Galactico Corporate Services Ltd Directors Report

iv. Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014(as amended) the Board of Directors on the recommendations of the Audit Committee of the Company has appointed M/s BKSK & Associates, Chartered Accountants, as an internal Auditor of the company for FY 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

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

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.

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.

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of

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

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

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

The Directors hereby confirm that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and affirm that

i. the Company provides maternity leave in accordance with the requirements of the Act;

ii. all necessary facilities and entitlements mandated by the law are extended to women employees;

iii. no discriminatory practices are adopted against women employees on account of maternity or child birth

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.

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 arms length basis and details has been disclosed in AOC - 2 attached herewith. 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. Annexure II

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees

from trading in the securities of Galactico Corporate Services Limited at the time when there is unpublished price sensitive information.

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, from time to time for the business requirements.

During the financial year 2024-25 ended 31^st March 2025 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such no specific details are required to be given or provided.

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

There were no material changes affecting the financial position of the Company, after the close of the FY 2024- 25 till the date of this Report.

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

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Private Limited situated at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.

The Management Discussion and Analysis forms part of this Annual report is annexed as Annexure X.

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-2025.

Your Company believes that, its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

46. 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.

47. 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 R. 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 IV.

The Stock Exchange viz. BSE Limited has imposed fine of Rs. 73,160 on the Company as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 for non-compliance under regulation 19(1)/19(2) (Constitution of Nomination and Remuneration Committee) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Quarter ended September 2024.

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.

50. 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 Companys internal financial controls were adequate and effective during the Financial Year 2024-25.

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys 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.

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

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

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.

(Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts)

Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in Actuals)

1. Details of contracts or arrangements or transactions at Arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis.

3. Details of contracts or arrangements or transactions at Arms length basis.

4. Details of contracts or arrangements or transactions at Arms length basis.

4. Details of contracts or arrangements or transactions at Arms length basis.

8. Date on which the special resolution was passed in General meeting as required under first proviso to NA

section 188

5. Details of contracts or arrangements or transactions at Arms length basis.

6. Details of contracts or arrangements or transactions at Arms length basis.

7. Details of contracts or arrangements or transactions at Arms length basis.

8. Details of contracts or arrangements or transactions at Arms length basis.

9. Details of contracts or arrangements or transactions at Arms length basis.

10. Details of contracts or arrangements or transactions at Arms length basis.

11. Details of contracts or arrangements or transactions at Arms length basis.

12. Details of contracts or arrangements or transactions at Arms length basis.

13. Details of contracts or arrangements or transactions at Arms length basis.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations and Disclosure

Requirements), 2015]

I, CS Akshay Birla, Proprietor of Akshay R. Birla & Associates, have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GALACTICO CORPORATE SERVICES LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conduct/ statutory compliances and expressing my opinion thereon.

Based on my verification of the GALACTICO CORPORATE SERVICES LIMITED books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

GALACTICO CORPORATE SERVICES LIMITED ("the Company") for the financial year ended on 31^st March 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder.

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder.

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Applicable)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (Applicable)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee and Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period)

(h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Applicable)

The Stock Exchange viz. BSE Limited has imposed fine of Rs. 73,160 on the Company as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 for non-compliance under regulation 19(1)/19(2) (Constitution of Nomination and Remuneration Committee) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Quarter ended September 2024.

The fine imposed has been paid by the Company and Necessary disclosures have been made subsequent to the imposition of fine. In our opinion, the non-compliance was an isolated incident and has been complied. The Company has taken adequate steps to ensure compliance with Regulation 19(1)/19(2) going forward.

(i) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

and

(j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

(vi) SEBI (Merchant Bankers) Regulation Act, 1992

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered by the Company with Bombay Stock Exchange, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, NonExecutive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on the agenda in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through while the dissenting members views are captured and recorded as part of the minutes, as and when required.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

i) The Company during the reporting period has filed Form ADT-1, Form CHG-4, Form AOC-4 XBRL, Form MGT-7 and Form MGT-14 with additional fees after the due date.

ii) The Company is not having outstanding dues of MSME vendors more than 45 days. Accordingly, Company has not filed Form MSME-1 regarding outstanding payments to MSME vendors

i) During the audit period the company has passed special resolutions as follows:

My Secretarial Audit Report of even date is to be read along with this letter.

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

Wherever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of events, etc.

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.