Galaxy Medicare Ltd Directors Report

To,

The Members,

Galaxy Medicare Limited
Bhubaneswar

Your Directors have great pleasure in presenting the 34th Annual Report on the business and operations
of the company together with the Audited Financial Statements and Auditors Report for the Financial
Year Ended on 31 st March, 2026.

1. FINANCIAL PERFORMANCE

The Summarized Financial Results of our operations for the Financial Year Ending on 31 st March 2026 is
detailed hereunder

(Rupees in Lakhs)

PARTICULARS	2025-2026	2024-2025	(%)
Revenue from Operation	4000.33	3920.16	2%
Other Income	131.20	106.66	19%
Total Income	4131.53	4026.82	3%
Total Expenses	3660.85	3573.46	2%
Profit / (Loss) Before Exceptional and Extraordinary Items and Tax	470.68	453.36	4%
Less : Exceptional Items	-	-	-
Profit/(Loss) Before Tax	470.68	453.37	4%
Tax Expenses:
(a) Current Tax	(115.13)	(106.99)
(b) Deferred Tax	(18.09)	(9.92)
(c) Income Tax for Earlier Years	4.35	0.58
Net Profit / (Loss) After Tax	341.81	337.05	1%

2. BUSINESS OUTLOOK.

The demand for quality medical consumables, wound care products and surgical dressings is
expected to remain strong in the coming years, supported by the continuous expansion of healthcare
infrastructure, increasing healthcare awareness, rising surgical procedures and a growing emphasis
on infection prevention and patient safety. Government initiatives to improve healthcare accessibility,
along with increasing investments in hospitals and healthcare facilities, are expected to further drive
growth in the healthcare and medical consumables industry.

During FY 2026-27, the Company expects to achieve growth of 10% or more, supported by increasing
demand, expansion of its customer base and focused market development initiatives. The Company is
also placing greater emphasis on export opportunities and international market expansion. In this
regard, the Companys team recently visited Tashkent in Uzbekistan and Nairobi in Kenya for business
purposes to explore potential customers and strengthen its international presence.

Going forward, the company aims to expand its customer base and strengthen its presence in both
domestic and international markets through product development and market expansion initiatives.
With its established portfolio of wound care, surgical dressing and orthopedic products and the support
of an experienced management team, the company remains confident of sustaining its growth
momentum and creating long-term value for its stakeholders.

3. REPORT ON PERFORMANCE OF SUBSIDIARY/JOINTVENTURE/ASSOCIATES COMPANIES.

During the year under review, the company did not have any subsidiary, joint venture or associate
company.

4. TRANSFER TO RESERVES.

During the year an amount of Rs. 341.81 Lakhs has been transferred to Reserve & Surplus Account of the
Company and the Total General Reserve as on the close of the Financial Year stood at Rs. 840.80 Lakhs.

5. DIVIDEND.

The Board of Directors has recommended a final dividend at a rate of Rs.0.35 (Rupees Thirty-Five Raise
Only) on the face value of rs.10/- each fully paid up for the Financial Year 2025-2026.

6. SHARES IN SUSPENSE ACCOUNT.

There are No Shares in Suspense Account during the year under review.

7. SHARES IN UNCLAIMED SUSPENSE ACCOUNT.

There are No Shares in Unclaimed Suspense Account during the year under review.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

During the financial year under review, there was No Unpaid or Unclaimed Dividend liable to be
transferred to the Investor Education and Protection Fund (IEPF).

9. COMPULSORYTRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND ("IEPF") SUSPENSE ACCOUNT.

During the financial year under review, No Equity Shares were required to be transferred to the Investor
Education and Protection Fund (IEPF) Account.

10. SHARE CAPITAL.

1) The Authorized Share Capital of the Company as on 31st March, 2026 was Rs.18,00,00,000/-
divided into 1,80,00,000 /- Equity Shares of Rs. 10/- (Rupees Ten Only) each.

2) The Paid Up Equity Share Capital of the Company as on 31st March, 2025 was Rs.11,86,39,830,
divided into 1,18,63,983 Equity Shares of Rs.10 each. During the year, the Company issued and
allotted 33,08,000 Equity Shares of Rs.10 each. Accordingly, as on 31st March, 2026, the Total Paid
Up Equity Share Capital of the Company stood at Rs.15,17,19,830, divided into 1,51,71,983 Equity
Shares of Rs. 10 each.

C) Issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares in the Financial Year under review.

D) Issue of Employee Stock Options

The Company has not issued any Employee Stock Options in the Financial Year under review.

E) Issue of Bonus Shares

The Company has not issued any Bonus Shares in the Financial Year under review.

11. REVISION OF FINANCIAL STATEMENT OR BOARD REPORT.

There is No Revision of Financial Statements of the Company during the last year.

12. INITIAL PUBLIC OFFER (IPO) AND LISTING INFORMATION.

During the year under review, the Company successfully completed an Initial Public Offer (IPO) of
33,08,000 Equity Shares having a face value of Rs.10/- each, at a price of Rs. 54/- per Share, (including a
premium of Rs. 44/- per share). With the valuable support and confidence of our shareholders and
stakeholders, the IPO was fully subscribed and the Companys Shares were successfully Listed on the
SME Emerge Platform of the National Stock Exchange of India Limited (NSE) on 17th September 2025.
The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2025-26 to the
National Stock Exchange of India Limited (NSE) where the Companys Shares are listed.

13. DEMATERIALISATION OF EQUITY SHARES.

All the Equity Shares of the Company are held in Dematerialized Form with the National Securities
Depository Limited and Central Depository Services (India) Limited (the Depository Participants. The
International Securities Identification Number (ISIN) of the Company is INE09A801015.

14. BOARD OF DIRECTORS

The Company has a full pledged Board consisting of Executive Director, Non - Executive Directors and
Independent Directors. The Details of List of Directors as on date is mentioned here in below:

SL NO.	NAME OF THE DIRECTORS	DIN NO.	DESIGNATION	DATE OF APPOINTMENT
1	Mr. Dillip Kumar Das	00402931	Managing Director	23.07.1992
2	Mr. Subhasish Das	00487972	Whole Time Director	10.11.2004
3	Mrs. Kiran Das	02848791	Whole Time Director	09.03.2017
4	Mr. Shaswat Kumar Rout	09132535	Independent Director	24.04.2024
5	Mr. Soumya Mohanty	10659790	Independent Director	30.09.2024
6	Mr. Aklant Das	10773883	Independent Director	30.09.2024

During the Financial Year 2025-26, there was No Change in the Composition of the Board of Directors or
in the Designation of any Director of the Company.

In accordance with the Provisions of Section 152(6) of the Companies Act, 2013 read with the
Companies Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of
the Companies Act, 2013, Mrs. Kiran Das (DIN:02848791), Director of the Company is liable to Retire by
Rotation at the forthcoming 34th Annual General Meeting (AGM) being eligible, has offered herself for
re-appointment.

15. KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Companies Act, 2013, the Company had the following Key Managerial
Personnel as on 31 st March, 2026:

SL NO.	NAME	DESIGNATION
1	Mr. Dillip Kumar Das	Managing Director
2	Mr. Subhasish Das	Whole Time Director
3	Mrs. Kiran Das	Whole Time Director
4	Mr. Tapas Kumar Dhal	Chief Financial Officer
5	Mr. Pralaaju Naik	Company Secretary and Compliance Officer

16. INDEPENDENT DIRECTORS

The Company had following Independent Directors as on 31 st March, 2026:

SL NO.	NAME	DESIGNATION
1	Mr. Shaswat Kumar Rout	Independent Director
2	Mr. Soumya Mohanty	Independent Director
3	Mr. Aklant Das	Independent Director

All the Independent Directors of the Company are Registered with the Databank maintained by the
Indian Institute of Corporate Affairs (IICA) in compliance with the Applicable Provisions of the
Companies Act, 2013 and the relevant Rules made there under. The Company has received
Declarations from all Independent Directors confirming that they meet the Criteria of Independence
Prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1 )(b) of SEBI
(LODR) Regulations, 2015. All the Independent Directors of the Company have complied with the Code
for Independent Directors Prescribed in Schedule IV to the Companies Act, 2013.

The Criteria for determining Qualifications, Positive Attributes and Independence of Directors as well as
the Policy on Familiarization Programmes are available on the Companys Website www.galaxy.in and
can be accessed at https://www.galaxy.in/corporate_policies.html.

A Separate Meeting of the Independent Directors was held on 25th March, 2026 in Terms of Provisions
of Schedule IV of the Companies Act, 2013. All the Independent Directors of the Company were Present
at the Meeting.

17. MEETING OF BOARD OF DIRECTORS/COMMITTEES

A. BOARD MEETING

In compliance with the provisions of Section 173(1) of the Companies Act, 2013, Six (6) Meetings of the
Board of Directors were held during the financial year under review. The gap between any 2 (Two)
consecutive Board Meetings did not exceed 120 Days, as Prescribed under the Companies Act, 2013.
Proper Notices of the meetings were given to all Directors and the proceedings thereof were duly
recorded and signed in the Minutes Book maintained for the purpose in accordance with the
applicable provisions of the Act.

The Details of the Meetings are as follows:

SL. NO.	DATE OF BOARD MEETING	NUMBER OF DIRECTORS ENTITLED TO ATTEND THE MEETING	NUMBER OF DIRECTORS ATTENDED THE MEETING
1	23.06.2025	6	5
2	30.06.2025	6	6
3	20.08.2025	6	6
4	10.12.2025	6	6
5	12.01.2026	6	6
6	28.03.2026	6	6

B. AUDIT COMMITTEE.

In terms of the provisions of Section 177 of the Companies Act, 2013, the Board has constituted an Audit
Committee comprising the following Members:

SL NO	NAME	DESIGNATION IN COMMITTEE	CATEGORY
1	Mr. Shaswat Kumar Rout	Chairman	Independent Director
2	Mr. Soumya Mohanty	Member	Independent Director
3	Mrs. Kiran Das	Member	Whole Time Director

During the Financial Year 2025-26, there were No Changes in the Composition of the Audit Committee.
The Audit Committee met Three (3) Times during the Financial Year 2025-26 on 23rd Dune 2025, 20th

August 2025 and 10th December 2025. All the Members of the Audit Committee were present at all the
Meetings held during the year.

C. NOMINATION AND REMUNERATION COMMITTEE

In terms of provision of Section 178, the Board has constituted Nomination & Remuneration Committee
comprising the following Members:

SL NO	NAME OF THE MEMBER	DESIGNATION IN COMMITTEE	CATEGORY
1	Mr. Shaswat Kumar Rout	Chairman	Independent Director
2	Mr. Soumya Mohanty	Member	Independent Director
3	Mr. Aklant Das	Member	Independent Director

The Composition of the Nomination & Remuneration Committee was Reconstituted on 17th October,
2025. Prior to the Reconstitution, Mrs. Kiran Das was a Member of the Committee and Mr. Aklant Das
was Inducted as a Member upon Reconstitution.

During the Financial Year 2025-26, One (1) Meeting of the Nomination and Remuneration Committee
was held on 20th August, 2025. Mr. Shaswat Kumar Rout, Mr. Soumya Mohanty and Mrs. Kiran Das,
being the Members of the Committee on the date of the Meeting, attended the Meeting.

D. STAKEHOLDERS RELATIONSHIP COMMITTEE.

In terms of provision of Section 178(5) the Board has constituted Stakeholders Relationship Committee
comprising the following Members:

SL NO	NAME OF THE MEMBER	DESIGNATION IN COMMITTEE	CATEGORY
1	Mr. Soumya Mohanty	Chairman	Independent Director
2	Mr. Shaswat Kumar Rout	Member	Independent Director
3	Mr. Aklant Das	Member	Independent Director
4	Mrs. Kiran Das	Member	Whole Time Director

The Stakeholders Relationship Committee was constituted during the Financial Year 2025-26 upon
listing of the Companys Equity Shares on NSE Emerge. There were No changes in the composition of
the Stakeholders Relationship Committee from the date of its constitution till 31 st March, 2026.

During the Financial Year 2025-26, One (1) Meeting of the Stakeholders Relationship Committee was
held on 28th March, 2026. All the Members of the Committee were Present at the Meeting.

E. INITIAL PUBLIC OFFER (IPO) COMMITTEE.

During the year under review, the Board of Directors constituted an IPO Committee comprises the
following Members:

SL NO	NAME OF THE MEMBER	DESIGNATION IN COMMITTEE	CATEGORY
1	Mr. Dillip Kumar Das	Chairman	Managing Director
2	Mrs. Kiran Das	Member	Whole Time Director
3	Mr. Soumya Mohanty	Member	Independent Director

The Composition of the IPO Committee remained unchanged during the Financial Year 2025-26.

The Committee met Four (4) Times during the Financial Year 2025-26 on 20th August, 2025,23rd August,
2025,13th September, 2025 and 15th September, 2025. All the Members of the Committee were present
at all the meetings held during the year.

F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review, the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.
The Company does not meet the thresholds prescribed under Section 135(1) of the Companies Act,
2013, in respect of Net Worth, Turnover, or Net Profit. Accordingly, the Company is not required to
constitute a Corporate Social Responsibility Committee or undertake any CSR Activities.

18. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been No change in the nature of business of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Requirement under Section 134(3)? of the Companies Act, 2013, with respect to Directors
Responsibility Statement, it is hereby Confirmed:

I) That that in the Preparation of the Annual Accounts for the year ended on 31st March, 2026, the
applicable accounting standards, had been followed along with proper explanation relating to
material departures.

ii) 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 as at 31 st March, 2026 and of profit of financial Year for that period.

iii) That the Proper and Sufficient Care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the act for safeguarding the asset of the Company
and for preventing and detecting fraud and other irregularities.

iv) That the Annual Financial Statements have been Prepared on a Going Concern Basis and

v) That the proper internal financial controls have been prepared and that such internal financial
controls are adequate and were operating effectively.

vi) That proper system to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

20. ANNUAL RETURN.

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the
Financial Year Ended on 31 st March, 2026 is available on the Companys website, www.galaxy.in and
can be accessed at https://www.galaxy.in/annual_return.html.

21. VIGIL MECHANISM

The Company has established vigil mechanism through its whistle blower policy approved and
adopted by the Board of Directors in Compliance with Section 177 of the Companies Act, 2013.

The vigil mechanism provides a proper platform to the Directors and Employees to report their genuine
concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the
companys Code of Conduct or Ethics Policy and Disclosure/Leak of Unpublished Price Sensitive
Information to Audit Committee or its Chairperson.

The policy also provides adequate safeguards against victimization of Director(s) or Employee(s) or
any other Person who avail the mechanism and also provides for direct access to the Chairperson of the
Audit Committee in appropriate or exceptional cases. During the Financial Year 2025-26, No incidents
have been reported under whistle blower policy. No personnel of the company were denied access to
the Audit Committee. The whistle blower policy of the company can be accessed at the website of the
company at https://www.galaxy.in.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations, 2015, the
performance evaluation of Independent Directors has been done by all Directors except Director
being evaluated and performance evaluation of the Committees of the Board and Individual Directors
has been done by the entire Board of Directors as a whole. The structured rating sheets for evaluation of
Independent Directors, its own performance, and that of its Committees and Individual Directors were
placed down before the Directors. Directors assigned the specific ratings in rating sheets after taking
into consideration various aspects and vital feedback was received from them on how the Board
currently operates and how it might improve its effectiveness. The Board of Directors has expressed its
satisfaction with the evaluation process.

23. STATUTORY AUDITORS

M/s. A.K. Sabat & Co., Chartered Accountants, Bhubaneswar (Firm Registration No. 321012E),
Bhubaneswar (Firm Registration No. 321012E), were reappointed as the Statutory Auditors of the
Company for a second term of Five (5) consecutive years at the Annual General Meeting held on 30th
September, 2024 in accordance with the provisions of Sections 139 and 142 of the Companies Act,
2013.

There are No qualifications or adverse remarks in the Auditors Report given by M/s. A.K. Sabat & Co.,
Chartered Accountants, which required any clarification/explanation. The notes on financial
statements are self-explanatory and needs no further explanation.

24. INTERNAL AUDITOR

The Company has Appointed PBM & Associates, Chartered Accountant, Bhubaneswar having Firm
Registration No. 325307E as the Internal Auditor for Financial Year 2025-26.

25. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Cost Records are required to
be maintained by your Company and the same are maintained. However, Cost Audit was not
applicable to the Company during the year under review.

26. BOARD S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY THE
STATUTORY AUDITOR AND SECRETARIAL AUDITOR

There are No Qualifications, Reservations, Adverse Remarks or Disclaimers made by the Statutory
Auditor and Secretarial Auditor in their respective Reports. Accordingly, No Comments or Explanations
from the Board are required. Moreover, the Board of Directors States that the Company has always
adhered to the Companies Act, SEBI Laws, its Rules and Regulations and all Other Laws Applicable to it.

27. STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/162/2019 dated
December 24,2019, the Company confirms that there was No Deviation or Variation in the Utilization of
Proceeds from the Funds raised through the Initial Public Offer (IPO) during the Financial Year 2025-26.
The Funds were utilized for the purposes for which they were raised, as disclosed in the relevant offer
document.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Year under Review, the Company complied with all Applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI).

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys internal financial control systems are commensurate with its size and nature of its
operations and such internal financial controls are adequate and are operating effectively. The
Company has adopted policies and procedures for ensuring orderly and efficient conduct of the

business. These Controls have been designed to provide reasonable assurance regarding recording
and providing reliable financial and operational information, adherence to the companys policies,
safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable financial
disclosures.

30. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), the Management Discussion and Analysis Report is presented in a separate
section forming part of this Annual Report highlighting the detailed review of operations, performance
and future outlook of your Company.

31. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

The Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act,
2013 form a part of the Notes to the Financial Statements Provided in this Annual Report.

32. RELATED PARTY TRANSACTION

All Related Party Transactions entered during the Financial Year 2025-26 were on Arms Length Basis
and in the Ordinary Course of Business. There were No materials significant related party transactions
entered into by the company which may have a potential conflict with the interest of the Company.
Accordingly, as per Provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, Disclosure of Related Party Transactions in Form AOC-2 is
Annexed as Annexure-I.

33. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, M/s. Saroj Ray & Associates,
Company Secretaries, Bhubaneswar, conducted the Secretarial Audit of the Company for the Financial
Year Ended on 31st March, 2026. The Secretarial Audit Report in Form MR-3 forms part of this Annual
Report and is Annexed herewith as Annexure- II.

34. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Remuneration Paid to Directors, Key Managerial Personnel and other Employees of the Company
during the Financial Year 2025-26 was in conformity with the Nomination and Remuneration Policy of the
Company.

The Information required under Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:

I) The Percentage Increase in Remuneration of each Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in the Financial Year 2025-26 and the Ratio of the Remuneration of
each Director to the Median Remuneration of the Employees of the Company for the Financial Year
2025-26 are as under:

SI. No.	Name of the Directors/ Key Managerial Personnel	Designation	Ratio of Remuneration of Directors to Median Remuneration of Employees	Percentage (%) Increase in Remuneration
1.	Mr. Dillip Kumar Das	Managing Director	10.89:1	0
2.	Mr. Subhasish Das	Whole-Time Director	13.73:1	48.38
3	Mrs. Kiran Das	Whole-Time Director	4.08:1	0
4	Mr. Tapas Kumar Dhal	Chief Financial Officer	5.10:1	15.08
5	Mr. Pralaaju Naik	Company Secretary and Compliance Officer	3.31:1	6.67

ii) Percentage Increase in Remuneration of Independent Directors:

SI. No.	Name of the Directors/ Key Managerial Personnel	Ratio to Median	% of Increase
1	Mr. Shaswat Kumar Rout	Independent Directors were paid only Sitting Fees for attending Meetings of the Board and Committees of the Board. Hence, Ratio to Median is Not Applicable.	Not Applicable
2	Mr. Soumya Mohanty
3	Mr. Aklant Das

iii) The Percentage Increase in the Median Remuneration of Employees for the Financial Year
2025-26: 4.42%

iv) Number of Permanent Employees on Rolls of the Company as on 31 st March 2026:137

v) Average Percentile Increase already made in the Salaries of Employees other than the
Managerial Personnel in the Last Financial Year and its Comparison with the Percentile
Increase in the Managerial Remuneration and Justification thereof and point out if there
are any exceptional circumstances for Increase in the Managerial Remuneration:

The average increase in the salaries of employees, other than the managerial personnel, during the
Financial Year 2025-26 was 5.99%. the average increase in remuneration of the Directors and Key
Managerial Personnel during the Financial Year 2025-26 was 14.03%. The Remuneration Paid to the
Directors and Key Managerial Personnel is commensurate with their responsibilities, experience and
industry benchmarks and is aligned with the performance of the Company.

vi) Affirmation that the Remuneration is as per Remuneration Policy of the Company:

The Company affirms that the Remuneration is as per the Remuneration Policy of the Company.

vii) Employees who are Employed throughout the Year and in receipt of Remuneration
aggregating Rs. 1,02,00,000/- (One Crore and Two Lakh Rupees) or More Per Year: NIL.

viii) Employees who are employed for a part of the Financial Year, was in receipt of
Remuneration for any Part of that year, at a rate which, in the aggregate, was not less than
Rs. 8,50,000/- (Eight Lakh and Fifty Thousand Rupees) Per Month: NIL.

ix) Employees who are employed throughout the year or part thereof, is in receipt of
Remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the Managing Director or Whole Time
Director or Manager and holds by himself or along with his Spouse and Dependent
Children not less than Two Percent of the Equity Shares of the Company: NIL.

35. CODE OF CONDUCT

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its
Directors and Senior Management, incorporating duties of Directors as laid down in the Companies
Act, 2013. As required the said Code has been posted on the website of the Company
http://www.galaxy.in. All the Board Members and Senior Management Personnel have affirmed
compliance with the code for the year ended on 31 st March 2026.

36. DEPOSITS

The Company has not accepted any Deposit during the year and there was No Deposit at the
beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 made under Chapter VI of the Companies Act 2013 relating to
acceptance of Deposits are Not applicable to the Company.

37. CORPORATE GOVERNANCE

The Company is Listed on the SME Emerge Platform of the National Stock Exchange of India Limited
(NSE). Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Compliance Requirements relating to Corporate Governance, as Specified
under Regulations 17,17A, 18,19, 20,21,22,23, 24,24A, 25,26 and 27, Clauses (b) to (i) and (t) of Sub-
Regulation (2) of Regulation 46 and Paras C, D and E of Schedule V of the said Regulations are not
Applicable to the Company. Accordingly, the Corporate Governance Report does not form Part of this
Annual Report

38. POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all
listed Companies. All our corporate governance policies are available on the Companys Website,
www.galaxy.in. The policies are reviewed periodically by the Board and its Committees and are
updated based on the need and new compliance requirement.

The following policies that have been adopted by the Company are as follows:

- Archival Policy

- Code of Conduct for Prevention of Insider Trading.

- Code of Practices - Unpublished Price Sensitive Information (UPSI).

- Dividend Distribution Policy.

- Policy on Familiarization Programmes for Independent Directors.

- Familiarisation for Independent Director.

- Policyfor Determination of Materiality of Events & Information.

- Policyon Prevention of Sexual Harassment at Workplace.

- Policy for Procedure of Inquiry in Case of Leak of UPSI.

- Risk Management Policy.

- Policyon Board Diversity.

- Code of Conduct of Directors & Senior Management Personnel.

- Policy on Preservation of Documents.

- Policyon Related Party Transaction.

- Whistle Blower&Vigil Mechanism Policy.

- Policy of Material Creditors & Litigations.

39. CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There have been No Material Changes and Commitments affecting the Financial Position of the
Company which have occurred between the End of the Financial Year of the Company to which the
Financial Statements relate and the Date of this Report.

40. RISK MANAGEMENT POLICY

Risk Management is an integral part of the companys business operations and governance
framework. The company has established a comprehensive risk management framework for the
identification, assessment, monitoring and mitigation of risks and has laid down adequate procedures,
which are periodically reviewed by the Board of Directors. The major risks identified by the company
include business, operational, financial, human resource, environmental and statutory compliance
risks, for which appropriate mitigation measures and internal control systems have been implemented.
The Board is satisfied that adequate systems are in place for effectively identifying and managing
risks. During the Financial Year 2025-26, No Risk was identified which, in the opinion of the Board, may
threaten the existence of the Company.

41. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.

As required under Sub Section (3)(m) of 134 of the Companies Act, 2013 read with Companies
(Accounts) Rule, 2014 the Company took adequate steps to conserve energy. However, the Company
has nothing to report about Technology Absorption. The Information relating to Foreign Exchange
Earnings & Outgo are as follows:

EXPENDITURE IN FOREIGN CURRENCY.

CIF Value of Imports (Raw Materials & Components)	Rs. 160.63 Lakhs
EARNING IN FOREIGN CURRENCY.
Export on FOB Basis (Excluding INR Denominated Exports to Nepal)		Rs. 892.98 Lakhs

42. HUMAN RESOURCES

Your company treats its "Human Resources" as one of its most important assets. Your company
continuously invests in attraction, retention and development of talent on an ongoing basis. A number
of programs that provide focused peoples attention are currently underway. Your company thrust is on
the promotion of talent internally through job rotation and job enlargement.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed there under. The policy aims to provide a safe, secure, and respectful work environment for all
employees. An Internal Complaints Committee (ICC) has been duly constituted to address and redress
complaints of Sexual Harassment, if any. The policy is applicable to all employees of the company
including permanent, contractual, temporary and trainees. During the financial year, 2025-26, No
complaint pertaining to Sexual Harassment was received by the Company.

44. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review the Company has complied with the provisions of the Maternity
Benefit Act, 1961.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There was No application made or proceeding pending against the company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

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

There was No such settlement to report during the year under review.

47. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS.

During the year under review, the Company successfully completed Initial Public Offering (IPO) and its
Equity Shares were Listed on NSE Emerge with effect from 17th September, 2025, after obtaining
require approvals from SEBI, Designated Stock Exchange i.e. National Stock Exchange of India Limited
(NSE) and other relevant authorities.

Other than approval received in the ordinary course of listing, there were No significant or material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status and
Companys operations in future.

48. REPORTING OF FRAUD UNDER SECTION 143(12)

During the financial year under review, No fraud has been reported by the Statutory Auditors,
Secretarial Auditor or Internal Auditor under Section 143(12) of the Companies Act, 2013.

49. GREEN INITIATIVES.

The Electronic Copies of the Annual Report for Financial Year 2025-26 and the Notice of the 34th Annual
General Meeting is being sent to all Shareholders whose E - Mail addresses are registered with the
Company/ Depository Participants (DP)

50. GENERAL DISCLOSURES.

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 year under review:

1. Issue of Bonus Shares and/or Right Shares.

2. Issue of Equity Shares with Differential Rights as to Dividend, Voting or Otherwise.

3. Issue of Shares to Employees of the Company under Employee Stock Option Scheme.

4. Issue of Shares (including Sweat Equity Shares) to Directors or Employees of the Company
under Any Scheme.

5. Buy Back of Shares.

51. ACKNOWLEDGEMENT.

The Board sincerely expresses its gratitude to the Government of India, SEBI, RBI, the Government of
Odisha, other State Governments, Agencies, Customers, Business Associates, Vendors, Suppliers,
Bankers and Shareholders for their continued support, guidance and co-operation and look forward to
their continued association in the future.

The Board of Directors also places on record its sincere appreciation and gratitude to all the Employees
at every levels for their hard work, commitment, cooperation and dedication throughout the year.

Galaxy Medicare Limited