Galaxy Agrico Exports Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2024.

1. performance highlights (Standalone)

Your Company has performed during the reporting period as follows:

(Rs. In Lacs)

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	732.40	571.22
Other income	15.33	44.42
Total revenue	747.73	615.64
Expenditure	818.93	668.69
Profit (loss) before Tax (PBT)	(71.21)	(53.06)
Exceptional Item	--	--
Tax Expenses:
Current Tax	0.00	0.00
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	(15.61)	(12.14)
Prior Period Tax	0.34	0.26
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss	7.34	14.64
(ii) Income-tax relating to Items that will not be Reclassified to Profit or Loss	(1.85)	(3.69)
Net Profit/loss after tax (PAT)	(50.43)	(30.22)
EPS - Basic	(2.05)	(1.51)
EPS - Diluted	(2.05)	(1.51)

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification/disclosure.

2. OPERATIONAL REVIEW:

During the year under review, companys approach towards growth has delivered satisfactory results during the year 2023-24 as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. transfer to reserves

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

5. share capital

The paid-up equity share capital of the Company as at 31^st March, 2024 consists of 27,31,620 equity shares of Rs. 10 each.

The Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants during the year under review. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

6. conservation of energy, technology absorption and foreign exchange earnings and outgo

The Company has introduced various measures to reduce energy consumption and install the latest technologies.

Conservation of energy:

(i) The steps taken or impact on conservation of energy	Company has already installed tools/ equipment for conservation of Electricity.
(ii) The steps taken by the Company for utilizing alternate sources of energy	There is no need to take additional measure in this regard
(iii) The capital investment on energy conservation equipments	The Company does not have any proposal for additional investment in this regard.

Technology absorption:

The research and experiments are carried on as part of the normal business activities and as such no separate figures are available.

(i) The efforts made toward technology absorption	Company is not required to make any efforts towards the technologies absorption during the year
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	Company is not required to acquire any technologies during the year
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Company has not imported any technologies during the year
(a) The details of technology imported	Nil
(b) The year of import;	Nil
(c) Whether the technology been fully absorbed	Nil
(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof	Nil
(iv) The expenditure incurred on Research and Development	Nil

7. foreign exchange earnings / outgo: -

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

8. subsidiaries, joint ventures and associates

Name of Company: Accumax Rings Limited

Accumax Rings Limited was a subsidiary of the Company which was under process of strike off and the company was dissolved on 08.11.2019.

9. material changes and commitment if any affecting the financial position of the company occurred between the end of the financialyear to which the financial statements relate and the date of the report:

No material changes take place between the end of the financial year upto the date of report which affect the financial position of the Company.

10. material changes and commitment if any affecting the financial position of the company held during the financial year

There have been no significant events occurred during the year under review which affects the Financial Position Balance Sheet date which requires any disclosure.

11. change in the nature of business

There has been no change in the nature of business of the Company in the period under review.

12. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. Statutory Auditors

The Companys auditors M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN 104571W) have been appointed for the first time as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company has appointed them for a period of Five years from conclusion of 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting.

M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN 104571W), have informed the Company that their appointment if made would be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company.

The Auditors comments on your companys accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

14. disclosure of reporting of fraud by AUDITORS under section 143(12):

During the financial year 2023-2024, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boards Report.

15. COST AUDIT

The Company is not required to appoint a cost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013 for the period under review.

16. secretarial audit report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Ms. Janki Dedania, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Boards Report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. corporate social responsibility

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

18. extract of annual return

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at www.galaxyagrico.com.

19. declaration given by independent directors

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

20. board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. details of directors and key managerial personnel appointed/resigned during the year

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 ("the Act") read with relevant Rules there under, the personnel of the Company who acted as "Key Managerial Personnel" during the year under review are as appended below:

S. No. Name of Director	Position
(i) NATHABHAI JERAMBHAI SADARIA (DIN: 00167254)	MANAGING DIRECTOR
(ii) MANOJ HARSUKHLAL SHAH (DIN: 02173383)	WHOLE TIME DIRECTOR
(iii) SANJAY JAYANTILAL PATEL (DIN: 01632620)	WHOLE TIME DIRECTOR
(iv) KIRAN BAVANJIBHAI GOVANI (DIN: 01294557)	INDEPENDENT DIRECTOR
(v) *MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	INDEPENDENT DIRECTOR
(vi) AJAY RAMJIBHAI PATEL (DIN: 00167284)	INDEPENDENT DIRECTOR
(vii) JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	INDEPENDENT DIRECTOR
(viii) MAUSAMIBEN PARESHBHAI SADARIA (DIN: 07046365)	WOMEN DIRECTOR

Changes in Composition of Board of Director after the closure of Financial year:

a. *The Company regrets to inform about the sad demise of Mr. Mansukhlal Nathabhai Govani (DIN:02167809), Non-Executive Independent Director of the Company w.e.f. 30.09.2024, his sudden and sad demise will be an irreparable loss to the Company.

b. As a requirement to Regulation 30 of the SEBI Listing Regulations, the Company needs to appoint an Independent director in place of Mr. Mansukhlal Nathabhai Govani therefore Company on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has, on May 24,2024, appointed Mr. Jay Nayak (DIN: 05174213) as Additional Directors (Non- Executive, Independent) of the Company. The Board has now proposed to regularise the Director as a Non- Executive, Independent Director at an ensuing Annual General meeting subject to the approval of Members.

c. The Board of Director in there meeting held on 11^th July, 2024 has appoint Mr. Abhay Vasantrao Galgate (DIN: 09596308) as the Additional Executive Director of the Company. The Board has now proposed to appoint Mr. Abhay Vasantrao Galgate (DIN: 09596308) as a Executive Director at an ensuing Annual General meeting subject to the approval of Members.

d. The Board of Director in there meeting held on 11^th July, 2024 has appoint Ms. Richa Kachhawaha (DIN: 10702959) as the Additional Non- Executive, Independent Director of the Company. The Board has now proposed to appoint Mr. Abhay Vasantrao Galgate (DIN: 09596308) as a Non- Executive, Independent Director at an ensuing Annual General meeting subject to the approval of Members.

e. The Board of Director in there meeting held on 11^th July, 2024 has appoint Mr. Satish Chander Notiyal (DIN: 06381387) as the Additional Non- Executive, Independent Director of the Company. The Board has now proposed to appoint Mr. Satish Chander Notiyal (DIN: 06381387) as a Non- Executive, Independent Director at an ensuing Annual General meeting subject to the approval of Members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

22. number of meetings of the board of directors

During the year 07 (Seven) Board meetings were convened and held, details of which are as follows:

Sr. No. Date of Board meeting	No. of Directors entitled to attend	No. of Directors Present
01 25.05.2023	8	8
02 26.05.2023	8	8
03 12.08.2023	8	8
04 10.10.2023	8	8
05 04.11.2023	8	8
06 20.11.2023	8	8
07 09.02.2024	8	8

23. vigil mechanism/whistle blower policy for directors and employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the web link to the same is http://www.galaxyagrico.com/vigil_mechanism.html

24. AUDIT COMMITTEE

The Audit Committee comprises of 3 members where 2 directors are non-Executive independent directors. Accordingly, the Company has complied with the requirements of Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 relating to composition of Audit Committee.:

Name of Member	Category	Status	Date of Meeting
			26.05.2023	12.08.2023	04.11.2023	09.02.2024
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Chairman	YES	YES	YES	YES
MANOJ HARSUKHLAL SHAH (DIN: 02173383)	Executive Director	Member	YES	YES	YES	YES
AJAY RAMJIBHAI PATEL(DIN: 00167284)	Non-Executive Independent Director	Member	YES	YES	YES	YES

The Audit Committee has reviewed financial condition and results of operations and analysis, statement of significant related party transactions as submitted by the management, and other information as mentioned in part C Schedule II of SEBI (Listing Obligations and disclosure Requirement) Regulations, 2015. The chairperson of Audit Committee was present at the last AGM.

25. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing obligation and Disclosure Requirement) Regulations 2015, the Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. Accordingly, the Company has complied with the requirements of Regulation 19 of SEBI (Listing obligation and Disclosure Requirement) Regulations 2015 relating to composition of Nomination and Remuneration Committee.

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

The Nomination and Remuneration Committee met once during the year on dated 26^th May, 2023 and the attendance of members at the meetings was as follows:

Name of Member	Category	Status	No. of Meetings attended /held
AJAY RAMJIBHAI PATEL (DIN: 00167284)	Non-Executive Independent Director	Chairman	1/1
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Member	1/1
JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	Non-Executive Independent Director	Member	1/1

26. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with Section 178 of the Companies Act, 2013 and, Regulation 20 of SEBI (Listing obligation and Disclosure Requirement) Regulations 2015 the Board has constituted Stakeholders Relationship Committee. The Committee met once during the year on dated 26^th May, 2023 and the attendance of members at the meetings was as follows:

Name of Member	Category	Status	No. of Meetings attended /held
AJAY RAMJIBHAI PATEL (DIN: 00167284)	Non-Executive Independent Director	Chairman	1/1
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Member	1/1
JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	Non-Executive Independent Director	Member	1/1

The Stakeholders Relationship Committee is primarily review all matters connected with the Companys transfer of securities and Redressal of shareholders/investors/security holders complaints. The committee also monitors the implementation and compliance with the Companys Code of Conduct for prohibition of Insider Trading.

27. sexual harrassement committee

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has complied with provisions relating to the constitution of Committee which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

29. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companys website at the link https://www.galaxyagrico.com/related party policy.html This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

The transactions are being reported in Form AOC-2 i.e. Annexure -A in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements Note No. 32 in accordance with the Accounting Standards.

30. managerial remuneration

a. Remuneration to Directors and Key Managerial Personnel

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the period under review, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the period under review and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/ KMP	Remuneration of Director/ KMP in Rs.	% increase/ decrease in Remuneration	Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1 Manoj Harsukhlal Shah (DIN:02173383)	10,20,000.00	(4.85%)	7.07
2 Sanjay Jayantilal Patel (DIN:01632620)	10,20,000.00	(4.85%)	7.07

*Note: Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Details in the corresponding columns are applicable for Whole-time Directors and KMPs.

2. The median remuneration of employees of the Company during the period under review was Rs. 1,44,144.00;

3. In the financial year, there was a increase of 16.68% in the median remuneration of employees;

4. There were 67 permanent employees on the rolls of the Company as on March 31, 2024.

5. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year was 16.68%.

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

31. corporate governance report

Pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, compliance of Regulation - 17 to 27, Regulation - 46 (2) (b) to (i) and Para-C, D and E of Schedule V, shall not apply to the listed Companies having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

The paid-up equity Share capital of the Company and net worth of the Company as on 31st March, 2024 does not exceed the stipulated criteria of rupees ten crore and rupees twenty-five crore respectively. Hence the Company the provision of Corporate Governance is not applicable on the Company.

32. risk management policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

33. directors responsibility statement

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect to

Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors had 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 and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down Internal Financial controls to be followed by the Company and that such Internal Financial controls are adequate and were operating effectively.

(f) 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.

34. LISTING:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2023-24 to the said Stock Exchange.

35. OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

1. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

2. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. Your Directors further state that during the period under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Acknowledgements

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

For and on behalf of the Board of Directors	Sd/-
Galaxy Agrico Exports Limited	Manoj H. Shah
Sd/-	Whole Time Director
Nathabhai J. Sadariya	DIN:02173383
Chairman and Managing Director
DIN: 00167254
Date: 02.05.2024
Place: Shapar