Your Directors take pleasure in presenting the Fortieth (40th) Annual Report together with the Audited Financial Statements forthe year ended March 31, 2026.
1. FINANCIAL RESULTS
(' Crores)
Particulars
Standalone
Consolidated
2024-25
REVENUE & PROFITS
Total Revenue from Operations
3,589.07
3,001.27
5,248.28
4,223.67
Profit before Interest, Tax, Depreciation and exceptional items
316.83
308.54
497.37
510.04
Profit before Interest, Tax & Depreciation
304.95
485.49
Less: Interest & Finance Charges
27.62
16.59
30.85
19.25
Less: Depreciation
75.36
67.18
123.00
110.34
Profit for the year before exceptional items and Tax
213.85
224.77
343.52
380.45
Profit for the year before Tax
201.97
331.64
Less: Provision for Taxation
- Current
48.73
51.16
62.10
75.57
- Deferred
1.20
(0.21)
2.16
(0.03)
Net Profit after Tax
152.04
173.82
267.38
304.91
RETAINED EARNINGS
Opening Balance of Retained Earnings
1,372.70
1343.49
2,134.55
1,978.33
Add: Profit for the year
Add: Other comprehensive income
3.04
(2.79)
Less: Appropriations: Dividend
- Interim Dividend paid during the year
-
63.82
- Final Dividend paid during the year
14.18
78.00
Total Dividend on Equity Shares
141.82
Less: Transfer to Statutory Reserve
4.86
4.08
Balance as at end of the Year
1,513.60
1372.70
2,385.93
2. DIVIDEND
The Board recommends a final dividend of ' 22/- per share for FY26. The total dividend payout for the concluded yearshall be ' 78 Crores.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 is in place and available on the website of the Companyhttps://www.galaxysurfactants.com.
3. BUSINESS & FINANCIAL PERFORMANCE
The performance of your Company for the year on a standalone and consolidated basis is reflected by the following ratios:
EBITDA (% to Revenue from Operations)
8.5%
10.3%
9.2%
12.1%
PAT (% to Revenue from Operations)
4.2%
5.8%
5.1%
7.2%
ROCE (%)
13.6%
15.2%
13.3%
16.5%
RONW (%)
10.1%
12.2%
10.5%
13.4%
Debt Equity Ratio
0.10
0.06
Basic Earnings per Share (?)
42.88
49.03
75.41
86.00
Diluted Earnings per Share (?)
42.84
75.34
Cash Earnings per Share (?) (Basic)
64.14
67.97
110.07
11712
Cash Earnings per Share (?) (Diluted)
64.07
109.96
Book Value per Share (?) (Basic)
445.07
404.67
774.18
666.36
Book Value per Share (?) (Diluted)
444.61
773.39
The global economy continued to exhibit resiliencethrough CY 2025, despite heightened geopoliticaltensions, trade policy uncertainties, and supply-chaindisruptions. According to the latest IMF World EconomicOutlook, global growth is projected to remain moderateapproximately 3.0% in CY 2025 and 3.1% in CY 2026,supported by moderating inflation, improved financialconditions and sustained domestic demand in keyeconomies. However, growth remains below historicalaverages, reflecting the impact of tighter trade conditions,geopolitical conflicts and ongoing realignment of globalsupply chains. The World Bank, in its most recent GlobalEconomic Prospects, similarly highlights that while theglobal economy has shown notable shock-absorptioncapacity, the growth outlook remains uneven andvulnerable, particularly for emerging markets exposedto commodity price volatility and logistics disruptions.
As per the latest IMF World Economic Outlook, theUnited States is expected to record moderate growth,supported by robust consumer spending and arelatively strong labour market, even as trade-relateduncertainties and reciprocal tariff measures continue toweigh on manufacturing and global trade flows. Growthin advanced economies is expected to remain subdued,with monetary policy gradually turning supportive asinflation moderates.
The Africa, Middle East and Turkey (AMET) regionpresents a mixed economic outlook. The IMF projects agradual recovery over CY 2025-CY 2026, supported byeasing disruptions to shipping routes, particularly in theMiddle East, and improving energy production dynamics.However, the region continues to remain exposedto geopolitical risks, local competitive intensity, andsupply-chain fragilities. Turkey's growth is expected tostabilise with the support of tighter monetary discipline,while several African economies are expected to benefitfrom infrastructure spending and improving domesticdemand, albeit amid persistent external vulnerabilities.
Back in India, the economy continues to display strongresilience and remains one of the fastest-growing largeeconomies globally. During CY 2025, the impositionof reciprocal tariff measures by the United Statesled to heightened uncertainty in global trade flowsand selectively impacted certain export-orientedsectors; however, India's diversified export base andstrong domestic demand helped mitigate broader
macro-economic implications. As per the Reserve Bankof India and IMF, India's GDP growth for CY 2025-CY2026 is expected to remain in the 6.4%-6.8% range,supported by robust domestic consumption, strongpublic and private capital expenditure, a resilient servicessector, and improving rural demand. Monetary policy hasremained calibrated, with an emphasis on supportinggrowth while ensuring macro-economic stability. India'slong-term growth fundamentals remain structurallystrong, driven by demographics, manufacturing push,rising premiumisation and formalisation of consumption.
India business registered modest 4% growth in volumes,driven by strong growth from specialty care products,which recorded robust growth of over 27% during theyear. The performance segment, however, faced ademand slowdown driven by reformulation initiatives atselect Tier-1 accounts, largely triggered by persistentlyhigh fatty alcohol prices. This impact was partially offsetby healthy domestic demand from non-Tier-1 and D2Ccustomers, resulting in a modest 2% volume growth inthe performance segment over the previous year.
The AMET region recorded a 10% decline in volumes,primarily due to lower offtake from select Tier-1customers amid rising local competition. Additionally,demand in the region was adversely impacted dueto supply-chain disruptions following the Middle Eastconflict, which intensified in March, affecting logisticsand customer inventories.
In contrast, the Rest of the World (ROW) delivered stablevolume growth of 4%, led by double-digit growth in thespecialty care segment, particularly across APAC andLATAM markets. Volumes in Europe remained largelyflat, reflecting subdued regional demand conditions.North America volumes were impacted during Q2and Q3 due to reciprocal tariff measures in the UnitedStates; however, this was offset by a strong recovery inQ4, supported by improved customer responsivenessand incremental traction from the premium specialtiesbusiness at TRI-K (USA).
Despite regional headwinds, the Company achievedan overall flattish volume growth for FY26. The stableperformance in the ROW markets and growth driven byTier-2 and Tier-3 customers in India helped offset thedecline in AMET. While the near-term global economic
outlook remains clouded by geopolitical risks, inflationarypressures and financial market volatility, medium termfundamentals for the personal and home care industryremain strong, particularly in emerging markets suchas India. The Company's continued emphasis onspecialty care products, premiumisation, agile customerengagement and proactive management of supply-chainand cost challenges remained key drivers in sustaininggrowth momentum during the year.
4. INTRODUCING OUR NEW BRAND IDENTITY -A CLEAR EXPRESSION OF TRUST, CARE ANDPROGRESS
As industry expectations continue to evolve from scaleto substance, performance today must be deliveredwith accountability. Customers, regulators, and partnersincreasingly assess not only what products achieve, butalso the responsibility with which they are developedand delivered. Your Company's new brand identityreflects this shift and defines our role with greater clarity.
At the core of this identity is “Chemistry Creates Care”.
For Galaxy, “chemistry” represents more than scientificcapability. It reflects our depth of expertise and theequation of trust we have built with all stakeholders,including employees, customers, partners, investors, andcommunities. This trust is earned through consistency,rigor, and long-term commitment.
“Creates” speaks to our role in advancing progress.Through disciplined innovation and collaboration, wecreate new possibilities, developing solutions thatrespond to evolving needs, raise standards, and enablesustainable growth.
“Care” defines how we apply both chemistry andcreation. It reflects a people first mindset, responsibilitytoward the planet, and a commitment to progress that isethical, inclusive, and enduring.
This rebranding strengthens our direction. It givesclear expression to what Galaxy has long practiced,responsible chemistry applied with intent, to co-createcare for people, planet, and progress.
The new logo carriesforward the trust and
credibility built over four Chemistry Creates Care
decades, while embracing a contemporary, agile, andfuture-ready outlook.
It symbolizes the harmonious integration of chemistry,care, and collaboration. Its design language reflects -
• Purposeful chemistry, driven by deep formulationexpertise
• Human-centric care, guided by safety,
performance, and sustainability
• Progressive momentum, aligned with digitalization,global scale, and evolving customer needs
This year your Company marked a conscious shiftfrom managing people processes to shaping aresilient, future-ready organization anchored incare, capability, and coherence. In an increasinglycomplex and evolving business landscape,strategic focus remained clear — to place people atthe centre of sustainable growth and organizationalexcellence.
Guided by belief that Chemistry Creates Care, yourCompany continued to institutionalize a peoplephilosophy that is deliberate, data-driven, andglobally aligned. Your Company's approach thisyear moved beyond individual initiatives to buildingan integrated ecosystem that strengthens well¬being, enhances capability, drives engagement,and enables consistent governance acrossgeographies.
Your Company strengthened the commitmentto employee well-being by formalizing acomprehensive support ecosystem. Initiatives suchas our Employee Assistance Program and targetedwellness interventions were aimed at reinforcingpsychological safety, resilience, and holistic health.These efforts reflect conviction that sustainableperformance is built on a foundation of trust,inclusivity, and emotional well-being.
Your Company continued to bring its values to lifethrough structured engagement platforms suchas Value Week, Alchemy, and enterprise-widerecognition frameworks, designed to deepenalignment, belonging, and organizational pride -Globally. These initiatives institutionalized value-led conversations and shared experiences acrosslocations and geographies, reinforcing a unifiedcultural identity while respecting local diversity. YourCompany's focus remains on creating a workplacewhere employees feel connected to purpose andempowered to contribute meaningfully.
Capability development remained a strategicpriority, anchored in flagship program journeys suchas Operator Development Program, Navchetna2.0, and Chemical diploma program Udaan, whichstrengthened grassroots capability and technicaldepth. At the leadership level, initiatives such asSFURTI, Data Acumen, and Result Acceleratorenhanced decision-making, execution excellence,and accountability. Structured career frameworkssuch as the Individual Development Plan (IDP)further supported internal mobility, role clarity, andlong-term talent sustainability.
Your Company accelerated our digital transformationjourney through key platforms and interventionsincluding HRMS - Darwinbox global rollout, one-click payroll, and integrated workflow automation.These initiatives enhanced transparency, efficiency,and data security, while significantly improvingemployee experience and governance. Over 50standardized workflows and automated reportingframeworks have strengthened process disciplineand enabled data-driven decision-making acrossthe organization.
As your Company moves forward, its focus remainson building an agile, inclusive, and high-performingorganization. Your Company will continue to investin scalable platforms, future-focused capabilitybuilding, and leadership development to strengthenorganizational resilience. Above all, your Companyremains committed to fostering a culture where careis intentional, growth is inclusive, and performanceis sustainable.
At Galaxy, people strategy is not just an enablerof business — it is a core driver of long-term valuecreation.
Stock Options represent a reward system based onperformance. They help companies to attract, retainand motivate the best available talent. Optionsalso provide a company with an opportunity tooptimise its personnel costs. This also provides anopportunity to the employees to participate in thegrowth of the company, besides creating long termwealth in their hands.
Further, as the business environment is becomingincreasingly competitive, it is important to attractand retain qualified, talented and competentpersonnel in the company. Your Company believesin rewarding its employees including employeesof its subsidiaries for their continuous hard work,dedication and support, which has led and willlead the Company on the growth path. “GALAXYSURFACTANTS LIMITED - PERFORMANCE STOCKOPTION PLAN 2025” (“PSOP 2025”), instituted bythe Company, in compliance with SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations,2021 (SBEB Regulations). PSOP 2025 was approvedby Members of the Company through Postal Balloton June 24, 2025. Disclosures in compliance withSBEB Regulations, are uploaded on the websiteof the Company at https://galaxysurfactants.com/company/corporate-governance. The certificatefrom the Secretarial Auditor on the implementationof the Plan in accordance with Regulation 13 of theSBEB Regulations, will be available for inspectionduring AGM. Furthermore, the Company hasadhered to the applicable accounting standards inthis regard.
6. QUALITY
Your Company is committed to delivering consistentlyhigh quality, intrinsically safe and high performingproducts and services to its customers.
The quality of performance surfactants and specialtycare products manufactured by your Company is criticalto assure the safety, quality and efficacy of formulationsdeveloped by its customers. Continuous improvement inquality across all domains and implementation of BestPractices at its sites enabled your Company to meet thequality standards set by regulatory authorities (viz. BIS,FDA, CDSCO) and the stringent quality benchmarks setby customers for the product qualifications.
Your Company has effectively implemented the principlesof Good Manufacturing Practices (GMP) and Quality RiskManagement approaches; and all its manufacturingsites are certified with EFfCI (European Federationfor Cosmetic Ingredients) GMP standard. World-classpractices such as TPM are adopted at the manufacturingsites augmented by internal benchmarking programmessuch as Galaxy Manufacturing Excellence Award (GMEA)and Galaxy Quality Excellence Award (GQEA). Underthe umbrella of Product Stewardship, your Companyhas maintained a high focus on Product Safety andCompliance. Your Company has further strengthenedon developing products which are Ecofriendly and withHigh Natural Origin content.
Your Company's approach has always been SustainableProduct Development emphasising on 12 principles ofGreen Chemistry. Product attestations/certificationslike COSMOS/Ecocert, ISO 9001, Kosher, Halal, RSPO(MB & SG), ISCC Plus; Product customisations as perthe customer needs including specifications, offeringsafe ingredients originated from sustainable resources,and solutions to meet ever changing consumer trendshave been the efforts to deliver enhanced value to yourCompany's customers.
Social compliance is yet another focussed area of yourCompany and all the manufacturing sites are compliantto the 4-pillar SMETA and EcoVadis silver medal (74).
7. SUSTAINABILITY
Your Company is one of India's leading manufacturersof surfactants and specialty chemicals for the PersonalCare and Home Care industry. Sustainability isembedded at the core of its business strategy, guidinginnovation in environmentally responsible products,efficient operational processes, and responsible value-chain practices. The Company's sustainability journeyis anchored in a clearly defined Mission 2030, whichprovides a long-term roadmap for climate resilience,resource efficiency, inclusive growth, and responsiblesourcing.
Mission 2030 articulates the Company's commitment
across five key sustainability pillars:
Aligning with the 1.5°C pathway, the Companyis focused on reducing greenhouse gas (GHG)emissions through increased adoption ofrenewable energy and continual improvement inenergy efficiency.
Re-engineering value chains to design out wasteentirely by improving material yield, undertakingsystematic waste mapping, and increasingrecycling and reuse across operations.
Advancing responsible water management withthe objective of being water positive by 2 times,through conservation, reuse, and replenishmentinitiatives.
Fostering a diverse and inclusive workplace andleveraging diversity as a driver of innovation,resilience, and competitive business advantage.
Ensuring responsible sourcing with a strong focuson 100% oil palm traceability up to mill level, alignedwith NDPE and deforestation-free commitments.
• During FY26, your Company achieved significantprogress across its sustainability priorities:
• Avoided 12,204 tCo2e emissions through anincrease of 37.76% in solar electricity consumptionfor India Operations.
• Harvested 17,710 m3 of rainwater within operationalboundaries.
• Reused 125,977 m3 of recycled water in Indiaoperations
• Procured 25,641 MT of RSPO Mass Balance (MB)certified raw materials at Galaxy Group Level
• Avoided 48,462 tCO2e emissions using RSPO (MB)certified materials at Galaxy Group Level
• RSPO Shared Responsibility score of (9.9/10)
• Attained 96% waste circularity across Indiaoperations
Your Company continues to comply with its sustainabilityperformance with globally recognized standards,certifications, and disclosure frameworks on annualbasis.
aligned with AA1000AS v3, Type 2 - ModerateAssurance
• ISO 14064:2019 - SCOPE 1, SCOPE 2, SCOPE
3 GHG accounting across the Galaxy Groupverification and certification by third partyindependent external auditor
• ISO 46001 - certification by Water EfficiencyManagement System (Taloja location) completed inMarch 2026
Climate Change Disclosure: (B) RatingWater Security Disclosure: (A-) RatingForests Security Disclosure: (B) RatingSupplier Engagement Assessment: (A-) Rating
• Organization continued to be certified for RSPO(MB) - SCCS Certification (2020)- third party,independent, external party certification andverification
• Organization continued to be certified on VerifiedDeforestation-Free (VDF) certification - third partyaudit & certification by Control Union
• EcoVadis- Silver medal (Score: 74)
• ISCC Plus Certification for Taloja and JhagadiaLocation. External third-party audit andcertification by Control Union.
• Extended Producer Responsibility (EPR)compliance.
• Your Company continued to be Responsible Care®Certified -Third party audits by Indian ChemicalCouncil nominated auditors.
• Your Company is audited by external, independent,third party.
Your Company maintains continuous and structured
engagement with internal and external stakeholders to
strengthen sustainability, performance and transparency.
Key initiatives include:
• Conducted GALSUSTAIN program and structuredsupplier sustainability training.
• Active customer engagement through industryexhibitions and forums.
• Participation and leadership in industry bodies andcollaborative platforms such as RSPO, CDP, WWF,CRB, CII, I-SPOC, ICC, EcoVadis, and SEDEX.
• Sharing best practices, contributing to policydialogue, and strengthening certificationcompliance to collectively advance a sustainablefuture.
Your Company has institutionalized sustainability
through robust governance, digital systems, and cross¬functional processes, covering:
CDP (Climate, Water, Forest, Plastics, Biodiversity).
• Climate & Resources: GHG accounting (ISO 14064),Product Carbon Footprint (PCF), Water Stewardship(ISO 46001).
• Responsible Sourcing & Supply Chain: RSPO,ISCC Plus, VDF, NDPE, DCF, Oil Palm Traceability,SCTT, SPI, EPI.
• Supplier Engagement: Supplier sustainabilityassessments, training programs, supplier awards,customer questionnaires.
• Governance & Ethics: Code of Conduct (CoC),grievance mechanisms, risk and opportunitymapping, materiality matrix.
• Digitization & Monitoring: Monthly and quarterlyMIS, sustainability data systems, EPR reporting.
• People & Capability Building: Employee andsupplier trainings, sustainability awarenessprograms, thematic day celebrations.
• External Leadership: Speaker engagementsat external forums, participation in externalcommittees, board-level oversight, defined KRAs,review mechanisms, and sustainability policiescovering climate change, water stewardship,sustainable palm oil, and value-chain engagement.
8. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act,2013, read with the Companies (Corporate SocialResponsibility Policy) Rules, 2014, the Board of Directorshas constituted a CSR Committee to provide strategicoversight to the Company's social responsibility agenda.The Committee's composition and terms of referenceare set out in the Corporate Governance Report, whichis an integral part of this Annual Report.
The Company has adopted a CSR Policy, hosted on itswebsite, and all CSR initiatives have been undertaken instrict adherence to the statutory framework. The sameis available athttps://galaxysurfactants.com/company/corporate-governance
Against the mandated CSR obligation of '5.03 Croresunder Schedule VII, the Company has fully deployed'5.04 Crores toward approved CSR programmes. Thedetailed CSR Report is appended to the Board's Reportas “Annexure B”.
The project “Gyan Sanjeevani” strengthened theeducation ecosystem across Maharashtra and Gujaratthrough a holistic approach combining infrastructuredevelopment, digital innovation, and academic support.During the reporting period, the initiative impacted13,087 students, enabling safer, more inclusive, andfuture-ready learning environments.
Key interventions included the construction of sciencelaboratories and classrooms, provision of classroombenches benefiting nearly 500 students, establishmentof advanced AI, Robotics, and VR laboratories,development of facilities for especially abled learnersand adults, and installation of community sports centresto promote overall well-being.
In addition, the initiative supported academic performanceby distributing 32,408 notebooks and 2,910 school kitsto 9,358students across 100 schools, delivering careercounselling programmes, and deploying e-learningsoftware and mobile applications. Collectively, theseefforts enhanced education delivery, built studentconfidence and skills, and created aspirations for long¬term personal and community development.
Aligned with Galaxy's Health for All vision, the AarogyaVardheeni initiative advances inclusive healthcare bystrengthening infrastructure, providing basic healthcareaccess, and promoting preventive care. During thereporting period, the programme impacted 52,668 lives,contributing to healthier and more resilient communities.
Key interventions included improving facilities at PrimaryHealth Centres, supporting maternal and child healththrough MCH and nutritional kits, strengthening bloodbank infrastructure, and providing continued medical andshelter support to cancer patients. Comprehensive eyecare services were delivered through village screenings,free spectacles, and cataract surgeries. Communityengagement remained strong, with employees donating691 units of blood and hygiene awareness programmesreaching 1,000students.
Under Initiative Drishti, 25 eye camps across 49villages screened 3,081 individuals, distributed 1,258spectacles, and enabled 310 cataract surgeries,
restoring vision, improving livelihoods, and generatingestimated community savings of '1.2 Crores.
Through integrated healthcare delivery and preventiveeducation, Aarogya Vardheeni continues to createlasting impact and strengthen community healthsystems.
Galaxy's Samajeek Utthaan programme drives inclusiverural development, impacting 49,060 lives throughsustainable livelihood, digital enhancement, andcommunity-led interventions. The programme integratesskill development, technology, and market access tobuild resilient, self-reliant rural communities.
Key initiatives include Samridh Gaon, a holistic modelvillage approach addressing infrastructure, education,health, sanitation, livelihoods, and sustainability.Samridh Kheti, which strengthens farmer incomesthrough improved productivity, irrigation support, cropdiversification, and value-chain linkages. Institutionalcapacity building further supported vulnerable groupsthrough water infrastructure, solar dryers for womenSHGs, assistive devices for disabled veterans, roadsafety measures, and healthcare facility upgrades.
Notable outcomes include Navaze village's recognitionas Best Village under Majhi Vasundhara 5.0, drivenby renewable energy adoption, waste management,rainwater harvesting, and enhanced SHG livelihoods.In the Vikramgad region, water infrastructure enabledpost-monsoon irrigation, second cropping cycles, and a30% increase in farmer incomes, reinforcing long-termagricultural sustainability.
Galaxy's Paryavaran Suraksha initiative underscores theCompany's commitment to environmental sustainabilitythrough afforestation, renewable energy, and waterconservation. During FY26, the programme benefittedapproximately 1,71,360people across operating regions,supporting climate action and responsible resourcemanagement.
Key achievements included the plantation of 1,04,500saplings during the year, taking the cumulative total to3.18 lakh under the initiative “Hariyali”. As part of theinitiative “Ujjala” we have successfully installed of 97 kWrooftop solar systems across 10 schools making themcarbon neutral. Apart from these water conservationprograms such as pond rejuvenation, rainwaterharvesting in 100 households, and bore rechargesystems were completed during the year
Collectively, these efforts enabled significant waterstorage and harvesting, generated annual electricitycost savings for community institutions, and contributedto substantial CO2 sequestration, strengthening long¬term environmental resilience.
Project 5.0 - Stree Unnati (Women Empowerment)The Stree Unnati initiative empowers women and girlsfrom marginalized and tribal communities througheducation, skill development, livelihood creation, andawareness programmes. During the year, the initiativebenefitted 525women and girls.
Key interventions included upcycling 85 tonnes ofplastic waste into value-added products like communitybenches. Company also provided innovative solar dryersto a tribal women Self Help Groups for enhanced incomegeneration with forward and backward linkages forcontinuous and sustained income of '1 lakh for the tribalSHG. During the year also conducted employee-ledsessions on health, financial literacy, and self-defence.
These initiatives increased annual income byapproximately '20,000 per waste picker while divertingsignificant plastic waste from landfills. Collectively, StreeUnnati continues to deliver meaningful social, economic,and environmental impact, reinforcing Galaxy'scommitment to inclusive and sustainable development.
9. SUBSIDIARIES AND ASSOCIATES
As of March 31, 2026, your Company has eight wholly-owned subsidiaries within the definition of ‘SubsidiaryCompany' under the Companies Act, 2013.
Your Company also has an Associate Company withshareholding in excess of 20% - formed specifically inconnection with compliance requirements under theElectricity Rules, 2005 for Group Captive. Your Companyhas no role in control or participation in the businessdecision under the agreement in the above Companyand accordingly, accounts of the said Company have notbeen consolidated.
During the year under review, the Board of Directors hasreviewed the affairs of the subsidiaries. In accordancewith Section 129(3) of the Companies Act, 2013,your Company has prepared Consolidated FinancialStatements of the Company and all its subsidiaries incompliance with the applicable accounting standards,which forms part of this Annual Report.
Pursuant to the provisions of sub section (3) of section129 of the Companies Act, 2013 read with Rule 5 of theCompanies (Accounts) Rules, 2014, the salient featuresof the financial statement of each of our subsidiariesare set out in the prescribed format AOC-1 which formspart of the Financial Statements section of this AnnualReport.
Further, pursuant to the provisions of section 136 ofthe Companies Act, 2013, the Financial Statements ofsubsidiary Companies are uploaded on the website ofyour Company i.e., www.galaxysurfactants.comand shallalso be available for inspection at the registered office ofyour Company with prior notice.
10. PARTICULARS OF EMPLOYEES & MANAGERIALREMUNERATION
Disclosures relating to remuneration and other detailsas required under Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014is provided in the Annual Report in “Annexure F”, whichforms part of this Report.
In terms of the provisions of Section 197(12) of theCompanies Act, 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended, astatement showing the names and other particulars ofthe employees drawing remuneration in excess of thelimits set out in the said rules are provided in the AnnualReport which forms part of this Report. Having regardto the provisions of the first proviso to Section 136(1) ofthe Companies Act, 2013, the Annual Report excludingthe aforesaid information is being sent to the membersof the Company. The said information is available forinspection at the registered office of your Company withprior notice and any member interested in obtainingsuch information may write to the Company Secretaryand the same will be furnished on request.
11. DIRECTORS AND KEY MANAGERIALPERSONNEL
As on March 31, 2026, your Company's Board compriseddirectors with varied experience and backgroundsconsisting of three Independent Directors, two Promoter- Non-Executive Directors and two Executive Directors.
Ms. Nandita Gurjar completed her second term asan Independent Director on September 7, 2025.
Your Board wishes to thank Ms. Gurjar for herguidance during her tenure.
As per the provisions of the Companies Act, 2013,Mr. Kanwar Bir Singh Anand and Mr. MadhavanHariharan were appointed as Independent Directorfor the first term of 5 years in 36th AGM and 37thAGM respectively. Ms. Sangeeta Kapiljit Singh wasappointed as an Independent Director for the firstterm of five years w.e.f. February 10, 2025.
All the Independent Directors are not liable to retireby rotation.
The Independent Directors have given theirdeclaration of independence to your Companystating that they meet the criteria of independenceas mentioned under Section 149(6) of theCompanies Act, 2013.
ii. Reappointment of Directors Liable to Retire byRotation
Your Board has 4 Directors who are liable to retireby rotation. Mr. K. Natarajan (DIN: 07626680) isliable to retire by rotation in ensuing AGM andbeing eligible, your Board recommends him for re¬appointment.
The proposal for reappointment of Mr. K. Natarajanas director liable to retire by rotation is covered inItem No. 4 of the AGM notice as Ordinary Business.
12. NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of theNomination & Remuneration Committee has framed“Nomination and Remuneration Policy” which interalia lays down framework in relation to remunerationof Directors, Key Managerial Personnel and SeniorManagement of your Company and criteria for selectionand appointment of Board Members. The said Policy isannexed as “Annexure C” and forms an integral part ofthis Report.
13. Evaluation of Board, its Committees and Directors
Pursuant to the provisions of the Companies Act, 2013and Regulation 17(10) of the Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, your Board hascarried out the annual performance evaluation of itsown performance, Board Committees and IndividualDirectors. The evaluation was done through a structuredquestionnaire which considered various aspects ofthe Board's functioning, composition of the Board andits committees, culture, execution and performance ofspecific duties, obligations and governance.
The details of programmes for familiarisation ofIndependent Directors of your Company are availableon your Company's website www.galaxysurfactants.com.
The Board of Directors has evaluated the IndependentDirector appointed during FY26 and opined that theintegrity, expertise and experience (including proficiency)of the Independent Directors is satisfactory.
14. BOARD COMMITTEES
In order to strengthen its functioning, the Board ofDirectors has constituted the following Committees asper the requirement of Companies Act, 2013 and theSEBI Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
Details of the Committees along with their charter,composition and meetings held during the year areprovided in the Corporate Governance Report whichforms part of this Annual Report.
15. MEETINGS OF THE BOARD AND COMMITTEES
The details of the Board of Directors and Committeesalong with their composition, number of meetings heldand attendance at the meetings are provided in the
Corporate Governance Report which forms part of thisAnnual Report.
Secretarial Standards: Applicable Secretarial Standardsi.e. SS-1 and SS-2 relating to ‘Meetings of the Board ofDirectors' and ‘General Meetings' respectively havebeen duly followed by your Company.
16. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and accordingto the information and explanations obtained by them,your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the Annual Accounts forthe year ended March 31, 2026, the applicableaccounting standards have been followed andthere are no material departures from the same;
(ii) that the Directors had selected such accountingpolicies and applied them consistently and madejudgements and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as of March 31,2026 and of the Profit and Loss of the Company forthat period;
(iii) that the Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions ofCompanies Act for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;
(iv) that the Directors had prepared the AnnualAccounts on a going concern basis;
(v) that the Directors had laid down internal financialcontrols to be followed by your Company and thatsuch internal financial controls are adequate andwere operating effectively; and
(vi) the Directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
17. AUDITORS
Statutory Auditors
M/s. Deloitte Haskins & Sells LLP (Firm RegistrationNumber 117366W/W-100018) were re-appointed asStatutory Auditors of your Company at the 36th AnnualGeneral Meeting held on August 05, 2022 for the secondterm of 5 consecutive years i.e. from the conclusion of36th Annual General Meeting till the conclusion of 41stAnnual General Meeting to be held in the year 2027.
The Report given by the Auditors on the FinancialStatements of your Company is part of this AnnualReport. There is no qualification, reservation, adverseremark or disclaimer given by the Auditors in theirReport.
Your Board of Directors, based on recommendation ofthe Audit Committee, has appointed M/s. Nawal BardeDevdhe & Associates, Cost Accountants in Practice, toaudit the cost accounts of your Company for FY27. Interms of Rule 14 of the Companies (Audit and Auditors)Rules, 2014, the remuneration payable to the Cost Auditoris required to be ratified by the members. Accordingly, aresolution seeking ratification by the members for theremuneration is listed as Item No. 5 of the AGM Noticeas Special Business.
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, your Company has appointed M/s. S. N.Ananthasubramanian & Co., Company Secretaries inPractice to undertake the Secretarial Audit of yourCompany for the period of 5 consecutive years upto FY2029-30 in the 39th AGM held on August 12, 2025. TheReport of the Secretarial Auditor for FY26 is appendedas “Annexure E” to this Board's Report.
There is no qualification, reservation or adverse remarkmade by the Secretarial Auditor in their report.
18. RISK MANAGEMENT & INTERNAL FINANCIALCONTROLS
The Company has established a comprehensive RiskManagement framework designed to identify, evaluate,and mitigate risks inherent to operations. Given thenature of the industry, the framework places significantemphasis on process safety, environmental compliance,supply chain stability, and operational continuity.Mitigation strategies are continually strengthenedthrough periodic assessments, technology upgrades,safe operating practices, training programs, and internalaudits. The Company has in place an adequate systemof Internal Controls commensurate with the complexityand scale of manufacturing operations.
Internal Financial Controls are policies, proceduresand processes that ensure the accuracy, completenessand reliability of financial reporting and transactions.With periodic review, testing and audit of processesand controls, your Company ensures that they areworking as expected. Internal controls ensure theefficient conduct of its business, including adherence toCompany policies, safeguarding of its assets, preventionand detection of errors, accuracy and completeness ofaccounting records, and timely preparation of reliablefinancial information
Internal Audit Function
The Internal Audit function operates independentlyand reports directly to the Audit Committee. Internalaudits are carried out at planned intervals across allmanufacturing units, corporate functions, and warehouselocations. Audit coverage includes operational controls,
compliance frameworks, financial controls, supply chainprocesses, and IT system controls.
Audit findings, risk observations, and improvementrecommendations are reviewed by the Audit Committee,and management ensures timely implementation ofcorrective actions. The Audit Committee periodicallyevaluates the adequacy of internal audit.
Based on the assessments carried out, the Boardconfirms that the Company's internal financial controlsare adequate and operating effectively.
19. PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE
Your Company treats its employees equally, with dignityand with no gender bias. Your Company believes andensures that all employees work in an environment thatis free from all kinds of harassments including sexualharassment of women. As required under the provisionsof Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013, yourCompany has constituted an ICC (Internal ComplaintsCommittee).
Details of Complaints are as under:
Number of complaints of sexual
Nil
harassment received in the year;
Number of complaints disposed off
during the year
Number of cases pending for more than
ninety days
The policy for Prevention of Sexual Harassment isavailable on the website of your Company as givenbelow:
https://galaxysurfactants.com/pdf/policies/Governance-
and-Ethics/POSH-Policy-2025.pdf
20. CORPORATE GOVERNANCE
Your Company is committed in maintaining the higheststandards of Corporate Governance. Your Companycontinues to be compliant with the requirements ofCorporate Governance as enshrined in the Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015. A Reporton Corporate Governance along with the Certificatefrom the Secretarial Auditors of your Companyconfirming compliances with the conditions of CorporateGovernance as stipulated in the Listing Regulationsforms part of this Annual Report.
21. MANAGEMENT DISCUSSION AND ANALYSISREPORT
A report on the Management Discussion and Analysisfor the year under review, as stipulated under Regulation34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015, is presented in a separate section forming anintegral part of this Annual Report.
22. TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND
Despite continued endeavour in identifying andcommunicating the beneficiaries of unclaimed dividendand shares, your Company continues to have some casesof unclaimed dividend on account of various reasonslike change in residential address, change in telephonenumbers etc. due to which your Company is unable toreach the concerned beneficiaries. Such unclaimeddividends and shares in respect of which dividend hasremained unclaimed need to be transferred to IEPF asper statutory provisions.
As required under Section 124 of the CompaniesAct, 2013 (the Act), unclaimed dividend amountaggregating to ' 6,84,838/- (Dividend for FY18 lyingwith your Company for a period of seven years wastransferred during FY26 to the Investor Educationand Protection Fund established by the CentralGovernment.
As required under Section 124 of the Act, 5,560Equity Shares, in respect of which dividend hasnot been claimed by the members for sevenconsecutive years or more, have been transferredby your Company to the Investor Education andProtection Fund (IEPF) Authority during FY26.Details of shares transferred are available on thewebsite of IEPF as well as on the website of yourCompany.
23. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT
The Business Responsibility and Sustainability Reportof your Company for FY26 forms part of this AnnualReport as required under Regulation 34(2)(f) of theSecurities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015.
24. DISCLOSURES AND INFORMATION UNDERTHE COMPANIES ACT, 2013
Pursuant to section 134 and any other applicablesections of the Companies Act, 2013 (the Act), following
disclosures and information is furnished to theshareholders:
As required under section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules,2014, the particulars relating to “Conservationof Energy, Technology Absorption and ForeignExchange Earnings and Outgo” are given in“Annexure A” which is appended to this Board'sReport.
b. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company inForm MGT-7 for FY26, is available on the Company'swebsite athttps://www.galaxysurfactants.com/investor-relations/annual-general-meetings.aspx
Particulars of loans, guarantees and investmentscovered under Section 186 of the Act form part ofthe notes to the Financial Statements provided inthis Annual Report.
The Policy on Related Party Transactions asapproved by the Board is available on the websiteathttps://galaxysurfactants.com/pdf/corporate-governance/POLICIES/Policy-on-Related-Party-Transactions.pdf
The particulars of Related Party Transactionsin prescribed Form AOC-2 are annexed as“Annexure D” and form an integral part of thisReport. There are no materially significant relatedparty transactions made by the Company withPromoters, Directors or Key Managerial Personnel,etc. which may have potential conflict with theinterest of the Company at large.
The disclosure as required by Schedule V, ClauseA of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015 is as under:
Name of Subsidiary/Firm
Maximum amount of loans/ advances / investmentsoutstanding during the yearended March 31, 2026
Amount outstanding atthe end of the year i.e.March 31, 2026
Investments-Equity Shares
Galaxy Surfactants Americas Inc.(Galaxy Chemicals Inc.)
0.46
Galaxy Holdings (Mauritius) Ltd.
2.37
Galaxy Specialties Europe B.V.
4.18
Galaxy Surfactants Mexico S.A.de C.V.
8.34
TRI-K Mexico S.A. de C.V.
4.30
Investments- PreferenceShares (at fair value)
107.13
Advances
Galaxy Chemicals (Egypt) S. A. E
0.76
TRI-K Industries, Inc.
1.21
5.65
0.07
0.13
As per Section 177 of the Act, your Company hasestablished a vigil mechanism for the Directorsand employees to report genuine concerns. YourCompany has a vigil mechanism named “WhistleBlower Policy” to deal with any instances of fraudand mismanagement. The Whistle Blower Policy isavailable on the website of your Company athttps://galaxysurfactants.com/pdf/corporate-governance/POLICIES/Whistleblower-Policy 2025.pdf
There are no material changes or commitmentsaffecting the financial position of your Companywhich have occurred between the end of thefinancial year to which the financial statementrelates and the date of the report.
Your Company has complied with the provisions ofMaternity Benefit Act 1961.
h. Transfer to Reserves
Your Company proposes not to transfer any amountto the General Reserve for FY26.
During the previous year, your Company hadreceived a notice from GIDC to vacate one of itsnewly acquired land parcels. The Company hasapproached courts challenging the termination andthe Courts have granted an interim stay.
There was no instance of fraud during the yearunder review, which required the Statutory Auditorsto report to the Audit Committee and / or Board
under Section 143(12) of the Act and the rules madethereunder.
Your Company has made and maintained costrecords as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act.
25. CAUTIONARY STATEMENT
Statements in the Directors' Report describing yourCompany's objectives, expectations or forecasts may beforward-looking within the meaning of applicable lawsand regulations. Actual results may differ materially fromthose expressed in the statement. Important factorsthat could influence your Company's operations includeglobal and domestic demand and supply conditionsaffecting selling prices of finished goods, input availabilityand prices, changes in government regulations, tax laws,economic developments within the country and otherfactors such as litigation and industrial relations.
26. APPRECIATION AND ACKNOWLEDGEMENT
Your Company is grateful to the Government of India,the Governments of Maharashtra and Gujarat, theGovernment of countries where subsidiaries are locatedand other regulators for their continued co-operation,support and guidance. Your Company wishes to thankits investors, banking community, rating agencies andstock exchanges for their support. Your Company wouldlike to take this opportunity to express sincere thanksto all its valued customers, distributors, dealers, agentsand suppliers for their continued support and patronage.Your directors express their deep sense of appreciationto all the employees whose outstanding professionalism,commitment and initiative has made the organisation'sgrowth and success possible and continue to drive itsprogress. Finally, your directors wish to express theirgratitude to the members for their trust and support.
Navi Mumbai Managing Director Executive Director & COO
May 14, 2026 DIN: 07626680 DIN:07626842