Rashi Peripherals Limited — AGM Information 2025

Aug 14, 2025

==> picture [567 x 89] intentionally omitted <==

August 14, 2025

To, Listing Operation Department BSE Limited Phiroze Jeejecbhoy Towers 05[[th]] Dalal Street, Mumbai- 400001 Scrip Code: 544119 Symbol: RPTECH

Listing Compliance Department The National Stock Exchange of India Limited (NSE) 05[[th]] Floor, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400051

Sub.: Annual Report of Rashi Peripherals Limited (“the Company”) for the Financial Year 2024-25 and Notice convening the 36[th] Annual General Meeting

Dear Sir/Madam,

Pursuant to Regulation 30 and 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, along with Circulars issued by the Ministry of Corporate Affairs and SEBI, we are enclosing herewith the Annual Report of the Company for the Financial Year 2024-25 along with the Notice convening the 36[th] Annual General Meeting (“AGM”) scheduled to be held on Tuesday, September 9, 2025 at 11.00 a.m. (IST) through Video Conferencing / Other Audio Visual Means (“VC/OAVM”).

In compliance with the aforesaid circulars, the Annual Report along with the Notice of the AGM is being sent only by electronic mode to those shareholders whose e-mail addresses are registered with the Company or Registrar and Transfer Agent of the Company or Depository Participants.

The Annual Report along with Notice of the AGM is also available on the website of the Company at https://rptechindia.com/media/fileupload/Annual_Report_FY_2024-25.pdf .

You are requested to kindly take the same on your record.

Thankyou.

Yours faithfully,

FOR RASHI PERIPHERALS LIMITED

KRISHNA Digitally signed by KRISHNA KUMAR KUMAR CHOUDHARY CHOUDHARY Date: 2025.08.14 19:53:53 +05'30'

Krishna Kumar Choudhary Chairman & Whole-Time Director DIN: 00215919

Encl.: As above

Rashi Peripherals Limited

• Tel: +91-22-6177 1771 | Fax +91-22-61771999 • www.rptechindia.com | CIN: L30007MH1989PLC051039

RASHI PERIPHERALS LIMITED

NOTICE OF THE THIRTY-SIXTH ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty-Sixth Annual General Meeting (“AGM”) of the members of RASHI PERIPHERALS LIMITED will be held on Tuesday, 9[th] September, 2025 at 11:00 A.M. (IST) through two-way Video Conferencing (“VC”) or Other Audio-Visual means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Standalone and Consolidated Financial Statements

• (i) To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Board of Directors and the Auditors' thereon.

• (ii) To consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors’ thereon.

2. Declaration of Dividend for the financial year ended March 31, 2025

To declare a dividend of ₹ 2/- per equity share of face value of ₹ 5/- each for the financial year ended March 31, 2025.

3. Re-appointment of Director Retiring by Rotation

To appoint a Director in place of Mr. Keshav Krishna Kumar Choudhary (DIN: 08761927), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. Re-appointment of Mr. Krishna Kumar Choudhary (DIN: 00215919) as the Chairman & Whole-time Director (WTD) of the Company and payment of remuneration.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time and subject to such approvals as may be necessary, if any and on the basis of approval of the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, the approval of the members be and is hereby accorded to the re-appointment of Mr. Krishna Kumar Choudhary (DIN: 00215919) as the Chairman and Whole-time Director of the Company and payment of remuneration

to him for a period of five (5) years with effect from October 1, 2025 till September 30, 2030, as well as to continue to hold position of Whole-time Director beyond the age of Seventy (70) years, liable to retire by rotation, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee and as set out in the explanatory statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors/ NRC to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Krishna Kumar Choudhary, subject to the same not exceeding the limits specified under Section 197, read with Schedule V of the Companies Act, 2013 and the rules made thereunder or any statutory modification(s) or re-enactment(s) thereof.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Krishna Kumar Choudhary, as Whole-time Director, the Company has made no profit or its profits are inadequate, the Company shall pay to Mr. Krishna Kumar Choudhary, the remuneration as minimum remuneration which shall be subject to the ceiling limit prescribed in Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, matters, deeds and things and to take such steps as expedient or desirable to give effect to this resolution.”

5. Re-appointment of Mr. Sureshkumar Pansari (DIN: 00215712) as the Vice-Chairman & Wholetime Director (WTD) of the Company and payment of remuneration.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) as amended from time to time and subject to such approvals as may be necessary, if any and on the basis of approval of the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, the approval of the members be and is hereby accorded to the re-appointment of Mr. Sureshkumar Pansari (DIN: 00215712) as the Vice-Chairman and Whole-time Director of the Company and payment of remuneration to him for a period of five (5) years with effect from October 1, 2025 till September 30, 2030, as well as to continue to hold position of Whole-time Director beyond the age of Seventy (70) years, liable to retire by rotation,

236

on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee and as set out in the explanatory statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors/ NRC to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Sureshkumar Pansari, subject to the same not exceeding the limits specified under Section 197, read with Schedule V of the Companies Act, 2013 and the rules made thereunder or any statutory modification(s) or re-enactment(s) thereof.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Sureshkumar Pansari, as Whole-time Director, the Company has made no profit or its profits are inadequate, the Company shall pay to Mr. Sureshkumar Pansari, the remuneration as minimum remuneration which shall be subject to the ceiling limit prescribed in Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, matters, deeds and things and to take such steps as expedient or desirable to give effect to this resolution.”

6. Approval for the continuation of Directorship of Mr. Yazdi Dandiwala (DIN: 01055000) as a Non-Executive Independent Director of the Company beyond the attainment of age of Seventy-five (75) years in his current tenure.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, approval of the members of the Company be and is hereby granted for the continuation of directorship of Mr. Yazdi Dandiwala (DIN: 01055000) as a Non-Executive Independent Director of the Company after him attaining the age of Seventy-five (75) years on November 10, 2025, for the remaining period of his tenure as a Non-Executive Independent Director of the Company upto July 28, 2027, on the existing terms and conditions as approved by the

Members through a resolution passed at the 33[rd] Annual General Meeting of the Company held on July 29, 2022.

RESOLVED FURTHER THAT any one of the Directors, Chief Financial Officer and Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

7. Appointment of Secretarial Auditor for a term of 5 years and fix their remuneration.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to Regulation 24A and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation(s) of the Audit Committee and the Board of Directors of the Company, M/s. Ragini Chokshi & Co., Practising Company Secretaries (PCS) (Firm Registration No. 92897), be and are hereby appointed as the Secretarial Auditor of the Company, for a term of five (5) consecutive years commencing from financial year 2025-26 till financial year 2029-30 at such remuneration plus applicable taxes and out-of-pocket expenses, as mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

RESOLVED FURTHER THAT any one of the Directors, Chief Financial Officer and Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By Order of the Board of Directors For Rashi Peripherals Limited

Krishna Kumar Choudhary Chairman & Whole-time Director DIN: 00215919

Place: Mumbai Date: August 5, 2025

Registered Office:

Ariisto House, 5[th] Floor, Corner of Telli Galli, Andheri (East), Mumbai – 400069 CIN: L30007MH1989PLC051039 E-mail: investors@rptechindia.com

Annual Report 2024-25

237

RASHI PERIPHERALS LIMITED

NOTES:

1. The Ministry of Corporate Affairs (‘MCA’) has vide its General Circulars dated April 8, 2020, April 13, 2020, May 5, 2020 along with subsequent circulars issued in this regard and the latest dated September 19, 2024 (collectively referred to as ‘MCA Circulars’), permitted the holding of the Annual General Meeting (‘AGM’) through Video Conferencing (‘VC’) facility/Other Audio Visual Means (‘OAVM’) without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India (‘SEBI’) vide its Master Circular dated November 11, 2024 read with Circular dated October 3, 2024 (‘SEBI Circulars’) and other applicable circulars issued in this regard have provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), the SEBI Listing Regulations and MCA Circulars, the 36[th] AGM of the Company is being held through VC/ OAVM on Tuesday, September 9, 2025 at 11:00 a.m. (IST). The deemed venue of the 36[th] AGM shall be the Registered Office of the Company.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) setting out material facts concerning the business under Item Nos. 4 to 7 set out above is annexed hereto. The details pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Paragraph 1.2.5 of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (ICSI) for Directors seeking appointment/ re-appointment at the AGM, under Item Nos. 3 to 6 are annexed as Annexure I and forms part of this Notice.

3. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members have been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map are not annexed to this Notice.

4. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Institutional Members are encouraged to attend and vote at this AGM through VC/OAVM. Corporate Shareholders (i.e. other than individuals/ HUF, NRI, etc.)/Institutional Members intending to appoint their authorised representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC/OAVM or to vote through remote e-voting are requested to send a certified copy (PDF/JPG Format) of its Board/ governing Board Resolution/ Authorization, etc. to the Scrutinizer by email through its registered email

address to cs@parikhassociates.com with a copy marked to company at investors@rptechindia.com and National Securities Depository Limited (NDSL) at evoting@nsdl.com.

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Members may note that the VC/ OAVM facility provided by NSDL, allows the participation of at least one thousand members through VC/OAVM on a first-come-first-served basis.

2. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

3. Electronic copy of the Annual Report for the financial year ended March 31, 2025 along with the Notice of the 36[th] AGM of the Company, inter alia, indicating the process and manner of e-voting is being sent to all the members whose email addresses are registered with the Company/ Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. In case any member is desirous of obtaining hard copy of the Annual Report for the financial year ended March 31, 2025 and Notice of the 36[th] AGM of the Company, may send request to the Company’s email address at investors@ rptechindia.com mentioning Folio No./ DP ID and Client ID. Members, whose email address is not registered with the Company or with their respective Depository Participant(s), and who wish to receive the Notice of the 36[th] AGM and the Annual Report for the financial year ended March 31, 2025 and all other communication sent by the Company, from time to time, can get their email address registered through their respective Depository Participant(s) (“DP”).

4. A letter providing the web-link, including the exact path, where the complete details of the Annual Report 2024-25 is available, is being sent to those Members who have not registered their email addresses.

5. Members may note that the Notice and Annual Report for the FY 2024-25 will also be available on the Company’s website at www.rptechindia.com/investor, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia. com and www.nseindia.com, respectively and on the website of NSDL at www.evoting.nsdl.com.

6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name and email address, etc., to their Depository Participants only.

7. Record Date and Dividend:

Dividend for the financial year ended March 31, 2025, as recommended by the Board of Directors, if approved by the members at the AGM, will be paid within 30 days from the date of AGM, to those members whose names appear on the Register of Members of the Company

238

or Register of Beneficial Owners maintained by the Depositories in accordance with the record date.

The Company has fixed Monday, August 11, 2025 as the ‘Record Date’ for determining the entitlements of Members to dividend for the financial year ended March 31, 2025, if approved at the AGM.

Members holding shares in electronic form are hereby informed that bank particulars registered with their respective DPs, with whom they maintain their demat accounts, will be used by the Company for payment of dividend.

1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form SH-14. Members are requested to submit the said form to their DP in case the shares are held in electronic form.

2. SEBI vide its Master Circular for Registrars to an Issue and Share Transfer Agents, dated May 7, 2024 and subsequent notifications thereto has mandated that with effect from April 1, 2024, dividend to security holders, shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

3. In accordance with the relevant provisions of the Income Tax Act, 1961 read with Finance Act 2020, with effect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of Members and the Company is required to deduct tax at source (TDS) from dividend paid to Members at the prescribed rates. For the prescribed rates for various categories, the Members are requested to refer to the Finance Act, 2020 and amendments thereof. The Members are requested to update their PAN with Depository Participants (DPs).

4. A Resident Individual Member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No.15G/15H, to avail the benefit of nondeduction of tax at source by email to Registrar & Share Transfer Agent (RTA) at rnt.helpdesk@in.mpms.mufg. com or the Company at investors@rptechindia.com latest by 05:00 p.m. (IST), Thursday, September 4, 2025 Members are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident Members can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents, i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an e-mail to rnt.helpdesk@ in.mpms.mufg.com or investors@rptechindia.com latest by 05:00 p.m. (IST), Thursday, September 4, 2025. Members will be able to see the credit of TDS in Form 26AS, which can be downloaded from their

e-filing account at http://www.tdscpc.gov.in/app/tapn/ tdstcscredit.xhtml.

1. Members are requested to register their correct email ID and correct Bank Account details:

In case the Members email ID is already registered with the Company/ Registrar & Share Transfer Agent (“RTA”)/ Depositories, then the login details for e-voting are sent on the registered email address.

In case the Member has not registered his/her/their email address with the Company/it’s RTA/Depositories and/or not updated the Bank Account mandate for receipt of dividend, the Member may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

1. SEBI has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievance with the RTA/Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company’s website at investors@rptechindia.com.

2. During the financial year 2024-25, there were no unclaimed/unpaid dividend(s) which were required to be transferred to the Investor Education and Protection Fund (‘IEPF’) in terms of the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time (‘IEPF Rules’).

3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act shall be made available at the commencement of the meeting and shall remain open and accessible to the members during the continuance of the 36[th] AGM. During the 36[th] AGM, Members may access the scanned copy of these documents, upon login to NSDL e-voting system at https://www.evoting.nsdl.com.

4. Process for registering e-mail addresses to cast votes electronically:

5. Shareholders who have not registered their email addresses are required to send an email request to evoting@nsdl.com along with the following documents for procuring User ID and Password for e-voting for the resolutions set out in this Notice:

6. In case shares are held in demat mode, please provide DPID-Client ID (8 digit DPID + 8 digit Client ID or 16 digit beneficiary ID), name, client master or copy of consolidated account statement, self-attested scanned copy of PAN Card, self-attested scanned copy of

Annual Report 2024-25 239

RASHI PERIPHERALS LIMITED

Aadhar Card. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained below at Step 1 (A) i.e. login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode.

1. Permanent Registration of e-mail address with Company/ Depository Participants:

To support ‘Green Initiative’, Members who have not yet registered their e-mail addresses are requested to register the same with their concerned Depository Participants, in respect of electronic holding. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/ updated with their Depository Participants/ MUFG Intime India Private Limited to enable servicing of notices/ documents/ Annual Reports and other communications electronically to their e-mail addresses in future.

1. Voting through Electronic Means:

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated 9[th] December 2020, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The

facility of casting votes by a member using the remote e-voting system before the Meeting as well as remote e-voting during the AGM, will be provided by NSDL.

The remote e-voting period commences on Friday, September 5, 2025 (9:00 a.m. IST) to Monday, September 8, 2025 (5:00 p.m. IST). During this period, Members of the Company, as on cut-off date i.e. Tuesday, September 2, 2025 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently. The voting rights of Members (for voting through remote e-voting before the AGM and remote e-voting during the AGM) shall be in proportion to their shares held in the paid-up equity share capital of the Company as on the cut-off date i.e. Tuesday, September 2, 2025.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period commences on Friday, September 5, 2025 at 9:00 a.m. (IST) and ends on Monday, September 8, 2025 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Tuesday, September 2, 2025, may cast their vote electronically. The voting rights of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, September 2, 2025.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/
holding securities in demat mode with NSDL.	evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/
	mobile number and click on login. After successful authentication, you will be redirected
	to NSDL Depository site wherein you can see e-Voting page. Click on company name or
	e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of
	NSDL for casting your vote during the remote e-Voting period or joining virtual meeting
	& voting during the meeting.
	2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.
	com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section
	, this will prompt you to enter your existing User ID and Password. After successful
	authentication, you will be able to see e-Voting services under Value added services.
	Click on “Access to e-Voting” under e-Voting services and you will be able to see
	e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand
	you will be re-directed to e-Voting website of NSDL for casting your vote during the
	remote e-Votingperiod or joiningvirtual meeting& votingduringthe meeting.

240

Type of shareholders

Login Method

1. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

==> picture [72 x 22] intentionally omitted <==

==> picture [47 x 47] intentionally omitted <==

==> picture [71 x 22] intentionally omitted <==

==> picture [47 x 47] intentionally omitted <==

• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing holding securities in demat user id and password. Option will be made available to reach e-Voting page without mode with CDSL any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

	or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account
	Number and PAN No. from a e-Voting link available on www.cdslindia.com home page.
	The system will authenticate the user by sending OTP on registered Mobile & Email as
	recorded in the Demat Account. After successful authentication, user will be able to see
	the e-Voting option where the evoting is in progress and also able to directly access the
	system of all e-VotingService Provider.
Individual Shareholders	You can also login using the login credentials of your demat account through your
(holding securities in demat	Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
mode) login through their	you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
depository participants	to NSDL/CDSL Depository site after successful authentication, wherein you can see
	e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you
	will be redirected to e-Voting website of NSDL for casting your vote during the remote
	e-Votingperiod or joiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Annual Report 2024-25 241

RASHI PERIPHERALS LIMITED

• Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

login through Depository i.e. NSDL	and CDSL.
Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL	sendinga request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with CDSL	sending a request athelpdesk.evoting@cdslindia.comor contact at
	toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e.	Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold	8 Character DP ID followed by 8 Digit Client ID
shares in demat account with NSDL.	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold	16 Digit Benefciary ID
shares in demat account with CDSL.	For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares	EVEN Number followed by Folio Number registered with the company
in Physical Form.	For example if folio number is 001*** and EVEN is 101456 then user ID is
	101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

242

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs@parikhassociates.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Sagar S. Gudhate, Senior Manager at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@rptechindia.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

2. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Annual Report 2024-25 243

RASHI PERIPHERALS LIMITED

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of the Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at investors@ rptechindia.com. The same will be replied by the company suitably.

6. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at investors@ rptechindia.com on or before Friday, September 5, 2025 (5:00 p.m. IST). Those Members who have preregistered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

7. Members who need assistance before or during the AGM may contact NSDL on evoting@nsdl.com / 022- 48867000 or contact Mr. Sagar Gudhate, Senior Manager at evoting@nsdl.com.

By Order of the Board of Directors For Rashi Peripherals Limited

Krishna Kumar Choudhary Place: Mumbai Chairman & Whole-time Director Date: August 5, 2025 DIN: 00215919

Registered Office:

Ariisto House, 5[th] Floor, Corner of Telli Galli, Andheri (East), Mumbai – 400069 CIN: L30007MH1989PLC051039 E-mail: investors@rptechindia.com

244

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

Re-appointment of Mr. Krishna Kumar Choudhary (DIN: 00215919) as the Chairman & Whole-time Director (WTD) of the Company and payment of remuneration.

Mr. Krishna Kumar Choudhary (DIN: 00215919) was appointed as the Chairman & Whole-time Director of the Company for a period of five (5) years with effect from October 1, 2020. The five years term of his appointment shall expire on September 30, 2025.

The Board of Directors of the Company (the “Board”) on the recommendation of the Nomination and Remuneration Committee at its Meeting held on August 5, 2025, reappointed Mr. Krishna Kumar Choudhary (DIN: 00215919) as the Chairman & Whole-time Director of the Company for a period of five (5) years with effect from October 1, 2025 till September 30, 2030.

As per Section 196(3) of the Companies Act, 2013 (“the Act”), the Company requires approval of members through special resolution for appointment and continuation of appointment of Mr. Krishna Kumar Choudhary whose age exceeds Seventy (70) years. The Board as well as the Nomination and Remuneration Committee (NRC) are of the opinion, after evaluating the performance and contributions of Mr. Krishna Kumar Choudhary and considering the rich experience, professional expertise and continued guidance provided by him in his tenure and considering that he is in good health, his association with the Company would be beneficial and in the best interests of the Company and its shareholders.

The re-appointment of Mr. Krishna Kumar Choudhary (DIN: 00215919) and the remuneration payable to him is also subject to the approval of the Members of the Company.

Schedule V of the Act and applicable provisions of SEBI Listing Regulations.

• b. The Whole-time Director shall be entitled for use of the Company’s car with driver for official duties and telephone at residence and mobile phones (including payment for local calls and long distance official calls).

• c. The Whole-time Director shall be entitled for Group Medical Insurance facility provided by the Company to all its employees.

• d. The Whole-time Director shall be entitled to be reimbursed in respect of all expenses incurred by him (including travelling, entertainment, etc.) for and on behalf of the Company.

• The appointment of the Whole-time Director may be terminated by either party by giving one month notice in each case.

• The Whole-time Director shall subject to the superintendence and control of Board of Directors of the Company, look after policy planning, future expansion, finance and credit control work of the Company and such other work as may be entrusted by the Board of Directors of the Company from time to time.

Where in any financial year, during the currency of the tenure of Mr. Krishna Kumar Choudhary as Whole-time Director, the Company has made no profits or its profits are inadequate, the Company shall pay to Mr. Krishna Kumar Choudhary, the remuneration as minimum remuneration which shall be subject to the ceiling limit prescribed in Schedule V of the Companies Act, 2013.

The approval is sought from the members of the Company by passing a Special Resolution to approve the re-appointment of Mr. Krishna Kumar Choudhary as the Chairman & Whole-time Director of the Company on the following terms and conditions:

1. Tenure: October 1, 2025 till September 30, 2030

Mr. Krishna Kumar Choudhary (DIN: 00215919) is concerned or interested in the said resolution as it relates to his own re-appointment. None of the other Directors or Key Managerial Personnel (KMPs) or relatives of directors and KMP are concerned or interested in the Resolution at Item No. 4 of the Notice except Mr. Keshav Krishna Kumar Choudhary as he is a relative of Mr. Krishna Kumar Choudhary.

1. Basic Salary: ₹ 5,21,000/- per month

2. Contribution to Provident Fund @ 12% of Basic Salary

3. Gratuity and other retirement benefits as applicable

4. Perquisites and other terms:

5. a. Increment: The Whole-time Director will be entitled for such increment as may be decided by the Board of Directors of the Company from time to time upto the maximum limit as prescribed under the provisions of section 197 of the Companies Act, 2013 ("the Act"),

The Board recommends the Special Resolution at item no. 4 of this Notice for approval by the Shareholders for re-appointment of Mr. Krishna Kumar Choudhary (DIN: 00215919) as the Chairman & Whole-time Director of the Company and payment of remuneration to him.

Further, Information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India is also annexed as Annexure I to this explanatory statement.

Annual Report 2024-25 245

RASHI PERIPHERALS LIMITED

Item No. 5

Re-appointment of Mr. Sureshkumar Pansari (DIN: 00215712) as as the Vice-Chairman & Whole-time Director (WTD) of the Company and payment of remuneration.

Mr. Sureshkumar Pansari (DIN: 00215712) was appointed as the Vice-Chairman & Whole-time Director of the Company for a period of five (5) years with effect from October 1, 2020. The term of his appointment shall expire on September 30, 2025.

The Board of Directors of the Company (the “Board”) on the recommendation of the Nomination and Remuneration Committee at its Meeting held on August 5, 2025 reappointed Mr. Sureshkumar Pansari (DIN: 00215712) as the Vice-Chairman and Whole-time Director of the Company for a period of five (5) years with effect from October 1, 2025 till September 30, 2030.

As per Section 196(3) of the Companies Act, 2013 (“the Act”), the Company requires approval of members through special resolution for appointment and continuation of appointment of Mr. Sureshkumar Pansari, whose age exceeds Seventy (70) years. The Board as well as the Nomination and Remuneration Committee (NRC) are of the opinion, after evaluating the performance and contributions of Mr. Sureshkumar Pansari and considering the rich experience, professional expertise and continued guidance provided by him in his tenure and considering that he is in good health, his association with the Company would be beneficial and in the best interests of the Company and its shareholders.

The re-appointment of Mr. Sureshkumar Pansari (DIN: 00215712) and the remuneration payable to him on his re-appointment is subject to approval of the Members of the Company.

The approval is sought from the members of the Company by passing a Special Resolution to approve the re-appointment of Mr. Sureshkumar Pansari as the Vice-Chairman & Whole-time Director of the Company on the following terms and conditions:

1. Tenure: October 1, 2025 till September 30, 2030

2. Basic Salary: ₹ 5,21,000/- per month

3. Contribution to Provident Fund @ 12% Basic Salary

4. Gratuity and other retirement benefits as applicable

5. Perquisites and other terms:

6. a. Increment: The Whole-time Director will be entitled for such increment as may be decided by the Board of Directors of the Company from time to time upto the maximum limit as prescribed under the provisions of section 197 of the Companies Act, 2013 ("the Act"),

Schedule V of the Act and applicable provisions of SEBI Listing Regulations.

• b. The Whole-time Director shall be entitled for use of the Company’s car with driver for official duties and telephone at residence and mobile phone (including payment for local calls and long distance official calls).

• c. The Whole-time Director shall be entitled for Group Medical Insurance facility provided by the Company to all its employees.

• d. The Whole-time Director shall be entitled to be reimbursed in respect of all expenses incurred by him (including travelling, entertainment, etc.) for and on behalf of the Company.

• The appointment of the Whole-time Director may be terminated by either party by giving one month notice in each case.

• The Whole-time Director shall subject to the superintendence and control of Board of Directors of the Company, look after policy planning, future expansion, finance and sourcing of new vendors/product, work of the Company and such other work as may be entrusted by the Board of Directors of the Company from time to time.

Where in any financial year, during the currency of the tenure of Mr. Sureshkumar Pansari as Whole-time Director, the Company has made no profits or its profits are inadequate, the Company shall pay to Mr. Sureshkumar Pansari, the remuneration as minimum remuneration which shall be subject to the ceiling limit prescribed in Schedule V of the Companies Act, 2013.

Mr. Sureshkumar Pansari (DIN: 00215712) is concerned or interested in the said resolution as it relates to his own re-appointment. None of the other Directors or Key Managerial Personnel (KMPs) or relatives of directors and KMPs are concerned or interested in the Resolution at Item No. 5 of the Notice except Mr. Kapal Suresh Pansari as he is a relative of Mr. Sureshkumar Pansari.

The Board recommends the Special Resolution at item no. 5 of this Notice for approval by the Shareholders for re-appointment of Mr. Sureshkumar Pansari (DIN: 00215712) as Vice-Chairman & Whole-time Director of the Company and payment of remuneration to him.

Further, information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India is also annexed as Annexure I to this explanatory statement.

246

Item No. 6

Approval for the continuation of Directorship of Mr. Yazdi Dandiwala (DIN: 01055000) as a Non-Executive Independent Director of the Company beyond the attainment of age of Seventy-five (75) years in his current tenure.

Mr. Yazdi Dandiwala (DIN: 01055000) was appointed as an Independent Director of the Company for a term of five (5) years from July 29, 2022 to July 28, 2027 vide resolution passed at 33[rd] Annual General Meeting (AGM) of the Company, held on July 29, 2022.

Pursuant to Regulation 17(1A) of SEBI Listing Regulations, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of Seventy-five (75) years unless a Special Resolution is passed to that effect along with the justification for such appointment.

Mr. Yazdi Dandiwala (DIN: 01055000), will attain the age of Seventy-five (75) years on 10[th] November 2025. Based on the recommendation of Nomination and Remuneration Committee (NRC) and Board of Directors at its meeting held on August 5, 2025, a Special Resolution is proposed for approval for continuation of Mr. Yazdi Dandiwala (DIN: 01055000) as an Independent Director of the Company beyond the age of seventy-five (75) years till the tenure of his directorship.

Mr. Yazdi Dandiwala, as stated above, will attain the age of Seventy-five (75) years during his current tenure and is in good physical and mental condition. The Board as well as the Nomination and Remuneration Committee (NRC) are of the opinion, after evaluating the performance and contributions of Mr. Yazdi Dandiwala and considering the rich experience, professional expertise and continued guidance provided by him in his tenure and considering that he is in good health, his association with the Company would be beneficial and in the best interests of the Company and its shareholders. In the opinion of the Board, Mr. Yazdi Dandiwala fulfils the conditions specified in the Act, Rules and SEBI Listing Regulations for continuation as an Independent Director and is independent of the Management. He possesses the skills/ expertise/ knowledge/ experience/ competencies fundamental for the effective functioning of the Company as identified by the Nomination and Remuneration Committee and the Board. The terms and conditions of appointment of Mr. Yazdi Dandiwala are available for inspection by the Members, by writing an email to the Company at investors@ rptechindia.com.

Except Mr. Yazdi Dandiwala and/or his relatives, no other Director, or Key Managerial Personnel (KMP) and/ or their relatives are in any way concerned or interested, financially or otherwise, in the Resolution. Mr. Yazdi Dandiwala does not hold any share in the Company.

Further, information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on

General Meetings issued by the Institute of Company Secretaries of India is also annexed as Annexure I to this Explanatory Statement.

The Board recommends the Special Resolution at Item No. 6 of this Notice for approval by the Shareholders for the continuation of Directorship of Mr. Yazdi Dandiwala (DIN: 01055000) as a Non-Executive Independent Director of the Company beyond the attainment of age of Seventy-five (75) years in his current tenure.

Item No. 7

Appointment of Secretarial Auditor for a term of 5 years and fix their remuneration

Pursuant to the provisions of Section 204 and other applicable provisions of the Act, if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, every listed company is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Practice.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, as amended from time to time, every listed entity shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and the appointment of such Secretarial Auditor shall be approved by the Members of the Company at the Annual General Meeting of the Company.

The Board of Directors of the Company, at its meeting held on May 23, 2025, on the recommendation(s) of the Audit Committee has, after considering and evaluating various proposals and factors such as independence, industry experience, technical skills, efficiency in conduct of audit, etc. approved the appointment of M/s. Ragini Chokshi & Co., Practising Company Secretaries, a peer reviewed firm (Firm Registration Number: 92897) as the Secretarial Auditor of the Company, for a term of five (5) consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of the Members.

M/s. Ragini Chokshi & Co., Practicing Company Secretaries, is a reputed peer reviewed firm of Company Secretaries based in Mumbai since 1991 having branch offices in Delhi, Kolkata, Kerala and Madhya Pradesh. The firm has a team of qualified professionals who provide corporate law services to Companies in the areas of corporate laws, legal compliance management and other areas of business operations.

As required under the SEBI Listing Regulations, M/s. Ragini Chokshi & Co. holds a valid certificate issued by the Peer Review Board of ICSI. M/s. Ragini Chokshi & Co. has consented to its appointment as the Secretarial Auditor of the Company. They have confirmed that they do not incur any disqualification specified under SEBI Circular No. SEBI/ HO/CFD/ CFDPoD/CIR/P/2024/185 dated December 31, 2024 and that their appointment, if made, shall be in accordance with Section 204 and other applicable provisions of the Act, rules framed thereunder and the applicable provisions of the SEBI Listing Regulations.

Annual Report 2024-25

247

RASHI PERIPHERALS LIMITED

The fees proposed to be paid to M/s. Ragini Chokshi & Co. for secretarial audit shall be upto ₹ 2,50,000/- (Rupees Two Lakh Fifty Thousand) plus applicable taxes and out-of-pocket expenses for FY 2025-2026 and for subsequent years(s) of their term, such fees as mutually agreed between the Board of Directors and the Secretarial Auditor. In addition to the secretarial audit, M/s. Ragini Chokshi & Co. shall provide the service for review, certification, issuance of such reports as are required to be issued under the Act/ SEBI Regulations and such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditor.

None of the Directors or Key Managerial Personnels ('KMPs') of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution.

The Board recommends the Ordinary Resolution at Item No. 7 of this Notice for approval by the shareholders for appointment of Secretarial Auditor for a term of 5 years and fix their remuneration.

By Order of the Board of Directors For Rashi Peripherals Limited

Krishna Kumar Choudhary Place: Mumbai Chairman & Whole-time Director Date: August 5, 2025 DIN: 00215919

Registered Office:

Ariisto House, 5[th] Floor, Corner of Telli Galli, Andheri (East), Mumbai – 400069 CIN: L30007MH1989PLC051039 E-mail: investors@rptechindia.com

248

Annexure I

Information as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India

Name of the Director	Item No. 3 Item No. 4 Item No. 5 Item No. 6
	Mr. Keshav Krishna Kumar Choudhary Mr. Krishna Kumar Choudhary Mr. Sureshkumar Pansari Mr. Yazdi Dandiwala
DIN	08761927 00215919 00215712 01055000
Designation	Whole-time Director Chairman & Whole-time Director Vice-Chairman & Whole-time Director Non-Executive Independent Director
Age	30 Years 70 Years 71 Years 74 Years
Qualifcation	Bachelor of Science and major in electrical engineering (from the University of California in 2018). Bachelor of Commerce (from Kashi Hindu University in 1975) and Chartered Accountant. Bachelor of Commerce (from Rajasthan University in 1975) and Chartered Accountant. Bachelor of Science (from University of Bombay in 1967) and Bachelor of Law (from University of Bombayin 1973).
Brief Profle and nature of Expertise/ Experience in specifc functional area	He has more than 10 years of experience in the technology sector. He has also obtained his Bachelor of Science and major in electrical engineering degree. He has been associated with the Company since 2012. He has more than 4 Decades of experience in the IT distribution industry. He is also a member of The Institute of Chartered Accountants of India. He has been associated with the Company since 1997. He has more than 4 Decades of experience in the technology sector. He is also a member of The Institute of Chartered Accountants of India. He has been associated with the Company since 1989. He has obtained his bachelor’s degree in Science from University of Bombay in 1967 and has also obtained his bachelor’s degree in laws from the University of Bombay in 1973. He has 49 years of experience in the legal sector.
Terms and conditions of appointment or re-appointment	Pursuant to section 152 of the Companies Act, 2013, Mr. Keshav Krishna Kumar Choudhary is liable to retire by rotation, and being eligible, offers himself for re-appointment. As per the Resolution at item no. 4 of this Notice, read with the explanatory statement thereto. As per the Resolution at item no. 5 of this Notice, read with the explanatory statement thereto. Not Applicable
Details of remuneration sought to be paid ₹ 7.00 million per annum As per the resolution at item no. 4 of this Notice, read with the explanatory statement thereto. As per the resolution at item no. 5 of this Notice, read with the explanatory statement thereto. Entitled to sitting fee as fxed by the Board for attending meeting(s) of Board / Committee(s).
Remuneration Last Drawn FY 2024-25 ₹ 6.25 million ₹ 14.25 million ₹ 78.00 million Not Applicable
Date of frst appointment on the Board May 2, 2022 February 28, 1997 December 15, 1989 July 29, 2022
No. of shares held in the Company 73,92,000 Equity Shares 13,41,305 Equity Shares 49,83,750 Equity Shares Nil

Annual Report 2024-25 249

RASHI PERIPHERALS LIMITED

Name of the Director	Item No. 3 Item No. 4 Item No. 5 Item No. 6
	Mr. Keshav Krishna Kumar Choudhary Mr. Krishna Kumar Choudhary Mr. Sureshkumar Pansari Mr. Yazdi Dandiwala
Directorships in other Companies (including those listed entities from which the person has resigned in the past three years) Nil Indian Companies: 1. Znet Technologies Private Limited 2. R.C. Realtors Private Limited 3. Technology Distribution Association of India 4. Rotary Royales Foundation Foreign Companies: 1. Rashi Peripherals Pte. Ltd. Indian Companies: 1. Znet Technologies Private Limited 2. PV Lumens India Private Limited 3. Elmack Engg Services Private Limited 4. Anusuya Agrovet Private Limited Foreign Companies: 1. Rashi Peripherals Pte. Ltd Indian Companies 1. Grasim Industries Limited 2. Pilani Investment and Industries Corporation Limited 3. Hindalco Industries Limited 4. Hindalco-Almex Aerospace Limited 5. Duville Estates Private Limited 6. Access Trusteeship Company Private Limited 7. Bombay Incorporated Law Society 8. Aditya Birla Real Estate Limited (formerly known as Century Textiles and Industries Limited) (Resigned w.e.f. July 25, 2024) Foreign Companies: 1. Novelis Corporation, USA 2. Aleris International Inc. USA
Memberships / Chairmanship of Committees in other Companies (including those listed entities from which the person has resigned in the past three years) Nil Nil Nil I. Audit Committee 1. Hindalco Industries Limited (Member) 2. Pilani Investment and Industries Corporation Limited (Member) 3. Grasim Industries Limited (Member) II. Stakeholder’s Relationship Committee (SRC) 1. Pilani Investment and Industries Corporation Limited (Member) 2. Grasim Industries Limited (Member) III. Nomination and Remuneration Committee (NRC) 1. Hindalco Industries Limited (Member) 2. Pilani Investment and Industries Corporation Limited (Member) IV. CSR Committee 1. Hindalco Industries Limited (Member)

250

Name of the Director	Item No. 3 Item No. 4 Item No. 5 Item No. 6
	Mr. Keshav Krishna Kumar Choudhary Mr. Krishna Kumar Choudhary Mr. Sureshkumar Pansari Mr. Yazdi Dandiwala
Relationship with other Directors and KMPs of the Company Mr. Krishna Kumar Choudhary is an immediate relative of Mr. Keshav Krishna Kumar Choudhary. No other inter-se relationship with the Directors and Key Managerial Personnels of the Company. Mr. Keshav Krishna Kumar Choudhary is an immediate relative of Mr. Krishna Kumar Choudhary. No other inter-se relationship with the Directors and Key Managerial Personnels of the Company. Mr. Kapal Pansari is an immediate relative of Mr. Sureshkumar Pansari. No other inter-se relationship with the Directors and Key Managerial Personnel of the Company. No inter-se relationship with the Directors and Key Managerial Personnels of the Company.
Number of Board meetings attended during 2024-25 Five (5) Five (5) Five (5) Four (4)
In case of independent director, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements and the justifcation for choosing the appointees Not Applicable Not Applicable Not Applicable Not Applicable as the said matter is the case of continuation of term on attaining age of 75 years during the tenure.

*Mr. Krishna Kumar Choudhary and Mr. Sureshkumar Pansari have ceased to be Directors in Znet Technologies Private Limited with effect from June 17, 2025.

Annual Report 2024-25 251