To the Members

Your Directors take pleasure in presenting the Thirty Eight (38^th) Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL RESULTS

Operating Subsidiary - TRI-K Industries Inc., USA

Operating Subsidiary - Galaxy Chemicals (Egypt) S. A. E

2. DIVIDEND

The Board recommends a final dividend of ' 22/- per share for the financial year 2023-24. The total dividend payout for the concluded year shall be ' 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.

3. BUSINESS & FINANCIAL PERFORMANCE

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

Business Scenario

The spate of interest rate increases by the central banks across the world in the previous continued in the current year with FED rolling out two increases of 25 basis points each in May & July 2023 taking the rates at a 22-year high. The current tightening cycle which started in March 2022 is perhaps the most aggressive in decades.

To counter rising inflation, major central banks across the world have raised policy interest rates to restrictive levels. The impact of the same was seen by softening of inflation with the headline inflation falling especially as a result of decline in energy prices - both due to higher energy supplies as well as curbing of demand due to tightening of monetary policies.

Amidst this backdrop of the macroeconomic conditions, domestic economic activity has been resilient supported by capital expenditure & infrastructure spending by the government, underlying resilience of the services sector and healthier corporate and bank balance sheets. Overall, the outlook for growth is improving on the back of domestic drivers of demand, although persisting uncertainties on the global front pose risks to the outlook. Taking into account the revised estimates, GDP growth in India is expected to be around 7.6% for FY 24 and is expected to continue to be at 7.0% in 2024-25 retaining the tag of fastest growing among the major economies of the world.

The situation in the export markets remained challenging. In the United States, the economy was more resilient than expected, on the back of robust domestic demand and a strong labour market. However, demand for the products remained subdued due to high inventory levels and destocking.

Growth weakened in the Euro with industrial sector getting effected by tighter financing conditions, weak demand. Inflation in Euro area declined sharply particularly by negative energy inflation as the strong energy prices of the previous unwound and also due to the effects of tighter monetary policy.

AMET market continued with its macroeconomic challenges with the two largest economies battling high inflation and currency depreciation. Egypt, which is one of the key markets for us due to our presence through our local subsidiary, announced a floating exchange rate regime for its currency, after which the currency lost around 60% of its value. Egypt economy has been hit hard since the pandemic with dwindling tourist revenues and resulting fallout from Russia-Ukraine war and most recently the Israel-Hamas war on its revenues from the Suez canal. Although the depreciation of the currency can inflict more pain in the short term by way of imported food inflation, it will help Egypt's economy in the long term by attracting foreign investment and curbing black market in currencies.

Going forward, the chances of hard landing seem to have receded and risks to the outlook are in balance. While continuation of geopolitical tensions, elevated public debt amidst tight financial conditions, weak recovery in China, geoeconomic fragmentation and extreme weather events pose downside risks to the outlook. While inflation has eased across countries with restrictive policies and easing of supply shocks, it still rules above targets, especially in advanced economies, and the last mile of disinflation is likely to be gradual. Back in India, the election results in the Q1 of FY 25 will be decisive in fortifying and continuation of growth.

Financial Outcomes

Amidst the economic uncertainties, with clear focus on volumes, your company registered a volume growth of 7.7% driven primarily by India. This is a very welcome volume growth since the Covid year of FY 21 which saw volume led growth due to change in the consumption patterns due to COVID. The years, thereafter, remained challenging and volumes remaining subdued on account of external shocks, supply chain disruptions, new geopolitical flashpoints and finally elevated inflation levels which prompted Central banks across the world to resort to tightening of the monetary policies by increasing the interest rates to restrictive levels, not seen in the recent past.

India continued its momentum throughout the year registering a healthy growth of 11%, supported by strong economy, government spending, increased urban demand and lower feedstock prices, though towards the end of the year in Q4 the supply chain uncertainties caused by Red Sea Crisis due to the ongoing Israel- Hamas war proved to be some dampener.

Despite economic volatilities and the supply disruptions caused by the Red Sea Crisis, AMET region registered a marginal decline in volumes. With Egypt moving to a floating exchange rate scenario and different initiatives taken by the Government to spruce up its forex reserves, hopefully we should see better days ahead.

Rest of the World primarily contributed by US & Europe & APAC also registered double digit growth in volumes. US demand however has been subdued due to the effect of destocking and higher inventory levels. Europe is still reeling under higher interest rates and inflation, though we have seen inflation softening recently.

On a consolidated basis, despite around 7.7% growth in volumes, EBITDA declined by around 14% as a result of lower value realisation amidst tight market conditions. Higher other income is contributed by higher investment income and one time foreign exchange gain in our Egypt subsidiary due to the currency devaluation.

This financial year, your Company has introduced a range of groundbreaking products designed to set new standards in performance and sustainability:

Galaxy Hearth? Fabcon Next-gen fabric care

The demand for safer, more effective, and environmental friendly products for fabric care is ever-increasing. Traditional fabric softeners, which use Ester Quats, often face challenges such as thermo-stability issues, yellowing, build-up, and complex manufacturing processes. To address these concerns, Galaxy Surfactants introduced Galaxy Hearth? Fabcon, an innovative, ester-free fabric conditioning ingredient that prioritises safety for both people and the planet.

Galaxy Hearth? Fabcon stands out with its unique Di-amido Quat composition, offering multiple benefits. It effectively prevents build-up over repeated use, avoids yellowing, and provides anti-static and antimicrobial properties, all while retaining fragrance for extended periods. Hearth? Fabcon extends its conditioning benefits to 2-in-1 laundry liquids, fabric sanitisers, and other fabric care applications. Emphasising sustainability, Galaxy Hearth? Fabcon is fully biodegradable with more

than 75% natural content and ensures process safety with its completely solvent-free synthesis. With Hearth? Fabcon, we are setting new standards in fabric care, delivering exceptional performance while prioritising safety and sustainability.

Galseer? Flexcon Conditioning Simplified!

In today's fast-paced world, achieving effortlessly beautiful hair is a universal desire. Whether it's combating frizz, restoring shine, or maintaining vibrant colour, consumers seek hair conditioning products that deliver on their promises. Recognising the essential role conditioners play in maintaining the health and vitality of our hair, Galaxy Surfactants introduced Galseer? Flexcon - an innovative conditioning system designed to revolutionise the hair care landscape.

With consumer demands evolving towards eco-friendly and multifunctional products, Galseer? Flexcon emerges as a solution that perfectly blends performance, innovation and sustainability. From replenishing moisture, enhancing hair sensory to UV-protection, Galseer? Flexcon empowers consumers to care for their hair in ways that align with their unique lifestyles. By offering a waterless alternative and promoting versatile formulations, Galseer? Flexcon not only minimises environmental impact but also empowers consumers to make conscious choices in their hair care routine. With Galseer? Flexcon, Galaxy continues to redefine hair care, offering a holistic solution that nurtures hair with care, confidence, and conscience.

100% Green oil-soluble cleanser

Today's consumers are increasingly aware of their unique skin types and concerns. For those with sensitive and compromised skin, finding products that deliver results without causing irritation can be particularly challenging. Oil-based cleansers are considered ideal for such skin types as they also moisturise the skin by occlusion. However, traditional cleansing systems for shower oils often contain harmful ingredients that can irritate the skin and potentially cause long-term damage. Addressing these issues, Galaxy Surfactants introduced Galseer? DermaGreen, a first-of-its-kind, pre-biotic and 100% green oil-soluble cleanser and skincare ingredient.

Designed with the utmost care and consideration for those with dry, sensitive, and highly irritated skin, Galseer? DermaGreen is hypoallergenic and dermatologically tested, providing assurance to those seeking gentle yet effective skincare solutions. Free from toxic and eco-damaging substances, this innovative cleanser is manufactured using a green manufacturing process, ensuring a sustainable and environmentally friendly approach to skincare. Its versatility allows it to be used in a wide range of personal care products, including shower oils, bath oils, make-up removers, and facial cleansing oils. Galseer? Flexcon DermaGreen embodies Galaxy Surfactants' commitment to developing skin- friendly and eco-conscious solutions for today's discerning consumers.

Range of Emollients

Consumer are getting more and more aware of the skin health and moisturisation. The quest for effective and sustainable skin hydration products has led to the development of emollients that enhance the skin's moisture barrier by protecting the water loss from skin. Identifying this market need, Galaxy Surfactants introduced the GalMOL Range of Emollients which are designed to provide superior hydration and a luxurious sensory experience.

The GalMOL range is a new addition to Galaxy's offerings for leave-on beauty and personal care products, such as creams, lotions, and serums. These emollients excel at improving formulation texture, providing a smooth and enhanced skin feel. GalMOL range include multifunctional products which can be utilised to disperse pigments or crystalline UV filters, adding versatility to their application. With excellent spreadability, skin absorption, and a non-greasy finish, GalMOL emollients are ideal for a wide array of personal care applications. This range allows formulators to meet consumer demands for high performance and exceptional beauty & personal care products.

With multiple new-age offerings, your Company continues to deliver innovative and effective solutions for the personal & home care industry.

4. PEOPLE ENERGY

Our 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 our 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.

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.

In ongoing pursuit of achieving full digitalisation, your Company made noteworthy progress. Through the implementation of various digital initiatives, your Company has been steadily advancing towards 100% digitalisation goal. Key steps taken include the introduction of training recommendations and a digital database for nominations and feedback. Your Company has successfully transitioned behavioural training programmes to online platforms, thereby enhancing accessibility for all. Furthermore, the integration of a digital flow for accessing policy benefits has significantly reduced processing time and improved overall efficiency. To further support employees' development, a digital training calendar tailored for all staff members has been launched.

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.

This year marked a significant milestone as your Company saw the transition of leadership from the founders to being professionally managed. To uphold the values and vision of the founders, your Company has introduced the ‘Annual Founders' Legacy Value Week' to reiterate our dedication to fostering a culture defined by integrity, innovation, excellence, empathy, and collaboration. Notably, the unveiling of inaugural and 15^th Value, ‘Safety First', was a key highlight of this endevour, emphasising the importance of safety as a core aspect of Galaxy's operations and reinforcing the notion that safety excellence is synonymous with organisational excellence.

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.

At Galaxy, we believe that diversity and inclusion are essential for fostering innovation, creativity, and a productive organisational culture. We have actively promoted diversity and inclusion initiatives throughout the year. We have 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.

This year, being certified as a Great Place to Work 2024-25 was a feather in the cap for us. With this, we recognise our commitment to fostering a positive work culture and reflect our ongoing efforts in creating a supportive and engaging environment for our employees.

5. QUALITY

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

The quality of cosmetic ingredients is critical to assure the safety, quality and efficacy of formulations developed by your Company's 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 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).

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 Eco-friendly 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); Product customisations including specification as per pharmacopoeia caring about Vegan Beauty and offering solutions to meet consumer trends have been the efforts to deliver enhanced value to your Company's customers.

6. SUSTAINABILITY / RESPONSIBLE CARE

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's continued march towards improving on innovating environmentally friendly product, operational processes. Your organisations sustainability journey set towards rightly with a clear mission of 2030.

Mission 2030 Encapsulates Goals on following pillars.

• Climate Change - Following pathway of 1.5 Deg. Celsius for reduction of GHG emissions by increasing the renewable source of energy

• Circular Economy - Rethinking and transforming full value chains to create a system in which waste is designed out entirely. This will be achieved by increasing the yield, waste mapping

• Water Stewardship - Being water positive by 1.4 times

• 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 things in FY 24

• Avoided 7,148 tCO2e Emission by increase in % of consumption of solar electrical power

• Rainwater Harvesting of 13,396 m3 of water within the boundary

• Water Positive at Corporate - More than 1.4 times Water Positive

• Recycled water of 1,10,647 KL used in operations

• Sold more than 80,920 MT of RSPO MB Certified Finished goods

• Oil Palm Traceability more than 95% till Mill Level

Your Company continued to adhere to following frameworks:

• Assured Sustainability Report in alignment with AA1000AS version 3 for FY 2022-23

• ISO 14064-2019

• Climate Change "B" Rating - Management Level

• Adherence to RSPO (MB) - SCCS certification 2020

• Certified for VDF certification - Unilever Standard

• Forest Disclosure "C" Rating - Awareness Level

• Water Security Disclosure "B" Rating - Management Level

• Eco Vadis "Gold Standard"

Your Company is awarded with following:

• Indian Sustainability Conclave Award for - Best Water Management company for being more than 1.4 times Water Positive

• Indian Sustainability Conclave Award for - Best Company for using Renewable electrical power of more than 14%

• Indian Sustainability Conclave Award for - Best company for Waste Management having a waste circularity more than 70%

• Indian Sustainability Conclave Award for - Best Green Supply chain company for consuming more than 35,000 MT of RSPO MB Certified raw material

• Cavin Care Award - BEST SUSTAINABLE Company of the Year

• P&G - External Business Partner- Excellence Award

• NCQC - National Excellence award for 2023 - Nagpur Chapter

• 46^th CII National Kaizen Competition - GOLD Award

Your Company continuously engages with stakeholders to seek feedback and improve. Conducted trainings for supply chain partners. Engages with customers during various exhibitions. Actively participated through various industry bodies forums - RSPO, CDP, WWF, CRB, CII, I-SPOC, ICC initiatives to share best practices and perspective to march a journey towards sustainable future.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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' 4.86 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully disbursed ' 4.90 Crores.

A detailed report on amount spent on different activities, results achieved on the initiatives undertaken by your Company is attached with "Annexure B".

During the year, your Company undertook the following CSR initiatives:

Note: Cumulatively during FY 24 your Company has touched 4,90,711 lives (whereas total 12,05,450 lives have been touched after introduction of CSR)

8. SUBSIDIARIES AND ASSOCIATES

As of March 31, 2024, your Company has five wholly- owned subsidiaries within the definition of ‘Subsidiary Company' under the Companies Act, 2013.

Your Company also has an Associate Company in which your Company has 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.

After the end of financial year, your Company has incorporated a new wholly-owned subsidiary viz. Galaxy Specialties Europe B.V. in Netherlands in the month of April 2024.

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.

Your Board has decided to revive Galaxy Chemicals Inc., a 100% owned subsidiary in US, which was earlier decided for wound up. Galaxy Chemicals Inc. would support your Company in trading and distribution activities of products in America.

9. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

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.

i. Changes in the Composition in the Board of Directors and Key Managerial Personnel

Mr. U Shekhar, Managing Director completed his term on February 17, 2024 and thereafter, continued as a non-executive, non-independent director liable to retire by rotation w.e.f. February 18, 2024.

Your Board wishes to thank Mr. Shekhar for his stellar contribution in building Galaxy as a great organisation.

Mr. K. Natarajan has been appointed as the Managing Director for the period of 3 years w.e.f. February 18, 2024.

The above changes in the directorships have been approved by the members through postal ballot on January 16, 2024.

Mr. Vaijanath Kulkarni, Whole-time Director has been designated as Executive Director & Chief Operation Officer w.e.f. February 18, 2024.

Mr. Ganesh Kamath, ex-director of your Company who was continuing as a director of Galaxy Chemicals (Egypt) S.A.E ceased to be director the said subsidiary w.e.f. October 26, 2023.

ii. Independent Directors

As on March 31, 2024, your Company has 5 Independent Directors on its Board.

Mr. M. G. Parameswaran, Independent Director is the Chairman effective April 20, 2022.

Appointment of Mr. Madhavan Hariharan (DIN: 07217072) as an Independent Director for the term of five years w.e.f. May 23, 2023 has been confirmed by the Members in their 37^th AGM held on August 10, 2023.

In the 36^th AGM held on August 5, 2022, Mr. Kanwar Bir Singh Anand (DIN: 03518282) has been appointed as an Independent Director for the term of 5 years commencing from the date of the above AGM.

As per the provisions of the Companies Act, 2013, Mr. M. G. Parameswaran and Mr. Subodh Nadkarni were appointed for a second term in 33^rd AGM & Mrs. Nandita Gurjar was appointed for the second term in 34^th AGM.

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.

iii. Reappointment of Directors Liable to Retire by Rotation

Your Board has 5 Directors who are liable to retire by rotation. Mr. G. Ramakrishnan (DIN: 00264760) is liable to retire by rotation in ensuing AGM and being eligible, your Board recommends him for reappointment.

Mr. Shashikant Shanbhag (DIN: 00265103) does not seek his re-appointment and accordingly he will retire in the ensuing AGM. Your Board has decided not to fill the casual vacancy created by the completion of the term of Mr. Shanbhag.

Your Board wishes to thank to Mr. Shanbhag for his contribution to the Company.

The proposal for reappointment of Mr. G. Ramakrishnan and the retirement of Mr. Shanbhag are covered in Item No. 4 & 5 of the AGM notice as Ordinary Business.

11. NOMINATION AND REMUNERATION POLICY

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.

12. EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

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 FY 24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Director is satisfactory.

13. BOARD COMMITTEES

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.

14. MEETINGS OF THE BOARD AND COMMITTEES

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.

15. DIRECTORS' RESPONSIBILITY STATEMENT

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, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) that 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, 2024 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.

Statutory Auditors

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.

Cost Auditors

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 FY 24. 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. 6 of the AGM Notice as Special Business.

Secretarial Auditors

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 FY 24 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.

17. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

Your Company has a Risk Management Committee and has also complied with the requirement of appointment of Independent Director on the Committee. 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 has kicked off 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.

Your Company has always worked to be contemporary in the application of technology for its business processes and its interface inter and intra organisation. Towards this end review of business process, applications available and the digitisation of process with adequate controls is an ongoing work in progress. 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.

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.

This calls for seamless integration with our consumers, customers and stakeholder operating ecosystems that can lead to a superior experience by improving agility and responsiveness across the business.

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 made major upgrade in the security environment and extend the same to the subsidiaries, applications, and external interfaces.

Technology plays a critical role in cybersecurity and your Company has implemented several measures to enhance its Cybersecurity measures on the principles of Identify Protect, Detect Respond and Recover. 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.

18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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, there was one complaint received in relation to sexual harassment and was closed. The policy for Prevention of Sexual Harassment is available on the website of your Company as given below: https:// www.galaxysurfactants.com/pdf/corporate- governance/policies/Sexual-Harassment-Policy.pdf

19. CORPORATE GOVERNANCE

Your Company is committed to 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 Statutory Auditors of your Company confirming compliances with the conditions of Corporate Governance as stipulated in the Listing Regulations forms part of this Annual Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS 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.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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.

a) Transfer of Unclaimed Dividend and Interest on Fixed Deposit to IEPF

As required under Section 124 of the Companies Act, 2013 (the Act), unclaimed dividend amount aggregating to ' 7,25,800/- (Interim Dividend for FY 2015-16 - ' 5,45,500/- & Special Dividend for FY 2015-16'1,80,300/-) lying with your Company for a period of seven years were transferred during FY 24 to the Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 4,900 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 FY 24. Details of shares transferred are available on the website of IEPF as well as on the website of your Company.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of your Company for FY 24 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.

23. DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013

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:

a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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.

b. Annual Return

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 FY 24, is available on the Company's website at https://www. galaxysurfactants.com/investor-relations/annual- general-meetings.aspx

c. Particulars of Loans, Guarantees or Investments by the Company

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.

d. Related Party Transactions

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:

e. Vigil Mechanism / Whistle Blower Policy

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/corporate- governance/policies/Whistle-Blower-Policy.pdf

f. Material Changes and Commitments

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.

g. Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reserve for FY 24.

h. Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

i. Reporting of frauds

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.

j. Maintenance of Cost Records

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

24. CAUTIONARY STATEMENT

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.

25. APPRECIATION AND ACKNOWLEDGEMENT

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.