A Resignation, a Rebuttal, and a Question About Board Independence

Independent directors usually leave quietly. The exchange filing says "personal reasons" or "other commitments," and that is the end of it. So when one files a resignation that instead lists specific governance concerns — and the company answers, point by point, the same day — the disagreement itself becomes the disclosure.

That is what happened at Rashi Peripherals (RP Tech) on 25 August. Both documents are now on the public record. Neither this desk nor the reader has to decide who is right to find the exchange useful; the fact that an independent director and the company he was leaving publicly disagree about how a related-party question around an acquisition was handled is the signal worth reading.

What the director put on the record

Anil Khandelwal (DIN 00005619), who had joined the board in 2024 shortly after the company's listing and chaired its Stakeholders' Relationship Committee, resigned with effect from 24 August. His letter, filed with the exchange, gives two reasons in his own words.

On the nomination process:

"I have had concerns regarding process integrity in the NRC's role in director selection and KMP compensation, particularly where these matters have tended to be treated substantially as management prerogatives rather than matters for independent NRC deliberation. My oral and written submissions on this have not improved the process."

And on the one that matters more — due-diligence work tied to an acquisition:

"Professional due-diligence assignments connected with a proposed acquisition were undertaken through firms in which two Independent Directors, including the Audit Committee Chairman, hold senior partner positions. These engagements were not disclosed at the relevant Board meeting (approving the acquisition) and the directors concerned did not recuse themselves…"

Two things about how he frames it are worth stating plainly, because they are the whole point. He names no one — the individuals are identified only by their board roles, the firms and the target company not at all. And he does not allege that any law was broken. He writes that whether the company's interpretation "is legally sustainable is not for me to determine and may appropriately be left to the competent regulatory or legal authorities," and sums the matter up in five words: "My concern is one of governance."

That restraint is what makes the filing credible rather than a broadside. He is not accusing; he is declining to stay on a board where, in his view, the process fell short.

What the company said back

Rashi Peripherals did not let it stand. In a clarification filed later the same day, the board answered each point — and, in doing so, confirmed the shape of the transaction the letter only gestured at.

By the company's account: it recently acquired a majority stake in a business; a law firm in which one independent director is a senior partner drafted the share-purchase agreement, and a separate firm whose senior partner is the Audit Committee Chairman carried out the financial and tax due diligence. The company states that the relevant interest disclosures were made, that the engagements were on an arm's-length basis, and that the board approved the acquisition on 23 June 2026, unanimously, on the strength of two independent valuations. It characterises the director's concern as a subjective read of internal deliberations rather than any breach of law or regulation.

Read the two filings together and the factual core is not actually in dispute: professional firms connected to two of the company's own independent directors — one of them the Audit Committee Chairman — did paid work on an acquisition those same directors then voted to approve. Where the director and the company part ways is on whether that was adequately disclosed and whether recusal was required. One calls it a governance failure; the other calls it disclosed, arm's-length, and lawful.

Why this belongs on a moat desk

Governance is not usually where we look for durability — but it is where durability quietly leaks away. The Audit Committee is the one board organ whose entire job is to stand between management and the numbers, and its chair's independence is the hinge the whole structure turns on. When an outgoing independent director puts on the exchange record that related-party due-diligence around an acquisition ran through firms tied to that very chair, and the company's answer is "disclosed and arm's length," a reader assessing the business now has something concrete to weigh — not a rumour, but two signed filings taking opposite views of the same facts.

We take no side on which reading is correct; that is, as the director himself said, for others to determine. What we can say is that the disagreement is real, it is documented, and it is exactly the kind of thing a careful reader would want flagged rather than buried under "resigned for personal reasons."

Educational research, not investment advice. The resigning director's statements are quoted verbatim from his resignation letter filed with the exchange on 25-Aug-2026; the company's position is drawn from its own clarification filed the same day and is attributed as such. Nothing here is an assertion of wrongdoing by any person or firm, a verdict on the dispute, or a recommendation to buy or sell any security. Moat & Margin is not a SEBI-registered Research Analyst or Investment Adviser.