Galaxy Surfactants Ltd

Your Directors take pleasure in presenting the Thirty Ninth (39^th) Annual Report together with the Audited Financial Statements for the year ended March 31,2025.

The Board in its meeting held on March 15, 2025 had declared an interim dividend of Rs.18/- per equity share i.e. 180% of nominal value of Rs.10/- each for FY25. The Board recommends a final dividend of Rs.4/- per share for FY25. The total dividend payout for the concluded year shall be Rs.78 Crores.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is in place and available on the website of the Company https ://www.galaxysurfactants.com.

The performance of your Company for the year on a standalone and consolidated basis is reflected by the following ratios:

FY25 has been a period of both challenges and opportunities for Galaxy Surfactants Ltd. Amidst global economic and geopolitical uncertainties, your Company has demonstrated resilience and adaptability. Your Company's commitment to innovation, sustainability, and customer satisfaction has been instrumental in navigating through these complexities.

For FY25, the global economy experienced a slowdown, with the International Monetary Fund (IMF) projected global growth at 3.2% for CY 2024 far lower than the historic average global growth rate of 3.7% from 2000 to 2019. Though inflation started easing from historic high, advanced economies like the United States and the Eurozone faced headwinds, while emerging economies continued to drive global growth. India's economy has shown resilience amidst global uncertainties. According to the IMF, India's economic growth for CY 2024 was initially projected to be 6.7%, but the actual growth was revised downward to 6.5%.

Going forward, as per the latest World Economic Outlook from IMF highlights a further slowdown in global growth, with projections revised downward due to escalating trade tensions and financial market adjustments.

The United States is expected to experience moderate growth, supported by robust domestic demand and a resilient labour market. According to IMF the U.S. growth forecast for 2025 is down to 1.8%, citing intensifying trade tensions and policy uncertainties. The Federal Reserve's cautious approach to monetary policy will be crucial in balancing inflation control with growth support.

The Africa, Middle East, and Turkey (AMET) region presents a mixed economic outlook, with varying growth trajectories across countries. The region's economic resilience is underpinned by strong domestic demand and strategic investments in key sectors. However, challenges such as geopolitical tensions, policy uncertainties, and structural constraints continue to pose risks. According to the IMF - The Middle East and Central Asia is projected to come out of several years of subdued growth, with the rate accelerating from an estimated 2.4% in CY 2024 to 3.0% in CY 2025 and to 3.5 % in CY 2026 as the effects of disruptions to oil production and shipping dissipate and the impact of ongoing conflicts in Middle East lessens. For Turkey, growth is projected to bottom out in 2025 at 2.7 % and accelerate to 3.2 % in 2026, owing to recent pivots in monetary policy. Turkey's economy, despite facing inflationary pressures, shows signs of recovery supported by strong export performance. In Africa, growth is driven by robust agricultural performance and increased infrastructure investments. The region's outlook remains cautiously optimistic, contingent on effective policy responses and regional cooperation.

Back in India, economy continues to demonstrate resilience amid global uncertainties, maintaining its position as one of the fastest-growing major economies. The Reserve Bank of India's (RBI) recent monetary policy adjustments, including repo rate cuts, aim to support growth while keeping inflation in check. Strong rural consumption, a thriving services sector, and robust public capital expenditure are key drivers of domestic growth. The RBI on same lines as IMF projects India's GDP growth at 6.2% for 2025, with a stable outlook supported by sound economic fundamentals and proactive policy measures.

The Indian market experienced a subdued year, ending with a 2% decline in volumes. The first half remained largely stagnant, while the second half underperformed, primarily due to a lacklustre festive season that failed to boost demand. Compounding the situation, raw material prices surged by over 40% between Q2 and Q3, leading to increased cost pressures that were passed on to consumers. This combination of weak seasonal demand and inflationary input costs significantly impacted overall market performance.

The AMET region recorded a modest 1% decline in volumes. The first half of the year was marked by persistent supply chain disruptions, which hindered market performance. However, these challenges began to ease in the second half, allowing for a gradual recovery and improved stability toward the end of the year.

In contrast, the Rest of the World (ROW) delivered a standout performance with 17% volume growth, driven by strong demand for specialty products across the Americas, Europe, and the Asia-Pacific region. This consistent growth throughout the year reflects the success of our strategic focus on high-value offerings and market diversification.

Despite regional headwinds, your Company achieved an overall volume growth of 3.3% for FY25. The robust performance in the ROW market helped offset declines in India and AMET. Your Company's continued emphasis on specialty products and agile response to supply chain and cost challenges were key to sustaining positive momentum.

People and Culture are the core foundation of your Company's strength. Employees are the source of Galaxy's excellence, creating resources for a developmental, sustainable, and successful future. The People Energy Process has been dedicated to fostering a learning work environment, cultivating a highly skilled and engaged workforce, being the custodian of Values and Ethos, and being the employer of choice.

The Talent Acquisition process plays a vital role in acquiring top talent and ensuring the right fit for the organisation. Your Company has implemented an effective recruitment strategy, leveraging digital platforms to attract a diverse pool of candidates. To achieve the strategic goals of the organisation, your Company has established the People Energy Business Partner model, which involved close collaboration with the various business verticals. The primary aim of this partnership is to ensure alignment between the organisation and process goals to facilitate the overall development of the employees. As a result, each department now has a designated business partner with whom they can navigate swiftly for future action.

Your Company made strong progress on the digitalisation front with initiatives that enhanced agility, efficiency, and user experience. The launch of the Employee Helpdesk Portal created a seamless and transparent channel for query resolution, significantly reducing response time. Similarly, the Travel Desk Module replaced manual process with an automated system, streamlining travel and accommodation requests and enhancing operational efficiency.

A key milestone was the implementation of the Human Resource Information Management System at Egypt plant, aligning our international operations with our global digitalisation roadmap and enabling standardised HR processes across geographies.

In the ever-evolving business sphere, your Company has kept our competitive and innovative edge by implementing new techniques in learning and development. By leveraging multimodal dimensionality, such as digital learning platforms equipped with interactive training modules, your Company has provided employees with accessible and engaging learning opportunities that help them to always access training modules. These initiatives have empowered employees to acquire new skills, stay relevant in a rapidly changing business landscape, and contribute to their professional growth.

Furthermore, to ensure that workforce can perform at a required level at a particular job role, your Company has implemented the Competency Assurance System, wherein the current competency level and the desired competency level of the workforce for a specific role are mapped. In addition to this, your Company has provided the learning tools for bridging the learning gap between the actual skill and the desired skill level. This year, your Company has implemented a platform wherein the current competency level, desired skillset, and learning journey of employees can be mapped and analysed.

Your Company acknowledges the importance of employee well-being and has taken proactive steps to prioritise both physical and mental health. To enhance overall employee wellness your Company has implemented a comprehensive wellness programme. This initiative includes regular health check-ups, awareness campaigns, and access to fitness resources. Additionally, your Company has integrated a tracking system to analyse employees' fitness patterns and find areas for improvement. The introduction of wellness progress monitoring has provided valuable insights into employee health trends, allowing your Company to offer further support where needed.

Your Company believes that diversity and inclusion are essential for fostering innovation, creativity, and a productive organisational culture. Your Company have actively promoted diversity and inclusion initiatives throughout the year and implemented policies and procedures to ensure fair and unbiased recruitment practices. This includes hiring individuals with disabilities, implementing gender-neutral policies and procedures, and creating an environment of inclusivity, learning, and acceptance.

With this, your Company recognises its commitment to fostering a positive work culture and reflect ongoing efforts in creating a supportive and engaging environment for your employees.

Your Company is committed to delivering consistently high quality and high performing products and services to its customers.

The quality of performance surfactants and specialty care products manufactured by your Company is critical to assure the safety, quality and efficacy of formulations developed by its customers. Continuous improvement in quality across all domains and implementation of Best Practices at its sites enabled your Company to meet the quality standards set by regulatory authorities (viz. BIS, FDA, CDSCO) and the stringent quality benchmarks set by customers for the product qualifications.

Your Company has effectively implemented the principles of Good Manufacturing Practices (GMP) and Quality Risk Management approaches; and all its manufacturing sites are certified with EFfCI (European Federation for Cosmetic Ingredients) GMP standard. World-class practices such as TPM are adopted at the manufacturing sites augmented by internal benchmarking programmes such as Galaxy Manufacturing Excellence Award (GMEA) and Galaxy Quality Excellence Award (GQEA).

Under the umbrella of Product Stewardship, your Company has maintained a high focus on Product Safety and Compliance. Your Company has further strengthened on developing products which are Ecofriendly and with High Natural Origin content.

Sustainable Product Development emphasising on 12 principles of Green Chemistry has been your Company's approach. Product attestations/certifications like COSMOS/Ecocert, Kosher, Halal, RSPO (MB & SG), ISCC Plus; Product customisations including specifications, caring about Vegan Beauty and offering solutions to meet consumer trends have been the efforts to deliver enhanced value to your Company's customers.

Social compliance is yet another focussed area of your Company and all the manufacturing sites are compliant to the 4-pillar SMETA and EcoVadis Gold Certification.

Your Company is one of India's leading manufacturers of surfactants and other specialty ingredients for the Personal Care and Home Care industry. Your Company continued to march towards improving on innovating environmentally friendly product, operational processes. Your Company's sustainability journey is guided by a clear mission of 2030.

Mission 2030 Encapsulates Goals on following pillars.

Our Mission 2030 is a focussed approach to climate change, circular economy, and water stewardship, Green Supply Chain which entails the following goals:

• Climate Change:

i. Achieving a 75% renewable electricity share by 2030

ii. Planting 5,00,000 trees by 2030.

• Circular Economy:

i. Achieving 90% waste circularity by 2030.

• Water Stewardship:

i. 2 times Water Positive by March 2030

• Diversity and Inclusion - Diverse workplace and leverage the effects of diversity to achieve competitive business advantage

• Green Supply Chain: Oil Palm Traceability till Mill Level 100%

Your Company has achieved following in FY25

• Avoided 10,376.95 tCO2e Emission by increase in 27.76% of consumption of Hybrid (Solar, Wind) electrical power (which constitutes to 20% at Group level)

• Rainwater Harvesting of 12,682 m3 of water within the boundary.

• Water Positive at Corporate level - More than 1 4 times

• Recycled water of 118079m3 used in operations

• Purchased 24,117 MT of RSPO MB Certified raw materials (purchase of 25,555 MT of RSPO MB at Group level)

• Avoided 45581 tCo2e emission due to use of RSPO (MB) certified raw material at GSL level. Avoided 48299 tCo2e emission due to use of RSPO (MB) Certified raw material at Group level.

• Oil Palm Traceability More than 99.6% at MILL level at a Group level

• Waste circularity 96% (at Group level 77%)

Your Company continued to adhere to following frameworks:

• Assured Sustainability Report alignment with AA1000AS version 3 , Type 2 moderate assurance

• ISO 14064-2019

• CDP- Climate Change "B" Rating

• CDP- Water Security Disclosure "A-" Rating

• CDP- Forest Security Disclosure "B" Rating

• Adherence to RSPO(MB)-SCCS certification 2020

• Certified for VDF certification - Unilever Standard

• Eco Vadis "Gold Standard"

• ISCC Plus Certified

Your Company was awarded the following during FY25:

Your Company maintains continuous engagement with stakeholders to gather feedback and drive improvement. The GALSUSTAIN programme was conducted in collaboration with suppliers to promote sustainable practices. Active engagement with customers was carried out through participation in various exhibitions. Additionally, your Company contributed to industry-wide sustainability efforts by participating in forums and initiatives led by RSPO, CDP, WWF, CRB, CII, I-SPOC, and ICC—sharing best practices and insights to advance the journey towards a sustainable future.

In terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company have constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

Your Company has also formulated a CSR Policy and the same is available on your Company's website at https://www.galaxysurfactants.com/about/our-policies.aspx.

All the CSR activities of your Company are in compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013. CSR Committee reviewed and updated the CSR Policy covering the objectives, focus areas, budget, monitoring & reporting among others.

Against' 4.91 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully disbursed Rs.4.92 Crores.

The Report on CSR pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as "Annexure B'' to the Board's Report.

Gyan Sanjeevani initiative has profoundly influenced education in Maharashtra and Gujarat. Your Company has extended comprehensive support to both schools and communities, benefitting 22,623 individuals, including 12,119 students across 90 schools.

Infrastructure Development like:

• Renovation of old school buildings

• Construction of classrooms, IT labs, and science labs equipped with necessary equipment and furniture

• Installation of sports centers for village children

Non-Infrastructure Support like:

• Distribution of 37,000 notebooks & 6,000 school kits

Your Company has cultivated a conducive learning environment, significantly enhancing the educational experience for thousands of students. By providing essential infrastructure and resources, we have empowered young minds to thrive and reach their full potential.

Aarogya Vardheeni project has profoundly transformed the health and well-being of rural and tribal communities around your Company's areas of operation. By ensuring accessible and affordable healthcare, your Company has positively impacted the lives of 15,797 individuals.

• Established hygiene facilities in schools and communities, promoting healthy habits through informative awareness sessions

• Provided nutritional support to orphaned children, essential medical aid to cancer patients, and safe drinking water in schools

• Renovated toilet blocks in schools, with a focus on girls' facilities

• Organised eye camps, facilitated cataract surgeries, and offered primary healthcare services in neighbouring villages

• Distributed MCH kits to expectant mothers and nutritional kits to HIV patients

Dedicated volunteers have been instrumental, donating 866 units of blood through 8 blood donation camps and leading hand hygiene awareness sessions in schools.

Aarogya Vardheeni has significantly improved health outcomes, enhanced hygiene practices, and elevated the quality of life for numerous individuals in rural and tribal regions. Your Company's concentrated efforts showcased the power of collective action in driving positive change achieving:

• Reduction in disease rate within our targeted villages by 50%

• A 30% savings in community medical expenses

• Reduction in school absenteeism by 50% thanks to our hygiene facilities and nutritional programmes

Together, these efforts underline our commitment to fostering healthier, empowered communities.

Samajeek Utthaan initiative has been a catalyst for transformative change in rural areas and tribal belts surrounding your Company's operations resulting in uplifting 17,885 lives through strategic support and collaboration.

• Empowering institution: We have fortified infrastructure and provided financial assistance to institutions supporting specially abled students, senior citizens, and old age homes

• Collaborating with farmers: By working closely with farmers, we have enhanced their productivity and increased their income through targeted interventions

• Community Engagement: Our dedicated employees have fostered community connections and engagement through celebration and impactful activities

• Agricultural Productivity: 30% increase in farmers' output

• Income Growth: 30% rise in farmers' income

• Water Conservation: 50% water saving for farmers through efficient harvesting practices

Samajeek Utthaan has not only amplified livelihoods but also showcased the potential for sustainable rural development. Your Company's concerted efforts have empowered farmers, supported vulnerable populations, and significantly contributed to the overall well-being of rural communities.

Together, these initiatives highlight the transformative power of collective action in fostering resilient and prosperous communities.

Your Company's "Paryavaran Suraksha" project is dedicated towards environmental protection, driving us towards a greener, more sustainable future. Through a combination of tree plantation and renewable energy initiatives, your Company has a significant impact near our operating regions. Your Company's support has empowered hospitals with state-of-the-art sewage treatment plants, recycling nearly 90 million litres of water annually—an extraordinary contribution to water conservation.

During FY25 alone, your Company planted an impressive 1,02,379 trees across Maharashtra, Gujarat & Rajasthan, enriching the green cover and bolstering biodiversity. Installation of Solar projects, with a capacity of generating 175 KW of renewable energy, significantly reduce our carbon footprint and provide almost 100% electricity cost savings for communities and schools.

Touching the lives of 48,689 beneficiaries, Paryavaran Suraksha actively contributes to climate change mitigation by absorbing carbon dioxide and championing the transition to renewable energy sources.

• Enhancing the green cover and biodiversity

• Mitigate climate change by absorbing carbon dioxide through plantation

• Reducing carbon footprint through renewable energy projects

• Reducing the Electricity cost of the community and the schools by almost 100%

Through Paryavaran Suraksha, your Company has reaffirmed commitment to environmental stewardship and sustainability, ensuring a better future for generations to come.

Stree Unnati initiative has been a beacon of empowerment, driving transformative change through education, skill development, and awareness programmes. In the past financial year, your Company's impactful projects benefited 1,120 women and girls, emphasising:

• Capacity building: Strengthening self-help groups to foster community support and economic independence

• Self-defense training: Equipping women with crucial skills for personal safety and empowerment

• Awareness programmes: Educating on vital issues to cultivate informed, empowered women

Stree Unnati has ignited a powerful transformation, enabling women to acquire essential knowledge, skills, and confidence, resulting in:

• Economic Independence: Empowering women to achieve financial self-reliance

• Self-Esteem & Decision-Making: Boosting confidence in personal and communal arenas.

• Community Participation: Enhancing involvement in community decision-making processes

By empowering 1,120 women and girls, Stree Unnati has created a ripple effect, advancing towards a more equitable and inclusive society. This initiative exemplifies the power of collective action in driving positive change and promoting women's empowerment.

During FY25, your Company has touched a remarkable 1,06,124 lives though its various initiatives.

As of March 31,2025, your Company has eight wholly- owned subsidiaries within the definition of ‘Subsidiary Company' under the Companies Act, 2013.

During FY25, your Company has incorporated three new wholly owned subsidiaries viz. Galaxy Specialties Europe B. V., Galaxy Surfactants Mexico S.A. de C.V. and Tri-k Mexico S.A. de C.V.

Your Company also has an Associate Company with shareholding in excess of 20% - formed specifically in connection with compliance requirements under of Electricity Rules, 2005 for Group Captive. Your Company has no role in control or participation in the business decision under the agreement in the above Company and accordingly, accounts of the said Company have not been consolidated.

During the year under review, the Board of Directors has reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries in compliance with the applicable accounting standards, which forms part of this Annual Report.

Pursuant to the provisions of sub section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the financial statement of each of our subsidiaries are set out in the prescribed format AOC-1 which forms part of the Financial Statements section of this Annual Report.

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the Financial Statements of subsidiary Companies are uploaded on the website of your Company i.e., www.galaxysurfactants.com and shall also be available for inspection at the registered office of your Company with prior notice.

After the end FY25, the Board in its meeting held on April 2025 has approved formation of new subsidiary in Europe.

Disclosures relating to remuneration and other details as required under 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 provided in the Annual Report in "Annexure F", which forms part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of your Company with prior notice and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Mr. Shashikant Shanbhag, Promoter and NonExecutive Director (DIN: 00265103) who was liable to be re-appointed by rotation in the 38^th AGM did not seek re-appointment and stepped down from his office w.e.f. August 8, 2024.

Your Board wishes to thank Mr. Shanbhag for his support, effort and inspiration in building Galaxy as a great organisation. It was resolved that the vacancy caused shall not be filled.

As on March 31, 2025, your Company has 4 Independent Directors on its Board.

Mr. M. G. Parameswaran and Mr. Subodh Nadkarni completed their second term as an Independent Directors on August 12, 2024.

Your Board wishes to thank Mr. Parameswaran and Mr. Nadkarni for their guidance over their long association with the Company.

As per the provisions of the Companies Act, 2013, Mr. Kanwar Bir Singh Anand and Mr. Madhavan Hariharan were appointed as Independent Director for the first term of 5 years in 36^th AGM and 37^th AGM respectively. Mrs. Nandita Gurjar was appointed for the second term of 5 years in 34^th AGM.

Subsequent to retirement of Mr. M. G. Parameswaran, Mr. Kanwar Bir Singh Anand, Independent Director has been appointed as the Chairman effective August 13, 2024.

Appointment of Ms. Sangeeta Kapiljit Singh as an Independent Director for the first term of five years w.e.f. February 10, 2025 has been confirmed by the Members through postal ballot on March 25, 2025.

All the Independent Directors are not liable to retire by rotation.

The Independent Directors have given their declaration of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Your Board has 4 Directors who are liable to retire by rotation. Mr. Vaijanath Kulkarni (DIN: 07626842) is liable to retire by rotation in ensuing AGM and being eligible, your Board recommends him for reappointment.

The proposal for reappointment of Mr. Vaijanath Kulkarni is covered in Item No. 4 of the AGM notice as Ordinary Business.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed "Nomination and Remuneration Policy" which inter alia lays down framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of your Company and criteria for selection and appointment of Board Members. The said Policy is annexed as "Annexure C" and forms an integral part of this Report.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors. The evaluation was done through a structured questionnaire which considered various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The details of programmes for familiarisation of Independent Directors of your Company are available on your Company's website www.galaxysurfactants.com.

The Board of Directors has evaluated the Independent Director appointed during FY25 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

I n order to strengthen its functioning, the Board of Directors has constituted the following Committees as per the requirement of Companies Act, 2013 and the SEBI Regulations:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of the Committees along with their charter, composition and meetings held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

Secretarial Standards: Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by your Company.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) t hat the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025 and of the Profit and Loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the Annual Accounts on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018) were re-appointed as Statutory Auditors of your Company at the 36^th Annual General Meeting held on August 05, 2022 for the second term of 5 consecutive years i.e. from the conclusion of 36^th Annual General Meeting till the conclusion of 41^st Annual General Meeting to be held in the year 2027.

The Report given by the Auditors on the Financial Statements of your Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Your Board of Directors, based on recommendation of the Audit Committee, has appointed M/s. Nawal Barde Devdhe & Associates, Cost Accountants in Practice, to audit the cost accounts of your Company for FY26. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 5 of the AGM Notice as Special Business.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor for FY25 is appended as "Annexure E" to this Board's Report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in their report.

Your Company seeks approval of the members for appointment of secretarial auditor for the period 5 years from FY26. The resolution seeking approval is listed as Item no.6 of AGM notice as a Special Business.

Risk management is a critical aspect of any organisation and it involves identifying, assessing and mitigating potential risks that could impact the Company's financial performance, reputation or operations.

Your Company has a Risk Management Committee constituted in accordance with the applicable regulations. The Risk Management Committee meets to identify, discuss and mitigate risks in business & operational areas thereby addressing ongoing design and oversight adequacy needs. The Risk Management Committee periodically reviews the Enterprise Risk Management involving review of design and adequacy of organisation structure, governance framework, policies and processes, identification and mitigation of risks and digitisation possibilities.

Robust systems are the cornerstone of effective risk management. Your Company has always endeavoured to bring in the best system and technology for its business processes and its internal and external interfaces. To this end, the review of business processes, available applications, and the digitisation of these processes with adequate controls is an ongoing effort. We are on one of the best SAP ERP for over a decade, with substantive utilisation of its features and are endeavouring to move subsidiaries on the same to enable seamless availability of real-time data on consolidated operations. We have also implemented a comprehensive HRMS tool to streamline HR processes, improve data management and drive business strategy. We are also working on technologies and applications which will enable integration with our consumers, customers and stakeholder operating ecosystems that can lead to a superior experience by improving agility and responsiveness across the business.

The above reflects on our continuing endeavour to build an intelligent enterprise that will enable us to create a tech-powered customer and stakeholder-centric solutions that meets the intricacies of the business, operations and emerging customer interface needs. This will enable our core business to become smarter and more efficient through online augmented data driven and machine-enabled processes, build ecosystems that will help deliver differentiated customer and stakeholder experience, value proposition, and help build seamless value chain that supports the scale and efficiency of the large but acts with the nimbleness and agility of the small, pre-requisite for sustained competitive growth by leveraging digitisation, technology application and analytics.

Internal Financial Controls are policies, procedures and processes that ensure the accuracy, completeness and reliability of financial reporting and transactions. With periodic review, testing and audit of processes and controls, your company ensures that they are working as expected. Independent audit is undertaken in different areas as per the annual audit plan to identify areas of improvement. Internal controls ensure the efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, prevention and detection of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Internal Audits are carried out by inhouse team as well as external experts. The scope of Internal Audit is reviewed and approved by the Audit Committee. The Internal Auditors regularly monitor and evaluate the efficacy and adequacy of internal control systems in the Company. Significant audit observations and corrective actions are presented to the Audit Committee for review. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements where necessary. The Board of Directors acknowledges the importance of a sound internal control system and remains committed to continuously enhancing it to ensure effective risk management and compliance.

Cybersecurity is essential for any organisation to protect its digital assets from cyber-attacks, data breaches, and other security threats. Cybersecurity is critical to protect against a constantly evolving threat landscape, where attackers are becoming more sophisticated in their tactics, techniques, and procedures. Your Company has identified the constantly increasing cybersecurity threats and investing in cybersecurity solutions and implementation of best practices and also extend the same to the subsidiaries, applications, and external interfaces. Your Company has implemented security solutions which have also provided for round-the-clock surveillance arrangements to track any threats that can help to protect networks, endpoints, and other operating environments.

Your Company believes in deploying the best security solution to keep Galaxy Business and Operating environment secure, safe and scalable to address global growth needs.

Your Company treats its employees equally, with dignity and with no gender bias. Your Company believes and ensures that all employees work in an environment that is free from all kinds of harassments including sexual harassment of women. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an ICC (Internal Complaints Committee). During the year under review, no complaint was received in relation to sexual harassment. The policy for Prevention of Sexual Harassment is available on the website of your Company as given below:

Your Company is committed in maintaining the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance along with the Certificate from the Secretarial Auditors of your Company confirming compliances with the conditions of Corporate Governance as stipulated in the Listing Regulations forms part of this Annual Report.

A report on the Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming an integral part of this Annual Report.

Despite continued endeavour in identifying and communicating the beneficiaries of unclaimed dividend and shares, your Company continues to have some cases of unclaimed dividend on account of various reasons like change in residential address, change in telephone numbers etc. due to which your Company is unable to reach the concerned beneficiaries. Such unclaimed dividends and shares in respect of which dividend has remained unclaimed need to be transferred to IEPF as per statutory provisions.

As required under Section 124 of the Companies Act, 2013 (the Act), unclaimed dividend amount aggregating to Rs.7,88,685 /-(Interim Dividend for FY17'4,26,135/- & Special Dividend for FY17 Rs.3,62,550/-) lying with your Company for a period of seven years were transferred during FY25 to the Investor Education and Protection Fund established by the Central Government.

As required under Section 124 of the Act, 1,950 Equity Shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by your Company to the Investor Education and Protection Fund (IEPF) Authority during FY25. Details of shares transferred are available on the website of IEPF as well as on the website of your Company.

The Business Responsibility and Sustainability Report of your Company for FY25 forms part of this Annual Report as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to section 134 and any other applicable sections of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the shareholders:

As required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" are given in ‘Annexure A" which is appended to this Board's Report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY25, is available on the Company's website at https://www. galaxysurfactants.com /investor-relations/annual- general-meetings.aspx

Particular of loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

The Policy on Related Party Transactions as approved by the Board is available on the website at https://www.galaxysurfactants.com/pdf/ corporate-governance/policies/Policy-on-Related- Party-Transactions.pdf

The particulars of Related Party Transactions in prescribed Form AOC-2 are annexed as "Annexure D" and form an integral part of this Report. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

The disclosure as required by Schedule V, Clause A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

As per Section 177 of the Act, your Company has established a vigil mechanism for the Directors and employees to report genuine concerns. Your Company has a vigil mechanism named "Whistle Blower Policy" to deal with any instances of fraud and mismanagement. The Whistle Blower Policy is available on the website of your Company at https://www.galaxysurfactants.com/pdf/ corporategovernance /policies/Whistleblower%20 Policy 2025.pdf

There are no material changes or commitments affecting the financial position of your Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

Your Company proposes not to transfer any amount to the General Reserve for FY25.

During the year, your Company has received a notice from GIDC to vacate one of its newly acquired land parcels (WDV or. Rs.73.74 Crs as of March 2025). The Company has approached courts challenging the termination and the Courts have granted an interim stay.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

Your Company has made and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Statements in the Directors' Report describing your Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Your Company is grateful to the Government of India, the Governments of Maharashtra and Gujarat, the Government of countries where subsidiaries are located and other Regulators for their continued co-operation, support and guidance. Your Company wishes to thank its investors, banking community, rating agencies and stock exchanges for their support. Your Company would like to take this opportunity to express sincere thanks to all its valued customers, distributors, dealers, agents and suppliers for their continued support and patronage. Your Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organisation's growth and success possible and continue to drive its progress. Finally, your Directors wish to express their gratitude to the members for their trust and support.