Galaxy Cloud Kitchens Ltd

To,

The Members of Galaxy Cloud Kitchens Limited

Your Directors take pleasure in presenting the Forty-Second Annual Report of Galaxy Cloud Kitchens Limited on the business and operations of the Company along with audited financial statements for the financial year ended March 31, 2024.

Financial Results

The Company's financial performance for the year ended March 31, 2024 is as below:

Standalone

Result of Operations and the State of the Company's Affairs

During the year under review, your Company had earned revenue from operations (Gross) of Rs. 21232.30 thousands. The loss before finance cost, depreciation and amortization was of Rs. 38713.68 thousands as against Profit of Rs. 16204.04 thousands in the previous year. The loss after tax was Rs. 142301.97 thousands as against loss of Rs. 89,959.02 thousands in the previous year.

Promoter Reclassification

During the year 2021-22, some of the Promoters of the Company had submitted their request to discontinue as Promoters of the Company and further requested the Company to re-classify them under public category. To give effect to the same, the Company had taken approval of the Shareholders by way of postal ballot, after receiving recommendation from the Board in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), based on which an application had been forwarded to the Bombay Stock Exchange ("BSE") where the shares of the Company are listed. BSE vide its letter dated 25^th April, 2024 approved the said reclassification. Post the approval of reclassification application, the following Shareholders have been reclassified from ‘Promoter/Promoter Group' to ‘Public'.

Business Outlook

The Company operates Cloud Kitchens in Mumbai and Gurugram. Cloud Kitchens are mainly engaged in manufacturing of fresh foods ranging from fresh bakery, desserts, hot meals, cold meals to home meal convenience foods and ready to eat products. Currently the Company does private labelling for renowned players in retail industry and caters to QSR Companies having PAN India presence. The Company is currently operating in B2B model. However, in view of continued losses in the cloud kitchens business division resulting in continued negative cash flow, as per the decision of the management, the Company commenced its foray into retail supermarket operations business. Accordingly, the Company would be approaching shareholders for suitable approvals for commencement of the Supermarket operation business under name and style of ‘Galaxy Supermarket' on review of success of its pilot store and after ascertaining the scope, viability, profitability etc. Based, on successful role out of the retail business operations, the Company aims to gradually phase-out of Cloud Kitchens business and focus in its Retail Supermarket operations in the times to come. The management is also planning to deal with its curated brands for specific product categories

Dividend

The Board of Directors of the Company have not recommended any dividend on equity shares in respect of the financial year 2023-24. Provisions of Regulation 43A of the SEBI Listing Regulations with regard to formulation of Dividend Distribution Policy are not applicable to the Company.

Transfer to Reserves

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 ("the Act") have been furnished.

Share Capital

During the year under review, there was no change in the share capital of the Company.

Change in nature of Business

During the year under review there were no change in the nature of business of the Company. However, post the end of FY 2023-24, the Company commenced its foray into retail supermarket operations business and basis positive feedback, the Company aims to gradually phase-out of Cloud Kitchens business and focus in Retail Supermarket operations in the times to come.

Internal Controls

The Company has internal control systems and procedures commensurate with its nature of business which meets the following objectives: y providing assurance regarding the effectiveness and efficiency of y efficient use and safeguarding of y compliance with policies, procedures, applicable laws and regulations; and y transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Board of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee. The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls

Risk Management

The Board of Directors of the Company have formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash Flow Statement for the year ended March 31, 2024 has been provided in the Annual Report and which forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2024 is set out in this Annual Report.

Subsidiaries and Associates

The Company is not a holding Company in terms of Section 2 (46) of the Act. The Company does not have subsidiary, associate or joint venture companies within the meaning of Section 2(87) and Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of Section 129(3) of the Act, is not provided in this report.

Secretarial Standard

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company's shares are listed on BSE Limited.

Particulars of Employees and other additional information

The ratio of the remuneration of each Key Managerial Personal (KMP) to the median of employee's remuneration as per section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the Board's Report and are provided under Annexure A.

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year and date of this Report.

Annual Return

The Annual Return as on March 31, 2024 in terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the website of the Company www.galaxycloudkitchens.in

Particulars of Contracts and arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on arm's length and in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review. The information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 under Annexure B which forms part of this Report.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Corporate Governance

Our corporate governance practices are reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.

As per Regulation 34 (3) read with Schedule VoftheSEBIListingRegulations,theauditor'scertificateon corporate governance is enclosed as Annexure C to the Board's report. The auditor's certificate for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board knowledge, willleveragedifferences skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender that will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www. galaxycloudkitchens.in. Additional details on Board diversity are available in the Corporate Governance report that forms part of this Annual Report.

Disclosures related to Board, Committees, Policies and number of Board meetings

During the year, 5 (five) Board Meetings were convened and held through audio/video conferencing, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. On March 30, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of SEBI Listing Regulations.

As on March 31, 2024, the Board had three statutory committees: the Audit Committee, Nomination, Remuneration and Compensation Committee and the Stakeholders Relationship Committee. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2024, the Board of Directors of the Company consisted of Ms. Pinki Dixit, Whole-time Director, Mr. Vijai Singh Dugar, Ms. Dimple Somani and Ms. Mala Saxena, Independent Directors, Mr. Sunil Biyani and Mr. Sunil Samal, Non-Executive Directors.

During the year under review, Mr. Nishant Dholakia, Executive Director and Chief Executive Officer(DIN:05200058) resigned from the Board with effect from 20^th December 2023. The Company on the recommendation from Nomination, Remuneration and Compensation Committee and subject to the consent of Members at a General meeting, appointed Ms. Pinki Dixit as Additional Director and Whole-time Director with effect from. 20th January 2024. The Company held its Extra-Ordinary General Meeting on 13th February 2024 wherein Members of the Company appointed Ms. Pinki Dixit as Whole-time Director for a period of three years. During the year under review, Mr. Rajesh Mittal (DIN: 00231710) resigned from the Board as Independent Director with effect from 21st August 2023 due to personal reasons and confirmed that there is no other reason other than those stated in his resignation letter dated 21^st August 2023. Consequently, Mr. Rajesh Mittal also ceased to be a member of Audit committee, Nomination, Remuneration & Compensation Committee and Stakeholders Relationship Committee with effect from 21 st August, 2023.

Mr. Manoj Khemka (DIN: 09686636) resigned from the Board as Independent Director with effect from 24^th September 2023 due to personal reasons and confirmed that there is no other reason other than those stated in his resignation letterdated24 ^th September 2023. Consequently, Mr. Manoj Khemka also ceased to be a member of Audit Committee.

During the year under review, Company appointed Mr. Vijai Singh Dugar (DIN: 06463399) as Additional Independent Director with effect from 14^th November 2023. Company further appointed Ms. Mala Saxena as Additional Independent Director with effect from 20^th January, 2024. Further, at Extra-ordinary General Meeting ("EGM") held on 13^th February 2024, both Mr. Vijai and Ms. Mala were appointedasIndependentDirectorsforaperiodoffive . years During the year under review, Mr. Swapnil Kothari (DIN: 05235636) resigned as Non-Executive Director with effect from 17^th August 2023 duetopre-occupationandconfirmedthat there is no other reason other than those stated in his resignation letter dated 17 ^th August 2023. Consequently, Mr. Swapnil Kothari also ceased to be a member of Audit Committee, Nomination, Remuneration & Compensation Committee and Stakeholders Relationship Committee with effect from 17 ^th August, 2023.

Company appointed Mr. Sunil Samal (DIN:10468907) with effect from 20 ^th January 2024 as Additional Non-Executive Director who was later appointed as Non-Executive Director liable to retire by rotation at EGM held on 13^th February 2024.

The Board is of the opinion that Independent Directors are persons of integrity and possess requisite expertise and experience required to fulfil the duties as an Independent Director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Mr. Sunil Biyani (DIN: 00006583) is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, has offered himself for being re-appointed at the AGM. The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr. Sunil Biyani. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings ("SS-2") forms part of the Notice calling the AGM.

The Board wishes to place on record their appreciation for the contributions made by each Director during their tenure as member of the Board of Directors of the Company.

During the year under review, Ms. Neelu Jain resigned as the Company Secretary of the Company from the close of the working hours of May 6, 2023. Ms. Jyoti Shetty, an associate member of the Institute of Company Secretaries of India, was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 10, 2023 and she resigned from the said post with effect from August 17, 2023.

Post the year end, Company has appointed Mr. Harsh Joshi as Company Secretary and Compliance Officer of the Company with effect from 19th April 2024.

During the year under review, Mr. Suraj Bhatt resigned as the Chief Financial Officer of the Company from the close of the working hours of 25^th April, 2023. Mr. Prince Singh was appointed as the Deputy Chief Financial Officer of the Company with effect from 24 ^th May, 2023.

Audit Committee

The Composition, terms of reference, powers and role of Audit Committee of the Company are disclosed in the Corporate Governance

Report, which forms part of this Annual Report. There were no instances where the Board did not accept the recommendations of the Audit Committee.

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ‘Nomination, Remuneration and Compensation Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Policy on Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its function of governance and management. The policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act is available on our website at www.galaxycloudkitchens.in.

Board Evaluation

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

In a separate meeting of independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive Director and non-executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board and the Nomination Remuneration and Compensation 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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At a meeting of the Board of Directors, the performance of the Board, its Committees, and individual Directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent Director being evaluated. Moreover, further detail regarding skill, expertise and competencies of Directors are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Details of meetings of Shareholders

The last Annual General Meeting of the Company was held on September 29, 2023. The details regarding Shareholders Meeting and Postal Ballot are disclosed in the Corporate Governance Report, which forms part of this Annual Report..

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 25 of the SEBI Listing Regulations.

Director's Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. in preparation of the annual accounts for the financial year, the applicable accounting standards have been followed and are no material departures, wherever applicable; ii. the Directors 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 loss of the Company for the year ended on that date; iii. the Directors 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; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financialcontrols have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditor s' Report

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. M/s. S A R A & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No. 120927W, Statutory Auditors of the Company, holds office till the conclusion of the ensuing 42nd Annual General Meeting ("AGM") and are not eligible for reappointment in line of completion of their maximum term. Accordingly, Board of Directors recommend appointment of M/s. Yogesh Kansal & Company (FRN: 507136C) as Statutory Auditors of the Company for a period of five years. Necessary resolution pertaining to appointment of statutory auditors forms part of the Notice of ensuing AGM. M/s. Yogesh Kansal & Company have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India. As required under the provisions of section 139 of theAct,theCompanyhasobtained certificatefrom the Auditors to the effect that their appointment, if written made, would be in conformity with the limits specified in the said section. The Board recommends their appointment. Members are requested to appoint the Statutory Auditors of the Company for a period of five consecutive from the financial year 2024-25 to 2028-29 and fix their remuneration. The Auditors report to the members read together with the relevant notes thereon are self-explanatory and hence do not warrant any comments under section 134(2)(f) of the Act. As required under Regulation 33(d) of the Listing Regulations, the auditors have also in terms of the Peer Review confirmedthattheyholdavalidcertificate issued by the Peer Review Board of the Institute of Chartered AccountantsofIndiaTheNotesonfinancialstatement referred to in the Auditor's Report are self explanatory and do not call for any further explanation. The Auditor's Report does not contain any qualification, reservation or adverse remark or disclaimer and does not contain any instances of fraud as mentioned under Section 143 of the Act. The Auditors' Report contains Emphasis of Matter and Material Uncertainty Related to Going Concern which is given hereunder along with Management's explanation. The Auditors' Report is enclosed with the financial statements as a part of this Annual Report.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj & Associates, Practising Company Secretary (Membership No. 28907/Certificate of Practice No. 14596) was appointed as a Secretarial Auditor to conduct the secretarial audit of Secretarial Auditors' Report for the financial year 2023-24 is enclosed astheCompanyforthefinancial Annexure D which forms part of this Report.

The said Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditors Report contains observations and comments which are mentioned hereunder along with Management's Response:

Cost records and Cost audit

Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal by the regulators or Thereare nosignificant courts or tribunals impacting the going concern status and the Company's operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed as Annexure E to the Board's report.

Declaration on adherence with Company's code of Conduct & Ethics

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, declaration stating that the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is enclosed as Annexure F.

Deposits from Public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Particulars of Loans, Guarantees or Investments under section 186 of the Act

During the year under review, the Company has not granted any loans, Guarantees nor made any Investments covered under the provisions of Section 186 of the Act.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling complaints of sexual harassment and is compliant with law of the Land. Company has also constituted an Internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. During the year 2023-24, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.galaxycloudkitchens.in.

Detection of Fraud

During the year under review, no fraud has been reported by the auditor's viz. statutory and secretarial auditors to the Audit Committee or the Board in terms of Section 143(12) of the Act.

The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (IBC, 2016) during the year along with status at the end of the financial year

The Company has not made any application nor is any proceeding pending against the company under IBC, 2016.

The details of difference between amount of valuation done at the time of one taking loan from banks and financial institutions along with reasons thereof

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

Acknowledgement

The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.