About Galaxy Surfactants Ltd

Galaxy Surfactants Limited was originally incorporated as a private limited company with the name 'Galaxy Surfactants Private Limited' on May 20, 1986. Subsequently, the Company was converted into a public limited company and the name of the Company was changed from 'Galaxy Surfactants Private Limited' to 'Galaxy Surfactants Limited' on March 13, 1995. Galaxy Surfactants is one of India's leading manufacturers of surfactants and other speciality ingredients for the personal care and home care industries. The Company's products find application in a host of consumer-centric personal care and home care products, including, inter alia, skin care, oral care, hair care, cosmetics, toiletries and detergent products. Since its incorporation in 1986, it has significantly expanded and diversified its product profile, client base and geographical footprint. The customers include some of the leading multinational, regional and local players in the home and personal care industries. Currently, its product portfolio comprises over 200 product grades, which are marketed to more than 1,700 customers in over 70 countries. From year 2000-2010, Galaxy Surfactants took a strategic step towards setting up a manufacturing facility in Egypt. The Company's third manufacturing unit started in Gujarat's Jhagadia GIDC in year 2012. In FY 2019-20, a total of 11 patents were granted to Galaxy, of which 6 were granted in India, 3 in USA, and 2 in Brazil. In 2019-20, the Company commissioned its Mild Surfactants plant at Jhagadia, Gujarat. The US Plant (TRI-K) was shifted to a new location, which not only increased the manufacturing capacity but also enhanced its warehousing capacity. The R&D centre was redeveloped for disposal of equipment and undertake R&D activities at the same time by focusing on multiple areas. In FY 2020-21, a total 6 patents were granted to Galaxy, of which 3 were granted in US, 1 each in India, China and Europe. The Company launched the Galaxy Hearthr Mix Pods range of products by introducing Laundry Pods during FY'22. In January 2022, it commissioned operations at the Jhagadia Factory. In Financial Year 2021-22, a total of 3 patents were granted to Galaxy in India. In 2023, the Company commissioned brownfield expansion of multipurpose Specialty plant at Tarapur. It launched 2 products, Galseer Tresscon and GalMOL CCT during the year 2023.

Galaxy Surfactants Ltd Chairman Speech

Dear Ladies and Gentlemen,

2019-20 might have ended on a sombre note and our ‘today' is filled with uncertainty; but let me assure you, the future holds promise. I hope you and your families are safe, healthy and secure.

Ladies and Gentlemen, these are unprecedented times. As I look back, it has only taken 25 weeks for the World to come to a standstill.

As Vladimir Lenin had once said, "There are decades where nothing happens; and there are weeks where decades happen."

Within 25 weeks we have experienced a pandemic, which has combined the effects of the 1918 Spanish Flu with the economic recession of 2008. The rhetoric has completely changed from optimism to caution to pessimism.

It has brought about a change that will not only impact our today; but which shall live on and shall also impact our future. Change that has not only brought the world economy to a grinding halt; but which has also disrupted lives across the globe. Within weeks we have experienced what people had not experienced for decades.

Unprecedented Times call for Unprecedented Measures. The lockdown imposed by countries across the Globe as well as by our Government on March 23^rd to protect lives, impacted business operations adversely. But, it also

gave rise to our new-age Warriors - Warriors on ground which comprise our Doctors, Police Staff, Administration and other authorities who have selflessly been fighting for our lives and our country. We thank these warriors. They are our real heroes.

Daily lives, though came to a standstill, essential products and services were still the need of the hour. It was time for our customers to stand up and deliver the ‘Essential' products required for one's lives. To enable and equip our customers, Galaxy was ready. This was about our nation and our people. Our COVID ‘Yodhas' as we internally call our members from the Plant, Operations and Logistics not only fought through the various risks and lockdown restrictions but also ensured we kept on delivering and fulfilling our customers' needs 24x7. This has not been easy. Right from restrictions imposed by local authorities on travelling to work to restrictions at ports and unavailability of transportation mediums, operations were severely impacted, but as they say there is always light at the end of the tunnel - things have not only improved since Lockdown 1.0; but we do see normalcy returning sooner than later. We thank our COVID Yodhas for braving through this storm valiantly.

In these grim times, ladies and gentlemen, I would like to share some positive news with you. The year 2020 marks the 40th year since inception for your Company. The journey which began in 1980, has now completed 4 decades. 4 decades which has seen our profitability compound at a CAGR of 28.5% from Rs 1 Lakh in 1980 to Rs 230 Crores as of 2019-20 and our Revenues multiplied by 21,683 times. But more than the financial numbers, these 4 decades have been about the sustainable partnerships and relationships which we have built and nurtured with all our stakeholders - relationships which have not only stood the test of time; but also enabled our growth over the past 4 decades. We thank all our stakeholders for their continued support and cooperation.

Moving on from the last 4 decades to the last decade. The last decade has seen your Company grow at a CAGR of 10.9% in volume terms, 16.3% in EBITDA terms and 19.8% in PAT terms, maintaining our threshold ROCE of 22% for 7/10 years. Both our segments i.e. Performance Surfactants and Specialty Care Products have seen volume growth in excess of 10% during this period.

As we enter the next decade, the last year of this decade 2019-20 was a relatively mixed year for us. I say mixed, while all our segments and regions registered growth, this growth was relatively subdued in the second half of the year. While our Performance Surfactants business grew at 6% in volumes, Specialty grew at 1.7% after a spectacular 2018-19. Overall, volumes grew at 4.4%. Egypt made a strong comeback registering a 22.2% growth in volumes over the previous year which primarily drove the Performance Surfactants volume growth. Specialty business though started off on a strong note registering a 10% volume growth in H-1, the same on account of seasonality in Q-3 and outbreak of COVID-19 in Q-4 registered a decline of 6% in H-2.

Lack of adequate credit for the distribution channels along with reduction in Inventory days impacted business in India which remained sluggish and flat for the year. Rest of the World markets which had outperformed last year grew 2.8% in volumes. This was mainly on account of the decline of 11.7% it experienced in H-2 FY 201920 due to the lower offtake of Specialty Care Products in Q-3 on account of seasonality and on account of the outbreak of COVID-19 in Q-4, which severely impacted the developed nations initially.

Africa Middle East and Turkey (AMET) made a strong comeback this year registering a 9.4% volumes growth mainly driven by the robust performance registered by our local Egypt market.

While Business has been relatively mixed, business operations too were adversely impacted by the Lockdown imposed by the Government on March 23^rd 2020 which completely wiped out our last week's sales for Q4 2019-20. The major impact though will be seen in Q-1 2020-21, where due to supply chain disruptions, our ability to service the underlying demand got severely constrained.

The blast which took place at our M-3 unit at Tarapur resulted in 3 casualties. While this will have an adverse impact on the business in Q-1 FY 2020-21, more than that, this has left an indelible blot on our illustrious 40 years journey which till April 13^th 2020, had not seen any serious incidents involving casualties. While as an organisation, we have always given Safety the topmost priority and our safety standards till date are commensurate to the best-in-class, this incident has taken us back to the drawing board. Right from implementation of Behavioural-Based Safety for all employees to refining and improving the Safety SOPs to framing new SOPs for operating under the COVID-19 scenario to conducting safety audits and evaluations by the Safety Teams, we are leaving no stone unturned to ensure such incidents do not happen in the future ever again. Basis the insights derived from the investigation, we have launched Project Abhayatam - A Fearless, New Beginning. This project comprises an 8-step review mechanism by a Team of subject specialists within Galaxy. This will strengthen and enhance the Design, Operations, Safety and Skill levels of all our plant personnel across the organisation and enable us to identify the areas requiring improvement in Safety. Post the identification, course correction shall involve automation to monitor and control the critical operations across the organisation. While loss of lives cannot be compensated for, all necessary support - financial, emotional and social have been extended to the families of the deceased. The deceased, Shamir Khoja, Vijay Sawant and Runal Raut will always remain part of the Galaxy family and we shall forever remain indebted to the contributions made by them.

Looking ahead, while demand for Performance Surfactants remains fairly stable, cut-down on discretionary spending along with hoarding of cash may impact new launches and sales of existing premium products, adversely impacting our Specialty Care business. But we remain hopeful, and I say that as, the situation month-on-month has been improving - We hope this continues. Monsoons, pickup in consumption globally and relaxation of lockdowns

will be crucial for this momentum to sustain and rise going ahead. A positive, though has been our Egypt Plant which faced no disruption/shutdown on account of the pandemic. Therefore we believe the recovery and momentum seen in Egypt should sustain.

CAPEx planned for our Specialty Products remains on track, though execution and operationalisation will get delayed by 6-9 months. This year began with the operationalisation of our performance surfactants plant at Jhagadia. While nobody could foresee the rise in demand for performance surfactants on account of the pandemic, it is our ahead of the curve CAPEx planning and execution that has held us and is holding us again in good stead today, as the demand for performance surfactants rises.

2019-20 also saw your Company winning several reputed awards in the areas of:

t Innovation - The Gold award at HPCI for our oil soluble surfactant GalSoft TILS (G)

? Human Resources - Certification as a Great Place to Work for the 2^nd time

? Intellectual Property - Excellent use of IP in Innovation Award at the IP Summit to finally

? My own nomination as a finalist at the EY Entrepreneur of the Year Awards 2019

To conclude with, an operating cash flow in excess of Rs 300 Crores, ROCE of 23.5% and PAT growth of 20.6%, awards and recognitions for our performance in multiple areas and growth across segments and regions, this has been a good end to the last decade.

Ladies and Gentlemen, as responsible citizens of this nation, we believe it is critical that businesses give back to the society and the nation that creates them.

Our Corporate Social Responsibility Policy has been formulated with a view to ensure the holistic development of the community and the environment. Various CSR initiatives in the field of healthcare, education, social upliftment, women empowerment, environmental protection, conservation and restoration were undertaken during the current year. The pandemic saw your Company undertake multiple activities across the country in order to support and enable the society gain access to hygiene through distribution of 1.2 lakh handwash bottles and sanitisers. Food and essentials were also provided to the nearby villages through various distribution drives carried out by our CSR members.

Sustainability forms our Core. A journey which began in 2010-11, shall complete a decade in 2020-21. A decade marked by remarkable work done in the areas of Responsible Care, establishing ZLD (Zero Liquid Discharge) units across all our sites and pioneering Innovation that is sustainable, green and incorporates our patented green technology for manufacturing - all in all a sustainable and environmentally conscious proposition.

Work done in the last decade has started bearing fruits. This year, your Company won the NAMC Gold Award for its Jhagadia Unit, has been shortlisted as a finalist for Asia's Best environmental reporting category for 2019 and has also started the assessment of Risks and Opportunities of Climate Change using TCFD recommendations well ahead of the regulatory norms. Sustainability shall be a key monitorable going ahead and as an organisation we are fully conscious and geared up for it. At Galaxy, sustainable and consistent value creation for all our stakeholders remains our motto. We have consistently demonstrated it over the past 4 decades; and the next decade and decades to come shall be no different. We remain committed to growth and the inherent robustness of our business model, sustainable relationships built over the years and our people give us the confidence to achieve lot more in the decades to come.

But to succeed tomorrow, one needs to work today, and work for the next decade has already begun. The next decade shall see the rise of ‘Persistence' - Growth driven by: t Premiumisation

? Ecommerce

? Regulations

t Sustainability and Safety t Innovation

? Supplier Integration ^ Trade

? Emerging Opportunities

? New-age Technologies that shall power unmatched consumer experience

? Customised Consumption

? Engagement with all Stakeholders

On that futuristic, optimistic and positive note, ladies and gentlemen, thank you once again for being part of this journey.

To The Members

Your Directors take pleasure in presenting the Thirty Seventh (37^th) Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2023.

1. FINANCIAL RESULTS

(` Crores)

2. DIVIDEND

The Board in its meeting held on February 11, 2023 had declared an interim dividend of ` 18/- per equity share i.e. 180% of nominal value of ` 10/- each for the financial year 2022-23. The Board recommends a final dividend of ` 4/- per share making the total dividend for the financial year 2022-23 to ` 22/- per share. The total dividend payout for the concluded year shall be ` 78 Crores.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is in place and available on the website of the Company https://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:

Business Scenario

Financial Year 2022-23 (FY23) started with the backdrop of disruptions caused by the Russia-Ukraine conflict that started in February 2022 threatening the fragile recovery from the Covid and the supply chain shocks that were seen in the previous year. The conflict which is the largest since the World War II has caused a major geopolitical realignment and has also resulted in ramifications worldwide by way of food and energy crisis far away from the epicentre of the conflict aggravating the already surging global inflation.

The resultant tightening of monetary policies by the central banks across economies, with FED increasing the interest rates by 9 times since March 2022 - an increase of around 4.4% in FY23 has caused ripple effects throughout the global economy including distress in banking sector and effecting the emerging economies.

A number of developing economies in Africa, Asia and the Americas have experienced sharp economic downturns, acute balance of payments pressures and foreign currency crisis. Growth was also weak in Europe, with output declines in many Central and Eastern European economies and energy-intensive industries, amidst strong adverse effects from extremely high energy prices. The main positive surprise in late 2022 came from the United States, with continued labour market resilience outweighing the impact of higher interest rates on private investment. Two biggest economies in AMET region i.e. Egypt & Turkey were under severe pressure during the year. Turkey's economic woes continued with balance of payments crisis – sovereign credit rating was the lowest and its CDS premium highest in the last 20 years. The government tried to address the issue of low forex reserves due to continued current account deficit by way of additional capital controls. In Egypt too, a heavy debt burden, rising interest rates and a weakening currency have raised the cost of servicing debt.

It was clear by the hard stance taken by the different central banks across the world that the monetary policies would continue to remain restrictive until there are clear signs of sustained lowering of the inflationary pressures.

The contractionary monetary policy has resulted in moderating the inflation towards the later part of FY23 but has had its toll on the demand slowing down due to the drag on household income which is clearly reflected in the growth rates around the world. Global growth rate slowed down to 3.2% in 2022 and is further expected to slow down to 2.6% in 2023. The only silver lining was in the upward revision from the previous estimates, albeit "A Fragile Recovery" with risks becoming more balanced but tilted more towards downside.

In India, evolving geopolitical situation towards the beginning of 2022-23, threatened to derail the signs of recovery from the third wave of COVID. Global commodity price dynamics started driving the food inflation in India, including prices of inflation sensitive items that are impacted by global shortages due to output losses and export restrictions by key producing countries. RBI too started monetary tightening with an increase of interest rates in May 2022 and since then has increased the rates by around 2.1% in 2022-23. FMCG companies though posted a value led growth, volume growth continued flat or in the negative territory for most part of FY23. With prices of commodities at a decadal high, market growth was more in terms of value with volumes remaining flat to negative. Rural market continued to lag behind the urban market in terms of growth for most part of FY23 although some signs of revival in the rural demand were seen in Q3 with moderating commodity prices and lower inflation.

The inflation has only worsened the inequality in income distribution since the onset of the COVID pandemic. On one hand in FY23, we saw FMCG companies in India struggling to balance inflationary price increases and falling demand with many FMCG companies to resort to grammage reduction in price sensitive segments whereas on the other hand luxury car sales in India are expected to be at record levels. Despite these pressures, India, however, emerged to be a bright spot in the global economy to be the fastest growing economy surpassing the growth rates of both US & China. With easing supply chain pressures, raw material availability and pull back in the prices of commodities, India is expected to grow at 7% in FY23.

Financial Outcomes

The prevailing global challenges and the economic scenario in India were reflected in the financial performance of your Company during the year.

With better sales realisations, strategic sourcing and depreciating rupee, despite a 1.5% decline in volumes, your Company registered consolidated EBITDA growth of 40% over the previous year. The volumes reflected the global challenges and the dull global economic scenario prevalent during the year. LA prices started the year on a high with a correction witnessed Q2 onwards. Due to the lag impact, the averages LA prices were higher than the previous year driving value led revenue growth of over 20%.

India region continued its strong performance with volume growth of 9.4% over the previous year. Urban markets outperformed the rural markets which were reeling under the stress of high inflation and reduced disposable income. Your Company also crossed an important milestone of 100,000 MT of volumes in India during the year.

Growth in India volumes was offset by lower performance in international markets leading to an overall flat performance in volumes during the year. AMET volumes were lower by 11.9% due to subdued demand in two of its biggest markets i.e. Egypt & Turkey facing macroeconomic headwinds of high inflation and depreciating currencies. ROW volumes were lower by 5% primarily contributed by Europe.

Your Company commissioned brownfield expansion of multipurpose Specialty plant at Tarapur during the year which will significantly enhance the faster scale-up of new innovation products.

Your Company was conferred with "Supplier Excellence Award" by one of its strategic customers acknowledging the excellence in service, innovation and value. Your Company also received CHEMEXCIL Trishul Award for best export performance.

Sustainability continues to drive the products out of innovation funnel and during the year, your Company has launched the following products:

1. Galseer Tresscon: It is next generation, Sulfate-free, Silicon-free, PEG – free and Alkanol amide-free, mild Solid Surfactant System for hair & scalp cleansing applications. It is uniquely designed for preparation of Shampoo Bars with superior hair-care performance comparable with premium liquid conditioning shampoos, while also ensuring the formulation to be sustainable, safe, green, and environmentally friendly.

2. GalMOL CCT: Emollients are an integral part of any beauty and personal care formulations. GalMOL CCT which is a versatile emollient, is derived from fatty acids and glycerine, making it safe and truly a natural product. It is a saturated medium-chain triglyceride with low viscosity, excellent spreadability and has oxidative stability. GalMOL CCT is used in beauty and personal care products for moisturisation properties. It is also preferred in colour cosmetic formulations as it supports pigment dispersion, which is an important function in processing operation, while providing a light feel to the formulations.

4. PEOPLE ENERGY

Employees are the essence of the Company. They are at the very core of all strategies; helping your Company reach new heights through their dedication and perseverance and it is by surrounding them with continuous opportunities to learn and flourish for professional excellence.

Keeping this in mind, your Company's people strategy has continued to emphasise on investing towards the all-round growth of the employees by building their capabilities and by encouraging regular upskilling.

Your Company has maintained an edge over others in the chemical industry by bringing top talent in our organisation through strategic talent acquisition which has ultimately boosted employee job satisfaction and retention. Your Company's focus was on hiring from diverse sources – to ensure an astute mix of fresh and experienced candidates.

The leadership of your Company is keen on promoting a dynamic workforce. Your Company has provided employment opportunities to People with Disabilities (PwDs) and have built the needed infrastructure to ensure accessibility. Several forums have been set up where our female employees are mentored by the leadership team and senior women leaders at Galaxy. This shall aid in building the women leadership at your Company.

Sustainability has always been an uncompromisable aspect. Every year, your Company is inching closer towards achieving dream of 100% digitalisation and becoming truly sustainable by going paperless for employee's related activities.

In alignment with Galaxy's 4Cs framework, your Company strives to build an organisation with a highly competent workforce that can adapt to this ever-changing world and is ready to take on new challenges. Your Company is equipping workforce with various tools of learning and a strategic investment in employee development and career advancement.

5. QUALITY

Your Company is committed to deliver consistently high quality and high performing products and services to its customers.

Continuous improvement in quality across all domains and implementation of key Best Practices at all its sites enables your Company to meet the stringent quality benchmarks set by customers for the product qualifications.

The quality of cosmetic ingredients is critical to assure the safety, quality and efficacy of formulations. Your Company has been effectively practising on the principles of Good Manufacturing Practices (GMP) and Quality Risk Management approaches at all its manufacturing sites which are already certified with ISO 22716 GMP standard. The site in USA (TRI-K Industries Inc.) and in Jhagadia (India) are further certified with EFfCI (European Federation for Cosmetic Ingredients) GMP standard.

World-class practices such as TPM are adopted at the manufacturing sites augmented by internal benchmarking programmes such as Galaxy Manufacturing Excellence Award (GMEA).

Under the umbrella of Product Stewardship, your Company has maintained high focus on Product Safety and Compliance. Your Company has further strengthened on developing products with High Natural Origin content and Environment Friendly. Sustainable Product Development emphasising on 12 principles of Green Chemistry has been your Company's approach. Product attestations/certifications like COSMOS/Ecocert, Kosher, Halal, RSPO (MB & SG); Product customisations, caring about Vegan Beauty and offering solutions to meet consumer trends are efforts to deliver enhanced value to your Company's customers.

6. SUSTAINABILITY / RESPONSIBLE CARE

Your Company is one of India's leading manufacturers of surfactants and other specialty ingredients for the Personal Care and Home Care industry. Your Company continued to march towards improving on innovating environmentally friendly product, operational processes. Your Company's sustainability journey has started with a clear mission of 2030 based on following pillars:

• Climate Change - Following pathway of 1.5 Deg. Celsius for reduction of GHG emissions by increasing the renewable source of energy

• Circular Economy - Rethinking and transforming full value chains to create a system in which waste is designed out entirely

• Water Stewardship – Bringing positive impact for organisation and society

• Diversity and inclusion - Diverse workplace and leverage the effects of diversity to achieve competitive business advantage

Your Company is committed to Science Based Targets initiative (SBTi) and has set up a target of Greenhouse Gas emission (GHG) reduction.

Achievement during FY23

• Emission by use of solar Avoided 6,700 MT of CO2 energy in its plants

• Rainwater Harvesting of 11,000 m3 of water within the boundary

• Recycled water of 1,00,000 m3 of water with ZLD (Zero Liquid Discharge concept)

• Sales of RSPO (MB) certified 88,000 MT of finished goods

Your Company continued to adhere to following frameworks:

• Certified Sustainability Report for FY22

• Adherence to RSPO (MB) – SCCS certification

• Eco Vadis Gold Standard

• Climate Change B- Management Level

• Water Security B Management Level

• Forest C, Awareness Level

• Supplier Engagement rating A- Leadership Level

Your Company received following awards during FY23:

• CII-Energy efficient unit at Taloja unit

• Customer appreciation award - Unilever- Home care Clean Future Award

• Top Exporter award at Chemexcil Best Exporter award

Your Company continuously engages with stakeholders to seek feedback, opinions to improve. Engages with supply chain partners through various forums like Gal sustain event with suppliers. Engages with customers during various exhibitions. Contribute through various industry bodies like – RSPO, CDP, WWF, CRB, CII, I-SPOC initiatives to share and learn to co-create for a sustainable future.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company have constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

Your Company has also formulated a CSR Policy and the same is available on your Company's website at https://www.galaxysurfactants.com/about/our-policies. aspx.

All the CSR activities of your Company are in compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013. CSR Committee reviewed and updated the CSR Policy covering the objectives, focus areas, budget, monitoring & reporting among others.

Against ` 4.43 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully disbursed ` 4.45 Crores.

A detailed report on amount spent on different activities, results achieved on the initiatives undertaken by your Company is attached with "Annexure B".

During the year, your Company undertook the following CSR initiatives:

Note: Cumulatively during FY23, your Company has touched 1,47,939 lives (whereas total 7,14,739 lives have been touched after introduction of CSR)

8. SUBSIDIARIES AND ASSOCIATES

As of March 31, 2023, your Company has five wholly owned subsidiaries within the definition of ‘Subsidiary Company' under the Companies Act, 2013.

Your Company also has an Associate Company in which your Company has shareholding in excess of 20% - formed specifically in connection with compliance requirements under of Electricity Rules, 2005 for Group Captive. Your Company has no role in control or participation in the business decision under the agreement in the above Company and accordingly, accounts of the said Company have not been consolidated.

During the year under review, the Board of Directors has reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries in compliance with the applicable accounting standards, which forms part of this Annual Report.

Pursuant to the provisions of sub section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the financial statement of each of our subsidiaries are set out in the prescribed format AOC-1 which forms part of the Financial Statements section of this Annual Report.

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the Financial Statements of subsidiary Companies are uploaded on the website of your Company i.e., www.galaxysurfactants.com and shall also be available for inspection at the registered office of your Company with prior notice.

Galaxy Chemicals Inc., a 100% owned subsidiary in US, which was set up to promote marketing of your Company's products in the Americas, in the early years of development of export markets has lost its relevance after the consolidation of trading and distribution business under TRI-K Industries Inc. Your Board has, therefore, passed a resolution for winding up of Galaxy Chemicals Inc. and is awaiting necessary approvals from the authorities in India and US.

9. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures relating to remuneration and other details 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 provided in the Annual Report in "Annexure F", which forms part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of your Company with prior notice and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Changes in the Composition in the Board of Directors and Key Managerial Personnel

Mr. Abhijit Damle took over from Mr. K. Ganesh Kamath as Chief Financial Officer w.e.f. July 1, 2022. Mr. Abhijit Damle has also been appointed as a director on the Galaxy Holdings (Mauritius) Limited and as Managing Director of Rainbow Holdings GmbH as a director in place of Mr. K. Ganesh Kamath w.e.f. July 1, 2022.

Mr. K. Ganesh Kamath, continued as an Executive Director till completion of his term till October 6, 2022 – the date of his superannuation. He, thereafter, also resigned as a director of the Company w.e.f. October 7, 2022.

Your Board wishes to place on record the contributions made by Mr. K Ganesh Kamath during long association with your Company in various capacities.

Mr. K. Ganesh Kamath continues as a director of the Company's subsidiary Galaxy Chemicals (Egypt) S.A.E.

ii. Independent Directors

As on March 31, 2023, your Company has 4 Independent Directors on its Board.

Mr. S. Ravindranath, Chairman and Independent Director, retired on completion of his second term as an Independent Director on April 19, 2022. In his place Mr. M. G. Parameswaran, Independent Director has been appointed as the Chairman w.e.f. April 20, 2022.

In the 36^th AGM held on August 5, 2022, Mr. Kanwar Bir Singh Anand (DIN: 03518282) has been appointed as an Independent Director for the term of 5 years commencing from the date of the above AGM.

As per the provisions of the Companies Act, 2013, Mr. M. G. Parameswaran and Mr. Subodh Nadkarni were appointed for a second term in 33^rd AGM & Mrs. Nandita Gurjar was appointed for the second term in 34^th AGM. All the independent directors are not liable to retire by rotation.

Your Board wishes to place on record the contributions by Mr. Ravindranath during his association with your Company as the Non-Executive and Independent Director in advising and guiding the management with his wisdom.

The Independent Directors have given their declaration of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Your Board has appointed Mr. Madhavan Hariharan (DIN: 07217072) as an Additional Director and Independent Director w.e.f. May 23, 2023 for the period of 5 years not liable to retire by rotation subject to the approval of the members in the 37^th Annual General Meeting. The proposal to appoint Mr. Madhavan Hariharan is covered under Item no. 7 of AGM notice as Special Business.

iii. Reappointment of Directors Liable to Retire by Rotation

Your Board has 4 Directors who are liable to retire by rotation. Mr. K. Natarajan (DIN: 07626680) is liable to retire by rotation in ensuing AGM and being eligible, your Board recommends him for reappointment.

The proposal for reappointment of Mr. K. Natarajan is covered in Item No. 4 of the AGM notice as Ordinary Business.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed "Nomination and Remuneration Policy" which inter alia lays down framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of your Company and criteria for selection and appointment of Board Members. The said Policy is annexed as "Annexure C" and forms an integral part of this Report.

12. EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors. The evaluation was done through a structured questionnaire which considered various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The details of programmes for familiarisation of Independent Directors of your Company are available on your Company's website www.galaxysurfactants.com.

The Board of Directors has evaluated the Independent Director appointed during FY23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Director is satisfactory.

13. BOARD COMMITTEES

In order to strengthen its functioning, the Board of Directors has constituted the following Committees as per the requirement of Companies Act, 2013 and the SEBI 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 are provided in the Corporate Governance Report which forms part of this Annual Report.

14. MEETINGS OF THE BOARD AND COMMITTEES

The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

Secretarial Standards:

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by your Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (i) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same; (ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2023 and of the Profit and Loss of the Company for that period; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors had prepared the Annual Accounts on a going concern basis; (v) that the Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and (vi) 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.

16. AUDITORS Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018) were re-appointed as

Statutory Auditors of your Company at the 36^th Annual General Meeting held on August 05, 2022 for the second term of 5 consecutive years i.e. from the conclusion of 36^th Annual General Meeting till the conclusion of 41^st Annual General Meeting to be held in the year 2027.

The Report given by the Auditors on the Financial Statements of your Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditors

Your Board of Directors, based on recommendation of the Audit Committee, has appointed M/s. Nawal Barde Devdhe & Associates, Cost Accountants in Practice, to audit the cost accounts of your Company for the financial year 2023-24. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 5 of the AGM Notice as Special Business.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor for FY23 is appended as "Annexure E" to this Board's Report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in their report.

17. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

Your Company has a Risk Management Committee and has also complied with the requirement of appointment of Independent Director on the Committee. The Risk Management Committee meets to identify, discuss and mitigate risks in business & operational areas thereby addressing ongoing design and oversight adequacy needs. The Risk Management Committee has kicked off Enterprise Risk Management involving review of design and adequacy of organisation structure, governance framework, policies and processes, identification and mitigation of risks and digitisation possibilities.

Your Company has always worked to be contemporary in the application of technology for its business processes and its interface inter and intra organisation. Towards this end review of business process, applications available and the digitisation of process with adequate controls is an ongoing work in progress. We are on one of the best SAP ERP for over a decade, with substantive utilisation of its features and are endeavouring to move subsidiaries on the same to enable seamless availability of real-time data on consolidated operations.

The above reflects on our continuing endeavour to build an intelligent enterprise that will enable us to create a tech-powered customer and stakeholder-centric solutions that meets the intricacies of the business, operations and emerging customer interface needs. This will enable our core business to become smarter and more efficient through online augmented data driven and machine-enabled processes, build ecosystems that will help deliver differentiated customer and stakeholder experience, value proposition, and help build seamless value chain that supports the scale and efficiency of the large but acts with the nimbleness and agility of the small, prerequisite for sustained competitive growth by leveraging digitisation, technology application and analytics.

This calls for seamless integration with our consumers, customers and stakeholder operating ecosystems that can lead to a superior experience by improving agility and responsiveness across the business.

Cybersecurity is essential for any organisation to protect its digital assets from cyber-attacks, data breaches, and other security threats. Cybersecurity is critical to protect against a constantly evolving threat landscape, where attackers are becoming more sophisticated in their tactics, techniques, and procedures. Your Company has identified the constantly increasing cybersecurity threats and made major upgrade in the security environment and extend the same to the subsidiaries, applications, and external interfaces.

Technology plays a critical role in cybersecurity and your Company has implemented several measures to enhance its Cybersecurity measures on the principles of Identify Protect, Detect Respond and Recover. Your Company has implemented security solutions which have also provided for round-the-clock surveillance arrangements to track any threats that can help us protect our networks, endpoints, and other operating environments.

Your Company believes in deploying the best security solution to keep Galaxy Business and Operating environment secure, safe and scalable to address global growth needs.

18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company treats its employees equally, with dignity and with no gender bias. Your Company believes and ensures that all employees work in an environment that is free from all kinds of harassments including sexual harassment of women. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an ICC (Internal Complaints Committee). During the year under review, there were two complaints received in relation to sexual harassment and were closed. The policy for Prevention of Sexual

Harassment is available on the website of your Company as given below: https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Sexual-Harassment-Policy.pdf

19. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance along with the Certificate from the Statutory Auditors of your Company confirming compliances with the conditions of Corporate Governance as stipulated in the Listing Regulations forms part of this Annual Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on the Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming an integral part of this Annual Report.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Despite continued endeavour in identifying and communicating the beneficiaries of unclaimed dividend and shares, your Company continues to have some cases of unclaimed dividend on account of various reasons like change in residential address, change in telephone numbers etc. due to which your Company is unable to reach the concerned beneficiaries. Such unclaimed dividends and shares in respect of which dividend has remained unclaimed need to be transferred to IEPF as per statutory provisions.

a) Transfer of Unclaimed Dividend and interest on fixed deposit to IEPF

As required under Section 124 of the Companies Act, 2013 (the Act), unclaimed dividend amount aggregating to ` 5,13,400/- and interest on fixed deposit of ` 1,296/- lying with your Company for a period of seven years were transferred during FY23 to the Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 3,300 Equity Shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by your Company to the Investor Education and Protection Fund (IEPF) Authority during FY23. Details of shares transferred are available on the website of IEPF as well as on the website of your Company.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of your Company for FY23 forms part of this Annual Report as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013

Pursuant to section 134 and any other applicable sections of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the shareholders:

a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" are given in "Annexure A" which is appended to this Board's Report.

b. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2022-23, is available on the Company's website at https://www. galaxysurfactants.com/investor-relations/annual-general-meetings.aspx

c. Particulars of Loans, Guarantees or Investments by the Company

Particular of loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

d. Related Party Transactions

The Policy on Related Party Transactions as approved by the Board is available on the website at https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Policy-on-Related-Party-Transactions.pdf

The particulars of Related Party Transactions in prescribed Form AOC-2 are annexed as "Annexure D" and form an integral part of this Report. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

The disclosure as required by Schedule V, Clause A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

( ` Crores)

e. Vigil Mechanism / Whistle Blower Policy

As per Section 177 of the Act, your Company has established a vigil mechanism for the Directors and employees to report genuine concerns. Your Company has a vigil mechanism named "Whistle Blower Policy" to deal with any instances of fraud and mismanagement. The Whistle Blower Policy is available on the website of your Company at https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Whistle-Blower-Policy.pdf

f. Material Changes and Commitments

There are no material changes or commitments affecting the financial position of your Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

g. Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reserve for FY23.

h. Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

i. Reporting of frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

j. Maintenance of Cost Records

Your Company has made and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

24. CAUTIONARY STATEMENT

Statements in the Directors' Report describing your Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

25. APPRECIATION AND ACKNOWLEDGEMENT

Your Company is grateful to the Government of India, the Governments of Maharashtra and Gujarat, the Government of countries where subsidiaries are located and other Regulators for their continued co-operation, support and guidance. Your Company wishes to thank its investors, banking community, rating agencies and stock exchanges for their support. Your Company would like to take this opportunity to express sincere thanks to all its valued customers, distributors, dealers, agents and suppliers for their continued support and patronage. Your Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organisation's growth and success possible and continue to drive its progress. Finally, your Directors wish to express their gratitude to the members for their trust and support.

For and on behalf of the Board