Rathi Graphic Technologies Ltd Management Discussions

The Management Discussion and Analysis Report ("MD&A") presents an overview of the industry structure, developments, opportunities and threats, performance, risks, and outlook of the Company. The MD&A should be read in conjunction with the Companys financial statements and notes thereto for the financial year under review.

1. Industry Structure and Developments

The Company was engaged in the business of manufacturing Toners and Developers, which are critical consumables used in photocopiers, printers, and multifunction devices. The global toner industry is broadly driven by the office automation segment, digital printing solutions, and increasing adoption of multifunctional printers (MFPs). While demand for traditional office printing has witnessed a gradual decline due to digitization, the market continues to remain relevant owing to commercial printing requirements and niche industrial applications. In India, the toner manufacturing sector remains moderately fragmented, with domestic manufacturers servicing both OEMs and the aftermarket. The sector is also influenced by fluctuations in raw material prices, import regulations, and global supply chain trends.

Post Corporate Insolvency Resolution Process ("CIRP"), during the period under review, the Company remained non-operational and the control over of the management was with the Monitoring Committee. Post-implementation of the Approved Resolution Plan and induction of the new management, efforts are underway to assess the viability of recommencing operations, evaluating the existing manufacturing capabilities, and identifying potential market opportunities in both domestic and export segments.

2. Opportunities and Threats Opportunities

Revival potential in the specialised Toner & Developer segment where domestic manufacturing is gaining traction.

Expansion into value-added products such as color toners, compatible toners, and high-performance developers.

Potential export markets in South Asia, Middle East, Africa, and CIS countries.

Increased focus on import substitution under the "Make in India" framework for chemical-based industrial consumables.

Possibility of strategic collaborations with OEMs and global toner technology providers.

Threats

Intense competition from established domestic players and imported products, particularly from East Asian markets.

Technological obsolescence due to rapid advancements in digital printing.

Fluctuations in raw material prices , especially petroleum-based resins and specialty chemicals.

Environmental and regulatory compliance requirements , including chemical handling and pollution control.

Shift towards digital documentation , reducing long-term demand in conventional printing.

3. Segment Wise or Product Wise Performance

As stated earlier, during the financial year under review, the Company remained non-operational post CIRP and owing to suspension of manufacturing activities. Accordingly, there is no segmental or product-wise performance reported for the year. The new Management has initiated a detailed assessment of: Existing plant and machinery

Technology capabilities

Market potential

Working capital and operational requirements

The outcome of this evaluation will guide future operational decisions.

4. Outlook

Following the successful completion of CIRP, and after assuming the charge of the Company by the new management, the Company is in the process of stabilising governance, financial reporting, and compliance systems. The new Management is undertaking an in-depth review of the existing business model, market viability, and opportunities for technological upgradation. Depending on the findings of this assessment, the Company may consider: Reviving the manufacturing facility,

Diversifying into allied chemical/printing consumables, Entering into technical collaboration or contract manufacturing, Modernising its product portfolio to meet current market expectations.

The overall outlook remains cautiously optimistic, subject to operational restoration, regulatory approvals, and availability of adequate financial resources.

5. Risks and Concerns

The key risks include:

Operational risk: Manufacturing activity has been suspended for an extended period and revival requires capital infusion.

Market risk: Digitalisation is impacting demand for conventional printing consumables.

Regulatory risk: Compliance with environmental, safety, and chemical management standards is essential and may require upgrades.

Financial risk: Liquidity constraints and the need for working capital may pose challenges. Supply chain risk: Dependence on specific chemical inputs may lead to disruptions or cost escalation. The Company is in the process of putting in place an internal risk management framework post takeover.

6. Internal Control Systems and Their Adequacy

Post takeover of control by the new management on 7th February 2025, the internal control systems, policies, and procedures of the Company are under comprehensive review. As part of this process, the management is evaluating and implementing:

Strengthened financial controls,

Robust documentation processes for statutory and regulatory compliance, A revised Delegation of Authority (DoA) framework, Improvements in ERP and record-keeping systems.

The internal control environment will be further developed and aligned with operational requirements as manufacturing activities recommence.

7. Financial Performance with Respect to Operational Performance

Since the Company remained non-operational for the year under review, the financial performance reflects only administrative and regulatory costs incurred during the CIRP and the transition phase. No revenue from operations was recorded for the year.

The new Management is focused on financial restructuring, clearing legacy compliances, and evaluating the financial feasibility of operational revival.

8. Human Resources

During the financial year under review, the Company had no employees until the appointment of the Managing Director, Chief Financial Officer and Company Secretary on 4th March 2025. The new Management recognises human capital as a critical enabler for revival and growth and intends to build a competent team once operational decisions are finalised. As on 31 st March 2025, only three employees including, Managing Director, Chief Financial Officer and the Company Secretary were there in the Company.

9. Key Financial Ratios
S. No. Ratios	2024-25	2023-24
I Debtors Turnover	N.A.	N.A.
ii. Inventory Turnover	N.A.	N.A.
iii. Interest Coverage Ratio	N.A.	N.A.
iv. Current Ratio	0.94	0.16
v. Debt Equity Ratio	N.A.	N.A.
vi. Operating Profit Margin (%)	N.A.	N.A.
Vii Net Profit Margin (%)	N.A.	N.A.

There is no change in the Return on Net Worth as compared to the immediately preceding financial year. Since the Company has been non-operational, the computation and comparison of such financial ratios do not hold meaningful relevance.

8. Accounting treatment

There is no deviation in following the treatments prescribed in any Accounting Standard in preparation of financial statements of the Company during the year.

9. Cautionary Statement

Statements in this Management Discussion and Analysis describing the Companys objectives, expectations, estimates, and projections may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially due to various economic, operational, and regulatory factors.

Form MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED March 31, 2025

To, The Members

M/s Rathi Graphic Technologies Limited D-12 A, Sector - 9, New Vijay Nagar Ghaziabad, Uttar Pradesh - 201009

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Rathi Graphic Technologies Limited (hereinafter called "the Company" ). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate Conducts/ Statutory Compliances and expressing our opinion thereon.

We noted that Exim Scrips Dealers Private Limited, in its capacity as a Financial Creditor of the Company filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Honble National Company Law Tribunal ("NCLT"), Allahabad Bench, seeking initiation of the Corporate Insolvency Resolution Process ("CIRP") against the Company. The Honble NCLT admitted the application on 3 February 2020, pursuant to which the CIRP commenced with effect from the same date.

Upon commencement of the CIRP, the management and control of the affairs of the Company stood vested in the Resolution Professional in accordance with the provisions of the IBC and the erstwhile Board of Directors stood suspended. Prior to the Insolvency Commencement Date, the oversight of the operations and affairs of the Company rested with the erstwhile Board of Directors.

A Resolution Plan submitted by M/s Surbhika Steels Private Limited through its unit, Nikunj Udhyog ("Successful Resolution Applicant" or "SRA"), was approved by the Honble NCLT vide order dated 27 July 2023 ("Approved Resolution Plan"). Following such approval, the affairs of the Company were supervised by the Monitoring Committee constituted under the Approved Resolution Plan.

Although the order approving the Resolution Plan was passed on 27 July 2023, the implementation of the Resolution Plan was delayed due to certain critical issues. During the CIRP, the SRA became aware of an attachment over the Companys sole immovable property situated at SP 921, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan, by the Joint Commissioner (State Tax), Circle Special-1, Bhiwadi, Alwar, pursuant to a claim dated 5 March 2020 relating to pre-CIRP tax dues. The existence of this attachment was not disclosed in the Information Memorandum. Given that the said property formed a significant component of the Approved Resolution Plan, its detachment was essential for effective implementation. Consequently, the SRA filed an Interlocutory Application before the Honble NCLT seeking appropriate directions for removal of the attachment.

Since the relief sought was not granted by the Honble NCLT in its order dated 27 July 2023, the SRA preferred an appeal before the Honble National Company Law Appellate Tribunal ("NCLAT") for detachment of the property to enable implementation of the Approved Resolution Plan. Upon detachment of the property by the Commercial Tax Department, the Honble NCLAT disposed of the appeal as withdrawn vide its order dated 15 October 2024. Subsequent to the said order, an additional period of 2 3 months was required for settlement of dues payable to creditors under the Approved Resolution Plan. During this time, the management of the Company continued to remain with the Monitoring Committee.

Upon settlement of all claims in accordance with the Approved Resolution Plan, the Monitoring Committee, at its meeting held on 7 th February 2025, resolved to reconstitute the Board of Directors and transfer the management and control of the Company to the new management. Accordingly, the reconstituted Board assumed charge with effect from 7 th February 2025.

Based on our verification, books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company, has during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder. The Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

Auditors Responsibility

(i) Our responsibility is to express the opinion on the compliance with the applicable laws and maintenance of records based on audit. We conducted our audit in accordance with the Guidance Note on Secretarial Audit ("Guidance Note") and Auditing Standards issued by the Institute of Company Secretaries of India ("ICSI") . The Guidance Note and Auditing Standards require that we comply with statutory and regulatory requirements and also that we plan and perform the audit so as to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

(ii) Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

(iii) Our audit involves performing procedures to obtain audit evidence about the adequacy of compliance mechanism exist in the Company to assess any material weakness and testing and evaluating the design and operating effectiveness of compliance mechanism based upon the assessed risk. The procedures selected depend upon the auditors judgement, including assessment of the risk of material non-compliance whether due to error or fraud.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Audit Period, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External commercial Borrowings; ; (Not applicable during the Audit Period) (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable during the Audit Period) d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable during the Audit Period) e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during the Audit Period) f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable during the Audit Period) g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable during the Audit Period) h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not applicable during the Audit Period) and i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations ).

Based on facts available with the new management and to the best of their understanding, the Company was non-operational during the period and accordingly, no specific industry laws were applicable.

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the ICSI; and

(ii) The Listing Agreements entered into by the Company with the BSE Limited and Listing Regulations.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above, subject to the following observations:

We report that: a) The Company did not maintain statutory registers or minutes of the meetings of the Board of Directors and Members for the period from 1st April 2025 until the reconstitution of the Board on 7th February 2025, as required under the Companies Act, 2013. b) The Company had not appointed an Internal Auditor during the relevant period and, accordingly, was not in compliance with Section 138 of the Companies Act, 2013, until the appointment made by the newly constituted Board on 4th March 2025. c) The Company did not convene the minimum number of Board Meetings required under Section 173 of the Companies Act, 2013, read with Clause 2.1 of Secretarial Standard 1 issued by the ICSI. d) The Company had not appointed a Company Secretary and Compliance Officer during the Audit Period and was therefore not in compliance with Section 203(1) of the Companies Act, 2013, read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as well as the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, until the appointment made on 4th March 2025. e) The Company had not appointed a Chief Financial Officer during the Audit Period and consequently had not complied with Section 203(1) of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, until the appointment made by the new Board on 4 th March 2025. f) The Company had not complied with various applicable provisions of the Listing Regulations and the Companies Act, 2013, relating to the constitution of the Board and its committees, adoption of policies/codes, and filing/ disclosure requirements until the constitution of new Board on 4 th February 2025. g) The Companys securities remain suspended on the Bombay Stock Exchange due to penal reasons, non-payment of annual listing fees, and other procedural non-compliances. h) The Company did not comply with the requirements relating to quarterly closure of the trading window and other applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 until the constitution of new Board on 4 th February 2025.

We further report that:

1) As on March 31, 2025, the Company had a total of 1,64,39,000 fully paid-up Equity Shares of Rs. 10 each.

2) Post closure of financial year under review, for implementation of the approved Resolution Plan, the newly constituted Board of Directors, at its meeting held on April 24, 2025, inter alia, approved the following:

a. Cancellation and extinguishment of the entire existing Equity Share Capital of the Company to the extent of 1,62,74,610 Equity Shares, resulting in reduction of Share Capital of the Company by 99%. b. Transfer of 58.66% of the reduced Share Capital to Surbhika Steels Private Limited and Daga Infrastructure Private Limited (Resolution Applicants / New Promoters), while the balance 41.34% shares of the reduced Share Capital remains with the public shareholders. c. Allotment of 11,94,790 Equity Shares of Rs.10/- each aggregating to Rs.1,19,47,900/- on preferential basis to the Resolution Applicants, who are now the promoters of the Company, in consideration of the funds infused by them in terms of the approved Resolution Plan.

3) Consequent to the aforesaid reduction of Share Capital and allotment of Equity Shares, total fully paid Equity Shares held in the Company as on September 30, 2025, are 13,59,180 Equity Shares of Rs. 10 each.

4) The Company has made the requisite application to BSE Limited for the listing and trading of new Equity Shares issued and allotted along with application for reduction of Share Capital. As on the date of this report, approvals from BSE Limited for reduction of Share Capital and allotment of new Shares are still pending and the relevant corporate action for reduction and allotment of Shares shall take place after the receipt of requisite approvals from BSE Limited and accordingly, 1,64,39,000 Equity Shares of Rs. 10 each remains listed on BSE Limited as on the said date.

5) 306 Equity Shares are the fractional Equity Shares in aggregate arising from the reduction of Share Capital to 99% which shall not be counted in issued and listed Share Capital as the same will be settled in due course.

We further report that:

The management of the Company was restored on 07.02.2025 with new directors i.e., Mr. Nikunj Daga, Mr. Sukesh Thirani, Mr. Gagninder Kumar Gandhi and Mrs. Jyoti Jha were appointed as Additional Directors. Further, Ms. Geeta was appointed as the Chief Financial Officer (CFO) and Ms. Sameeksha Upreti was appointed as the Company Secretary and Compliance Officer and Mr. Nikunj Daga was appointed as the Managing Director of the Company subject to the approval of shareholders w.e.f. 4 th March 2025 by the newly constituted Board of Directors of the Company.

Post constitution of the new Board of Directors on 7 th February 2025, one meeting of the new Board was held on 4 th March 2025, adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting and there were no instance mandating the Company to hold any of the Committees meetings.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that post-handover of the control to the new management and constitution of the new Board of Directors of the Company, there are adequate systems and processes in the Company commensurate with the size and operation of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:-

a. Redemption/Buy-Back of securities. b. Foreign technical collaborations. c. Merger / amalgamation / reconstruction, etc. d. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013 e. Public/Right issue of shares / debentures/sweat equity, etc.

	Sd/-
	Sameer Kishore Bhatnagar
Place: Delhi	Practicing Company Secretary
Date: 05.12.2025	M. No. 30997
	CoP No. 13115
	UDIN: A030997G002240820

ANNEXURE A

To, The Members

M/s Rathi Graphic Technologies Limited D-12 A, Sector - 9, New Vijay Nagar Ghaziabad, Uttar Pradesh - 201009

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the Provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of the Management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

	Sd/-
	Sameer Kishore Bhatnagar
Place: Delhi	Practicing Company Secretary
Date: 05.12.2025	M. No. 30997
	CoP No. 13115
	UDIN: A030997G002240820