Reliance Chemotex Industries Ltd

Dear Members,

Your Directors are pleased to present the 46^th Annual Report of Reliance Chemotex Industries Ltd. ("the Company") along with the Audited Financial Statements for the financial year ended on March 31, 2024.

FINANCIAL PERFORMANCE

The Company's Financial Summary and Highlights are summarized below:

OPERATIONAL PERFORMANCE

Despite the ongoing challenges encountered by the textile sector and industry at large on both the global and domestic front, your Company's performance for the year under review has been commendable. Your Company achieved a total income of Rs. 371.45 crores for FY 2024 as compared to Rs. 371.04 crores for FY 2023. Your Company reported a net profit of Rs. 3.20 crores for FY 2024 against a net profit of Rs. 12.42 crores for FY 2023.

The Company's exports for FY 2024 stood at Rs. 196.58 crores and the Company's domestic sales grew from Rs. 144.98 crores in FY 2023 to Rs. 159.38 crores in FY 2024.

DIVIDEND

The Company has a robust track record of rewarding its shareholders with a consistent dividend payout. The Board of Directors is pleased to recommend a dividend of Rs. 1.00 per share (i.e. 10% of the Face Value of the equity shares of Rs. 10/- each) for the financial year ended on March 31, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting.

The total outflow towards dividend, including tax deducted at source (TDS) on Equity Shares for the year would be Rs. 75.44 Lacs.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders

are requested to refer to the Notice of Annual General Meeting.

CAPACITY EXPANSION

During the year under review, the Company has completed its Expansion Program under the "F", "G" and "2B" Sections by the addition of 13,440 spindles at its Plant located at Village Kanpur, Post Box No. 73, Udaipur, Rajasthan, 313003 on March 30, 2024. The expansion involved an investment of around Rs. 125 crore. The company's capacity has increased to 68,256 spindles from 54,816 spindles i.e. an increment of capacity around 25%.

CHANGES IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8 (5) (ii) of the Companies (Accounts) Rules, 2014. Your Company continues to remain in the same business.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for the financial year 2023-24 in the profit and loss account and does not propose to transfer any amount to the General Reserve of the Company.

SHARE CAPITAL

As on March 31, 2024, the authorised share capital of the Company stood at Rs. 43,75,00,000 comprising 1,35,00,000 equity shares of Rs. 10/- each and 30,25,000 preference shares of Rs. 100/- each, and the paid-up equity share capital as at March 31, 2024 is Rs. 7,54,35,630 comprising of 75,43,563 equity shares of the face value of Rs. 10/- each.

During the financial year 2023-24, the Company has neither issued any shares, nor instruments convertible into equity shares of the Company or shares with differential voting rights, nor has it granted any stock options or sweat equity.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES / AND THEIR PERFORMANCE

During the year under review, the Company has no Subsidiaries/ Associate Companies / Joint ventures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year on March 31, 2024 to which the financial statements relate and the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN THE FUTURE

There were no significant and material orders passed by the regulators, courts or tribunals which would impact the going concern status of the Company and the Company's future operations.

LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY

During the year under review, the Company has not made any investments or given any loans or guarantees or provided any security in connection with a loan to any person or body corporate, as defined under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year under review, were on an arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for transactions that are repetitive in nature or when the need for these transactionscannot be foreseen in advance. There have been no instances where the Board has not accepted any recommendation of the Audit Committee, during the financial year 2023-24.

Details of transactions with Related Parties as required under Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 1 in Form AOC - 2 and forms part of this Report. The Company has adopted a policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link: https://reliancechemotex. com/wp-content/uploads/202 3/02/Policy_on_Related_ Party_Transactions-FINAL.pdf

MEETINGS OF BOARD

The Board of Directors met five times during the year on May 26, 2023, August 11, 2023, November 09, 2023, February 14, 2024 and March 30, 2024. Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India ("Secretarial Standards"). For further details, please refer to the Report on Corporate Governance annexed to this report.

COMMITTEES OF THE BOARD OF DIRECTORS

As on March 31, 2024, the Board of Directors has the following committees:

? Audit Committee

? Nomination & Remuneration Committee

? Stakeholders' Relationship Committee

? Finance Committee

The details of committees along with their composition, number of meetings, attendance at the meetings and other details are provided in the Corporate Governance Report annexed to this report.

CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

? In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nand Gopal Khaitan (DIN: 00020588), Non-Executive & Non Independent Director and Mr. Rahul Shroff (DIN: 02301693), Whole Time Director and designated as Executive Director of the Company were liable to retire by rotation at the 45^th Annual General Meeting and were re-appointed by the members.

? In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjiv Shroff (DIN: 00296008), Managing Director and Mr. Ameya Shroff (DIN: 05315616), Whole Time Director and designated as Executive Director of the Company are liable to retire by rotation at the ensuing

Annual General Meeting and being eligible have offered themselves for re-appointment. The Board of Directors recommends their re-appointment.

? Mr. Sanjiv Shroff (DIN: 00296008) was re-appointed as Managing Director of the Company for a further period of 3 (Three) years w.e.f. September 01, 2023 to August 31, 2026 at the 45^th Annual General Meeting of the Company.

? Mr. Ramadoss Srinivasan (DIN: 00235831) ceased to be an Independent Director of the Company, upon completion of his second term with effect from the close of business hours on March 31, 2024 and also ceased to be a Chairperson of the Board with effect from the close of business hours on March 31, 2024. Your Directors placed on record their sincere appreciation for Mr. Srinivasan's invaluable support, advice and guidance to the Company and its Management during his tenure, which was immensely valuable to build and drive resilient growth and performance of the Company.

? Mr. Narayan Shroff (DIN: 05207412) ceased to be an Independent Director of the Company, upon completion of his second term with effect from the close of business hours on March 31, 2024. Your Directors placed on record their sincere appreciation for Mr. Shroff's invaluable support, advice and guidance to the Company and its Management during his tenure, which was immensely valuable to build and drive resilient growth and performance of the Company.

? Mrs. Dipika Shroff (DIN: 00226941) vide letter dated March 31, 2024, has tendered her resignation as a Non-Executive - Non-Independent Director of the Company, with effect from the close of business hours on March 31, 2024 citing personal and unavoidable circumstances. Your Directors placed on record their sincere appreciation for the strong support, astute stewardship, constructive inputs and thoughtful guidance provided by Mrs. Shroff to the Company and its Management, and for helping set the strategy of the Company and charting its roadmap for the future, which was immensely valuable to drive the growth and performance of the Company.

? Mrs. Sruthy Sreerag Nath (DIN: 10479724) and Mr. Amit Sushilkumar Saboo (DIN: 05311484) were appointed as an Additional Directors (Non-Executive, Independent) of the Company based on the recommendation of the Nomination and Remuneration Committee for a term of 5 years with effect from April 01, 2024 to March 31, 2029, subject to approval of the shareholders of the Company.

? Mr. Vijay Kumar Nagar (DIN: 10552319) was

appointed as an Additional Director (Non-Executive, Non-Independent) of the Company based on the recommendation of the Nomination and Remuneration Committee with effect from April 01, 2024, subject to approval of the shareholders of the Company.

The Company received notice under Section 160 of the Companies Act, 2013, from a member signifying his intention to propose the candidatures of Mrs. Sruthy Sreerag Nath, Mr. Amit Sushilkumar Saboo and Mr. Vijay Kumar Nagar to the office of Directors.

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel of the Company during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, all Independent Directors of the Company have given a declaration that they meet the criteria of Independence and are also registered with the IICA databank of Independent Directors. The Exemption certificate has been received from all the Independent Directors for not-appearing in the Exam conducted by the IICA.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct. In the opinion of the Board of Directors, the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

Further, a familiarization program has been conducted for Independent Directors and the details are uploaded on the company website at https://reliancechemotex.com/wp- content/uploads/2024/04/organized.pdf

FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, and the performance of board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, the effectiveness of board processes, the information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, the effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors held on May 26, 2023 the performance of non-independent directors, the Board as a whole, and the Chairperson of the Company were evaluated,

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings based on their preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

AUDITORS AND AUDIT REPORTS STATUTORY AUDITOR AND AUDIT REPORT

M/s. P K M B & Co., Chartered Accountants (Firm Registration No.: 016746N) (The name of the Statutory Auditor's firm has been changed to P K M B & Co. pursuant to the merger of Jain Pramod Jain & Co. and P K Gaur & Associates w.e.f. 01^st December 2023) was re-appointed as Statutory Auditor of your Company at the 44^th Annual General Meeting held on September 27, 2022, for the second term of five consecutive years commencing from the conclusion of the 44^th Annual General Meeting until the conclusion of the 49^th Annual General Meeting to be held in the year 2027. The Auditor had confirmed that they were not disqualified from being re-appointed as Auditor of the Company.

The Statutory Auditor Report for the financial year 202324 on the financial statements of the Company forms part of this Annual Report. The Auditor have expressed their unmodified opinion on the financial statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Auditor has expressed their observation in their report and the same was explained by the management. The information referred to in the Auditor's Report is self-explanatory and does not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT

M/s. N N & Associates, Cost Accountants (Firm Registration No.: 002322), was re-appointed as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2023-24. The Cost audit report for the financial year 202324 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The information referred to in the Auditor's Report is self-explanatory and does not call for any further comments.

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors of the company at their meeting held on May 24, 2024 has, on the recommendation of the Audit Committee, approved the re-appointment of M/s. N N & Associates, Cost Accountants (Firm Registration No. 002322), as the Cost Auditor, to conduct the Cost Audit for the financial year 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for the financial year 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Bhandari & Associates, Company Secretaries (Firm Registration No.: P1981MH043700) was appointed as Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24, in form MR-3, does not contain any qualifications, reservations or adverse remarks and is annexed to this report as Annexure - 2.

Further, the Board of Directors has approved the reappointment of M/s. Bhandari & Associates, Company Secretaries (Firm Registration No.: P1981MH043700) as Secretarial Auditor at their meeting held on May 24, 2024 for conducting the Secretarial Audit of the Company for the financial year 2024-25.

INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

M/s. Rajeev Amitabh & Co, Chartered Accountants (Firm Registration No.: 009942N) was re-appointed as Internal Auditor of the Company for conducting an Internal Audit for the financial year 2023-24. The Internal Audit Report for the financial year 2023-24 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The information referred to in the Auditor's Report is self-explanatory and does not call for any further comments.

Further, the Board of Directors has approved the reappointment of M/s. Rajeev Amitabh & Co, Chartered Accountants (Firm Registration No.: 009942N) as Internal Auditor at their meeting held on May 24, 2024 for conducting the Internal Audit of the Company for the financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

No instances of fraud were reported by the Auditors under Section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations. The policy provides a framework and process whereby concerns can be raised by its directors or employees or any other person against any kind of discrimination, harassment,victimization or any other unfair practice being adopted against them, and can also report these directly to the Chairperson of the Audit Committee. The policy focuses on promoting ethical behavior in all its business activities and encourages employees to report concerns and unethical behavior, actual or suspected fraud or violation of the company's code of conduct and ethics. Under the said mechanism, employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides adequate safeguards against the victimization of persons who use this mechanism. The Vigil Mechanism/ Whistle Blower Policy has been posted on the Company's website at https://www.reliancechemotex.com/wp-content/ uploads/2021/06/Vigil-Mechanism-Whitsle-blower-policy. pdf . The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company affirms that no director/employee has been denied access to the Chairperson of the Audit Committee and that no complaint was received during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://reliancechemotex.com/wp-content/ uploads/2023/02/CSR-Policy-FINAL.pdf

As required under Section 134 (3) (o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, is annexed as Annexure - 3, which forms part of this Report.

RISK MANAGEMENT POLICY

The Company has adopted measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 and in line with the Risk Management Policy of the Company, after identifying the elements of risks which, in the opinion of the Board, may threaten the very existence of the Company itself. The Company has an elaborate process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

Your Company has a comprehensive Enterprise Risk Management framework to periodically assess risks in the internal and external environments (including Cyber Security) and incorporate mitigation plans in its business strategy and operation plans.

The Risk Management procedure is reviewed by the Board from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment-free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimn and harassment, including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following are the details of sexual harassment cases for the financial year 2023-24:

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the Company's website at http:// www.reliancechemotex.com/reports/financial-reports/

DEPOSITS

During the financial year 2023-24, your Company has not invited, accepted or renewed any deposits within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount remained unpaid or unclaimed as at the end of the year, and there has not been any default in repayment of deposits or payment of interest thereon during the year 2023-2024.In terms of Rule no. 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the borrowings taken from the Directors have been stated in note no.16 of the financial statements.

INTERNAL FINANCIAL CONTROL SYSTEM

For a detailed discussion with reference to the adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure -7.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - 4.

NOMINATION & REMUNERATION POLICY

The Board of Directors has framed the policy on Nomination & Remuneration which lays down the framework in relation to the selection, appointment and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The salient features of the Policy as approved by the Board are as follows:

? Appointment of the Directors and Key Managerial Personnel of the Company.

? Fixation of the remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

? Formulate a criterion for determining qualifications, positive attributes and independence of a director.

? Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent Directors.

? To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.

? Undertake any other matters as the Board may decide from time to time.

The Nomination & Remuneration Policy has been posted on the Company's website at https://reliancechemotex.com/ wp-content/uploads/2022/12/Nomination-Remuneration- Policy.pdf

PARTICULARS OF EMPLOYEES & THEIR DISCLOSURES

Disclosures pursuant to 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 to this Report as Annexure - 5.

Further, disclosures pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - 6.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under the SEBI Listing Regulations is annexed to this report as Annexure - 7.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Report on Corporate Governance for the financial year 2023-24 is annexed to this report as Annexure - 8.

DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The IND AS are prescribed under section 133 of the Companies Act, 2013, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India and notified by the Ministry of Corporate Affairs.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

? In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

? They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

? They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? They have prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis;

? They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

? They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

OTHER DISCLOSURES

There was no instance of one time settlement with any Bank or Financial Institution; and other disclosures with respect to the Board's Report as required under the Companies Act, 2013 read with rules notified thereunder and the SEBI Listing Regulations and other SEBI regulations are either NIL OR NOT APPLICABLE.

CAUTION STATEMENT

Statements in the Board's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Crucial factors that could

influence the Company's operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors that are material to the business operations of the Company.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to every member of the Reliance family for their hard work, dedication and commitment, to whom the credit for the Company's achievements goes. Your Directors would also like to acknowledge the valuable contribution of the Company's Promoters to the continuous improvement in our Business Practices.

Your Company looks upon its suppliers, distributors, retailers, business partners and others associated with it in its progress and the Board places on record its appreciation for the support and co-operation from all of them. The Directors take this opportunity to express their deep sense of gratitude to the Banks, Government and Regulatory authorities, both at the Central and the State levels for their continued guidance and support.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.