Your directors' take pleasure in presenting their Ninth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of Consolidated and Standalone Financial highlights for the Financial Year ended March 31, 2024 and previous Financial Year ended March 31, 2023 is given below:

FINANCIAL PERFORMANCE:

Standalone:

The Total Income of the Company stood at Rs. 37,950.014 thousand for the year ended March 31, 2024 as against Rs. 42,078.556 thousand in the previous year. The Company made a Net Profit of Rs. 10,695.886 thousand for the year ended March 31, 2024 as compared to the Net Profit of Rs. 13,978.426 thousand in the previous year.

Consolidated:

The Consolidated Total Income was at Rs. 2,46,836.991 thousand for the financial year ended March 31, 2024 as against Rs. 3,44,166.890 thousand during the previous financial year. Consolidated Net Profit was at Rs. 20,605.474 thousand for the year ended March 31, 2024 as compared to Rs. 97,436.109 thousand in the previous year.

The Consolidated Financials reflect the cumulative performance of the Company together with its subsidiaries. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.

2. DIVIDEND:

The Company is not required to formulate a Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2024.

3. TRANSFER TO RESERVES

During the Financial Year 2023-24, no amount was transferred from Profit & Loss A/c to reserves of the Company.

4. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

*Mr. Laxmikant Dasrao Bhakre was appointed as Independent Director w.e.f. September 30, 2023.

**Mr. Vipul Dileep Lathi was appointed as Chief Financial Officer w.e.f. March 19, 2024.

***Ms. Aishwarya Jayanta Sheth was appointed as Company Secretary w.e.f. May 8, 2024.

****Mr. Vishal Vinod Sancheti was appointed as Chief Executive Officer w.e.f. August 1, 2024.

*****Mr. Nayan Palwe resigned as Director w.e.f. August 1, 2024.

******Mr. Vighnesh Arun Palkar and Mr. Rohit Shambhulal Joisar was appointed as an Additional Executive Director w.e.f. August 1, 2024.

(A) Appointment:

During the year, the following Directors and Key Managerial Personnel were appointed / re- designated in the Company:

Mr. Laxmikant Dasrao Bhakre was appointed as Independent Director w.e.f. September 30, 2023.

Mr. Vipul Lathi was appointed as Chief Financial Officer w.e.f. March 19, 2024.

Ms. Aishwarya Jayanta Sheth was appointed as a Company Secretary and Compliance Officer w.e.f. May 8, 2024.

Mr. Vishal Sancheti was appointed as Chief Executive Ofiicer w.e.f. August 1, 2024.

Mr. Vighnesh Arun Palkar and Mr. Rohit Shambhulal Joisar was appointed as an Additional Executive Director w.e.f. August 1, 2024.

(B) Cessation:

During the year, the following Directors and Key Managerial Personnel resigned from the Company:

Mr. Vishal Sancheti resigned as Chief Financial Officer and Chief Executive Officer of the Company w.e.f. March 19, 2024.

Ms. Riddhi Bheda resigned as Company Secretary and Compliance Officer w.e.f. April 1, 2024.

Mr. Vipul Lathi conveyed his intention to step down as an Executive Director since he has taken up executive role as the 'Managing Director' of the Company. However, consented to continue as 'Non-Executive Director' of the Company w.e.f. August 1, 2024.

Mr. Nayan Palwe resigned as Director w.e.f. August 1, 2024.

6. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of your Company, during the Financial Year 2023-24.

7. MEETINGS:

During the year, 9 (Nine) Board Meetings were convened and duly held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. AUDIT COMMITTEE:

The Audit Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Vipul Lathi (Member) and Mrs. Nilam Ghundiyal (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

9. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of, Mr. Krishna Rathi (Chairman), Mr. Sandeep Palwe (Member), and Mrs. Nilam Ghundiyal (Member). Powers and role of the Nomination and Remuneration Committee are included in the Corporate Governance Report.

10. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The stakeholders Relationship Committee comprises of, Mrs. Nilam Ghundiyal (Chairman), Mr. Krishna Rathi (Member) and Mr. Sandeep Palwe (Member). Powers and role of the Stakeholders Relationship Committee are included in the Corporate Governance Report.

11. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit Committee, Stakeholders' Relationship Committee (SRC), Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along-with Rules framed thereunder, Regulation 16(1)(b) of SEBI, LODR and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Managers.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-7 is displayed on website of Company www.galacticocorp.com.

14. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is displayed on website of Company www.galacticocorp.com.

15. AUDITORS:

i. Statutory Auditors:

During the year under review, M/s S. H. Dama & Associates (Chartered Accountants) FRN 125932W have been appointed on September 3, 2024 as Statutory Auditor of the Company as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s GRANDMARK & Associates LLP, Chartered Accountants, (Firm Registration Number: 011317N) dated August 12, 2024.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Akshay R. Birla and Associates, Company Secretaries in Practice (CP No.25084), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure II".

iii. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore, the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

16. AUDITOR'S REPORT:

The Auditor's Report and Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

17. VIGIL MECHANISM:

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established and revised in the Board Meeting of the Company conducted on 18^th February, 2023. The Vigil Mechanism Policy has been uploaded on the website of the Company www.galacticocorp.com

18. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/S BKSK and Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

19. COST RECORDS:

The Company was not required to maintain Cost Records, hence the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

20. RISK ASSESSMENT AND MANAGEMENT:

Your Company has, on a continuous basis, been reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks. Your Company has a Risk Management Policy which is displayed on the website www.galacticocorp.com.

21. LISTING WITH STOCK EXCHANGES:

Galactico Corporate Services Limited continues to be listed on BSE Limited. On April 7, 2022 Company migrated to Main Board from SME Platform of BSE. It has paid the Annual Listing Fees for the year 2023-24 to BSE Limited.

22. SUBSIDIARY COMPANIES /ASSOCIATE/JOINT VENTURE:

As on March 31, 2024, your Company has four subsidiaries (Seven Hills Beverages Limited, Palwe Pest Control Private Limited, Instant Finserve Private Limited and Beembox Technologies Private Limited- on a fully diluted basis). The Company acquired Beembox Technologies Private Limited on a fully diluted basis on 11^th February, 2023.

Our subsidiary Instant Finserve Private Limited ("IFPL") has remitted Overseas Direct Investment ("ODI") of Euro 19,300 (Approx. INR 17.75 lakhs) in Ronak Global Trade under automatic route by following Regulations issued by Reserve Bank of India and ODI regulations. Ronak Global Trade will become an Associate of our Company as IFPL will be holding approx. 25% in Ronak Global Trade by virtue of this investment made. The Board of Directors of IFPL at their meeting held on Tuesday, July 9, 2024, have approved transaction of ODI and remittance of funds to Ronak Global Trade, Foreign Company having office at Ouagadougou, Sector 1L, Section Ch, Lot 05, Plot 04 11 Bp 1586 Ouagadougou 11, Burkina Faso.

The Annual Accounts of the above referred subsidiaries shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. Company's Consolidated Financial Statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure I".

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. CONSERVATION OF ENERGY:

Particulars of Conservation of Energy are not given as the Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.

a) Steps taken or impact on conservation of energy: NIL

b) The Step taken by the Company for utilizing alternate sources of energy: NIL

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review.

25. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given under Section 186 of the Companies Act, 2013 are provided in the financial statements of the Company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties referred to under Section 188 of the Companies Act, 2013 entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under are set out in Notes to the financial statements forming part of this Annual Report.

27. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

28. MATERIAL CHANGES AND COMMITMENTS

There were no material changes affecting the financial position of the Company, after the close of the FY 202324 till the date of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace and the same is displayed on the website of the Company www.galacticocorp.com. Company was not in receipt of any complaint of sexual harassment.

31. HUMAN RESOURCES:

Your Company considers people as its biggest assets and 'Believing in People' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

32. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s Akshay Birla and Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure-C.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee and spend funds for CSR activities, hence the provisions of Section 135(5) of the Companies Act, 2013 are not applicable to the Company.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2023-24.

35. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

36. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the financial year under review, there were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the financial year under, no such event has been occurred. Hence, the disclosure relating to the same is not applicable to the Company.

38. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.