On April 21, 2025, Rathi Graphic Technologies Limited officially announced a forthcoming Board of Directors meeting to be held on Thursday, April 24, 2025. The purpose of the meeting is to deliberate and approve matters essential for the effective implementation of the Resolution Plan approved by the Hon’ble National Company Law Tribunal (NCLT) on July 27, 2023.

This prior intimation was made in accordance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates listed companies to provide prior notice to stock exchanges before convening board meetings where price-sensitive matters will be discussed.

Key Items on the Board Meeting Agenda

The meeting of the board is scheduled to address the following two significant matters related to the company’s capital structure:

1. Reduction/Cancellation of Existing Equity Share Capital

The board will evaluate the reduction or cancellation of the existing equity share capital of the company as it stood on the record date of March 21, 2025. This action is aligned with the execution of the Resolution Plan approved by the Hon’ble NCLT, and forms a critical part of the restructuring exercise aimed at reviving the financial health of the company.

Reduction in equity share capital typically involves either:

• Cancelling unissued or inactive shares,

• Writing off accumulated losses,

• Adjusting the capital structure to reflect actual net worth.

This step will enhance the capital efficiency of the company and align the shareholding pattern with its restructured objectives.

2. Preferential Issue of Equity Shares

The board will also consider the issuance and allotment of equity shares on a preferential basis. This is to be carried out under the terms outlined in the Resolution Plan approved by the NCLT. The preferential allotment is expected to bring in strategic or financial investors, allowing the company to raise capital and ensure smoother implementation of the turnaround strategy.

Preferential issues are governed by SEBI’s ICDR regulations, and involve allotting shares to selected investors at a price determined per regulatory guidelines.

The move is aimed at recapitalizing the company, supporting its future operations, and restoring stakeholder confidence.

Compliance with Insider Trading Norms

In accordance with the Code of Conduct adopted by the company under SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for dealing in securities of the company has been closed since April 1, 2025. It will remain closed until 48 hours after the disclosure of the financial results for the quarter and year ending March 31, 2025.

This ensures that no insider trading activity takes place during the sensitive period surrounding financial disclosures and critical board decisions. The company has communicated this to all designated persons and their immediate relatives.

Context of the NCLT Resolution Plan

The Resolution Plan, approved by the NCLT on July 27, 2023, was initiated as part of the company’s strategy to overcome financial distress. It comprises key components such as:

• Restructuring of existing liabilities,

• Fresh infusion of equity,

• Cancellation or realignment of share capital,

• Possible change in ownership or management participation.

Such plans are often necessary when a company undergoes Insolvency Resolution under the Insolvency and Bankruptcy Code (IBC) or other financial restructuring frameworks.

Regulatory Disclosure to BSE

This information was formally disclosed to the BSE Limited (Scrip Code: 524610) by Ms. Jyoti Jha, Director of Rathi Graphic Technologies Limited, holding DIN: 10930742. The announcement was made in adherence to SEBI Regulation 29, which underscores transparency and timely communication with shareholders and market participants.

The company has assured that all relevant updates post board meeting, including approved resolutions and their implementation strategies, will be promptly disclosed in accordance with applicable laws.

Forward Outlook

With the board expected to approve decisive restructuring measures, Rathi Graphic Technologies is positioning itself for a strategic recovery. The two-pronged approach of capital cancellation and fresh preferential issuance is geared towards:

• Cleaning up the balance sheet,

• Infusing new capital,

• Attracting investor interest, and

• Enhancing shareholder value in the long term.

These developments are critical not just from a compliance standpoint but also from a business sustainability and governance perspective.

The outcomes of the April 24 meeting are likely to define the company’s trajectory in FY 2025-26. Investors, stakeholders, and market watchers will be keenly awaiting the board’s resolutions and further regulatory filings in the days following the meeting.

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