Your directors have pleasure in presenting their 31^st Annual Report on the business and
operations of the Company and the Audited Financial Statements for the financial year
ended March 31, 2025.

1. PERFORMANCE HIGHLIGHTS (Standalone)

Your Company has performed during the reporting period as follows:

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

2. OPERATIONAL REVIEW:

The Company achieved a Revenue from Operations of ^359.04 Lakhs in FY 2024-25,
compared to ^723.40 Lakhs in FY 2023-24. The Company recorded a Profit Before Tax (PBT)
of ^4.23 Lakhs, a considerable improvement from the loss of ^71.21 Lakhs in the previous
year. Additionally, after tax adjustments and other comprehensive income, the Net Profit
stood at ^12.07 Lakhs compared to a Net Loss of ^50.43 Lakhs in the previous fiscal year,
signalling an initial but promising recovery in operational performance.

During the year under review, company's approach towards growth has delivered
satisfactory results during the year 2024-25 as the company has carried out business activity
during the year in comparison to the previous year. The company is expecting more revenue
and sure to grow in terms of net profit in the upcoming years. The company will strive to
improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

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

4. TRANSFER TO RESERVES

During the year under review, the Company has carried out business activities, therefore the
Company has transferred the amount to Reserves.

5. SHARE CAPITAL

The Authorised Share Capital of the Company increased from existing Rs. 5,50,00,000
(Rupees Five Crore Fifty Lakh Only) to Rs. 30,00,00,000 (Rupees Thirty Crores) with the
approval of Shareholder in the previous Annual General Meeting held on 30^th September,
2024

The Paid-Up Equity Share Capital of the Company as at 31^st March, 2025 consists of
27,31,620 equity shares of Rs. 10 each.

The Company has not issued shares or convertible securities or shares with differential
voting rights nor has granted any stock options or sweat equity or warrants during the year
under review. As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the Financial Year ended March 31, 2025 is available on the website of the
Company on (weblink)

SALE OF BUSINESS OF THE COMPANY

The Board of Directors ("Board") at their meeting held on 11^th August, 2025, have
recommended and approved the sale of the business undertaking of the Company, i.e. the
business of manufacturing and trading activity of Agricultural Equipments and Bearings
(Forged Rings) (including balance of plant) ("present Business") as a going concern on a
slump sale basis (as defined under Section 2(42C) of the Income-tax Act, 1961), to Forgex
Rings Private Limited (FRPL) , a company incorporated under the laws of India bearing
corporate identity number U28219GJ2024PTC152330 and having its registered office at
Imperial Heights, Tower A, 507, 150 Ft. Ring Road Rajkot (Gujarat), which is not a related

party of the Company along with its respective assets and liabilities including the concerned
licenses, consents, approvals, employees and contracts, for a lumpsum consideration of INR
9.25 Crores excluding all applicable taxes, subject to customary post closing adjustments, on
accounts as of December 31, 2024, on such terms and conditions as detailed out in the
business transfer agreement to be entered into between the Company and FRPL for sale and
transfer of the present Business . The consideration for the Proposed Sale of present business,
as recommended by the Board and the Audit Committee is based on the valuation done by
Atharva Valuation (OPC) Private Limited, independent valuer having registration number
IBBI/RV-E/03/2022/174. Further, Interactive Financial Services Limited, a SEBI Registered
Category I Merchant Banker having registration code INM000012856, has given a fairness
opinion certifying that the valuation of the present Business done by the independent valuer
is fair. The purchaser is not related party to the Company, its Directors or key managerial
personnel. Further, the full consideration will be received in cash, subject to applicable taxes.
All other relevant details are already mentioned in the Resolution & Explanatory Statement
forming part of this Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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

(a) CONSERVATION OF ENERGY

(B) TECHNOLOGY ABSORPTION

8. FOREIGN EXCHANGE EARNINGS / OUTGO

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

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes take place between the end of the financial year up to the date of
report which affect the financial position of the Company. It is also in the process of
transferring its operational undertaking by way of Slump Sale, for which necessary approvals
and compliances are under process.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY HELD DURING THE FINANCIAL YEAR

During the financial year under review following changes take place which affects the
Financial Position of the company:

> The Company has altered the existing Object Clause of the Memorandum of
Association ("the MoA") by inserting additional clause which extend the area of
operation of company in organic and inorganic chemicals.

> Adoption of new set of Memorandum of Association as per the provision of the
Companies Act, 2013 in the format of Table A.

12. CHANGE IN THE NATURE OF BUSINESS

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

13. DEPOSITS

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

14. STATUTORY AUDITORS & AUDIT REPORT:

Statutory Auditors

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

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

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

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

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

The Auditors comments on your company's accounts for year ended March 31, 2025 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134 (3) (f) of the Companies Act, 2013.

The Auditors have observed that the Company did not have appropriate internal controls for
reconciliation of physically inventory with the inventory records The Board would like to
clarify that the Company is in process of strengthening its internal control systems
installation of proper softwares & deploying experts who are having knowledge of
strengthening of the internal controls. Further, as regards to Auditors' observation on not
having internal process to report deficiencies in internal control to management on a timely
basis, the Board clarifies that the Company has already appointed professional consultants
for verifying the internal control system and by end of this fiscal, the Company would be
having robust internal control system.

15. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2024-25, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or
officers under section 143(12), the details of which need to be reported in Board's Report.

16. COST AUDIT

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

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made
thereunder, the Company has appointed Mr. Ramesh Chandra Bagdi, Practicing Company
Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed
to the Board's Report and forms an integral part of this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.

18. CORPORATE SOCIAL RESPONSIBILITY

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

19. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company's
website and can be accessed at www.galaxyagrico.com.

20. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

21. BOARD EVALUATION

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

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

committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.

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

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

22. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED
DURING THE YEAR

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

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

a. The Company regrets to inform about the sad demise of Mr. Mansukhlal Nathabhai Govani
(DIN:02167809), Non-Executive Independent Director of the Company w.e.f. 24.05.2024, his
sudden and sad demise will be an irreparable loss to the Company.

b. The Board of Directors of the Company has on 24^th May, 2024, appointed Mr. Jay Nayak
(DIN: 05174213) as Additional Directors (Non- Executive, Independent) of the Company,
which was later resigned from the Directorship of the company on 02^nd May, 2025.

c. Regularise the Appointment of Mr. Abhay Vasantrao Galgate (DIN: 09596308) as a Executive
Director at the 30^th Annual General meeting held on 30^th September 2024.

d. Regularise the Appointment of Ms. Richa Kachhawaha (DIN: 10702959) as the Non¬
Executive, Independent Director at the 30^th Annual General meeting held on 30^th September
2024

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

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 08 (Eight) Board meetings were convened and held, details of which are as
follows:

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

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

25. AUDIT COMMITTEE

The Audit Committee comprises of 3 members where 2 directors are non-Executive
independent directors. Accordingly, the Company has complied with the requirements of

Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
relating to composition of Audit Committee.:

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

26. NOMINATION AND REMUNERATION COMMITTEE

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

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

The Nomination and Remuneration Committee met once during the year on dated 11^th July
2024 and the attendance of members at the meetings was as follows:

27. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

In compliance with Section 178 of the Companies Act, 2013 and, Regulation 20 of SEBI
(Listing obligation and Disclosure Requirement) Regulations 2015 the Board has constituted
Stakeholders Relationship Committee. The Committee met met once during the year on
dated 11^th July 2024 and the attendance of members at the meetings was as follows:

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

28. INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act,
2013 and the Listing Regulations, the Independent Directors of the Company shall hold at
least one meeting in a Year without the presence of Non-Independent Directors and
members of the management. All the Independent Directors shall strive to be present at
such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a
whole;

(b) Review the performance of the chairman of the listed entity, taking into account the
views of executive Directors and non-executive Directors;

(c) Assess the quality, quantity and timeliness of flow of information between the
management of the listed entity and the Board of Directors that is necessary for the
Board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 27^th February, 2025 and attended by all
Independent Directors.

29. SEXUAL HARRASSEMENT COMMITTEE

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

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

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

31. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year under
review were in the ordinary course of business and on arm's length basis. All transactions
entered with related parties were in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made thereunder and the Listing
Regulations. Thus the company is not required to disclosed any information in Form AOC-2
in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's
financial statements Note No. 39 in accordance with the Accounting Standards.

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

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

32. MANAGERIAL REMUNERATION

a. Remuneration to Directors and Key Managerial Personnel

Information as 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, 2014
is given under Annexure-1.

b. Employee Particulars

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

33. CORPORATE GOVERNANCE REPORT

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

The paid-up equity Share capital of the Company and net worth of the Company as on 31^st
March, 2025 does not exceed the stipulated criteria of rupees ten crore and rupees twenty-
five crore respectively. Hence the Company the provision of Corporate Governance is not
applicable on the Company.

34. INTERNAL CONTROL AND SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board& to the
Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in
their respective areas and thereby strengthens the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to the Audit
Committee of the Board.

35. RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify measure and mitigate
business risks and opportunities. This framework seeks to create transparency, minimize
adverse impact on the business objective and enhance the Company's competitive

advantage. This risk framework thus helps in managing market, credit and operations risks
and quantifies exposure and potential impact at a Company level.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided "Annexure 2" and forms part of
this Report which includes the state of affairs of the Company and there has been no change
in the nature of business of the Company during FY 2024-25.

37. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect to
Directors Responsibility Statement it is hereby confirmed that:

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

(b) that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit and loss of the Company for that period;

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

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

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

(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

38. LISTING:

The shares of the Company are listed at the BSE Ltd.-GALAGEX|531911|INE803L01016.

The Company has paid the annual listing fees for the financial year 2024-25 to the said

Stock Exchange.

39. OTHERS

Your directors state that no disclosure or reporting is required in respect of the following

items as there were no transactions on these items during the period under review:

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

2. Company neither allot any debt securities nor has any outstanding debt securities as
at March 31, 2025 which requires an external credit rating

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

4. The Company has complied with the applicable Secretarial Standards (as amended
from time to time) on meetings of the Board of Directors and Shareholders issued by
The Institute of Company Secretaries of India and approved by Central Government
under section 118(10) of the Companies Act, 2013.

5. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE:

The company has in place a policy for prevention, prohibition and redressal of
Sexual Harassment at workplace. Appropriate mechanisms are in place for
protection against sexual harassment and right to work with dignity.

During the year under review, the company has not received any complaints
regarding this matter and there were no suits filed pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

6. As the Company does not have any woman employees, the disclosures to be
made under the Maternity Benefit Act 1961, are not applicable

7.

40. ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors
Galaxy Agrico Exports Limited

Sd/- Sd/-

Date: 06.09.2025 Nathabhai J. Sadariya Manoj H. Shah

Place: Shapar Chairman and Managing Director Whole Time Director

DIN:00167254 DIN: 02173383