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.

1. FINANCIAL RESULTS

Operating Subsidiary - TRI-K Industries Inc., USA

' Crores USD 000’s

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

2. DIVIDEND

The Board in its meeting held on March 15, 2025 had declared an interim dividend of ' 18/- per equity share i.e. 180%
of nominal value of ' 10/- each for FY25. The Board recommends a final dividend of ' 4/- per share for FY25. 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 Overview

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.

Financial Outcomes

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.

I n 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.

4. PEOPLE ENERGY

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.

5. QUALITY

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 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), 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.

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
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

Your Company was awarded the following during FY25:

• 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 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.

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

1. Project - Gyan Sanjeevani (Education)

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

Impact of the project

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.

2. Project - Aarogya Vardheeni (Health &
Hygiene)

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.

Key Initiatives:

• 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

Community Engagement:

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

Impact of the project:

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.

3. Samajeek Utthaan (Community
Development)

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.

Key Initiatives

• 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

Impact of the project:

• 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

Transformative Outcomes:

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.

4. Paryavaran Suraksha (Environment
Protection)

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.

Impact of the Project

• 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.

5. Stree Unnati (Women Empowerment)

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

Impact of the project

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.

8. SUBSIDIARIES AND ASSOCIATES

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.

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.

I n 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.

10. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

Mr. Shashikant Shanbhag, Promoter and Non¬
Executive 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.

ii. Independent Directors

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.

iii. Reappointment of Directors Liable to
Retire by Rotation

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 re¬
appointment.

The proposal for reappointment of Mr. Vaijanath
Kulkarni is covered in Item No. 4 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 FY25 and opined that the
integrity, expertise and experience (including proficiency)
of the Independent Directors 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, 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.

16. AUDITORS

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 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.

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 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.

17. RISK MANAGEMENT & INTERNAL
FINANCIAL CONTROLS

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.

I nternal 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.

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, 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:

https://www.galaxysurfactants.com/pdf/corporate-

governance/policies/POSH-Policy-2025.pdf

19. CORPORATE GOVERNANCE

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.

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 to
IEPF

As required under Section 124 of the Companies
Act, 2013 (the Act), unclaimed dividend amount
aggregating to ' 7,88,685 /-(Interim Dividend for
FY17'4,26,135/- & Special Dividend for FY17
' 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.

b) Transfer of shares to IEPF

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.

22. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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.

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 FY25, 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.

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/
corporategovernance/policies/Whistleblower%20
Policy 2025.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 FY25.

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

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

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

For and on behalf of the Board

K. Natarajan Vaijanath Kulkarni

Navi Mumbai Managing Director Executive Director & COO

May 16, 2025 DIN: 07626680 DIN: 07626842