Reliance Chemotex Industries Ltd Directors Report

The Board of Directors met four times during the year on May 24, 2024, August 14, 2024, November 12, 2024 and February 12, 2025. 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.

As on March 31, 2025, 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.

¦ 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 47^th Annual General Meeting and were re-appointed by the members.

¦ Mr. Utkarsh Gaur (Membership No.: A60237) vide letter dated February 15, 2025, has tendered his resignation as Company Secretary and Compliance Officer of the company with effect from the close of business hours on February 15, 2025. Your Directors placed on record their sincere appreciation for Mr. Utkarshs 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. Chandrasekaran Rajagopalan was appointed as Company Secretary & Compliance Officer along with his existing designation of Chief Financial Officer w.e.f. May 22, 2025 after the closure of financial year ended on March 31, 2025

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 Companys 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.

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 23, 2024 the performance of non-independent directors, the Board as a whole, and the Chairperson of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

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.

M/s. P K M B & Co., Chartered Accountants (Firm Registration No.: 016746N) (The name of the Statutory Auditors 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 2024-25 on the financial statements of the Company forms part of this Annual Report. The Auditors 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

Auditors Report is self-explanatory and does not call for any further comments.

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 2024-25. The Cost audit report for the financial year 2024-25 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The information referred to in the Auditors 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 August 14, 2025 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 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for the financial year 2025-26 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.

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 2024-25. The Secretarial Audit Report for the financial year 2024-25, in form MR-3, does not contain any qualifications, reservations or adverse remarks and is annexed to this report as Annexure - 2. However, there are observations as to noncompliance /alleged non-compliance of the the Companies Act, 2013 for which the Company has paid fines, which are selfexplanatory

Further, the Board of Directors has approved the appointment of M/s. Bhandari & Associates, Company Secretaries (Firm Registration No.: P1981MH043700) as Secretarial Auditor at their meeting held on August 14, 2025 for conducting the Secretarial Audit of the Company from the financial year 2025-26 to 2029-30 subject to the approval of members at ensuing annual general meeting. A resolution seeking approval of the Shareholders for appointment and remuneration payable to the Secretarial Auditor is provided in the Notice of the ensuing Annual General Meeting

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 2024-25. The Internal Audit Report for the financial year 202425 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The information referred to in the Auditors 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 30, 2025 for conducting the Internal Audit of the Company for the financial year 2025-26.

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

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.

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.

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 discrimination 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 2024-25:

During the financial year 2024-25, 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 2024-2025.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.

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.

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.

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.

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.

The Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under the SEBI Listing Regulations is annexed to this report as Annexure - 7.

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.

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.

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, 2025, 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, 2025 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.

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.

During the year under review, Bigshare Services Private Limited was the Registrar and Transfer Agent of the Company.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 1856 Female Employees: 385 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

There was no instance of one time settlement with any Bank or Financial Institution; and other disclosures with respect to the Boards 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. However, ROC has imposed penalty of Rs. 5 lakh on the Company and Rs. 1 Lakh on the

Managing Director for non-compliance of section 90 (Significant Beneficial Owner) of the Companies Act, 2013

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions may be forward-looking 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 Companys 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.

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 Companys achievements goes. Your Directors would also like to acknowledge the valuable contribution of the Companys 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.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS LENGTH BASIS: NIL

4. EXECUTIVE SUMMARY ALONG WITH WEB-LINK(s) OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8, IF APPLICABLE: NOT APPLICABLE

5. a. Average net profit of the company as per sub-section (5) of section 135: Rs. 16,30,62,911/-

b. Two percent of average net profit of the company as per sub-section (5) of section 135: Rs. 32,61,258.21/-

c. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Rs. 46,179/-

d. Amount required to be set-off for the financial year, if any: NIL

e. Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 32,15,079/-

6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 11,47,449/-

b. Amount spent in Administrative Overheads: NIL

c. Amount spent on Impact Assessment, if applicable: NOT APPLICABLE

d. Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 11,47,449/-

e. CSR amount spent or unspent for the Financial Year:

f. Excess amount for set-off, if any:

? Yes 0 No

If Yes, enter the number of Capital assets created/ acquired I I

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/ Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

The Board decided to spend this amount in the funds specified under Schedule VII as per second proviso to sub-section (5) of section 135 due to lack of suitable projects.

In line with the Companys commitment towards conservation of energy, the company continues with its efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the company in this direction are as under:

a. Stoppage of 1 of the 2 Blow Room Lines feeding 6 Nos. Cards in Unit 1 ‘A Section when similar material running and feed all 6 Nos. Cards by one Blow Room Line

b. Removal of 2 Nos. Deduster Unit along with fan from Blow Room line

c. Optimization of Autoconer Suction Blower pressure

d. Optimization of WCS suction pressure in various sections

e. Compressed air leakage arrest in spinning and post-spinning machines

f. Removal of 1 No. Carding Exhaust Fan with motor and feeding carding exhaust directly to WCS

g. Optimization of Pneumatic suction of Ring Frames in Unit 1

h. Installation of Temperature controller for 2 Nos. Steam Driers

These measures have also reduced environmental impact, reduced maintenance time and cost, and improved productivity.

a. In Boiler, use of fossil fuels completely stopped and uses renewable sources like “Biomass”.

b. Installation of 240 kWp Rooftop Solar systems.

Rs. 22,85,002.00

> Increased capacity of multifold knotless yarn on jumbo TFO for heavy-duty application and continuous efforts are going on for the industrial sector for PPS, Polypropylene & Nylon.

> Branding our products name as a ACROPOLISH, EXCELON, BRAVO, KOHINOOR

> We started new product- Polyester-spandex for specially denim market.

> We started to make fancy yarn through Fibre re-engineering for shirting division.

> We started to make products for yarn dying on dye tube & pencil tube for export market.

> Installation of MEE to maintain Zero Liquid Discharge (ZLD) thereby reducing impact on environment

New business in Home Textiles and high-end fabric categories as well as the Customer base is widened.

a. The details of technology imported: The Company has not imported any technology during the last three financial years.

b. The year of import: Not applicable

c. Whether the technology been fully absorbed: Not applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reason thereof: Not

applicable..

Recurring: R & D expenses cannot be segregated.

(Rs. in Lacs)

* Mr. Sanjiv Shroff is father of Mr. Rahul Shroff and Mr. Ameya Shroff accordingly the directors are related to each other.

** Mr. Rahul Shroff is son of Mr. Sanjiv Shroff and brother of Mr. Ameya Shroff accordingly the directors are related to each other.

*** Mr. Ameya Shroff is son of Mr. Sanjiv Shroff and brother of Mr. Rahul Shroff accordingly the directors are related to each other.

**** Mr. Vinay Srivastav, Mr. Madan Gopal Rathi, Mr. Anil Mujumdar, Mr. Pankaj Kothari, Mr. Mahammud Umar Godme and Mr SK Mittal has resigned from the Company Note:

1. The remuneration above does not include provision/payment towards incremental liability on account of gratuity and compensated absences since actuarial valuation is done for the company as a whole.

2. None of the employees held 2% or more of the equity shares of the Company by himself or along with his spouse and dependent children.