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Galaxy Supermarket Ltd Directors Report

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Oct 7, 2026|04:01:00 PM

Galaxy Supermarket Ltd Share Price directors Report

To,

The Members of Galaxy Supermarket Limited

Your Directors take pleasure in presenting the Forty-Fourth Annual Report of Galaxy Supermarket Limited (formerly known as Galaxy Cloud Kitchens Limited) on the business and operations of the Company along with audited financial statements for the financial year ended March 31, 2026.

Financial Results

The Companys financial performance for the year ended March 31, 2026 is as below:

Particulars

Amount in Rs. Amount in Rs.
(Lakhs) (Lakhs)
31.03.2026 31.03.2025
Revenue from operations 4,231.43 1,523.16
Other Income 8.51 90.79

Total Income

4,239.94 1,613.95
Personnel Cost 197.30 139.24
Operating and other expenses 3,655.84 1,106.54

Total Expenditure

3,853.14 1,245.78
Profit before Interest, Depreciation and Tax 386.80 368.17
Less: Interest 122.45 120.16
Less: Depreciation 127.80 58.47
Less: Exceptional Expenses - 100.00

Profit/(Loss) from Ordinary Operation before tax

136.55 89.54
Less: Provision for Tax - -
Profit/(Loss) from Discontinued Operation 15.33 (418.61)

Profit/(Loss) after Tax

151.88 (329.07)
Other Comprehensive Income/Loss for the year (net of tax) 1.89 1.96
Other Comprehensive Income/Loss for the year 153.77 (327.11)

Result of Operations and the State of the Companys Affairs

During the year under review, your Company recorded revenue from operations of Rs. 4,231.43 lakhs, as compared to Rs. 1,523.16 lakhs in the previous financial year, representing an increase of 177.82%. The Profit before interest, depreciation, amortisation and tax stood at Rs. 386.80 lakhs, as compared to Rs. 368.17 lakhs in the previous financial year.

The Company reported a Profit after Tax of Rs. 151.88 lakhs for the financial year ended March 31, turnaround from the loss of Rs. 329.07 lakhs incurred in the previous financial year.

The increase in turnover and turnaround in profitability is primarily attributable to the expansion in the number of supermarket stores during the year, along with increased sales volumes and improved profitability of existing stores, supported by management and favourable business decisions. These initiatives have contributed to enhanced operational efficiency financial performance.

The Company has expanded its retail supermarket operations under the name and style of ‘Galaxy Supermarket, from one pilot store opened in April 2024 to 15 stores as at March 31, 2026, all located in the State of Haryana. In addition, the Company has ventured into the business of procuring dry fruits in bulk, repackaging them after sorting into consumer-friendly packs under the brand name "Karmik", and selling the same through its own stores as well as through external channels, viz., other retailers and distributors.

These initiatives are expected to support the Companys continued growth and contribute positively to its revenues and profitability in the coming years. The Board remains optimistic about the Companys future prospects and is confident that its ongoing strategic expansion will further strengthen operational performance, enhance profitability and contribute to greater financial stability.

Change in Nature

During the year under review, there was no change in the nature of business or business line of the Company.

Change in Name of the Company

The shareholders of your Company, by way of a Special Resolution passed through Postal Ballot on January 03, 2026, approved the change in the name of the Company from "Galaxy Cloud Kitchens Limited" to "Galaxy Supermarket Limited". The change in name is consistent with the Companys present line of business andreflectsitsfocus . on operating supermarket stores The Ministry of Corporate Affairs,CentralProcessingCentre,issued Certificateof Incorporation dated January 12, 2026, fresh confirming the change in the name of the Company from "Galaxy Cloud Kitchens Limited" to "Galaxy Supermarket Limited", with effect from January 12, 2026.

Alteration of the Objects Clause of the Memorandum of Association

The shareholders of your Company, by way of a Special Resolution passed through Postal Ballot on January 03, 2026, approved the alteration of the Objects Clause of the Memorandum of Association ("MoA") of the Company. The alteration of the Objects Clause was undertaken to align the Main Objects of the Company with its present and proposed business activities and to remove objects that are no longer relevant to the Companys business operations. Accordingly, the objects pertaining to the Companys entertainment business, which are no longer pursued, were deleted and the remaining clauses were consequentially renumbered.

Dividend

The Board of Directors has not recommended any dividend on equity shares for the financial year 2025-26. 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

During the year under review, pursuant to the authority delegated by the Board of Directors at its meeting held on 24th May 2024 and the authority conferred under the Special Resolution passed by the Members of the Company at the Extra-ordinary General Meeting held on 10th July 2024, the Committee of Directors approved the conversion of 24,80,000 Compulsorily Convertible Debentures ("CCDs") and consequent allotment of 24,80,000 Equity Shares of the Company.

Accordingly, upon receipt of the requisite intimation for conversion, 24,80,000 Equity Shares of face value of Rs.10/- each at a premium of Rs.1/- per share were allotted as fully paid-up to the Promoter/Promoter Group pursuant to conversion of the entire outstanding 24,80,000 CCDs. The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.

Consequent upon the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs.47,29,76,740/- (Rupees Forty Seven Crore Twenty Nine Lakhs Seventy Six Thousand Seven Hundred and Forty Only) comprising of 4,72,97,674 Equity Shares of Rs.10/- (Rupees Ten only) each to Rs.49,77,76,740/- (Rupees Forty Nine Crore Seventy Seven Lakhs Seventy Six Thousand Seven Hundred and Forty Only) comprising 4,97,77,674 Equity Shares of Rs.10/-(Rupees Ten Only) each, fully paid-up.

Statement of Deviation(s) or Variation(s)

Pursuant to Regulation 32 of the SEBI Listing Regulations, 2015, the Company confirms that there were no issue proceeds pending utilisation during the financial year under review and, accordingly, the requirement to furnish a Statement of Deviation or Variation in the utilisation of issue proceeds is not applicable for the financial year under review.

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; resources; y efficient use and safeguarding of 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the year ended March 31, 2026, has been provided as part of the Financial Statements forming part of this Annual 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, 2026 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 Standard

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) 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 draft Annual Return as on March 31, 2026 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 reflectionof 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 GovernanceandPracticingCompanySecretarysCertificateon Compliance of Corporate Governance are annexed as a part of this Annual Report for the informationoftheShareholders.Theauditorscertificatefor financial year 2025-26 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, 4 (four) Board Meetings were held, with the facility to participate through Video Conferencing/Other Audio-Visual Means (VC/OAVM), the details of which are provided in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act. All Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board from time to time. The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV to the Act and the applicable provisions of the SEBI Listing Regulations.

The Board has three statutory committees, namely, the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Details of the Committees, including their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has formulated and adopted various policies in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of the policies, their objectives and the manner in which they are implemented are provided on the Companys website at https://galaxycloudkitchens.in/ and also in the Corporate Governance Report.

Directors and Key Managerial Personnel

The Board of Directors of the Company comprised a judicious mix of Executive, Non-Executive and Independent Directors, thereby ensuring an appropriate balance between governance and management functions and maintaining the independence of the Board.

As on March 31, 2026, the Board comprised of Ms. Pinki Dixit, Whole-time Director; Ms. Dimple Somani and Ms. Mala Saxena, Independent Directors; and Mr. Sunil Biyani and Mr. Sunil Samal, Non-Executive Directors.

During the year under review, Mr. Prince Singh resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 07, 2025. Subsequently, Mr. Shashikant Sandbhor was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 13, 2025.

Further, during the year under review, Mr. Vijai Singh Dugar (DIN: 06463399), Independent Director of the Company, ceased to be a Director of the Company with effect from March 14, 2026, consequent upon his unfortunate demise. The Board of Directors places on record its sincere appreciation for the valuable contributions, guidance, and dedicated service rendered by Mr. Vijai Singh Dugar during his tenure as an Independent Director of the Company. His wisdom, strategic insights, and unwavering commitment were immensely valuable to both the Board and the Company.

Subsequent to the financial year ended March 31, 2026, Mr. Sunil Samal ceased to be a Director of the Company with effect from

May 21, 2026, pursuant to his resignation from the Board of Directors of the Company.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

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 Section 178 of the Act and the applicable provisions of the SEBI Listing Regulations. 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, 2025. During the year under review, the Company 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 profit of the Company for the year ended on that date; iii. the Directors have taken proper and sufficientcare 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 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 Auditors 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 Annual General Meeting of the Company held on 30th September, 2024 for a term of fiveyears, 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 2028-29.

The Auditors Report for the FY 2025-26, 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 auditorshave confirmed issued by the Peer Review Board of the Institute of Chartered heypossessavalidcertificate thatt Accountants of India, affirming their adherence to peer review standards.

The Notes on financial statements 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 Annual Report.

Auditors Comments

Managements Response

Material Uncertainty Related to Going Concern: We draw attention to Note 33 in the financial statements, which indicates that, entire net worth of the Company has been eroded due to losses incurred in the previous years and its current liabilities exceed its current assets, Although the Company has earned a profit during the current year, the accumulated losses have resulted in the Companys net worth remaining fully eroded. These events or conditions, along with other matters as set forth in Note 33, indicate that doubt a material uncertainty exists that may cast significant on the Companys ability to continue as a going concern. AND The Company is committed to improve its operational and financial efficiency and has already taken specific initiatives to curtail and stop loss making activities and diversified into Supermarket stores operations which can generate positive cash flows as was evident from quarterly results of few quarters since this diversification.
On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial 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 the Companys adverse financial ratios, these adverse ratios indicate a potential risk to the Companys financial position and performance, raising uncertainty about its ability to meet its financial obligations and sustain its operations in the foreseeable future. Refer note no. 43 Further the management has also commenced distribution activities for private label under the brand ‘Karmik which is expected to give much better contribution to bottom line. Further the Company has already recognised all necessary provision requirements considering the legacy issue of earlier business activities, which have impacted positive cash flows from the present business activities. Further the expansion and investment in certain critical assets which are essential for the present business activities would give better results once the Company achieve critical mass i.e. break even at operational level. With these initiatives, the management is confident that the networth will turn positive in the near future and yield sustainable cashflowsto meet all its obligations. Accordingly, the financialsof the Company have been prepared on going concern basis, Company is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
Emphasis of matters:
Note No. 47 of the financials results, describing that the company has written back unclaimed creditors amounting to Rs. 82.16 lakh relating to the discontinued business including Rs.50.52 Lakh being provision for interest payable on MSME creditors for earlier years. But no confirmation/ letter for waiver of interest was received from these parties. The management has settled with some of the creditors for lower than the actual amount due to them. Further, for certain creditors as balances have gone beyond the limitation period and no claim has been received from such creditors, the same has been considered for write back. Further, in case of MSME creditors, the Company made payment of the outstanding amount due and such creditors have not sought to claim for the interest due on such payment and accordingly, such amounts have also been written back.
Emphasis of matters: Note No. 48 describing that the company has written back Rs. 53.39 lakh being the amount of provision for interest payable on Inter-corporate loan to a related party for the period from April 2025 to December 2025 in the quarter ended 31.03.2026 and no provision for the same was made in the fourth quarter as the letter for waiver of interest was received from the respective party. The Company had availed an unsecured loan from an entity forming part of the promoter group. Pursuant to the request of the Company, the said entity has agreed to waive the interest payable on the aforesaid loan during the last quarter of FY 2025-26. Accordingly, the provision for interest payable was written back during the quarter ended March 31, 2026, and no further provision for such interest was made for the fourth quarter.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s Nidhi Bajaj & Associates, Practicing Company Secretaries

(Membership No. 28907; Certificate of Practice No. 14596), has been appointed as Secretarial Auditor of the Company for the term of 5 (Five) consecutive years at 43rd Annual General Meeting held on 30th September, 2025 to hold office for a term of 5 (Five) consecutive years, i.e. from financial year 2025-26 to financial year 2029-30.

The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31st March 2026, is annexed to this Report as Annexure - C and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, or adverse remarks.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2025-26 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31st March, 2026 has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at the link https:// galaxycloudkitchens.in/Annual_Report.html

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 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 under review, the Company did not receive any complaints relating to sexual harassment during the year. There were no complaints pending at the beginning of the year, and no complaints remained unresolved at the end of the year. Further, there were no complaints pending for a period exceeding ninety days during the year under review.

Maternity Benefit Act, 1961

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit extent applicable, and continues to ensure adherence to the requirements of the said Act.

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

There is neither any application made by the Company or against the Company under IBC, 2016 with respect to the Company.

However, during the year under review, the Resolution Professional of NuFuture Digital (India) Limited ("NFDIL"), has filed an interlocutory application under section 43(2) of IBC 2016 before the Honble National Company Law Tribunal, Mumbai bench, (NCLT) claiming repayment of an amount of Rs.50 Lakh, which was repaid by NFDIL to the Company during the statutory look-back period.

The Company is pursuing the matter through appropriate legal process, and as at the financial year-end date, the matter remains pending adjudication before the NCLT.

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 Supermarket Limited

Sd/-

Sd/-

Pinki Dixit

Sunil Biyani

Whole-time Director

Director

DIN: 10469085

DIN: 00006583

Place: Jaipur Place: Mumbai
Date: 22nd May 2026 Date: 22nd May 2026

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