Galaxy Cloud Kitchens Ltd Directors Report

Annual Report 2024-2025

To,

The Members of Galaxy Cloud Kitchens Limited

Your Directors take pleasure in presenting the Forty-third Annual Report of Galaxy Cloud Kitchens Limited on the business and operations of the Company along with audited financial statements for the financial year ended March 31, 2025.

Financial Results

The Companys financial performance for the year ended March 31, 2025 is as below:

Particulars	Amount in Rs.	Amount in Rs.
	(Thousands)	(Thousands)
	31.03.2025	31.03.2024
Revenue from operations	1,52,316.16	*0.75
Other Income	9079.20	22,690.19
Total Income	1,61,395.36	22,690.94
Personnel Cost	13,923.86	8162.79
Operating and other expenses	1,10,653.54	40,785.67
Total Expenditure	1,24,577.40	48,948.46
Profit before Interest, Depreciation and Tax	36,817.95	(26,257.52)
Less: Interest	12,016.49	11,640.27
Less: Depreciation	5847.51	2615.71
Less: Exceptional Expenses	10,000.00	0.00
Profit/(Loss) from Ordinary Operation before tax	8953.95	(40,513.50)
Less Provision for Tax	0.00	0.00
Profit/(Loss) from Discontinued Operation	(41,860.61)	(1,01,788.48)
Profit/(Loss) after Tax	(32,906.66)	(1,42,301.98)
Other Comprehensive Income/Loss for the year (net of tax)	196.23	708.1
Other Comprehensive Income/Loss for the year	(32,710.43)	(1,41,593.87)

*Turnover of Rs. 21,231.55 thousands, pertaining to discontinued operations, has not been included.

Result of Operations and the State of the Companys Affairs

During the year under review, your Company recorded Rs. 1,52,316.16 thousands revenue from operations. The Profit before interest, depreciation, amortisation, and tax stood at Rs. 36,817.95 thousands, as compared to a loss of Rs. 26,257.52 thousands in the previous financial year.

The loss after tax for the financial year ended March 31, 2025, was Rs. 32,906.66 thousands, reflecting a significant improvement over the loss of Rs. 1,42,301.98 thousands incurred in the previous year.

This reduction in losses is primarily attributable to improved cost management, restructuring efforts, and the strategic transition of the Companys business model from cloud kitchens to retail supermarket stores. The Board remains optimistic about the Companys future prospects and is confident that the ongoing initiatives will lead to enhanced operational performance and financial stability in the years ahead.

Business Outlook

The Company has transitioned into the Retail Supermarket business during the financial year 2024 25. The Company, which was earlier engaged in the Cloud Kitchen business—which was mainly manufacturing of fresh foods including bakery products, desserts, hot meals, cold meals, home meal convenience foods, and ready-to-eat items—had been operating under a B2B model and providing private labelling services to renowned players in the retail industry and catering to QSR companies with a PAN India presence.

However, due to high operating costs the Company continued to incur losses and negative cash flows in the Cloud Kitchen division, which resulted in the management taking a strategic decision to exit from this segment. The management took a calculated call and closed down one commissary at a time. Consequently, the Cloud Kitchens business division was fully shut down during FY 2024–25 on September 30, 2024 pursuant to closure of the Gurugram Commissary. In the meantime, management considering the available backing of Future Group, which at one point of time was pioneer and leader of the organised retail market, took a call to commence supermarket operations.

In April 2024, the Company launched its first pilot retail supermarket store under the brand name ‘Galaxy Supermarket. Based on the positive market response and the successful performance of the pilot store, the Company sought and obtained the requisite shareholder approvals to formally foray into the retail supermarket segment.

Accordingly, the Company has now fully realigned its business operations to focus exclusively on Retail Supermarket stores. The management remains committed to expanding this vertical and is also exploring the introduction of curated in-house brands across select product categories to enhance customer engagement and profitability.

Dividend

The Board of Directors has not recommended any dividend on equity shares for the financial year 2024-25. Further, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), relating to formulation of a Dividend Distribution Policy, are not applicable to the Company.

Transfer to Reserves

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 ("the Act") have been furnished.

Share Capital & Preferential Issue

During the year under review, the Companys shareholders approved an increase in the Authorised Share Capital from Rs.65,00,00,000 (Rupees Sixty Five Crore only) to Rs.100,00,00,000 (Rupees One Hundred Crore only). This increase was approved by an Ordinary

Resolution passed through Postal Ballot on December 11, 2024, and the necessary filings with the Registrar of Companies (RoC) have been completed.

Furthermore during the year, the Company had issued 48,40,000 Compulsorily Convertible Debentures (CCDs) at Rs. 11/- each on a preferential basis to entities belonging to the Promoter Group category, with a 1:1 conversion ratio. Out of the total CCDs, 23,60,000 were converted into equity shares during the financial year ended 31st March, 2025, resulting in an increase in the Companys paid-up share capital from Rs.44,93,76,740/- to Rs.47,29,76,740/- as of that date. The remaining 24,80,000 CCDs were subsequently converted into equity shares during the ongoing financial year 2025 26. As on the date of signing this report, the Company has made application for listing of 24,80,000 equity shares issued upon conversion to BSE Limited, which will be followed by the trading application and corporate action at the depository level.

Alteration of Main Object Clause:

In line with the Companys strategic vision for growth and diversification, the Board of Directors had initiated the process to alter the main object clause of the Memorandum of Association. Pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013, and the rules framed thereunder to insert a new Main Objects clause of the Memorandum of Association ("MoA") of the Company by inserting paragraph number 1C after paragraph number 1B of Clause III (A). This alteration was approved by the shareholders through a Special Resolution passed at the Extraordinary General Meeting (EGM) held on Wednesday 10th July,

2024, The necessary filings with the Registrar of Companies (RoC) have been completed, and the change has been duly registered.

Rights Issue

During the year under review, the Board of Directors, at its meeting held on 24th October 2024, approved a proposal for a Rights Issue of Equity Shares for an amount not exceeding Rs. 50 crore. Over the following months, the Board continuously evaluated prevailing market conditions and strategic considerations to determine the viability of proceeding with the proposed offering. After detailed deliberations, the Board concluded that pursuing the Rights Issue would not be in the best interest of the Company and its stakeholders. Accordingly, at its meeting held on 29th May 2025, the Board decided to cancel the proposed Rights Issue. It is hereby clarified that the Rights Issue was only announced, and no subsequent steps, including the filing of the Draft Letter of Offer with the

Stock Exchange or the Securities and Exchange Board of India (SEBI), were undertaken.

The Company remains committed to exploring alternative strategic funding options, as may be considered appropriate, to support its business plans and growth initiatives.

Change in nature of Business

During the year under review there was a change in the nature of business of the Company. The Company shut down its cloud kitchens business division, and commenced its foray into retail supermarket operations business as detailed in ‘Business Outlook clause of this report. As at year end the Company was operating 12 supermarket stores and 1 Distribution Centre in the state of Harayana.

Statement of Deviation(s) or Variation(s)

Pursuant to Regulation 32 of SEBI Listing Regulations, 2015, the Company confirms that during the year under review, the funds raised through Preferential Issue for allotment of Compulsorily Convertible Debentures have been utilised for the purpose for which they were raised. There has been no deviation or variation in the use of proceeds. The Company has submitted the requisite Statement(s) of Deviation to Stock Exchange periodically until such funds were fully utilised.

Internal Controls

The Company has internal control systems and procedures commensurate with its nature of business which meets the following objectives: y providing assurance regarding the effectiveness and efficiency of operations; y efficient use and safeguarding of resources; y compliance with policies, procedures, applicable laws and regulations; and y transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Board of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee. The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

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 Statutory Auditors and the Internal

Auditors of the Company on the inefficiency or inadequacy of such controls.

Risk Management

The Board of Directors of the Company have formulated a Risk Management Policy which aims at minimising the risk and enhancing the value and reviews the elements of risks with regard to the business. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash Flow Statement for the year ended March 31, 2025 has been provided in the Annual Report and which forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2025 is set out in this Annual Report.

Subsidiaries and Associates

The Company is not a holding Company in terms of Section 2 (46) of the Act. The Company does not have subsidiary, associate or joint venture companies within the meaning of Section 2(87) and Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of Section 129(3) of the Act, is not provided in this report.

Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Companys shares are listed on BSE Limited.

Particulars of Employees and other additional information

The ratio of the remuneration of each Key Managerial Personal (KMP) to the median of employees remuneration as per section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the Boards Report and are provided under Annexure A.

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year and date of this Report.

Annual Return

The Annual Return as on March 31, 2025 in terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the website of the Company – www.galaxycloudkitchens.in

Particulars of Contracts and arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on arms length and in the ordinary course of business and within the ambit of approval from Shareholders for material related party transactions as required under the Companies Act and SEBI Listing Regulations. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review.

The information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 under Annexure B which forms part of this Report.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Corporate Governance

Our corporate governance practices are reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.

A Report on the Corporate Governance and Practicing Company Secretarys Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholders. The auditors certificate for financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Board Diversity

The Company recognises and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender that will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www. galaxycloudkitchens.in. Additional details on Board diversity are available in the Corporate Governance report that forms part of this Annual Report.

Disclosures related to Board, Committees, Policies and number of Board meetings

During the year, 5 (five) Board Meetings were convened and held through audio/video conferencing, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of SEBI Listing Regulations.

The Board had three statutory committees: the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2025, the Board of Directors of the Company consisted of Ms. Pinki Dixit, Whole-time Director, Mr. Vijai Singh Dugar, Ms. Dimple Somani and Ms. Mala Saxena, Independent Directors, Mr. Sunil Biyani and Mr. Sunil Samal, Non-Executive Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Mr. Sunil Samal (DIN: 10468907) is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, has offered himself for being re-appointed at the AGM. The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr. Sunil Samal. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings ("SS-2") forms part of the Notice calling the AGM.

Audit Committee

The Composition, terms of reference, powers and role of Audit Committee of the Company are disclosed in the Corporate Governance Report, which forms part of this Annual Report. There were no instances where the Board did not accept the recommendations of the Audit Committee.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ‘Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Policy on Directors Appointment and Remuneration

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its function of governance and management. The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act is available on our website at www.galaxycloudkitchens.in.

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 Act and SEBI Listing Regulations.

In a separate meeting of independent Directors, performance of non-independent directors, the Board as a whole and the Whole-time Director of the Company was evaluated, taking into account the views of whole-time Director and non-executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of 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.

At a meeting of the Board of Directors, the performance of the Board, its Committees, and individual Directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent Director being evaluated. Moreover, further detail regarding skill, expertise and competencies of Directors are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Details of meetings of Shareholders

The last Annual General Meeting (AGM) of the Company was held on September 30, 2024. During the year under review, the Company convened one Extra-ordinary General Meeting (EGM) on July 10, 2024, and conducted one Postal Ballot process. The details of the shareholders meetings and the Postal Ballot, including the resolutions passed and voting results, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 25 of the SEBI Listing Regulations.

Directors Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. in preparation of the annual accounts for the financial year, the applicable accounting standards have been followed and there are no material departures, wherever applicable; ii. the Directors 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 loss of the Company for the year ended on that date; iii. the Directors 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. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditor s Report

M/s. Yogesh Kansal & Company, Chartered Accountants, Ghaziabad (ICAI Firm Registration No. 507136C), were appointed as the

Statutory Auditors of the Company at the previous AGM of the Company held on 30th September, 2024 for a term of five years, commencing from the conclusion of the 42nd Annual General Meeting (AGM) held for the financial year 2023 24 till the conclusion of the 47th AGM to be held for the financial year 2027 28.

The Auditors Report for the FY 2024-25, when read in conjunction with the accompanying notes on the financial statements, is comprehensive and self-explanatory. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. Consequently, it does not necessitate any comments under Section 134(2)(f) of the Companies Act, 2013. Additionally, it does not report any instances of fraud as specified under Section 143 of the CompaniesAct, 2013.

Furthermore, as mandated by Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they possess a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, affirming their adherence to peer review standards.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further explanation.

However, the Auditors Report includes a statement on Material Uncertainty Related to Going Concern and Emphasis of Matter and Other Matter paragraphs which are provided hereunder along with Managements explanation. The Auditors Report forms part of the financial statements and is enclosed with this Annu al Report.

Auditors Comments	Managements Response
Material Uncertainty Related to Going Concern: We draw attention to Note 32 in the financial statements,The Company is committed to improve its operational efficiency which indicates that, entire net worth of the Company has been eroded due to losses incurred in the current year and its current liabilities exceed its current assets, these events or conditions, along with other matters as set forth in Note 32, indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as awhich have been closed by the Company. These initiatives are going concern.	and has taken various initiatives to boost sales and reduce cost as well as diversify its business activities in field of Super Market stores operations which has potential to generate positive cash flows. At present, the Company is also recognising all provision requirements considering the legacy issue of business activities already yielding desired results and the management is confident that the networth will turn positive in the near future and yield sustainable cash flows to meet all its obligations. Company is ceasing trading or seeking protection from creditors pursuant to laws or regulations.
On the basis of the financial ratios, ageing and expected datesordinarily viewed as continuing in business for the foreseeable of realization of financial assets and payment of financialfuture with neither the intention nor the necessity of liquidation, liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination, we have identified a material uncertainty regarding thea new line of business of operating chain of retail supermarket Companys adverse financial ratios, these adverse ratiosstores in the name and style of "Galaxy Supermarket" in FY 2024- indicate a potential risk to the Companys financial position25. The Company has already opened 12 stores in various tier and performance, raising uncertainty about its ability to meet its financial obligations and sustain its operations in theCompany would plan to start similar operations in other nearby foreseeable future. Refer note no. 33.	As part of its diversification initiative, the Company has commenced II cities and one Distribution Center in the state of Haryana. The states. The management is also contemplating to venture into branded dry fruits and allied food products/distribution business. All these initiatives would take Company on positive growth trajectory and also contribute to its bottom line in coming years.
Emphasis of matters:	The company has shut down the commissary business due to continuous losses incurred in the previous years. This decision 1805.31 Thousands pertains to the Bengaluru Commissary, and same is still unsold due to the Employee-Union dispute. Further, the management was aware of the losses from discontinued operations, which was one of the reason for discontinuing such operations to put a stop on the continuous losses.
We draw attention to Note 29 in the financial statements,has been taken by the management based on the unanimous which discloses a significant item related to discontinuedapproval of the Board. Further, the Assets Held for Sale for Rs operations in Eyelet House, Saki Vihar Road, Opp. Shah Industrial Estate, Andheri(East), Mumbai 400072, Maharashtra with effect from January 31st, 2024 and in 76/F, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana, 122015 with effect from September 30th, 2024. The Assets Held for sale of 1,805.31 (in thousands) and the loss from discontinued operations amounting to 41,860.61(in thousands) which have material implications on the financial statements.	The company has subleased the part of Distribution Centre of Haryana to the other group company, the property is leased by the company and there for the Lease Improvement Charges cannot be differentiated as the Investment. The present sub-lease of a small portion is for a temporary phase, once the Companys operations scale further, the Company intends to use the entire Distribution Centre for its own operations.
Other matters:
It has been noticed that the company holds certain properties which have been given on lease rent that meet the definition of investment property under Ind AS 40 – Investment Property, but the same have not been separately classified or disclosed in accordance with the relevant standard. These properties have been included under property, plant and equipment, and depreciation has been charged as per the Companys accounting policy for owned assets. This treatment is inconsistent with the requirements of Ind AS 40, which mandates separate presentation and specific disclosure requirements. The current accounting approach may impair transparency regarding the nature and use of such assets.
Other matters:	Company has made the provision for the MSME interest as per the provisions of the MSME Act. However the company has made the payments to the Trade payable as per their claims and final negotiation with the respective vendors. Interest will be paid to the vendors only if the claims have been made by such vendor. As of now there has been no claims received by the Company.
We have observed that, MSME Trade payables have been paid off without including interest payable on them, whereas, the provisions were made by the company for the interest payable on these payments during the year as well during the preceding years. This unpaid interest liability is still outstanding in the books of account of the company. As explained by the management, the same is to be paid only when a claim is made by the respective MSME Trade payable for the interest due. However, the above contention is in deviation of the provisions of the relevant Act.
Other matters:	The company has taken the long term leased property and therefore the Company has classified the lease liability as a long term lease Liability.
The company has presented its lease liability as a single item in the financial statements without segregating the current and non-current lease liabilities, as required under Schedule III to the Companies Act, 2013. Other matters:	The Company settled an arbitration dispute pertaining to its Entertainment business and paid the settlement amount thereon. Since the compensation amount could not be reasonably estimated while the arbitration proceedings were ongoing, no contingent liability was recognized in the financial statements of earlier years.
The company has incurred expense of INR 100 Lakhs for settlement of an old outstanding in respect of an arbitration matter of entertainment business, the same was not disclosed in contingent liability in earlier years and has been shown as exceptional expenses in the financial statements for the year.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj & Associates, Practising Company Secretary

(Membership No.: 28907 : Certificate of Practice No.: 14596) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25.The Secretarial Auditors Report for the financial year 2024-25 is enclosed as

Annexure C which forms part of this Report.

The said Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditors

Report contains observations and comments which are mentioned hereunder along with Managements Response:

Auditors Comments	Managements Response
The Company had a Compliance Officer in place until August 17, 2023. As per Regulation 6(1) of SEBI (LODR) Regulations, 2015, the Company was required to appoint another qualified Company Secretary as Compliance Officer within three months from the said date. However, the new Compliance Officer was appointed w.e.f. April 19, 2024, resulting in a delay beyond the stipulated period. Consequently, BSE Limited levied a fine of Rs. 18,000/- (excluding taxes) for the said non-compliance.	The Company was actively seeking a suitable candidate and has complied with Regulation 6(1) of the SEBI LODR Regulations by appointing a qualified Company Secretary as the Compliance Officer with effect from April 19, 2024. Though the delay was unintentional and without any malafide intent, the company has already paid fine levied by BSE Limited.
This non-compliance, which was continuing from the previous financial year was regularised by the Company during the year under review and the fine was duly paid to BSE Limited.
There was a delay in appointing the CFO, with the position remaining vacant for more than three months following the resignation of the previous CFO on April 25, 2023. This resulted in a non-compliance with Regulation 2(f) & 26A of SEBI (LODR) Regulations, 2015. The vacancy was subsequently filled through the re-designation of Deputy CFO as CFO on October 24, 2024.	Following the resignation of the CFO, the Company promptly appointed a Deputy CFO to ensure continuity in financial oversight. The Company evaluated suitable candidates, and upon assessment, the same individual was re-designated as CFO with effect from October 24, 2024.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended), the aforesaid provisions of the Companies Act, 2013 and based on the recommendations of the Audit Committee and subject to the approval of the members of the Company, the Board has appointed Ms. Nidhi Bajaj, Proprietor of M/s. Nidhi Bajaj & Associates., Company Secretary in practice (Membership No.: 28907 : C.P. No.: 14596) as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 48 th AGM to be held for the financial year 2029-30 i.e. to conduct the Secretarial Audit from the financial year 2025-26 to the financial year 2029-30.

Brief profile of M/s. Nidhi Bajaj & Associates., Company Secretary in practice, is separately provided in the Notice of ensuing AGM. Ms. Nidhi Bajaj has given her consent to act as the Secretarial Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations; and (ii) she is not disqualified to be appointed as the Secretarial Auditor in terms of provisions of the Act, Rules made thereunder and

SEBI Listing Regulations.

Cost records and Cost audit

Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies

(Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed as Annexure D to the Boards report.

Declaration on adherence with Companys code of Conduct & Ethics

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, declaration stating that the members of Board of

Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as part of Corporate Governance Report.

Deposits from Public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit)

Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Particulars of Loans, Guarantees or Investments under section 186 of the Act

During the year under review, the Company has not granted any loans, Guarantees nor made any Investments covered under the provisions of Section 186 of the Act.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling complaints of sexual harassment and is compliant with law of the Land. Company has also constituted an Internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. During the year 2024-25, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.galaxycloudkitchens.in.

Detection of Fraud

During the year under review, no fraud has been reported by the auditors viz. statutory and secretarial auditors to the Audit Committee or the Board in terms of Section 143(12) of the Act.

The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (IBC, 2016) during the year along with status at the end of the financial year

The Company has not made any application nor is any proceeding pending against the company under IBC, 2016.

The details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks and financial institutions along with reasons thereof

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

Acknowledgement

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors Galaxy Cloud Kitchens Limited

Sd/-	Sd/-
Pinki Dixit	Sunil Samal
Whole-time Director	Director
DIN: 10469085	DIN: 10468907
Place: Ghaziabad	Place: Cuttack
Date: 29th May, 2025	Date: 29th May, 2025