RCL Retail Ltd Management Discussions.

We herewith submit Management Discussion and Analysis Report on the business of the Company for the year ended 31st March, 2018.

OVERVIEW

The Financial Statements are prepared in accordance with Indian Accounting Standards (IND AS) as applicable with effect from April 1, 2017 and the financials for the year ended 31st March, 2018 have been prepared in accordance with the recognition and measurement principles as laid down under IND AS and in accordance with Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 together with the comparative period data as at and for the year ended 31st March, 2017.

ECONOMY

The Indian Economy showed signs of a slowdown with a growth of 6.6% in 2017-18. The implementation of the Goods and Services Tax (GST) from 1st July 2017 led to uncertainty and loss of momentum which had an impact on the economic growth. The Indian GDP is estimated to growth of 7.4% for FY 2018-19.

INDUSTRY OVERVIEW

This industry is well placed to benefit from growing demand for packaged foods due to the changing consumer mix, the change in food habits, lifestyle changes, rapid urbanisation, innovative packaging, heightened focus on healthy food and the growth in e-retailing & retailing. Currently, only 40% of Indian Snack market is organized, because many Indian snacks are specific to region, tastes, preferences and material availability.

GROWTH FACTORS & OUTLOOK

Changing lifestyles, tastes and preferences, supported by rising disposable incomes have opened ample growth opportunities for existing players and new entrants alike. Indian consumers are changing rapidly related to the education and awareness of the products. The relatively young population contributes high consumption therefore, this trend is expected to provide a further boost to the growth. The food industry has a bright future due to demographic environment in India, which is a key positive.

KEY CHALLANGES:

The industry is characterized by relatively lower entry barriers although distribution and brand building are the extensive and expensive task. Factors like interest rates, inflation, growth in economic activity, rationalisation of tax structure, job creation and consumer sentiment continues to be the biggest source of threat as well as opportunity for the Company. Other external factors, including a steep rise in interest rates or drastic changes in the policy or regulatory environment can pose financial challenge for the Company.

SEGMENT-WISE ANALYSIS

The Companys Operating segment is identified based on nature of activity, risks and returns. The Company is primarily engaged in Trading of all kinds of tradeable and marketable goods.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place, adequate internal control systems and procedures commensurate with the size and nature of our business and the same is disclosed under Clause 23 of Directors Report.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations might be construed as forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied.

DIRECTORS DECLARATION ON CODE OF CONDUCT:

To

The Members of RCL RETAIL LIMITED

I, Ratanchand Lodha, Director of the Company declare that all the Board members and Senior Management of the Company have affirmed compliance with the code of conduct.

For RCL RETAIL LIMIETD

Place: Chennai Date: 12.11.2018 Sd/-

Ratanchand Lodha

Director

DIN:01534269