RCI Industries & Technologies Ltd Directors Report

To,

The Members,

RCI Industries & Technologies Limited

Your Directors are pleased to present the 34 th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. STATE OF COMPANY AFFAIRS :

The Reconstituted Board of Directors presents to the Members the 34 th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2025.

The Corporate Insolvency Resolution Process ("CIRP") was initiated, on a petition filed by Standard Chartered Bank Singapore Ltd. (the Operational Creditor) under Section 9 of the Insolvency and Bankruptcy Code 2016 ("IBC 2016"), against the Company, being admitted vide an order of Honble National Company Law Tribunal ("NCLT"), New Delhi Bench dated November 25, 2022. Further, pursuant to the said Order passed by the Honble NCLT, New Delhi, Mr. Brijesh Singh Bhadauriya bearing Registration No. IBBI/IPA- 002/IP-N01045/2020-2021/13385 was appointed as the Interim Resolution Professional (IRP) from the date of the Order and the powers of the Board of Directors stood suspended, during the pendency of the proceedings and were exercised by Mr. Brijesh Singh Bhadauriya. Further, he was confirmed Resolution Professional and he, in that capacity, took control and custody of the management and operations of the Company.

Following due process of law as prescribed under the Insolvency and Bankruptcy Code, 2016 ("the Code"), and the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations"), the Resolution Plan, as submitted by JTL Industries Limited, the Successful Resolution Applicant (SRA), is approved by the Honble NCLT by its order dated October 9, 2025, pursuant to the provisions of the Code.

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP period (i.e. November 25, 2022 to October 9, 2025) the Resolution Professional was entrusted with the management of the Company. Further, upon pronouncement of the NCLT order dated October 9, 2025, a monitoring committee was constituted in the Chairmanship of Mr. Brijesh Singh Bhadauriya to look after the implementation of approved Resolution Plan, during the period from October 9, 2025 to December 8, 2025. Prior to the Insolvency Commencement date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company.

The reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements},

Regulations 2015. That in accordance with the Section 32A of the Insolvency and Bankruptcy Code, 2016, the reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Approval of the Resolution Plan.

Members are requested to read this report in light of the fact that the reconstituted Board and the new Management, inter alia, are in the process of implementing the Resolution Plan.

2. FINANCIAL HIGHLIGHTS:

(Rs.in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended March 31 st , 2025	For the Year ended March 31st, 2024	For the Year ended March 31st, 2025	For the Year ended March 31st, 2024
Revenue from Operations	97.99	229.50	97.99	229.50
Other Income	19.73	82.27	19.73	82.27
Total Income	117.72	311.76	117.72	311.76
Less: Expenses	754.77	1,291.71	754.77	1,291.71
Profit/ (Loss) before Exceptional items	(637.05)	(979.94)	(637.05)	(979.94)
Exceptional Item	-	-	-	-
Profit/ (Loss) Before Tax	(637.05)	(979.94)	(637.05)	(979.94)
Less: Tax Expenses Current Tax
Deferred Tax	6.99	(57.93)	6.99	(57.93)
Profit/ (Loss) After Tax	(644.04)	(922.01)	(644.04)	(922.01)
Total Other Comprehensive Income
Total comprehensive income / (loss) for the year	(644.04)	(922.01)	(644.04)	(922.01)
Earning per Equity Share
Basic/ Diluted (F.V. Rs.10 each)	(4.11)	(5.88)	(4.11)	(5.88)

3. COMPANYS PERFORMANCE AND REVIEW :

Standalone : During the period under review, the total revenue (net) of your Company for the year ended March 31 st , 2025 stood at Rs.97.99 Lakhs as against Rs.229.50 Lakhs in previous reporting period. The Loss after tax for the period under review is Rs.644.04 Lakhs as against the loss of Rs.922.01 Lakhs during the previous reporting period.

Consolidated : During the period under review, the total revenue (net) of your Company for the year ended March 31 st , 2025 stood at Rs.97.99 Lakhs as against Rs.229.50 Lakhs in previous reporting period. The Loss after tax for the period under review is Rs.644.04 Lakhs as against the loss of Rs.922.01 Lakhs during the previous reporting period.

That the above-mentioned financial summary and companys performance pertain to the period prior to acquisition of the Company under IBC, 2016. The reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015. That in accordance with the Section 32A of the Insolvency and Bankruptcy Code, 2016, the reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Approval of the Resolution Plan.

4. TRANSFER TO RESERVES :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard.

The Companys Reserve & Surplus for the financial year ended March 31, 2025 is Rs. (28,666.52) Lakhs as compared to the previous year it was Rs. (28,022.48) Lakhs. Further details of the reserves and surplus are disclosed in the notes to the Audited Financial Statements for the year ended March 31 st , 2025, which forms part of this Annual Report.

5. DIVIDEND :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard.

As per the Audited Financial Statements for the year ended March 31 st , 2025, shared by the Resolution Professional, no dividend has been paid during the period under review.

Furthermore, it is hereby noted that this report pertains to the period prior to Approval of the Resolution Plan of the Company under IBC, 2016, and the compliance as to the Dividend Distribution Policy cannot be affirmed by the reconstituted Board.

6. CHANGE IN SHARE CAPITAL :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard.

During the period under review, there was no change in the Share Capital. Further, the details in relation to equity share capital are disclosed in the notes to the Audited Financial Statements for the year ended March 31, 2025, which forms part of this Annual Report.

7. SUBSIDIARIES, TOINT VENTURE AND ASSOCIATES COMPANIES :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard. That as on March 31, 2025, the Company has following Subsidiary and Associate Companies:

S.no.	Company Name	Subsidiary/ Associate	% of shares held
1.	RCI World Trade Link DMCC, Dubai (U.A.E.)	Subsidiary	100
2.	Ace Matrix Solutions Pvt Ltd	Associate	22
3.	Metalrod Private Limited	Associate	34.67

The salient features, i.e., key financial highlights, of the Companys subsidiaries, or associate Companies, are disclosed in the Form AOC-1, which is annexed herewith as Annexure-II .

Further, it is hereby noted that the reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015. That in accordance with the Section 32A of the Insolvency and Bankruptcy Code, 2016, the reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Approval of the Resolution Plan.

8. PUBLIC DEPOSITS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

That the reconstituted Board of Directors does not possess relevant information with respect to acceptance of any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014

9. LISTING OF SHARES :

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE).

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. .

That the reconstituted Board of Directors has no information available with respect to payment of listing fees for the Financial Year 2025-26.

10. CHANGE IN THE NATURE OF BUSINESS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.The reconstituted Board of Directors has no information available in this regard.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies act, 2013, are disclosed in the notes to the Audited Financial

Statements for the year ended March 31st, 2025, which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Further, the Company was admitted to CIRP vide Honble NCLT New Delhi order dated November 25, 2022, and Composition of the Board of Directors shall not be applicable during the said CIRP Period in respect of a Company as affairs managed by the Resolution Professional.

However, the details of the Suspended Board of Directors, as on March 31, 2025, are as follows:

DIN/PAN	Name	Designation
00503196	Mr. Rajeev Gupta	Managing Director
00503302	Mrs. Mamta Gupta	Non-Executive Non- Independent Director

Furthermore, as afore-mentioned, the Board of Directors of the Company was reconstituted in view of its resolution under the provisions of Insolvency and Bankruptcy Code, 2016.

The new composition of the Board of Directors became effective from October 28, 2025. Details of the Reconstituted Board, as on date, are as under:

DIN	Name	Designation
07898093	Mr. Pranav Singla	Managing Director
02837754	Mr. Dhruv Singla	(Additional) Executive Director
09844868	Dr. Venkatagowri Sankara Jayaram Pyla	(Additional) Non - Executive Independent Director
11453680	Mr. Satinder Singh	(Additional) Non - Executive Independent Director
08448077	Mrs. Neerja Chathley	(Additional) Non - Executive Independent Director

13. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS / TRIBUNALS :

During the FY 2022-23, the Honble National Company Tribunal [NCLT], New Delhi Bench, vide its order dated November 25, 2022, admitted an application filed by the Operational Creditor i.e. Standard Chartered Bank Singapore Ltd. under Section 9 of the

Insolvency Bankruptcy Code, 2016, for initiation of Corporate Insolvency Resolution Process [CIRP] against your Company and appointed Mr. Brijesh Singh Bhadauriya bearing Registration No. IBBI/IPA-002/IP-N01045/2020-2021/13385 as the Interim Resolution Professional (IRP) from the date of the Order putting suspension on powers of the Board of Directors, who later was confirmed to be the Resolution Professional in the matter.

However, the company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

14. DIRECTORS RESPONSIBILITY STATEMENT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The Reconstituted Board, which has been in office since October 28, 2025, is submitting this Report solely to ensure compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the present Directors are not to be regarded as responsible for discharging fiduciary duties relating to the oversight of the financial and operational performance of the Company, or the effectiveness of its internal financial and other controls, for the period under review or for any period prior to the Approval of Resolution Plan of the Company.

The Reconstituted Board has relied upon the documents and information provided by the Resolution Professional while preparing this Report and the accompanying annexures, and the directors of Reconstituted Board shall not be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Effective Date. While preparation of annual report the management has relied on the documents provided by and information made available by the Resolution Professional.

15. NUMBER OF BOARD MEETINGS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

16. INDEPENDENT DIRECTORS MEETING :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during

the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

17. DECLARATIONS OF INDEPENDENCE :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

18. EXTRACT OF ANNUAL RETURN :

The extract of Annual Return in Form MGT-9 as required under Section (92) (3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given in Annexure -III to this Report.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this report at Annexure - IV .

20. RELATED PARTY TRANSACTIONS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard. That, as required under Companies Act, 2013 the details of related party transactions are disclosed in prescribed Form No. AOC - 2 which is attached as Annexure-V to this report. Further, the details of Related Party Transactions, if any, are disclosed in the notes to the Audited Financial Statements for the year ended March 31 st , 2025, which forms part of this Annual Report.

However, it is hereby noted that the reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015. That in accordance with the Section 32A of the Insolvency and Bankruptcy Code, 2016, the reconstituted Board is not to be considered

21. CORPORATE SOCIAL RESPONSIBILITY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014. The disclosure pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure- V.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

23. BOARD EVALUATION :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

24. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the reconstituted board is not to be considered responsible for any previous policy.

responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Approval of the Resolution Plan.

DIRECTORS REPORT

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to internal control system and their adequacy for the Financial Year 2024-25.

26. RISK MANAGEMENT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to Risk Management for the Financial Year 2024-25.

27. COMMITTEES OF BOARD :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. That the Reconstituted Board of Directors relies on the documents / information provided by Resolution Professional in this regard. The reconstituted Board of Directors has no information available in this regard. Based on the data available in the public domain, whatever details of various committees are given in the Corporate Governance Report.

28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to vigil mechanism for the Financial Year 2024-25.

DIRECTORS REPORT

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors, appointed post approval of the resolution plan, has no access to, or independent knowledge of, the operations, decisions, transactions, compliances, records or internal workings of the Company for the said period.

The present Board has prepared this report solely on the basis of limited information, documents and financial statements available in the public domain and the restricted data handed over by the Resolution Professional, which is not independently verifiable. This document is being compiled strictly for the purpose of meeting statutory filing requirements and should not be construed as a confirmation, validation, or certification of the correctness, completeness or accuracy of any information, disclosures, or statements relating to the period prior to the Insolvency Commencement Date.

The new management, the reconstituted Board of Directors, and the present officers of the Company shall not be responsible or liable, in any manner whatsoever, for:

?€? any errors, omissions, misstatements, or inconsistencies in the historical information;

?€? any non-compliances, defaults, penalties, liabilities, or regulatory consequences arising out of past periods; or

?€? the accuracy or reliability of any legacy data included in this Report.

A separate report on Corporate Governance in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) forms part of this report. Also, a report on Management and discussion analysis is annexed herewith as Annexure-I .

Furthermore, it is hereby noted that the reconstituted board and Senior Management (Including KMPs) were not in office for this period and is not to be considered responsible to discharge fiduciary duties with respect to Corporate Governance for the Financial Year 2024-25.

30. AUDITORS AND AUDITORS REPORT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. .

#Data taken from Public Domain

During the FY 2023-24:

a) The Statutory Auditors of the Company M/s. KRA & Co, Chartered Accountants, (Membership No. 503150) resigned vide their email dated August 08, 2023, for the

DIRECTORS REPORT

reason that the Company went into CIRP and the new terms for carrying out the audit was not acceptable; and

b) The Resolution Professional appointed Mr. Rajat Barnwal, Partner of M/s Svaraj & Associates Chartered Accountant, as Statutory Auditor in the CIRP matter of RCI Industries & Technologies Limited, w.e.f. January 6, 2024, for conducting Statutory Audit for Financial year 2022-23 and onwards and conducting Limited Review on Quarterly Basis

Further, during the FY 2025-26, Mr. Ashwani Bansal (Membership No. 529077), Partner at R. Bansal & Co. (Firm Registration No. 002736N), was initially appointed as the Statutory Auditor of the Company, w.e.f. August 5, 2025, to hold the office and conduct the audit of the Company for the financial years starting from April 1, 2022, to March 31, 2025. Thereafter, the Monitoring Committee in their meeting held on October 15, 2025 reappointed Mr. Ashwani Bansal (Membership No. 529077), Partner at R. Bansal & Co. (Firm Registration No. 002736N) as the Statutory Auditor of the Company, to hold the office and conduct the audit of the Company for the financial years starting from April 1, 2025, to March 31, 2030. Hence, the Audit Report pertaining to the period under review is provided by Mr. Ashwani Bansal, the Statutory Auditor(s) of the Company for the period under review.

That the reconstituted Board of Directors of the Company has no information available in this regard and relies on the documents / information provided by the Resolution Professional and which is available in Public Domain. Hence, it is not to be considered responsible for the Audit during the period under review.

31. COST AUDITORS :

The company went into CIRP and during the said period (i.e., from November 25, 2022 to October 9, 2025), the Resolution Professional/Liquidator was at the helm of affairs of your Company and responsible for conducting the cost audit for FY 2022-23 to 2024-25 and subsequently filing the Forms related to Appointment of Cost Auditor and Cost Audit Report with the Registrar of Companies. The reconstituted Board of Directors of the Company has no information available in this regard.

That the newly reconstituted Board is not in position for the appointment of Cost Auditor for previous years and accordingly are not able to file the forms related to the appointment and Audit Report for the previous years. Hence, the reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to appointment and filing of Cost Audit Report for the Financial Year 2022-23 to 2024-25.

32. SECRETARIAL AUDITORS AND REPORT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.That the Reconstituted Board relies on the

documents / information provided by the Resolution Professional in this regard. That the Secretarial Audit Report for the Financial Year ended March 31 st , 2025, has not been shared by the Resolution Professional with the Reconstituted Board.

33. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Provision of Regulation 55A & 76 of the SEBI (Depositories and Participants) Regulations, 1996, require a certificate issued by practicing Company Secretaries, undertaking the Reconciliation of Share Capital Audit in pursuant to SEBI Listing Regulations. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

The reconciliation of shares outstanding at the beginning and at the end of the reporting period is disclosed in Notes to the Audited Financial Statements for FY 2024-25, which forms part of this Annual Report. In this regard, no other information is available with the new management.

34. DEPOSITORY SYSTEMS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.That the Company has entered into agreements with both the Depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate trading in demat form.

35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. . The reconstituted Board of Directors has no information available in this regard.

The brief detailed informations of the material changes and commitment affecting the Financial Position of the Company are the part of the Audited Financial Statement for FY 2024-25 of the Company.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to POSH for the Financial Year 2024-25.

37. COMPLIANCE WITH SECRETARIAL STANDARDS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to Compliance with Secretarial Standards issued by ICSI for the Financial Year 2024-25.

38. DISCLOSURES UNDER MATERNITY BENEFIT ACT 1961 :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to disclosure under maternity benefit act, 1961 for FY 202425.

39. INDIAN ACCOUNTING STANDARDS :

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the aforesaid notification, the Company has transitioned to Ind AS.

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during

the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

40. CREDIT RATING OF SECURITIES :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

41. INVESTOR EDUCTAION AND PROTECTION FUND IIEPF1 :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

42. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY, IF ANY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The details, if any, are disclosed in the Audited Financial Statements for the year ended March 31 st , 2025, which forms part of this Annual Report.

It is hereby noted that the reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015. And in accordance with the Section 32A of the Insolvency and Bankruptcy Code, 2016, the reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Approval of the Resolution Plan.

43. INTERNAL AUDITORS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

That the reconstituted Board is submitting this report solely to ensure compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015, and is not to be considered responsible to discharge fiduciary duties with respect to Internal Audit for the Financial Year 2024-25.

44. FRAUDS REPORTED BY THE AUDITOR :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The Board was reconstituted pursuant to the Honble NCLT, New Delhi Bench, Order dated October 28, 2025, and in this regard, no information is available with the new management.

45. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATION^! :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

The Reconstituted Board, which has been in office since October 28, 2025, is submitting this Report solely to ensure compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the present Directors are not to be regarded as responsible for discharging fiduciary duties relating to the oversight of the financial and operational performance of the Company, or the effectiveness of its internal financial and other controls, for the period under review or for any period prior to the Approval of the Resolution Plan of the Company.

The Reconstituted Board has relied upon the documents and information provided by the Resolution Professional while preparing this Report and the accompanying annexures, and the directors of Reconstituted Board shall not be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the

Company and performance of the management for the period prior to the Effective Date. While preparation of annual report the management has relied on the documents provided by and information made available by the Resolution Professional.

46. MAINTENANCE OF COST RECORDS :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to maintenance of cost records for the Financial Year 2024-25.

47. FAILURE TO IMPLEMENT ANY CORPORATE ACTION :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

48. DELAY, IF ANY, IN HOLDING THE ANNUAL GENERAL MEETING :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

The Reconstituted Board, which has been in office since October 28, 2025, is submitting this Report solely to ensure compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the present management is not responsible for delay in holding the AGM.

49. STATEMENT OF DEVIATION OR VARIATION, IF ANY :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to funds, raised from public offer, pending utilisation for the Financial Year 2024-25.

50. SUSPENSION OF TRADING :

The company went into CIRP (i.e., from November 25, 2022 to October 9, 2025), and during the period under review, the management of the affairs of the Company vested with and was carried out by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. The reconstituted Board of Directors has no information available in this regard.

51. ACKNOWLEDGEMENTS :

Your Reconstituted Board of Directors express their sincere gratitude for the invaluable support and cooperation extended by the various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors, suppliers, business partners, and other stakeholders of the Company. In addition, the Directors would like to convey their deep appreciation to all employees for their exceptional dedication, tireless commitment, and significant contributions to the continued success of the Company.

For and on behalf of the Board of Directors RCI Industries & Technologies Limited

PRANAV SINGLA	DHRUV SINGLA
Managing Director	Director
DIN: 07898093	DIN: 02837754
Date: January 16, 2026	Date: January 16, 2026
Place: Chandigarh	Place: Chandigarh