Directors Report of Galaxy Surfactants Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Thirty Ninth (39^th) Annual Report together with the Audited Financial Statements
for the year ended March 31,2025.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
REVENUE & PROFITS
Total Revenue from Operations	3,001.27	2,745.24	4,223.67	3,794.38
Profit before Interest, Tax & Depreciation	308.54	341.97	510.04	497.68
Less: Interest & Finance Charges	16.59	12.32	19.25	22.40
Less: Depreciation	67.18	62.64	110.34	99.81
Profit for the year before Tax	224.77	267.01	380.45	375.47
Less: Provision for Taxation
- Current	51.16	60.39	75.57	73.07
- Deferred	(0.21)	6.28	(0.03)	0.93
Net Profit after Tax	173.82	200.34	304.91	301.47
RETAINED EARNINGS
Opening Balance of Retained Earnings	1,343.49	1,161.92	1,978.33	1,707.71
Add: Profit for the year	173.82	200.34	304.91	301.47
Add: Other comprehensive income	(2.79)	(4.59)	(2.79)	(4.59)
Less: Appropriations: Dividend
- Interim Dividend paid during the year	63.82	-	63.82	-
- Final Dividend paid during the year	78.00	14.18	78.00	14.18
Total Dividend on Equity Shares	141.82	14.18	141.82	14.18
Less: Transfer to Statutory Reserve	-	-	4.08	12.08
Balance as at end of the Year	1,372.70	1,343.49	2,134.55	1,978.33

Operating Subsidiary - TRI-K Industries Inc., USA

'' Crores USD 000’s

Particulars	2024-25	2023-24	2024-25	2023-24
REVENUE & PROFITS
Total Revenue from Operations	649.64	548.39	76,826	66,246
Profit before Interest, Tax & Depreciation	98.91	56.61	11,696	6,839
Less: Interest & Finance Charges	0.27	0.32	32	38
Less: Depreciation	8.22	7.13	972	862
Profit for the year before Tax	90.42	49.16	10,692	5,939
Less: Provision for Taxation
- Current	23.43	11.91	2,770	1,439
- Deferred	(0.75)	(2.33)	(88)	(281)
Net Profit after Tax	67.74	39.58	8,010	4,781
RETAINED EARNINGS
Opening Balance of Retained Earnings	370.68	331.10	50,615	45,834
Add: Profit for the year	67.74	39.58	8,010	4,781
Balance as at end of the Year	438.42	370.68	58,625	50,615

Operating Subsidiary - Galaxy Chemicals (Egypt) S. A. E

Particulars	'' Crore	s	USD 00	)0''s
	2024-25	2023-24	2024-25	2023-24
REVENUE & PROFITS
Total Revenue from Operations	1,112.89	978.56	1,31,611	1,18,212
Profit before Interest, Tax & Depreciation	127.77	117.43	15,110	14,187
Less: Interest & Finance Charges	2.76	10.26	327	1,240
Less: Depreciation	34.77	30.04	4,111	3,629
Profit for the year before Tax	90.24	77.13	10,672	9,318
Net Profit after Tax	90.24	77.13	10,672	9,318
RETAINED EARNINGS
Opening Balance of Retained Earnings	301.31	261.09	34,049	29,191
Add: Profit for the year	90.24	77.13	10,672	9,318
Less: Final Dividend paid during the year	25.37	24.83	3,000	3,000
Less: Transfer to Statutory Reserve	4.08	12.08	483	1,460
Balance as at end of the Year	362.10	301.31	41,238	34,049

2. DIVIDEND

The Board in its meeting held on March 15, 2025 had declared an interim dividend of '' 18/- per equity share i.e. 180%
of nominal value of '' 10/- each for FY25. The Board recommends a final dividend of '' 4/- per share for FY25. 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:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
EBITDA (% to Revenue from Operations)	10.3%	12.5%	12.1%	13.1%
PAT (% to Revenue from Operations)	5.8%	7.3%	7.2%	7.9%
ROCE (%)	15.2%	18.6%	16.5%	17.7%
RONW (%)	12.2%	15.2%	13.4%	14.8%
Debt Equity Ratio	0.10	0.09	0.06	0.06
Earnings per Share (?)	49.03	56.51	86.00	85.03
Cash Earnings per Share (?)	67.97	74.17	117.12	113.18
Book Value per Share (?)	404.67	396.43	666.36	614.66

Business Overview

FY25 has been a period of both challenges and
opportunities for Galaxy Surfactants Ltd. Amidst global
economic and geopolitical uncertainties, your Company
has demonstrated resilience and adaptability. Your
Company’s commitment to innovation, sustainability,
and customer satisfaction has been instrumental in
navigating through these complexities.

For FY25, the global economy experienced a slowdown,
with the International Monetary Fund (IMF) projected
global growth at 3.2% for CY 2024 far lower than the
historic average global growth rate of 3.7% from 2000

to 2019. Though inflation started easing from historic
high, advanced economies like the United States and the
Eurozone faced headwinds, while emerging economies
continued to drive global growth. India’s economy has
shown resilience amidst global uncertainties. According
to the IMF, India’s economic growth for CY 2024 was
initially projected to be 6.7%, but the actual growth was
revised downward to 6.5%.

Going forward, as per the latest World Economic Outlook
from IMF highlights a further slowdown in global growth,
with projections revised downward due to escalating
trade tensions and financial market adjustments.

The United States is expected to experience moderate
growth, supported by robust domestic demand and a
resilient labour market. According to IMF the U.S. growth
forecast for 2025 is down to 1.8%, citing intensifying
trade tensions and policy uncertainties. The Federal
Reserve’s cautious approach to monetary policy will be
crucial in balancing inflation control with growth support.

The Africa, Middle East, and Turkey (AMET) region
presents a mixed economic outlook, with varying growth
trajectories across countries. The region’s economic
resilience is underpinned by strong domestic demand
and strategic investments in key sectors. However,
challenges such as geopolitical tensions, policy
uncertainties, and structural constraints continue to pose
risks. According to the IMF - The Middle East and Central
Asia is projected to come out of several years of subdued
growth, with the rate accelerating from an estimated
2.4% in CY 2024 to 3.0% in CY 2025 and to 3.5 % in
CY 2026 as the effects of disruptions to oil production
and shipping dissipate and the impact of ongoing
conflicts in Middle East lessens. For Turkey, growth is
projected to bottom out in 2025 at 2.7 % and accelerate
to 3.2 % in 2026, owing to recent pivots in monetary
policy. Turkey’s economy, despite facing inflationary
pressures, shows signs of recovery supported by strong
export performance. In Africa, growth is driven by robust
agricultural performance and increased infrastructure
investments. The region’s outlook remains cautiously
optimistic, contingent on effective policy responses and
regional cooperation.

Back in India, economy continues to demonstrate
resilience amid global uncertainties, maintaining its
position as one of the fastest-growing major economies.
The Reserve Bank of India’s (RBI) recent monetary
policy adjustments, including repo rate cuts, aim to
support growth while keeping inflation in check. Strong
rural consumption, a thriving services sector, and robust
public capital expenditure are key drivers of domestic
growth. The RBI on same lines as IMF projects India’s
GDP growth at 6.2% for 2025, with a stable outlook
supported by sound economic fundamentals and
proactive policy measures.

Financial Outcomes

The Indian market experienced a subdued year, ending
with a 2% decline in volumes. The first half remained
largely stagnant, while the second half underperformed,
primarily due to a lacklustre festive season that failed to
boost demand. Compounding the situation, raw material
prices surged by over 40% between Q2 and Q3, leading
to increased cost pressures that were passed on to
consumers. This combination of weak seasonal demand
and inflationary input costs significantly impacted overall
market performance.

The AMET region recorded a modest 1% decline
in volumes. The first half of the year was marked by
persistent supply chain disruptions, which hindered
market performance. However, these challenges began
to ease in the second half, allowing for a gradual recovery
and improved stability toward the end of the year.

I n contrast, the Rest of the World (ROW) delivered a
standout performance with 17% volume growth, driven
by strong demand for specialty products across the
Americas, Europe, and the Asia-Pacific region. This
consistent growth throughout the year reflects the
success of our strategic focus on high-value offerings
and market diversification.

Despite regional headwinds, your Company achieved
an overall volume growth of 3.3% for FY25. The
robust performance in the ROW market helped offset
declines in India and AMET. Your Company’s continued
emphasis on specialty products and agile response to
supply chain and cost challenges were key to sustaining
positive momentum.

4. PEOPLE ENERGY

People and Culture are the core foundation of your
Company’s strength. Employees are the source
of Galaxy’s excellence, creating resources for a
developmental, sustainable, and successful future. The
People Energy Process has been dedicated to fostering
a learning work environment, cultivating a highly skilled
and engaged workforce, being the custodian of Values
and Ethos, and being the employer of choice.

The Talent Acquisition process plays a vital role in
acquiring top talent and ensuring the right fit for the
organisation. Your Company has implemented an
effective recruitment strategy, leveraging digital platforms
to attract a diverse pool of candidates. To achieve the
strategic goals of the organisation, your Company has
established the People Energy Business Partner model,
which involved close collaboration with the various
business verticals. The primary aim of this partnership
is to ensure alignment between the organisation and
process goals to facilitate the overall development of
the employees. As a result, each department now has
a designated business partner with whom they can
navigate swiftly for future action.

Your Company made strong progress on the digitalisation
front with initiatives that enhanced agility, efficiency, and
user experience. The launch of the Employee Helpdesk
Portal created a seamless and transparent channel for
query resolution, significantly reducing response time.
Similarly, the Travel Desk Module replaced manual
process with an automated system, streamlining
travel and accommodation requests and enhancing
operational efficiency.

A key milestone was the implementation of the Human
Resource Information Management System at Egypt
plant, aligning our international operations with our
global digitalisation roadmap and enabling standardised
HR processes across geographies.

In the ever-evolving business sphere, your Company has
kept our competitive and innovative edge by implementing
new techniques in learning and development. By
leveraging multimodal dimensionality, such as digital
learning platforms equipped with interactive training
modules, your Company has provided employees with
accessible and engaging learning opportunities that
help them to always access training modules. These
initiatives have empowered employees to acquire new
skills, stay relevant in a rapidly changing business
landscape, and contribute to their professional growth.

Furthermore, to ensure that workforce can perform at
a required level at a particular job role, your Company
has implemented the Competency Assurance System,
wherein the current competency level and the desired
competency level of the workforce for a specific role are
mapped. In addition to this, your Company has provided
the learning tools for bridging the learning gap between
the actual skill and the desired skill level. This year,
your Company has implemented a platform wherein the
current competency level, desired skillset, and learning
journey of employees can be mapped and analysed.

Your Company acknowledges the importance of
employee well-being and has taken proactive steps
to prioritise both physical and mental health. To
enhance overall employee wellness your Company has
implemented a comprehensive wellness programme.
This initiative includes regular health check-ups,
awareness campaigns, and access to fitness resources.
Additionally, your Company has integrated a tracking
system to analyse employees’ fitness patterns and find
areas for improvement. The introduction of wellness
progress monitoring has provided valuable insights into
employee health trends, allowing your Company to offer
further support where needed.

Your Company believes that diversity and inclusion
are essential for fostering innovation, creativity, and a
productive organisational culture. Your Company have
actively promoted diversity and inclusion initiatives
throughout the year and implemented policies and
procedures to ensure fair and unbiased recruitment
practices. This includes hiring individuals with disabilities,
implementing gender-neutral policies and procedures,
and creating an environment of inclusivity, learning,
and acceptance.

With this, your Company recognises its commitment
to fostering a positive work culture and reflect ongoing
efforts in creating a supportive and engaging environment
for your employees.

5. QUALITY

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

The quality of performance surfactants and specialty
care products manufactured by your Company is critical
to assure the safety, quality and efficacy of formulations
developed by its customers. Continuous improvement in
quality across all domains and implementation of Best
Practices at its sites enabled your Company to meet the
quality standards set by regulatory authorities (viz. BIS,
FDA, CDSCO) and the stringent quality benchmarks set
by customers for the product qualifications.

Your Company has effectively implemented the principles
of Good Manufacturing Practices (GMP) and Quality
Risk Management approaches; and all its manufacturing
sites are 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) and Galaxy Quality Excellence Award (GQEA).

Under the umbrella of Product Stewardship, your
Company has maintained a high focus on Product
Safety and Compliance. Your Company has further
strengthened on developing products which are Eco¬
friendly and with High Natural Origin content.

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), ISCC Plus; Product customisations including
specifications, caring about Vegan Beauty and offering
solutions to meet consumer trends have been the efforts
to deliver enhanced value to your Company’s customers.

Social compliance is yet another focussed area of your
Company and all the manufacturing sites are compliant
to the 4-pillar SMETA and EcoVadis Gold Certification.

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 is guided by a
clear mission of 2030.

Mission 2030 Encapsulates Goals on following pillars.

Our Mission 2030 is a focussed approach to climate
change, circular economy, and water stewardship,
Green Supply Chain which entails the following goals:

• Climate Change:

i. Achieving a 75% renewable electricity share
by 2030

ii. Planting 5,00,000 trees by 2030.

• Circular Economy:

i. Achieving 90% waste circularity by 2030.

• Water Stewardship:

i. 2 times Water Positive by March 2030

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

• Green Supply Chain: Oil Palm Traceability till Mill
Level 100%

Your Company has achieved following in FY25

• Avoided 10,376.95 tCO2e Emission by increase

in 27.76% of consumption of Hybrid (Solar, Wind)
electrical power (which constitutes to 20% at
Group level)

• Rainwater Harvesting of 12,682 m3 of water within
the boundary.

• Water Positive at Corporate level - More than

1.4 times

Your Company was awarded the following during FY25:

• Recycled water of 118079m3 used in operations

• Purchased 24,117 MT of RSPO MB Certified raw
materials (purchase of 25,555 MT of RSPO MB at
Group level)

• Avoided 45581 tCo2e emission due to use of
RSPO (MB) certified raw material at GSL level.
Avoided 48299 tCo2e emission due to use of
RSPO (MB) Certified raw material at Group level.

• Oil Palm Traceability More than
99.6% at MILL level at a Group level

• Waste circularity 96% (at Group level 77%)

Your Company continued to adhere to following

frameworks:

• Assured Sustainability Report alignment with
AA1000AS version 3 , Type 2 moderate assurance

• ISO 14064-2019

• CDP- Climate Change “B” Rating

• CDP- Water Security Disclosure “A-” Rating

• CDP- Forest Security Disclosure “B” Rating

• Adherence to RSPO(MB)-SCCS certification 2020

• Certified for VDF certification - Unilever Standard

• Eco Vadis “Gold Standard”

• ISCC Plus Certified

Awards Won	Awarded By/ Organised By
Best Supply Chain, Logistics and Distribution Company of the	3rd Edition, Bharat Logistics and Supply Chain Conclave and
Year	Awards 2024
Best in Class Logistics Safety Initiative	16th Edition, Express Logistics & Supply Chain Leadership award, Jan 2025.
Exemplary Position under Chemical/Fertiliser Category	Supply Chain and Logistics Excellence Award (SCALE) - Confederation of Indian Industry (CII)
Top 15 Supply Chain Champions	ISCM (Institute of Supply Chain Management).
Customer Intimacy & Service Excellence	2nd Edition, The Business Innovation Conference & Awards
Carbon Footprint Reduction Award	EQ Magazine
Best CSR Project	UBS Forum
Top 5 Great Places to Work in the Indian Chemical Industry	GPTW
49th CII - Kaizen Competition - Blends Production capacity improvement at M3-Active section	CII
Golden Award Innovation zone award	Cosmetic Ingredients International Expo (CIIE), Chennai 2024
Innovation Zone Best Ingredient Award - Silver by in¬ cosmetics Global	In-cosmetics Global
Bronze Innovation Award by DETEX	DETEX
HPCI Innovation Award	HPCI India (Expo Nova Exhibitions & Conferences (India) Pvt Ltd
Recognised for The Great Indian Sustainable IP Practices	Transformance
Awarded Galaxy for achieving three consecutive years of “ Zero Non-Conformance” in Audit by J&J	Kenvue (Former J&J)

Awards Won	Awarded By/ Organised By
Responsible care certificate from ICC with logo permission for 3 years valid up to February 2028	ICC
Best Supplier Award - 2023 -2024	Sirmaxo Chemicals Pvt Ltd
“GOLD Award” - All 13 Kaizen Team under Allied Quality	Annual Convention Chapter on Quality Concepts
Circle (AQC)	(ACCQC-2024) by (QCFI, Ankleshwar)
“Excellent Award” - 5 Kaizen Team under Allied Quality Circle	National Convention on Quality Concepts (NCQC) -2024 at
(AQC)	Gwalior by QCFI
“Par Excellence Award” - 1 Kaizen Team under Allied Quality	National Convention on Quality Concepts (NCQC) -2024 at
Circle (AQC)	Gwalior by QCFI
“GOLD Award” - Innovative Kaizen	50th National Level Kaizen Competition by CII at Chennai in Oct- 2024
Best Sustainability Award	CavinKare
In-cosmetics Global 2025 - Innovation Zone Best Ingredient award 2025	In-cosmetics Global

Your Company maintains continuous engagement with stakeholders to gather feedback and drive improvement. The
GALSUSTAIN programme was conducted in collaboration with suppliers to promote sustainable practices. Active
engagement with customers was carried out through participation in various exhibitions. Additionally, your Company
contributed to industry-wide sustainability efforts by participating in forums and initiatives led by RSPO, CDP, WWF, CRB,
CII, I-SPOC, and ICC—sharing best practices and insights to advance the journey towards 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'' 4.91 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully
disbursed '' 4.92 Crores.

The Report on CSR pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as
“Annexure B’’ to the Board’s Report.

1. Project - Gyan Sanjeevani (Education)

Gyan Sanjeevani initiative has profoundly influenced
education in Maharashtra and Gujarat. Your Company
has extended comprehensive support to both schools
and communities, benefitting 22,623 individuals,
including 12,119 students across 90 schools.

Infrastructure Development like:

• Renovation of old school buildings

• Construction of classrooms, IT labs, and science
labs equipped with necessary equipment
and furniture

• Installation of sports centers for village children

Non-Infrastructure Support like:

• Distribution of 37,000 notebooks & 6,000 school kits

Impact of the project

Your Company has cultivated a conducive learning
environment, significantly enhancing the educational
experience for thousands of students. By providing
essential infrastructure and resources, we have
empowered young minds to thrive and reach their
full potential.

2. Project - Aarogya Vardheeni (Health &
Hygiene)

Aarogya Vardheeni project has profoundly transformed
the health and well-being of rural and tribal communities
around your Company’s areas of operation. By ensuring
accessible and affordable healthcare, your Company
has positively impacted the lives of 15,797 individuals.

Key Initiatives:

• Established hygiene facilities in schools and
communities, promoting healthy habits through
informative awareness sessions

• Provided nutritional support to orphaned children,
essential medical aid to cancer patients, and safe
drinking water in schools

• Renovated toilet blocks in schools, with a focus on
girls’ facilities

• Organised eye camps, facilitated cataract
surgeries, and offered primary healthcare services
in neighbouring villages

• Distributed MCH kits to expectant mothers and
nutritional kits to HIV patients

Community Engagement:

Dedicated volunteers have been instrumental, donating
866 units of blood through 8 blood donation camps and
leading hand hygiene awareness sessions in schools.

Impact of the project:

Aarogya Vardheeni has significantly improved health
outcomes, enhanced hygiene practices, and elevated
the quality of life for numerous individuals in rural and
tribal regions. Your Company’s concentrated efforts
showcased the power of collective action in driving
positive change achieving:

• Reduction in disease rate within our targeted
villages by 50%

• A 30% savings in community medical expenses

• Reduction in school absenteeism by 50% thanks to
our hygiene facilities and nutritional programmes

Together, these efforts underline our commitment to
fostering healthier, empowered communities.

3. Samajeek Utthaan (Community
Development)

Samajeek Utthaan initiative has been a catalyst for
transformative change in rural areas and tribal belts
surrounding your Company’s operations resulting
in uplifting 17,885 lives through strategic support
and collaboration.

Key Initiatives

• Empowering institution: We have fortified
infrastructure and provided financial assistance
to institutions supporting specially abled students,
senior citizens, and old age homes

• Collaborating with farmers: By working
closely with farmers, we have enhanced their
productivity and increased their income through
targeted interventions

• Community Engagement: Our dedicated
employees have fostered community connections
and engagement through celebration and
impactful activities

Impact of the project:

• Agricultural Productivity: 30% increase in
farmers’ output

• Income Growth: 30% rise in farmers’ income

• Water Conservation: 50% water saving for farmers
through efficient harvesting practices

Transformative Outcomes:

Samajeek Utthaan has not only amplified livelihoods
but also showcased the potential for sustainable rural
development. Your Company’s concerted efforts have
empowered farmers, supported vulnerable populations,
and significantly contributed to the overall well-being of
rural communities.

Together, these initiatives highlight the transformative
power of collective action in fostering resilient and
prosperous communities.

4. Paryavaran Suraksha (Environment
Protection)

Your Company’s “Paryavaran Suraksha” project is
dedicated towards environmental protection, driving us
towards a greener, more sustainable future. Through a
combination of tree plantation and renewable energy
initiatives, your Company has a significant impact
near our operating regions. Your Company’s support
has empowered hospitals with state-of-the-art sewage
treatment plants, recycling nearly 90 million litres
of water annually—an extraordinary contribution to
water conservation.

During FY25 alone, your Company planted an
impressive 1,02,379 trees across Maharashtra, Gujarat
& Rajasthan, enriching the green cover and bolstering
biodiversity. Installation of Solar projects, with a capacity
of generating 175 KW of renewable energy, significantly
reduce our carbon footprint and provide almost 100%
electricity cost savings for communities and schools.

Touching the lives of 48,689 beneficiaries, Paryavaran
Suraksha actively contributes to climate change
mitigation by absorbing carbon dioxide and championing
the transition to renewable energy sources.

Impact of the Project

• Enhancing the green cover and biodiversity

• Mitigate climate change by absorbing carbon
dioxide through plantation

• Reducing carbon footprint through renewable
energy projects

• Reducing the Electricity cost of the community and
the schools by almost 100%

Through Paryavaran Suraksha, your Company has
reaffirmed commitment to environmental stewardship
and sustainability, ensuring a better future for generations
to come.

5. Stree Unnati (Women Empowerment)

Stree Unnati initiative has been a beacon of empowerment,
driving transformative change through education, skill
development, and awareness programmes. In the
past financial year, your Company’s impactful projects
benefited 1,120 women and girls, emphasising:

• Capacity building: Strengthening self-help
groups to foster community support and
economic independence

• Self-defense training: Equipping women with
crucial skills for personal safety and empowerment

• Awareness programmes: Educating on vital issues
to cultivate informed, empowered women

Impact of the project

Stree Unnati has ignited a powerful transformation,
enabling women to acquire essential knowledge, skills,
and confidence, resulting in:

• Economic Independence: Empowering women to
achieve financial self-reliance

• Self-Esteem & Decision-Making: Boosting
confidence in personal and communal arenas.

• Community Participation: Enhancing involvement
in community decision-making processes

By empowering 1,120 women and girls, Stree Unnati
has created a ripple effect, advancing towards a more
equitable and inclusive society. This initiative exemplifies
the power of collective action in driving positive change
and promoting women’s empowerment.

During FY25, your Company has touched a remarkable
1,06,124 lives though its various initiatives.

8. SUBSIDIARIES AND ASSOCIATES

As of March 31,2025, your Company has eight wholly-
owned subsidiaries within the definition of ‘Subsidiary
Company’ under the Companies Act, 2013.

During FY25, your Company has incorporated three
new wholly owned subsidiaries viz. Galaxy Specialties
Europe B. V., Galaxy Surfactants Mexico S.A. de C.V.
and Tri-k Mexico S.A. de C.V.

Your Company also has an Associate Company with
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.

After the end FY25, the Board in its meeting held on
April 2025 has approved formation of new subsidiary
in Europe.

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.

I n 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. Shashikant Shanbhag, Promoter and Non¬
Executive Director (DIN: 00265103) who was liable
to be re-appointed by rotation in the 38^th AGM did
not seek re-appointment and stepped down from
his office w.e.f. August 8, 2024.

Your Board wishes to thank Mr. Shanbhag for his
support, effort and inspiration in building Galaxy
as a great organisation. It was resolved that the
vacancy caused shall not be filled.

ii. Independent Directors

As on March 31, 2025, your Company has 4
Independent Directors on its Board.

Mr. M. G. Parameswaran and Mr. Subodh Nadkarni
completed their second term as an Independent
Directors on August 12, 2024.

Your Board wishes to thank Mr. Parameswaran
and Mr. Nadkarni for their guidance over their long
association with the Company.

As per the provisions of the Companies Act, 2013,
Mr. Kanwar Bir Singh Anand and Mr. Madhavan
Hariharan were appointed as Independent
Director for the first term of 5 years in 36^th AGM
and 37^th AGM respectively. Mrs. Nandita Gurjar
was appointed for the second term of 5 years in
34^th AGM.

Subsequent to retirement of Mr. M. G.
Parameswaran, Mr. Kanwar Bir Singh Anand,
Independent Director has been appointed as the
Chairman effective August 13, 2024.

Appointment of Ms. Sangeeta Kapiljit Singh as
an Independent Director for the first term of five
years w.e.f. February 10, 2025 has been confirmed
by the Members through postal ballot on March
25, 2025.

All the Independent Directors are not liable to retire
by rotation.

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.

iii. Reappointment of Directors Liable to
Retire by Rotation

Your Board has 4 Directors who are liable to retire
by rotation. Mr. Vaijanath Kulkarni (DIN: 07626842)
is liable to retire by rotation in ensuing AGM and
being eligible, your Board recommends him for re¬
appointment.

The proposal for reappointment of Mr. Vaijanath
Kulkarni 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 FY25 and opined that the
integrity, expertise and experience (including proficiency)
of the Independent Directors is satisfactory.

13. BOARD COMMITTEES

I n 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, 2025, the applicable
accounting standards have been followed and
there are no material departures from the same;

(ii) t hat 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,
2025 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 FY26.
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 FY25
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.

Your Company seeks approval of the members for
appointment of secretarial auditor for the period 5 years
from FY26. The resolution seeking approval is listed as
Item no.6 of AGM notice as a Special Business.

17. RISK MANAGEMENT & INTERNAL
FINANCIAL CONTROLS

Risk management is a critical aspect of any organisation
and it involves identifying, assessing and mitigating
potential risks that could impact the Company''s financial
performance, reputation or operations.

Your Company has a Risk Management Committee
constituted in accordance with the applicable
regulations. 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 periodically reviews the 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.

Robust systems are the cornerstone of effective risk
management. Your Company has always endeavoured
to bring in the best system and technology for its
business processes and its internal and external
interfaces. To this end, the review of business
processes, available applications, and the digitisation
of these processes with adequate controls is an ongoing
effort. 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. We have also implemented a
comprehensive HRMS tool to streamline HR processes,
improve data management and drive business strategy.
We are also working on technologies and applications
which will enable integration with our consumers,
customers and stakeholder operating ecosystems that
can lead to a superior experience by improving agility
and responsiveness across the business.

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, pre-requisite for sustained competitive growth
by leveraging digitisation, technology application
and analytics.

I nternal Financial Controls are policies, procedures
and processes that ensure the accuracy, completeness
and reliability of financial reporting and transactions.
With periodic review, testing and audit of processes
and controls, your company ensures that they are
working as expected. Independent audit is undertaken
in different areas as per the annual audit plan to identify
areas of improvement. Internal controls ensure the
efficient conduct of its business, including adherence to
Company policies, safeguarding of its assets, prevention
and detection of errors, accuracy and completeness of
accounting records, and timely preparation of reliable
financial information.

The Internal Audits are carried out by inhouse team as
well as external experts. The scope of Internal Audit is
reviewed and approved by the Audit Committee. The
Internal Auditors regularly monitor and evaluate the
efficacy and adequacy of internal control systems in the
Company. Significant audit observations and corrective
actions are presented to the Audit Committee for review.
The Audit Committee actively reviews the adequacy
and effectiveness of the internal control systems and
suggests improvements where necessary. The Board
of Directors acknowledges the importance of a sound
internal control system and remains committed to
continuously enhancing it to ensure effective risk
management and compliance.

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 investing in cybersecurity solutions and
implementation of best practices and also extend the
same to the subsidiaries, applications, and external
interfaces. Your Company has implemented security
solutions which have also provided for round-the-clock
surveillance arrangements to track any threats that
can help to protect 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, no complaint
was received in relation to sexual harassment. 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/POSH-Policy-2025.pdf

19. CORPORATE GOVERNANCE

Your Company is committed in 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 Secretarial 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 to
IEPF

As required under Section 124 of the Companies
Act, 2013 (the Act), unclaimed dividend amount
aggregating to '' 7,88,685 /-(Interim Dividend for
FY17''4,26,135/- & Special Dividend for FY17
'' 3,62,550/-) lying with your Company for a period
of seven years were transferred during FY25
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, 1,950
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 FY25.
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 FY25 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 FY25, 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:

Particulars	Name of Subsidiary/Firm	Maximum amount of loans / advances / investments outstanding during the year ended March 31, 2025	Amount outstanding at the end of the year i.e. March 31, 2025
Investments-Equity Shares	Galaxy Surfactants Americas Inc. (Galaxy Chemicals Inc.)	0.46	0.46
Investments-Equity Shares	Galaxy Holdings (Mauritius) Ltd.	2.37	2.37
Investments-Equity Shares	Galaxy Specialties Europe B.V.	0.93	0.93
Investments-Equity Shares	Galaxy Surfactants Mexico S.A. de C.V.	8.34	8.34
Investments-Equity Shares	Tri-k Mexico S.A. de C.V.	4.30	4.30
Investments- Preference Shares (at fair value)	Galaxy Holdings (Mauritius) Ltd.	193.13	101.39
Advances	Galaxy Chemicals (Egypt) S. A. E	0.66	0.07
Advances	Tri-k Industries, Inc.	0.89	0.89
Advances	Galaxy Surfactants Americas Inc. (Galaxy Chemicals Inc.)	0.14	0.14
Advances	Galaxy Surfactants Mexico S.A. de C.V.	0.07	0.07
Advances	Tri-k Mexico S.A. de C.V.	0.13	0.13
Advances	Galaxy Specialties Europe B.V.	0.03	0.03

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/
corporategovernance/policies/Whistleblower%20
Policy 2025.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 FY25.

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

During the year, your Company has received
a notice from GIDC to vacate one of its newly
acquired land parcels (WDV or. '' 73.74 Crs as
of March 2025). The Company has approached
courts challenging the termination and the Courts
have granted an interim stay.

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

K. Natarajan Vaijanath Kulkarni

Navi Mumbai Managing Director Executive Director & COO

May 16, 2025 DIN: 07626680 DIN: 07626842

---

Mar 31, 2023

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				(Rs. Crores)
	Particulars	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
REVENUE & PROFITS
Total Revenue from Operations		3,159.26	2,628.59	4,445.24	3,685.71
Profit before Interest, Tax & Depreciation		352.55	232.54	578.13	413.22
Less: Interest & Finance Charges		12.32	7.75	21.70	12.85
Less: Depreciation		52.62	43.75	83.48	71.06
Profit for the year before Tax		287.61	181.04	472.95	329.31
Less: Provision for Taxation
- Current		72.01	47.83	91.26	68.56
- Deferred		1.59	(0.66)	0.71	(2.03)
Net Profit after Tax		214.01	133.87	380.98	262.78
RETAINED EARNINGS
Opening Balance of Retained Earnings		1,075.66	954.79	1,454.48	1,204.70
Add: Profit for the year		214.01	133.87	380.98	262.78
Add: Other comprehensive income		(0.11)	1.18	(0.11)	1.18
Less: Appropriations: Dividend
-Interim Dividend paid during the year		63.82	0.00	63.82	0.00
-Final Dividend paid during the year		63.82	14.18	63.82	14.18
Total Dividend on Equity Shares		127.64	14.18	127.64	14.18
Balance as at end of the Year		1,161.92	1,075.66	1,707.71	1,454.48
Operating Subsidiary - TRI-K Industries Inc., USA
	Particulars	'' Crores		USD 000’s
		2022-23	2021-22	2022-23	2021-22
REVENUE & PROFITS
Total Revenue from Operations		666.40	519.09	82,917	69,668
Profit before Interest, Tax & Depreciation		94.99	97.62	11,820	13,101
Less: Interest & Finance Charges		0.62	0.53	77	71
Less: Depreciation		6.50	6.14	809	824
Profit for the year before Tax		87.87	90.95	10,934	12,206
Less: Provision for Taxation
- Current		19.25	20.73	2,395	2,782
- Deferred		(3.33)	(0.48)	(414)	(64)
Net Profit after Tax		71.95	70.70	8,953	9,488
RETAINED EARNINGS
Opening Balance of Retained Earnings		259.15	188.45	36,881	27,393
Add: Profit for the year		71.95	70.70	8,953	9,488
Balance as at end of the Year		331.10	259.15	45,834	36,881

Operating Subsidiary - Galaxy Chemicals (Egypt) S.A.E
Particulars	'' Crores		USD 000’s
	2022-23	2021-22	2022-23	2021-22
REVENUE & PROFITS
Total Revenue from Operations	1,240.62	1,049.08 |	1,54,363	1,40,797
Profit before Interest, Tax & Depreciation	118.46	91.18	14,740	12,238
Less: Interest & Finance Charges	10.49	5.15	1,306	691
Less: Depreciation	24.34	21.22	3,029	2,848
Profit for the year before Tax	83.63	64.81	10,405	8,699
Net Profit after Tax	83.63	64.81	10,405	8,699
RETAINED EARNINGS
Opening Balance of Retained Earnings	177.46	112.65	18,786	10,087
Add: Profit for the year	83.63	64.81	10,405	8,699
Balance as at end of the Year	261.09	177.46	29,191	18,786

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:
Particulars	Standalone		Consolidated
	2022-23	2021-22 |	2022-23	2021-22
EBITDA (% to Revenue from Operations)	11.2%	8.8%	13.0%	11.2%
PAT (% to Revenue from Operations)	6.8%	5.1%	8.6%	7.1%
ROACE (%)	21.0%	14.4%	23.9%	19.3%
RONW (%)	18.1%	12.4%	22.0%	18.3%
Debt: Equity Ratio	0.15	0.22	0.14	0.23
Earnings per Share (?)	60.36	37.76	107.46	74.12
Cash Earnings per Share (?)	75.20	50.10	131.00	94.16
Book Value per Share (?)	345.21	320.89	530.97	444.05

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

• Avoided 6,700 MT of CO₂ Emission by use of solar 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”.

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 NonExecutive 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.galaxvsurfactants.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) t hat 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) t hat 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) t hat 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) t hat 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.aalaxvsurfactants.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.

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.

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Mar 31, 2022

Your Directors take pleasure in presenting the Thirty Sixth (36^th) Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2022.

1. FINANCIAL RESULTS

('' Crores)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
REVENUE & PROFITS
Total Revenue from operations	2628.59	1830.50	3685.71	2784.06
Profit before Interest, Tax & Depreciation	232.54	297.49	413.22	459.69
Less: Interest & Finance Charges	7.75	8.37	12.85	13.42
Less: Depreciation	43.75	49.80	71.06	73.95
Profit for the year before Tax	181.04	239.32	329.31	372.32
Less: Provision for Taxation
- Current	47.83	62.23	68.56	71.08
- Deferred	(0.66)	(0.77)	(2.03)	(0.90)
Net Profit after Tax	133.87	177.86	262.78	302.14
RETAINED EARNINGS
Opening Balance of Retained Earnings	954.79	827.81	1204.70	953.44
Add: Profit for the year	133.87	177.86	262.78	302.14
Add: Other comprehensive income	1.18	(1.24)	1.18	(1.24)
Less: Appropriations: Dividend
- Interim Dividend	-	49.64	-	49.64
- Final Dividend	14.18	-	14.18	-
Total Dividend on Equity Shares	14.18	49.64	14.18	49.64
Balance as at end of the Year	1075.66	954.79	1454.48	1204.70
Operating Subsidiary - TRI-K Industries Inc., USA
Particulars	'' Crores		USD 000’s
	2021-22	2020-21	2021-22	2020-21
REVENUE & PROFITS
Total Revenue from operations	519.09	374.42	69668	50461
Profit before Interest, Tax & Depreciation	97.62	54.83	13101	7391
Less: Interest & Finance Charges	0.53	0.48	71	65
Less: Depreciation	6.14	6.09	824	821
Profit for the year before Tax	90.95	48.26	12206	6505
Less: Provision for Taxation
- Current	20.73	8.80	2782	1187
- Deferred	(0.48)	(0.78)	(64)	(106)
Net Profit after Tax	70.70	40.24	9488	5424
RETAINED EARNINGS
Opening Balance of Retained Earnings	188.45	148.21	27393	21969
Add: Profit for the year	70.70	40.24	9488	5424
Balance as at end of the Year	259.15	188.45	36881	27393

Operating Subsidiary - Galaxy Chemicals (Egypt) SAE
Particulars	'' Crores		USD 000’s
	2021-22	2020-21	2021-22	2020-21
REVENUE & PROFITS
Total Revenue from operations	1049.08	886.76	140797	119509
Profit before Interest, Tax & Depreciation	91.18	103.05	12238	13889
Less: Interest & Finance Charges	5.15	5.24	691	707
Less: Depreciation	21.22	18.15	2848	2447
Profit for the year before Tax	64.81	79.66	8699	10735
Net Profit after Tax	64.81	79.66	8699	10735
RETAINED EARNINGS
Opening Balance of Retained Earnings	112.65	32.99	10087	(648)
Add: Profit for the year	64.81	79.66	8699	10735
Balance as at end of the Year	177.46	112.65	18786	10087

2. DIVIDEND

The Board recommends a final dividend of '' 18/- per share for the financial year 2021-22. The dividend payout for the concluded year shall be '' 63.82 Cr.

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.galaxvsurfactants.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:

Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
EBITDA (% to Revenue from Operations)	8.8%	16.3%	11.2%	16.5%
PAT (% to Revenue from Operations)	5.1%	9.7%	7.1%	10.9%
ROACE(%)	14.4%	21.4%	19.3%	25.2%
RONW (%)	12.4%	18.7%	18.3%	25.5%
Debt:Equity Ratio	0.22	0.16	0.23	0.21
Earnings per Share (?)	37.76	50.17	74.12	85.22
Cash Earnings per Share (?)	50.10	64.21	94.16	106.08
Book Value per Share (?)	320.89	286.79	444.05	367.06

Business Scenario

The financial year 2021-22 required businesses to navigate highly uncertain times. The events were swift and intense in multiple dimensions requiring agile responses. This is particularly relevant for your Company’s business where cross border transactions form a substantial portion of the total operations both on the buy and sell-side.

Supply chain disruptions were of a very high order manifesting by way of higher freight rates, availability of containers, shipping berths, and extended delivery times. Apart from the marine voyage, even the local supply chain in many of the importing countries was severely impacted. Higher than normal freight rate combined with high-frequency fluctuations required constant engagements to navigate the volatile scenario both in

terms of reducing freight risks and ensuring a coordinated timely delivery to the customer.

One of the critical feedstocks evidenced a supply disruption on account of supplier’s plant shutdowns and unforeseen extensions for maintenance and debottlenecking activities. This caused a backlog in order book execution and heightened market risks in a volatile environment.

Non-availability of this feedstock necessitated temporary import of downstream intermediates curtailing the value chain participation thereby adversely impacting margins. Besides, your Company had to scale down ability to service the demand and restrict the servicing to strategic customers. Robust demand could not be serviced due to

uncontrollable execution constraints which is reflected in marginally lower sales volume than previous year.

The situation got compounded by regulatory changes governing the country of origin for imports - abridged as CAROTAR rules in India. This extended the clearance time and accentuated the timely availability of feedstock.

During the year, the COVID-19 virus struck Southeast Asian countries in Q2 of FY 22 which is a concentrated regional source of Oleochemicals and continued to cause havoc in the developed regions of the USA and Europe which is the main region for offtake of our specialty products. The pandemic induced disruption in Southeast Asia disrupted your Company’s supplies of major raw material, Fatty Alcohol, which in turn adversely impacted ability to service your Company’s customers in Q-2 FY 22. Global Disruptions due to COVID-19 which continued throughout the stated period, curtailed your Company’s ability to operate at a scale reflective of the demand pipeline.

Even minor feedstock items like caustic soda, sulphur etc. saw a multifold increase in prices testifying the nature of turbulence the markets were undergoing and that had to be navigated daily. The prolonged Russia Ukraine conflict is accentuating the prevailing uncertainties. The onset of inflationary scenario from Q-3 FY 22, while did not immediately impact demand, will need to be monitored as we move to FY 23.

Embedded in corporate culture to sustain and develop long term relations, your Company stood by all its commitments to the customers and discharged the same in a coordinated manner to the satisfaction of the customers despite multiple constraints on availability of feedstock, higher freight rates etc. Standing by the customers in difficult times helped mitigate negative fallouts of external uncertain environment and enhanced our quotient as a strategic partner with our customers.

The strength of the relationship with the various stakeholders nurtured over years hallmarked by trust and transparency in your Company’s engagements enabled it to respond to and navigate the circumstances with a certain degree of conviction that helped substantively sustain the performance of the previous year.

Pandemic and safety awareness, and major natural calamities associated with climate change have given momentum to safe and sustainable consumption. Your Company has done significant work in these areas and acquired technology and organizational competencies which places it in an advantageous position to benefit from these emerging consumer and community trends. Clean beauty, minimalism and multifunctional ingredients are further corroborating this major consumer shift that is underway. Your Company, equipped with patented

green technology with loop chemistry, new generation nontoxic preservatives, water positive certification and other related initiatives is better positioned to respond and benefit from this emerging consumption shift.

Sustainability lies at the core of your Company’s business. Your Company understands the value of water as a resource and takes pride in announcing the remarkable achievement of becoming a certified 1.4x Water Positive Company. As sustainability trends gain prominence, your Company is well equipped to align with the emerging trends through a robust innovation process. During the year, your Company launched 2 new products driven by sustainable trends.

• Galsoft® SLL

A versatile value-adding specialty additive, which improves the attributes of personal care products and their applications. This product is environmentally friendly and is 100% derived from natural ingredients and is COSMOS certified.

• Galaxy Hearth Mix® Pods

Galaxy Hearth™ Mix Pods is a ready mix concentrate for the preparation of Laundry Pods or Capsules. Powered by plant-based surfactants, the concoction prepared is carefully crafted to deliver adequate wetting, excellent cleansing, and detergency of soiled fabrics.

Your Company was bestowed with following esteemed awards this year:

1. Your Company’s Taloja plant was conferred with the CII Excellent Energy Efficient Unit award.

2. Your Company’s Taloja plant was conferred with the CII Green Company rating (GreenCo - Silver level).

3. 41^st CII National Kai-Zen Competition:

• Gold Award in Innovative Category for presenting a Case Study

• Gold Award (Automatic Grease feeder) & Silver Award (Kaizen Diverter Valve) in Restorative Category for presenting a Case Study

4. Achieved consistent progress in Carbon Disclosure Project (CDP) 2020 with:

• Score of Management Level ‘B’ in CDP - Climate Change compared to the global average of ‘C’

• Management Level ‘B-’, in CDP-Water compared to the global average of ‘B’

• Leadership level, ‘A’ in Supplier Engagement compared to the global average of ‘C’

5. Indian Chemical Council’s Acharya P. C. Ray Award for Development of Indigenous Technology, 2020 for indigenously developing ‘Galguard Lipo G’ - A patented, non-toxic, antimicrobial preservative technology for personal care products.

6. For the 3^rd time got the coveted Great Place to Work® certification on the strength of achievements made in the areas of Management Competency, Physical Safety at the Workplace, and Contribution to Society.

Recently, your Company’s Water Shed Management efforts across drought locations in India were recognized by the CII as an excellent effort towards ecosystem restoration.

Financial Outcomes:

Aforesaid prevalent conditions in the operating environment are reflected in the financial performance of your Company as under:

Your Company has shown marginal fall in volumes of 0.8% over the previous year. Benign supply chain conditions would have enabled a relatively healthy growth. The demand was robust; yet could not be converted into business on account of production loss constrained by the timely availability of feedstock.

Geographically, while the Indian market and ROW market grew by 9.4 % & 7.8% respectively, AMET registered a decline of 15.1% primarily due to supply chain constraints in servicing the demand. Import of intermediates to tide over the supply constraints in a domestic feedstock coupled with unforeseen steep rise even in minor feedstock items affected the margins.

The EBITDA per ton, though within the guided range of '' 16,000 - 18,000 MT, is lower than the previous year on account of multiple factors; predominantly elevated logistic costs, airlifting of cargo, elongated supply chains and timely non availability of feedstock affecting the ability to service the demand.

CAPEX for specialty ingredients at Jhagadia got commissioned during the year with a delay on account of the pandemic. During the year, the total CAPEX outlay was about '' 155 Crs on projects under execution. Further, capacity creation for certain products is proposed for which an additional investment of '' 200 Crs has been planned in the coming year.

During the year MEIS export promotion scheme was substituted by the RoDTEP scheme. The rates of rebate announced under the RoDTEP programmes are low and inadequate to neutralize the indirect tax burden on the export products as per estimates submitted to the Government. The exporters have voiced their concern and the Government has assured a review. Your Company hopes the anomaly shall be set right. At present, the benefit of PLI scheme is not available for your Company.

High commodity prices coupled with elongated supply chains have led to higher transit inventory, extended receivables for the transit period, reduction in effective trade credit and elevated monetary values. Curtailment of production due to supply chain has shifted the trade in favour of credit-based customers. To secure feedstock, spot procurements, realignment of suppliers etc. had to be done even on advance payment terms. With the restoration of the supply chain to normalcy, the additional cash that has got absorbed into the working capital cycle should get released.

During the year funds generated from operations for the reasons given above has got predominantly appropriated to fund the increase in net current assets leaving a marginal cash surplus from operations resulting in incremental borrowings.

The Debt-to-Equity ratio of your Company continues to remain low at 0.23 and the profitability ratios are near to threshold limits on elevated working capital requirements

4. PEOPLE ENERGY

Your Company’s employees are the major drivers for growth and success. A fundamental belief of the management philosophy is to invest in its employees and enable them to develop new skills and capabilities. Anchored to your Company’s guiding principles, culture and values continue to direct your Company’s choices to keep it resilient and future ready.

During the year, your Company’s people strategy continued to emphasize on building capabilities and enhancing employee skills while ensuring safety and health of the workforce.

Capability Building

When the workforce is trained with the organization’s core competencies in mind, the organization stays competitive in the market with the workforce positively influencing the bottom line. Aligning with 4C framework, with a view to continue building a Competent workforce, your Company has initiated focused competency development journeys post a comprehensive skills gap analysis. This journey has been executed through introduction of learning tools and learning management software. This multi-featured Digital Learning Platform has emerged as the propagator of remote and real-time learning in the organization.

Your Company maintained a continued focus on hiring from multiple diverse sources - to ensure an astute mix of fresh and experienced candidates. The individuals in the strategic leadership band were part of a learning intervention which helped them understand the behavioral demands of a job and assessment of candidates who match, with a view to ensure we have people on board who can deal with the ever-increasing challenges of business.

People Well-being during the pandemic

Your Company remains committed to employee safety and wellbeing. During this pandemic, your Company arranged for COVID-19 vaccination for all employees and their dependent family members.

In the corporate house, a hybrid working model was the norm during FY 22 where IT supported the businesses by ensuring secure and continuous access to the workplace from anywhere and anytime. Adequate training is being continually provided to employees on Cyber Security Awareness to educate them about the best practices and procedures for keeping networks and data secure.

People Practices

The journey of HR Digitalization has made significant advancement this year and the digital platform implemented has become a single source of employee data. The platform has become a go-to suite for employees for time & attendance, talent acquisition, performance management and development plans. Today, we are in a position to fetch real-time talent dashboards.

Your Company received the coveted “Great Place to Work® certification” also during this year. Aspects such as Competence of Management, Physical Safety at Workplace and Contribution to Society have received excellent scores which resulted in receipt of this recognition. This outstanding achievement amplifies the vital trust of Galaxites. It echoes the pride and belief our employees have placed in your Company’s Galaxy work culture.

It is also your Company’s constant endeavor to build a diverse workforce. As an equal opportunity employer, your Company practices a culture of meritocracy.

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 Jhagadia site 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 further strengthened on developing products with High Natural Origin content. Sustainable Product Development emphasizing on 12 principles of Green Chemistry has been your Company’s approach. Product attestations/ certifications like COSMOS/Ecocert, Kosher, Halal, RSPO (MB & SG); Product customizations, 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 for last 4 decades. Your Company’s sustainability journey started a decade back which encapsulates Environment, Social, Economic aspects.

Your Company has integrated sustainability at the core of its business and it is visible from the progress it has made in the last decade. Your Company released its 10^th Sustainability Report structured basis the GRI framework in the previous year.

Your Company has defined its sustainability journey on the following four pillars.

- Climate Change - Following pathway of

1.5 Deg. Celsius

- 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 organization 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 Green House Gas (GHG) reduction.

Your Company continued to adhere to CDP and worked towards improving its scores under the following categories:

• Climate Change- B, Management Level

• Water Security - B-, Management Level

• Forest- C, Awareness Level

• Supplier Engagement rating - A, Leadership Level

Your Company’s Sustainability Report has received recognition - ESG Report of the Year by Transformance. Your Company received Corporate Governance and Sustainability Vision Award 2022 by Indian Chamber of Commerce. Your Company is in the top 30 companies in BW Business World India’s most Sustainable Companies list. Your Company is a member of RSPO (Roundtable on Sustainable Palm Oil) and increased uptake of RSPO (MB) certified derivatives of oleochemicals Y-o-Y.

Your Company continuously engages with your supply chain partners like suppliers, customers, third parties to align efforts towards oil palm traceability and other sustainability initiatives. Your Company’s initiative

to collaborate with suppliers via GALSUSTAIN is an event to bring the entire supply chain stakeholders on single platform.

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.galaxvsurfactants.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 '' 4.64 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully disbursed '' 469 Crores.

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

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

Sr. No.	Focused CSR Projects	Description
1.	Arogya Vardheeni (Health & Hygiene)	a)	Continued its support to 100 Tribal Creches in 54 villages of Chhattisgarh by providing nutritional food to 1100 underprivileged and malnourished infants.
		b)	Constructed Toilet Blocks for Girls and Boys in 6 Schools in Maharashtra and Gujarat. Till date, your Company has constructed 334 Toilet Blocks (134 Toilet Blocks in Schools & 200 Community Toilets) along with 1931 Handwashing Station.
		c)	Continued Primary Health Center Project providing concessional diagnosis, treatment & referral for 11,458 poor people coming from 47 villages of Jhagadia block, Gujarat. d) Supported to distribute 684 Maternity and Child Health kit to Pregnant Women admitted to Bharuch Civil Hospital.
		e)	Continued to support 10 Thalassemia affected children located at Thane, Maharashtra towards their blood transfusion & medicine.
		f)	Supported Cataract operation of 50 poor people located at Panvel, Dist. Raigad, Maharashtra.
		g)	Conducted 8 Blood Donation Camps collecting 824 blood units. Till date, total 77 blood donation camps have been conducted collecting 5373 units of blood.
2.	Gyan Sanjeevani (Education)	a)	Started construction of a Vocational Training Center, Nanded, Maharashtra wherein every year around 5000 students are expected to get vocational training in different fields.
		b)	Provided financial support to 16 poor students from Mumbai, Maharashtra for completing their post-graduation & supported 30 adult orphan children from Pune, Maharashtra for their graduation tuition fees.
		c)	Continued its support in providing education to the children of waste pickers, after school hours.

Sr.	Focused CSR	Description
No.	Projects
		d)	Provided Engineering Equipment for Science Lab to an Engineering College situated at Kolhapur, Maharashtra.
3.	Samajeek Utthan	a)	Completed first phase of its second Integrated Village Development project in Draught
	(Community		prone area of Nanded, Maharashtra; on the ‘Ridge to Valley’ Watershed Concept.
	Development)	b)	Undertook and completed the De-silting of water bodies:
			i) 13 Structures in 11 Villages of Yeola block of Nashik District
			ii) 08 Structures in 08 villages of Biloli, Degloor & Mukhed Block of Nanded District Certified as 1.40 times ‘Water Positive’ by DNV-GL (assurance company). Till date, your Company has harvested 415 million liters of Rainwater.
		c)	Continued its support to Schools and NGOs working towards the differently abled children. Company renovated a school for differently abled children at Vasai, Palghar, Maharashtra.
		d)	Supported three old-age homes situated at Thane, Palghar - Maharashtra and Bharuch, Gujarat.
4.	Paryavaran Suraksha	a)	Planted 13,925 trees during the year and cumulatively have planted 61,548 trees till date.
	(Environment Protection)	b)	Spent '' 25 lakhs towards animal welfare in the state of Maharashtra and Gujarat.
5.	Stree Unnati	a)	Constructed ‘95 Household Bathrooms’ for protection of Dignity, Privacy and Safety of
	(Women		women of Randedi village, Jhagadia, Gujarat.
	Empowerment)	b)	Supported 3 Self Help Groups near Taloja plant and provided them following infrastructural support to start their enterprise:
			i) Papad Making Machine - 1
			ii) Masala Grinder Machine - 1
			iii) Sewing Machine - 58
			Till date for livelihood generation, your Company has donated 231 Sewing Machines.
		c)	Till date, 560 women have been trained, and 445 succeeded in getting jobs & 5 women have started their own enterprise.
6.	Aapda Rahat	During Covid-19 pandemic, continued its support to fight against Covid-19 by donating 10 ICU
	(Calamity Relief)	Beds to a Hospital, alongwith distribution of Sanitizer and Liquid Handwash to Government Agencies, NGOs, Community and Hospitals.

8. SUBSIDIARIES AND ASSOCIATES

As of March 31, 2022, your Company has five wholly owned subsidiaries within the definition of ‘Subsidiary Company’ under the Companies Act, 2013.

During the year under review, the Board of Directors have 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.galaxvsurfactants.com and shall also be available for inspection at the registered office of your Company with prior notice.

During the year, Sorion Solar Private Limited became an Associate Company of your Company by acquisition of more than 20% shares of that Company to comply with the requirement of Electricity Rules, 2005 of 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.

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 provided for impairment of investments of '' 0.31 Cr in the Financial Statements. The winding up would be commenced after necessary approvals are received 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 G”, 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. Uday K. Kamat (DIN: 00226886), Non-Executive Director, who did not seek further re-appointment in the 35^th Annual General Meeting held on September 8, 2021 retired by rotation at the above meeting and the vacancy created by such retirement was not filled-up. Mr. Uday K Kamat continues to be associated with Galaxy Group as a member of the Board of Tri-K Industries Inc.

Dr. Nirmal Koshti (DIN:07626499), Non-Executive Director, resigned from the Board of Directors of your Company w.e.f. October 7, 2021. Dr. Koshti, continues to remain associated with Galaxy Group in executive capacity at TRI-K Industries Inc (TRI-K) and as a member of the Board of TRI-K Industries Inc.

Your Board wishes to place on record the contributions made by Mr. Uday K Kamat and Dr. Nirmal Koshti during their association with your Company as the Non-Executive Directors in advising and guiding the management with their wisdom.

During the year under review, in the 35^th Annual General Meeting held on September 08, 2021 Mr. Vaijanath Kulkarni (DIN: 07626842) has been appointed as a Whole-time Director of your Company for the period of 3 years w.e.f. October 16, 2021. Prior to his appointment, Mr. Kulkarni was a Non-Executive Non-Independent director of your Company.

ii. Independent Directors

As on March 31, 2022, your Company has 4 Independent Directors on its Board.

As per the provisions of the Companies Act, 2013, all Independent Directors of your Company were appointed for a second term in 33^rd & 34^th AGM, not liable to retire by rotation. 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.

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 the 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 proposed the appointment of Mr. Kanwar Bir Singh Anand (DIN: 03518282) as an Independent Director for a period of 5 years with effect from August 5, 2022, subject to the approval of the members in the 36^th Annual General Meeting. The proposal to appoint Mr. Kanwar Bir Singh Anand is covered in Item no. 12 of the AGM Notice as a Special Business.

iii. Reappointment of Directors Liable to Retire by Rotation

Your Board has 5 Directors who are liable to retire by rotation. Mr. Shashikant Shanbhag (DIN: 00265103) and Mr. Vaijanath Kulkarni (DIN: 076268420) are liable to retire by rotation in ensuing AGM and being eligible, your Board recommends them for re-appointment.

These proposals are covered in Item No. 4 and 5 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 a policy which inter alia lays down a 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 D” 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 familiarization of Independent Directors of your Company are available on your Company’s website www.galaxysurfactants.com.

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) t hat in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2022 and of the Profit and Loss of the Company for that period;

(iii) t hat 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) t hat 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 appointed as Statutory Auditors of your Company at the Annual General Meeting held on August 17, 2017 for a term of 5 consecutive years i.e., from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting to be held in the year 2022. A proposal for re-appointment of the statutory auditors for the second term of 5 years has been covered under Item No. 6 of the AGM Notice.

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 2022-23. In term 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. 7 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 the financial year 2021-22 is appended as “Annexure F” 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, in line with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, has inducted Mr. Subodh Nadkarni, Independent Director on the Risk Management Committee. The Risk Management Committee has kicked off Enterprise Risk Management involving review of design and adequacy of organization structure, governance framework, policies and processes, identification and mitigation of risks and digitization possibilities. The Risk Management Committee meets to identify, discuss and mitigate risks in business & operational areas thereby addressing ongoing design and oversight adequacy needs.

Focus on Cybersecurity initiatives continued during the year, with enhanced scope and covering the operational subsidiaries. In addition to the hardware and software interventions to bolster the cybersecurity capabilities, behavioral aspects were also given equal importance by way of training and awareness sessions.

Enhancement of ERP & other systems during the year continued with developmental projects to further strengthen the system controls. New HRMS and Expense management software were implemented during the year. Review of delegation matrix for varied empowerment needs and segregation for role conflicts were also carried out.

Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal control systems are tested and reviewed at regular intervals and cover all offices, factories and key business areas. Any audit observations and follow up actions thereon are reported to the Audit Committee. Necessary policies and procedures have been adopted for ensuring the orderly and efficient conduct of business, including adherence to your Company’s policies, safeguarding of its assets, prevention and detection of frauds & errors.

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 was one complaint that was received in relation to sexual harassment and was 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 maintain 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

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 '' 4,72,200/- and interest on fixed deposit of '' 1,804/- lying with your Company for a period of seven years were transferred during the financial year 2021-22 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, 9,150 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 the financial year 2021-22. 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 the financial year 2021-22 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. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Act and Rule 12(1) of the Companies (Management

and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT-9 is appended as “Annexure B” to this Board’s Report and it is also available on the website at https://www.galaxvsurfactants.com

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 E” and forms an integral part of this Report. There are no materially significant related party transactions made by your Company with Promoters, Directors or Key Managerial Personnel, etc. which may have potential conflict with the interest of your 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)
Particulars	Name of Subsidiary/Firm	Maximum amount of loans / advances / investments outstanding during the year ended March 31, 2022	Amount outstanding at the end of the year i.e. March 31, 2022
Investments- Equity Shares	Galaxy Chemicals Inc.	0.46	0.15
Investments- Equity Shares	Galaxy Holdings (Mauritius) Ltd.	2.37	2.37
Investments- Preference Shares (at fair value)	Galaxy Holdings (Mauritius) Ltd.	223.11	205.64
Advances	Galaxy Chemicals (Egypt) SAE	0.17	0.17
Advances	TRI-K Industries, Inc.	0.15	0.15

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 instance of fraud and mismanagement, if any. 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 and 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 the financial year 2021-22.

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

The continued pandemic has resulted in an unprecedented stress on resources and infrastructure, and no words are adequate to appreciate the untiring efforts by frontline workers, health care professionals, Law enforcement agencies & Government who have been working round the clock in seeing through this pandemic. A special salute to all the employees for their spirited contribution that ensured continuity of the operations of your Company despite the turbulent and uncertain environment. These efforts still continue in navigating the challenges thrown by the aftershocks of COVID waves.

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 organization’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.

---

Mar 31, 2021

Your Directors have great pleasure in presenting the Thirty Fifth (35^th) Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2021.

1. FINANCIAL RESULTS

('' Crores)
Particulars	Standalone		Consolidated
	2020-21	2019-20	2020-21	2019-20
REVENUE & PROFITS
Total Revenue from operations	1830.50	1793.12	2784.06	2596.38
Profit before Interest, Tax & Depreciation	297.49	286.54	459.69	374.83
Less : Interest & Finance Charges	8.37	16.90	13.42	23.80
Less : Depreciation	49.80	39.94	73.95	62.19
Profit for the year before Tax	239.32	229.70	372.32	288.84
Less : Provision for Taxation
- Current	62.23	58.12	71.08	61.34
- Deferred	(0.77)	(10.60)	(0.90)	(2.91)
Net Profit after Tax	177.86	182.18	302.14	230.41
RETAINED EARNINGS
Opening Balance of Retained Earnings	827.81	720.48	953.44	797.88
Add: Profit for the year	177.86	182.18	302.14	230.41
Add: Other comprehensive income	(1.24)	(2.18)	(1.24)	(2.18)
Less: Appropriations: Dividend
- Interim Dividend	49.64	49.64	49.64	49.64
- Special Dividend/Final Dividend*	0.00	10.64	0.00	10.64
Total Dividend on Equity Shares	49.64	60.28	49.64	60.28
Provision for Corporate Dividend Tax on Dividend	-	12.39	-	12.39
Balance as at end of the Year	954.79	827.81	1204.70	953.44
* '' 10.64 Cr is Final Dividend for 2018-19 paid in 2019-20.
Operating Subsidiary - TRI-K Industries Inc., USA
Particulars	'' Crores		USD 000’s
	2020-21	2019-20	2020-21	2019-20
REVENUE & PROFITS
Total Revenue from operations	374.42	339.65	50461	47953
Profit before Interest, Tax & Depreciation	54.83	36.45	7391	5146
Less : Interest & Finance Charges	0.48	0.55	65	78
Less : Depreciation	6.09	3.91	821	552
Profit for the year before Tax	48.26	31.99	6505	4516
Less : Provision for Taxation
- Current	8.80	3.12	1187	441
- Deferred	(0.78)	4.33	(106)	610
Net Profit after Tax	40.24	24.54	5424	3465
RETAINED EARNINGS
Opening Balance of Retained Earnings	148.21	123.67	21969	18504
Add: Profit for the year	40.24	24.54	5424	3465
Balance as at end of the Year	188.45	148.21	27393	21969

Operating Subsidiary - Galaxy Chemicals (Egypt) SAE
Particulars	'' Crores		USD 000’s
	2020-21	2019-20	2020-21	2019-20
REVENUE & PROFITS
Total Revenue from operations	886.76	697.89	119509	98531
Profit before Interest, Tax & Depreciation	103.05	53.51	13889	7555
Less : Interest & Finance Charges	5.24	10.02	707	1416
Less : Depreciation	18.15	18.41	2447	2599
Profit for the year before Tax	79.66	25.08	10735	3540
Net Profit after Tax	79.66	25.08	10735	3540
RETAINED EARNINGS
Opening Balance of Retained Earnings	32.99	7.91	(648)	(4188)
Add: Profit for the year	79.66	25.08	10735	3540
Balance as at end of the Year	112.65	32.99	10087	(648)

2. DIVIDEND

The Board in its meeting held on February 8, 2021 had declared an interim dividend of '' 14/- per equity share i.e. 140% of nominal value of '' 10/- each for the financial year 2020-21. The Board recommends a final dividend of '' 4/- per share making the total dividend for the financial year 2020-21 '' 18/- per share. The total dividend payout for the just concluded year shall be '' 63.82 Cr.

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:

Particulars	Standalone		Consolidated
	2020-21	2019-20	2020-21	2019-20
EBITDA (% to Revenue from Operations)	16.3%	16.0%	16.5%	14.4%
PAT (% to Revenue from Operations)	9.7%	10.2%	10.9%	8.9%
ROACE(%)	21.4%	23.6%	25.2%	23.5%
RONW (%)	18.7%	21.8%	25.5%	23.7%
Debt : Equity Ratio	0.16	0.21	0.21	0.35
Earnings per Share (?)	50.17	51.38	85.22	64.99
Cash Earnings per Share (?)	64.21	62.65	106.08	82.53
Book Value per Share (?)	286.79	250.98	367.06	301.16

Business:

FY 2020-21 was an exceptional year due to the Covid Pandemic. It began with a stringent lock down in the domestic market and then gradual unlocking of business and operations. All the countries in the world were affected by the pandemic. As your Company is engaged in the supply of ingredients that go into the making of day to day consumption items, it was the beneficiary of the relaxed norms applicable to suppliers of essential goods and services. Yet, the operations were subject to severe restrictions hampering our ability to service the entire demand. Indian operations temporarily got affected by the lock down which is reflected in the first quarter financial results. In US and Egypt, as there were no Government mandated lockdowns, plants were operative

in an otherwise prevalent environment of uncertainty characterized by supply chain disruptions.

Diversified market, plants in multiple geographies, focus on the HPC sector and operational excellence, exhibited in agile responses to the frequent disruptions, enabled your Company to ensure that the plants are up and running to near normal levels enabling it post consolidated volume growth of 3% over previous year. Consumer demand being of day to day consumption items, your Company did not witness any demand destruction. Credit profile of the customers continued to remain stable and the cash to cash cycle was normal as in regular times.

Composition of demand veered towards hygiene ingredients driven by the cleansing needs greatly enhanced by the

pandemic. Your Company’s Performance Surfactants expansion capitalized during early 2019 proved to be timely. This enabled your Company to address the sudden surge in demand for Performance Surfactants.

The pandemic and the climate change issues have given momentum to safe and sustainable consumption conceptualized as “clean beauty”. Your Company’s efforts over the years in speciality ingredients covering the range of sulfate free ingredients, non-toxic preservatives, green chemistry and sustainable consumption is in line with the emerging consumer and community trends. Contextual dip in specialty ingredients volumes in the first half of the year was made good by growth in the third and fourth quarter marking the normalization of the composition for Specialty Products during the year.

Skilled migrant labour exodus to their native has delayed the execution of brown field projects in Jhagadia and Tarapur for specialty products. The commissioning of these plants will happen in phases over the course of the next financial year. Ongoing projects with the customers for launch of new products would face some delays due to pandemic disruptions and reduced social engagements.

Sustainable resolution of the pandemic can drive the demand to meet the pent up consumption in these specialty categories. During the pandemic our innovation team engaged with customers in providing solutions for their new needs in safe and hygiene related consumer benefits. Tri-K Industries Inc innovation team supported with its application development capabilities to cater to consumer needs emanating from the pandemic conditions enabling a good growth in revenue and profits.

Galaxy Egypt was agile with its supply chain to ensure maximum uptime enabling a good growth in volumes and profits. It also widened its portfolio offerings to meet specific needs driven by the pandemic.

Upgradation of SAP, migration to cloud and cybersecurity enhancements enabled most of the non-plant employees’ work from their homes. Steps taken by your Company to digitize its operations came in handy with the pandemic compulsions giving further momentum to such effort.

Strict preventive and hygiene protocols ensured that in respect of the employees required to visit plants and labs, the infection rate is minimized; reducing disruption of operations, thereby enabling service the demand.

Strong risk management practices, robust vendor relations, coupled with a good understanding of the feedstock market enabled your Company navigate the availability of feedstock and its price volatility.

Robust demand for hygiene products, capacities on ground, all-round operational excellence anchored in agile

responses to the emerging uncertainties / contingencies, strict adherence to the covid safety protocols enabled your Company address the demand driven by daily needs by ensuring normal uptimes in operations.

Financial

The financial matrix given above reflects on the all-round growth of your Company and improved profitability covering all significant parameters surmounting the highly uncertain conditions and frequent new challenges.

Due to the social movement restrictions, connected expenditures like travel, exhibitions and corporate events could not be held resulting in cost reductions. To some extent this was offset by additional expenditure driven by covid needs. Favourable balance of advantage ensured that the overheads remained about the previous year levels, enabling improved EBITDA and PBT performance for the year.

Further, relative to the previous year, the new capacity in Performance Surfactants commissioned in early 2019-20 could be put to best use during the year to meet the step up increase in demand for hygiene products releasing the operating leverage and improving the bottom line.

Regulatory changes in export incentives in the second half of the year for Indian operations was more than offset by the release of arrears of export incentives for Egypt operations (accrued and arrears upto June 2019). Galaxy Chemicals Egypt (GCE) accounts for its export incentives on receipt basis. Relative to the previous year, GCE received an incremental USD 2.3 million as export incentives. GCE profits, being corporate tax exempt, there was a consequential reduction in effective tax rate on consolidated profits. Both the subsidiaries have done well during the year making significant contributions to the bottom line as the respective countries in which they operate were not subject to any mandatory lockdowns and regulatory restrictions on operations.

Unfortunate safety incident at our Tarapur plant resulting in three fatalities led to a thorough review of the latent safety aspects of all our plants located in India and abroad. During the process, we have identified some of the operations for discontinuance on grounds of environment, sustainability and safety. Accordingly, your Company has decided to impair assets worth '' 7.22 Crs at one of its facilities in Tarapur which was nearing its useful life and has provided for impairment in respect of assets with possibility of no alternative deployment. Further investments are also being done in enhancing the inherent safety design of the operations with enhanced automation. Keeping with its value of people first, your Company has decided to provide economic support to the families of the deceased including support for education and medical expenses.

During the year, your Company has declared an interim dividend of '' 14/- per share and has further proposed a final dividend of '' 4/- per share. The total pay-out for the year is estimated to be '' 63.81 Cr.

Given the second and third wave of Covid infections surging world over, we expect there would not be much respite during the ensuing financial year. Uncertainties attached with supply chains, volatility and timely availability of feed stock will continue to be the challenges to be addressed and overcome frequently.

4. PEOPLE ENERGY

Operating in a pandemic has stretched the imaginations of the HR management practices in creating safe working conditions for the employees, keep their morale high and sustain productivity to keep the corporate enterprise chugging in its economic engagements. It has been a tussle between life and livelihood, one complementing the other.

In view of the restrictions imposed during lockdown, employees were encouraged to work from home to the extent feasible. Operating protocols and COVID safety measures were put in place to ensure that those employees who had to report to the work place could adequately observe social distancing in a frequently and adequately sanitized work environment. Awareness sessions on precautions to be taken were conducted and updated COVID guidelines were communicated on regular basis. Task force enabling 24*7 access to medical assistance in case of need was set up and with monitoring of employees and their family members infected till recovery.

Economic sustenance of the work force was ensured by payment of full emoluments, additional allowance for need based reporting to work place during lock downs, full reimbursement of all medical expenses incurred on pandemic related treatment including access to private hospitalization and in acknowledgement of steadfast contribution made by the employees to conduct business and operations in the uncertain COVID environment; increments with retrospective effect for the full year were extended. High level of engagement, dedication and performance shown by work force in responding to the enterprise needs was acknowledged by disbursing an ex-gratia sum.

The unfortunate safety incident at Tarapur has resulted in the loss of three of our fellow colleagues. Further, extraordinary conditions of the pandemic also resulted in untimely demise of two of our colleagues to the pandemic despite marshalling of all resources and taking all possible mitigation measures. Your Company has reached out to the families expressing deep grief and assuring adequate economic sustenance to meet the continual needs of the family. To address the emotional distress and anxieties caused by pandemic and accident, your Company has engaged with reputed institutes

to provide emotional support and wellbeing guidance to our employees.

Pandemic hastened the use of technology to enable conduct the business / operating proceedings in virtual manner. Using the technology platform, your Company could proceed with all its HR proceedings like appraisal, recruitments, welfare meetings, trainings, and award & recognition events in a virtual way. This has considerably increased the information technology quotient and application awareness with the employees. Your Company has taken care of all additional expenses incurred by the employees on account of pandemic.

Capability building efforts were virtually met through upskilling programmes, technical trainings, action learning projects and competency based need based leadership programmes. Compliance programmes ensured that the employees are updated and get a chance to revisit Code of Conduct Policies, Whistleblower, Human Rights and Prevention of Sexual Harassment programmes.

Our Diversity & Inclusion is focused on building women leadership in senior management as well as overall workforce. Also our commitment is to give employment to 40 persons with disabilities (PwD) by 2022. Interventions to include gender neutral hiring practices, women leadership assessment and development programmes and infrastructure building for PwD is in process. Additionally, various women centric initiatives such as self-defence programmes as well as PoSH programmes were conducted during the year.

5. QUALITY

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

Your Company focuses relentlessly on continuous improvement in quality across all domains and implements key Best Practices at all its sites which enables it to meet the stringent quality benchmarks set by multinational customers for the product qualifications.

Your Company has obtained its 1^st EFfCI Certification for cosmetic ingredients for its Jhagadia site. The site has fulfilled the criteria for the Good Manufacturing Practices (GMP) standard of the EFfCI (European Federation for Cosmetic Ingredients). The quality of cosmetic ingredients is critical to assure safety, quality and efficacy of cosmetic/personal care products or formulations. Your Company has already adopted the principles of GMP and Quality Risk Management Approaches at all its manufacturing sites which are already certified with Cosmetic GMP standard ISO 22716.

World class practices such as TPM are adopted at the manufacturing sites augmented by internal benchmarking

programmes such as Galaxy Manufacturing Excellence Award (GMEA) are conducted periodically.

Under the umbrella of Product Stewardship, your Company has further strengthened on Eco-integrations, Sustainable Product Development, Product Safety and Security. Product Certifications like Kosher, Halal, RSPO (MB & SG), COSMOS/Ecocert; product customization and solutions to meet consumer trends has been yet another aspect of value delivery to the customers.

6. SUSTAINABILITY / RESPONSIBLE CARE

Your Company conducts its business in a socially, environmentally sustainable, and economically viable manner through stakeholder inclusive process. Your Company has completed a decade long journey on sustainability initiatives that have helped in minimizing environmental impacts of its operations and actively contribute to social and economic development of the communities. Such initiatives are driven by a Sustainability Cell which is a three-tier structure with Steering Committee at apex comprising of members from the Board. Sustainability cell members meet thrice a year to access and review the sustainability and business responsibility performance. Also, your Company has established Sustainability Core Committee to act as an advisory group for long term projects which may have significant impact on business.

Your Company is committed to Science Based Targets initiative (SBTi) and setting a highly ambitious target to transition to low carbon economy. The key focus areas that have been identified are improving energy efficiency, increasing renewable energy consumption, reducing waste generation, minimizing water consumption, and mitigating climate change risks.

Your Company’s Taloja plant has been conferred with the CII Green Company rating (GreenCo - Silver level) and the plant becomes only the 2^nd Surfactant unit in the country to achieve this feat. GreenCo Rating revolves around 10 performance parameters viz., energy efficiency, water conservation, renewable energy, greenhouse gas emissions, waste management, material conservation, green supply chain, product stewardship & life cycle assessment, innovation, and green infrastructure & ecology.

Your Company has achieved consistent progress in Carbon Disclosure Project (CDP) 2020 with Score of Management Level ‘B’ in CDP-Climate Change compared to global average of ‘C’, Management Level ‘B-’ in CDP-Water compared to global average of ‘B’ and Leadership level, ‘A-’ in Supplier Engagement compared to global average of ‘C’. During the year, your Company won the GOLD medal 2020 awarded by Eco Vadis.

Your Company has secured certifications of responsible care, RSPO (Responsible Sustainable Oil Production) that promotes safe and sustainable practices in the chemical industries. Responsible Care is the chemical industry’s unique global initiative that drives continuous improvement in health, safety and environmental (HSE) performance, together with open and transparent communication with stakeholders. Your Company is signatory to Responsible Care Global Charter since March 2015. Your Company has been granted permission* to use Responsible Care Logo for a period of three years i.e. from February 2021 to January 2024 based on the virtual Responsible Care Recertification Audit conducted in December 2020.

Your Company continuously engages with their supply chain partners to improve operational efficiency and integrate sustainability considerations into value chain. Your Company conducts periodical site assessment for suppliers and checks the performance of non-financial indicators as well. Your Company has initiated interaction with suppliers for mutual value creation on sustainability front.

The performance of sustainability Goals and initiatives are shared on website and in the Sustainability Report of your Company.

*subject to Physical Verification Post Covid-19 normalcy, within 90 days.

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.galaxvsurfactants.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 '' 4.07 Crores that were required to be spent on CSR activities under Schedule VII, your Company has successfully disbursed '' 4.10 Crores.

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

During the year, CSR initiatives:		Company undertook the following
Sr. No.	Focused CSR Projects	Description
1.	Arogya Vardheeni (Health & Hygiene)	Your Company continues to support 100 Creches in 54 villages of Chhattisgarh by providing nutritional food to 1,100 underprivileged and malnourished poor tribal infants. Your Company has supported free diagnosis and treatment of 495 underprivileged tribal patients suffering from tuberculosis hailing from 72 villages in Bilaspur, Chhattisgarh. Your Company has started a Health Centre providing diagnosis, treatment & referral for 11,458 underprivileged people located in 8 villages of Jhagadia block including other nearby villages in Gujarat. Your Company continues to support 10 Thalassemia affected children towards their blood transfusion & medicine. Your Company provided safe drinking water facility to 22 schools covering 1,556 students in Maharashtra & Gujarat. Till date, your Company has constructed 328 Toilet Blocks (128 Toilet Blocks in Schools & 200 Community Toilets) along with 1,918 Handwashing Stations.
2.	Gyan Sanjeevani (Education)	Your Company has constructed 4 Classrooms and distributed 300 school kits for std. 9th students during the year. Till date, your Company has adopted 116 Schools and supporting around 70,000 students. Till date, Company has distributed 149,022 notebooks to 36,000 students and distributed 1,608 school kits to students, in Gujarat and Maharashtra.
3.	Samajeek Utthan (Community Development)	Your Company completed its first Integrated Village Development Project in draught prone area of Nanded, Maharashtra, on the ‘Ridge to Valley’ watershed concept. Total 96.4 million litres of rainwater was harvested. Your Company has initiated 3 years second Integrated ‘Village Development Project’ in draught prone region of Maharashtra. Besides a 2-year ‘River De-silting Project’ have been initiated in 15 villages of Nashik, Maharashtra.

Sr. No.	Focused CSR Projects	Description
		Your Company supported construction of a ‘Shelter Home’ for special children in Pen, District Raigad, Maharashtra. These children will be given vocational education and training for their livelihood as well.
4.	Vatavaran Suraksha (Environment Protection)	Your Company planted 2,425 trees during the year, and cumulatively 47,753 trees have been planted in last 7 years. Your Company extended support for de-silting of a village pond in Jhagadia, Gujarat, which resulted in additional water holding capacity of 4.14 million litres of water. Your Company supported 13 poor households for rooftop rainwater harvesting, in Taloja, Maharashtra which resulted in harvesting of 27 million litres of water. During last 5 years, your Company succeeded in harvesting > 400 million litres of water through its 13 rainwater harvesting projects in Maharashtra, Gujarat & Tamil Nadu. Your Company has spent '' 43 lakhs towards animal welfare during the year.
5.	Stree Unnati (Women Empowerment)	Your Company continued training through virtual mode young women from slums for providing the livelihood Skills Trainings viz. Beautician, Retail & Sales, Tailoring, Housekeeping, Para nursing, etc. During this year, 40 women were imparted online training through recognized institute in ‘Nursing and Bed-side Assistance’. Till date, 502 women have been trained, and 351 succeeded in getting jobs & 3 girls have started their own enterprise.
6.	Aapda Rahat (Calamity Relief)	During Covid-19 pandemic, your Company touched 1,37,935 people including ‘Covid Warriors’ through following initiatives: a) Distribution of Hand Sanitizers (1685 litres), Liquid Hand wash (16,564 litres), PPE Kits (1700), Masks (7300) and other articles to 72,970 Covid Warriors & 57,584 community people. b) Your Company also provided rations to Covid affected 1,762 families consisting of 7,381 contract labourers, migrant workers, poor slum & tribal communities.

8. SUBSIDIARY COMPANIES

As of March 31, 2021, your Company has five wholly owned subsidiaries within the definition of ‘Subsidiary Company’ under the Companies Act, 2013.

During the year under review, the Board of Directors have 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 Act, 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.

During the year, no company had become subsidiary of your Company or ceased to be a subsidiary of your Company.

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 G”, which forms part of this Report.

Mr. U. Shekhar, Promoter and Managing Director of the Company has decided to forgo the contractual emoluments payable for his services during the year 2020-21. The Nomination and Remuneration Committee (NRC) acceded to his request and let him render his services for a token amount in acknowledgment of continual contractual engagement. Mr. Shekhar would continue to draw his contractual emoluments from the 1^st of April 2021. Further, Mr. K. Natarajan, Executive Director and COO has also decided to forgo the commission payable for the year 2020-21.

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 PERSONNELi. Changes in the Composition in the Board of Directors and Key Managerial Personnel

Ms. Nandita Gurjar, who was appointed as an Independent Director of the Company till the 34^th Annual General Meeting, was re-appointed for the second term of 5 years by passing special resolution by the Members in the said meeting.

ii. Independent Directors

As on March 31, 2021, your Company has 4 Independent Directors on its Board.

As per the provisions of the Companies Act, 2013, all Independent Directors of your Company were appointed for a second term of five consecutive years, not liable to retire by rotation except Mr. S. Ravindranath who would be completing 75 years on April 20, 2022 and completing his second term on the same date. The Independent Directors have given the 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.

iii. Reappointment of Directors Liable to Retire by Rotation

Your Board has 7 Directors who are liable to retire by rotation. The following two Directors are liable to retire in the ensuing AGM:

Name	Designation	DIN
Mr. Uday K	Non-Executive	00226886
Kamat	Director
Mr. G.	Promoter and Non-	00264760
Ramakrishnan	Executive Director

Mr. G. Ramakrishnan, being eligible offered himself for re-appointment and your Board recommends his re-appointment. Mr. Uday K. Kamat has conveyed his decision for not to be reappointed and accordingly he will retire in the ensuing AGM. Your Board has decided not to fill the vacancy created by the completion of the term of Mr. Uday K. Kamat.

Your Board wishes to thank Mr. Uday K. Kamat for his contributions to the Company in his long association with the Company.

These proposals are covered in Item Nos. 4 and 5 of the AGM notice as Ordinary Business.

iv. Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a policy which inter alia lays down a 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 D” 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 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 familiarization of Independent Directors of your Company are available on your Company’s website www.galaxvsurfactants.com.

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 the 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, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 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 1 17366W/W-100018) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on August 17,2017 for a term of 5 consecutive years i.e. from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting to be held in the year 2022.

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 the Company for the Financial Year 2021-22. In term 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. 6 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, the Company has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year 2020-21 is appended as “Annexure F” 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 formulated and implemented a framework on Risk Management and major risks identified are systematically addressed through mitigating actions on a continuous basis. This framework is intended to assist in decision making process that will minimize potential losses, improve the management in the face of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives. The Board of Directors of your Company are of the opinion that, at present, there are no material elements of risk which will impinge on your Company’s ability to conduct its business.

The Board has also formulated a Risk Management Committee which regularly meets to identify, discuss and mitigate risks in operational areas thereby bringing design and oversight in various areas of operations.

Review and enhancement of cybersecurity measures in view of the WFH was accelerated during the year. Various IT tools were deployed to ensure data security. Your Company continues in its journey of enhancement of its ERP by identifying and undertaking development projects which will help further strengthen the internal controls. During the year, despite of restrictions on account of the pandemic, your Company was able to successfully complete and operationalise certain key IT initiatives undertaken towards process automation and enhancement of process controls.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal control systems are regularly tested and reviewed at regular intervals and cover all offices, factories and key business areas. Any audit observations and follow up actions thereon are reported to the Audit Committee. Necessary policies and procedures have been adopted for ensuring the orderly and efficient conduct of business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds & errors.

18. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

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 was one complaint that was received in relation to sexual harassment and was closed. The policy for Prevention of Sexual Harassment is available on the website of your Company as given below.

https://www.aalaxvsurfactants.com/pdf/corporate-aovernance/

policies/Sexual-Harassment-Policv.pdf

19. CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in 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 the 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

a) Transfer of Unclaimed Dividend to IEPF

As required under Section 124 of the Companies Act, 2013 (the Act), the unclaimed dividend amount aggregating to '' 1,33,450 lying with your Company for a period of seven years were transferred during the financial year 2020-21 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, 11,200 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 Authority (IEPF) during the financial year 2020-21. Details of shares transferred are available on the website of IEPF as well as your Company.

22. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2020-21 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. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the details forming part of the extract of the Annual Return in form MGT-9 is appended as “Annexure B” to this Board’s Report and it is also available on the website at https://www.galaxysurfactants.com

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.galaxvsurfactants.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 E” and forms 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

('' Crores)
Particulars	Name of Subsidiary/ Firm	Maximum amount of loans / advances / investments outstanding during the year ended March 31, 2021	Amount outstanding at the end of the year i.e. March 31, 2021
Investments- Equity Shares	Galaxy Chemicals Inc.	0.46	0.46
Investments- Equity Shares	Galaxy Holdings (Mauritius) Ltd.	2.37	2.37
Investments- Preference shares (at fair value)	Galaxy Holdings (Mauritius) Ltd.	217.80	213.88
Advances	Galaxy Chemicals (Egypt) SAE	0.82	0.09
Advances	TRI-K Industries, Inc.	0.11	0.10

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 instance of fraud and mismanagement, if any. The Whistle Blower Policy is available on the website of your Company at https://www.galaxvsurfactants.com/pdf/corporate-governance/policies/Whistle-Blower-Policv.pdf

f. Material Changes and Commitments

There are no material changes and 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 the Financial Year 2020-21.

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

The pandemic has resulted in an unprecedented stress on resources and infrastructure, and no words are adequate to appreciate the untiring efforts by frontline workers, health care professionals, Law enforcement agencies & Government who have been working round the clock in seeing through this pandemic. A special salute to all the employees for their spirited contribution that ensured continuity of the operations of your Company despite the turbulent and uncertain environment. These efforts still continue in navigating the challenges thrown by the second wave of COVID.

Your Company is grateful to the Government of India, the Governments of Maharashtra and Gujarat, the Government of countries where our 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, 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 organization’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.

---

Mar 31, 2018

TO THE MEMBERS

The Directors have great pleasure in presenting the Thirty Second Annual Report together with the Audited Statements of Accounts for the year ended 31^st March 2018.

1. FINANCIAL RESULTS:

Operating Subsidiary - TRI-K Industries Inc., USA

Figures in Rs. Crores

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
REVENUE & PROFITS
Total Revenue from operations	1712.76	1589.34	2462.51	2248.04
Profit before Interest, Tax & Depreciation	212.47	224.60	297.85	281.80
Less : Interest & Finance Charges	20.59	20.78	30.55	27.22
Less : Depreciation	27.51	25.05	48.53	47.16
Profit for the year before Tax	164.37	178.77	218.77	207.42
Less : Provision for Taxation
- Current	47.52	48.14	57.06	55.55
- Deferred	4.44	9.92	3.68	4.25
Net Profit/(Loss) after Tax	112.41	120.71	158.03	147.62
Other Comprehensive Income	(0.71)	(1.55)	(1.36)	(5.98)
Total Comprehensive Income	111.70	119.16	156.67	141.64
RETAINED EARNINGS
Opening Balance of Retained Earnings:	504.85	402.78	514.10	385.12
Add: Profit for the year	112.41	120.71	158.03	147.62
Add: Other comprehensive income Less: Appropriations: Dividend	(0.67)	(1.57)	(0.67)	(1.57)
- Interim Dividend	0	10.64	0	10.64
- Special Dividend/Final Dividend	10.64	3.54	10.64	3.54
Total Dividend on Equity Shares	10.64	14.18	10.64	14.18
Provision for Corporate Dividend Tax on Dividend	2.17	2.89	2.17	2.89
Balance as at end of the Year	603.78	504.85	658.65	514.10

Note: Your Company is among the 2^nd phase of companies to which Ind AS accounting standards are applicable from financial year 2017-18. Accordingly, the previous year figures have been restated as per Ind AS for comparison.

Particulars	Rs.in Crores		USD in Thousand
	2017-18	2016-17	2017-18	2016-17
REVENUE & PROFITS
Total Revenue from operations	294.63	263.16	45749	39266
Profit before Interest, Tax & Depreciation	35.24	26.16	5472	3903
Less : Interest & Finance Charges	0.07	0.52	10	77
Less : Depreciation	4.45	5.57	691	831
Profit for the year before Tax	30.72	20.07	4771	2995
Less : Provision for Taxation
- Current	9.45	7.31	1468	1091
- Deferred	0.20	(1.16)	32	(173)
Net Profit after Tax	21.07	13.92	3271	2077
Other Comprehensive Income	0.60	(1.69)	0	0
Total Comprehensive Income	21.67	12.23	3271	2077
RETAINED EARNINGS
Opening Balance of Retained Earnings	72.62	58.70	10938	8861
Add: Profit for the year	21.07	13.92	3271	2077
Balance as at end of the Year	93.69	72.62	14209	10938

Operating Subsidiary - Galaxy Chemicals (Egypt) SAE

Particulars	Rs. in Crores		USD in Thousand
	2017-18	2016-17	2017-18	2016-17
REVENUE & PROFITS
Total Revenue from operations	679.07	600.28	105445	89569
Profit/(Loss) before Interest, Tax & Depreciation	56.01	55.70	8696	8311
Less : Interest & Finance Charges	13.93	11.32	2162	1689
Less : Depreciation	16.63	16.61	2582	2477
Profit /(Loss) for the year before Tax	25.45	27.77	3952	4145
Net Profit after Tax	25.45	27.77	3952	4145
Other Comprehensive Income	0.91	(2.98)	-	-
Total Comprehensive Income	26.36	24.79	3952	4145
RETAINED EARNINGS
Opening Balance of Retained Earnings	(37.19)	(64.96)	(10956)	(15101)
Add: Profit for the year	25.45	27.77	3952	4145
Balance as at end of the Year	(1174)	(37.19)	(7004)	(10956)

2. LISTING OF SHARES THROUGH INITIAL PUBLIC OFFER:

Your Company made an Initial Public Offer by way of an offer for sale for 63,31,674 equity shares @ Rs.1,480/- per share aggregating to Rs.937.08 Crores. A total of 307 shareholders who participated in the growth of your Company offered their shares in the Initial Public Offer (IPO). The IPO got overwhelming response from all the categories of investors and was subscribed around 20 times. The shares of the Company got listed on 8^th February 2018 on BSE Limited and the National Stock Exchange of India Limited. On the listing day your Company was among the top 500 companies by market capitalization.

We welcome all the new shareholders to become a part of the growth story of the Company in the future.

3. DIVIDEND:

The Board in its meeting held on 29^th May 2018 has recommended a dividend of Rs.7/- per equity share i.e. 70% of nominal value of Rs.10 each for the financial year ended 31^st March 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend for the financial year, will result in an outlay of Rs.29.92 Crores (including Dividend Distribution Tax of Rs.5.10 Crores).

4. BUSINESS & FINANCIAL PERFORMANCE:

The performance of your Company for the year on a standalone and consolidated basis is reflected in the following ratios:

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
EBITDA (% to Revenue from Operations)	12.4%	14.1%	12.1%	12.5%
PAT (% to Revenue from Operations)	6.6%	7.6%	6.4%	6.6%
ROACE(%)	21.1%	25.2%	23.9%	25.2%
Debt : Equity Ratio	0.33	0.44	0.48	0.68
Earnings per Share (Rs.)	31.71	34.05	44.57	41.64
Cash Earnings per Share (Rs.)	39.46	41.11	58.26	54.94
Book Value per Share (Rs.)	187.81	159.92	202.73	162.15

I. BUSINESS PERFORMANCE:

The year witnessed some significant changes in the domestic and global business environment having a bearing on the performance of your company:

- Domestic economy experienced overhauling of the indirect tax structure when it moved from the old regime of excise, service tax, VAT and Octroi to the new GST regime. This change had a bearing on the way the entities conducted their businesses and observed the indirect tax compliance regime. The transitory provisions came late and lack of clarity did cause slowing down of volumes during the calendar months closer to the migration to the new regime. The domestic economy witnessed back to back significant disruptive events of Demonetization followed with GST implementation. The impact of this change in the Indirect Tax Regulations has been minimal and positive. In terms of business and operations your Board assesses the long term impact to be favorable going forward.

- Fatty alcohol which is a main raw material for our performance surfactants witnessed a volatile year with two way movements of a significant order. Strong risk management practices followed by your Company enabled it to navigate the same without any significant impact on profits.

- Egypt saw a substantial devaluation of the local currency EGP against the USD in November 2016. This had an inflationary impact on the local economy resulting in a contraction of the local demand. Under such challenging circumstances Galaxy Chemicals (Egypt) SAE posted excellent growth in volumes.

- Navigating such challenging environment, your Company successfully posted volume growth higher than the Industry growth rates. It posted a total volume growth of 11.2%; with Performance Surfactants growing at 13.2% and Specialty Care Ingredients growing at 7.6% respectively.

- During the year the Company has registered three additional products under the REACH Regulations applicable for the Europe market at a cost of Rs.1.52 Crs. Such registration gives your Company continued access to the European market and reflects positively on the product quality standards. As of now 21 Products are REACH registered. Effective May 31^st exports are not possible without Pre-Registration. Your Company is REACH registered and ready to seek continual growth in the European markets.

- Currently your Company is in the process of executing brown field expansion in capacities /debottlenecking at the locations in Jhagadia, Egypt and USA in product lines where the utilisation thresholds have been reached. This should support the growth going ahead.

- USFDA carried out inspection at 2 plants of your company located in Tarapur. The inspection resulted in certain audit observations which have been replied to USFDA. All the observations were procedural in nature and none of them were pertaining to data integrity. Your Board is pleased to inform that it has received the EIR from the USFDA closing the Inspection Report of both the plants. The swift closure of the USFDA observations is a reflection on the inherent capabilities nurtured by your Company.

- Your Company’s international presence and revenue is substantial. In recognition of its contribution to Indian exports your Company was conferred with the “Trishul Award” by CHEMEXCIL at the hands of the Honorable Minister for Commerce GOI Mr. Suresh Prabhu for its outstanding export performance during FY 2016-17.

II. FINANCIAL PERFORMANCE:

- USD / INR parity showed an appreciation with the average parity for the current year being lower than the previous year. Relative to the previous year the EBITDA and PBT for the current year would be affected by the differential in exchange rates on the exports and the accounting translation of the international operating subsidiaries which maintain their books in USD.

- Local Municipal Corporation had introduced local body tax (LBT) from 1^st January 2017, which became applicable for our plant at Taloja. LBT is without credit mechanism and has resulted in a charge on the profits. Relative to the previous year the incremental charge on account of LBT for the reporting year is Rs.3.2 Crs. LBT got subsumed after the implementation of GST.

- Your Company as required by the regulations has moved its accounting and financial reporting from the earlier prevalent Indian GAAP standards to the new Ind AS regulations. Accordingly, the financial statements accompanying this report are in Ind AS and the previous year figures have also been restated to the new Ind AS regulations to enable comparative study.

- Reporting in Ind AS requires the fair valuation of the preference share investments made in the subsidiary to be done in the Standalone Financial Statements which gets eliminated in the consolidated Financial Statements. Further the elements of actuarial valuation move between the Profit and Loss account and the Other Comprehensive Income. The Financial Statements needs to be understood accordingly.

- Net Current Assets have shown an increase driven by increase in revenue, composition of sales moving in favour of major MNC customers and amounts locked on account of GST refunds.

- Read in light of the above your Company’s underlying financial performance continues to be robust.

- Consolidated volumes grew by 11.2%, with EBITDA margin of 12.1% and PAT margin of 6.4%. The net cash flow from operations grew to Rs.144 Crs. The debt equity ratio of your Company has fallen to 0.48 (PY 0.68) which leaves enough head room for funding future growth. The ROE is healthy at 24.4%.

5. PEOPLE ENERGY:

This year, the key focus of your Company was on expansion of cross-functional capabilities, building domain expertise of its people and also developing leadership at each level.

An employee engagement survey was conducted for the year which reflected in high employee engagement as before. Your Company not only focused on increasing the knowledge and skill set of its people based out of varied geographies, but also stressed on the importance of employee health and wellness, spreading awareness to enhance their productivity and overall well-being.

6. QUALITY:

Your Company is committed to deliver high quality products and services to its customers. Internal benchmarking programs such as Galaxy Manufacturing Excellence Award (GMEA) are conducted annually. Your Company has also complied with all requirements of Responsible Care and has been awarded with responsible care logo till Dec 2020 by Indian Chemical Council.

This year your Company participated in Quality Circle Competition organized by National Convention for Quality Concept (NCQC) and Chapter Convention on Quality Circle (Ankleshwar & Mumbai Chapter) for the first time and won two Gold and two silver awards in CCQC and five Par Excellence awards & three excellence awards in NCQC.

During the year company undertook the following CSR initiatives:

Sr. no.	Name of CSR Initiative	Description
1.	Samajeek Utthan	Adopted a tribal village - Navlyacha Pada, Mokhada, District Palghar, Maharashtra with a view to transform it into an “Ideal Village”.
2.	Stree Unnati	To empower young women staying in slum areas by providing them skill based trainings like beautician and para nursing courses.
3.	Vatavaran Suraksha	Planted more than 34,000 trees during the year
4.	Arogya Vardheeni	Construction of toilets in Schools, Community Centers, Hostels, etc; support for Mobile Eye Clinic; ICU equipment in a Cancer Hospital; mobilized 460 units in 7 blood donation camps; an Eye camp in Talodara village, Jhagadia covering 750 villagers.
5.	Rog Mukti Aur Tandurusti -Swachch Haath ke Saath	Hand Hygiene Initiative case study, presented in the international competition, jointly organized by ITM Business School & Corporate Gurukul on “Innovative and Best Practices in Branding” was declared the winner.

7. SUSTAINABILITY / RESPONSIBLE CARE:

Your Company is committed to conduct its business in a socially and environmentally responsible way for the benefit of all its stakeholders. Your Company has established Sustainability Goals 2020 for India with aspirational targets in aspects of Water, Energy, Greenhouse Gases, Packaging Waste, Tree Plantation, Renewable Energy and Life Cycle Assessment. The performance of these goals is shared in the website and also the Sustainability Report of your Company.

Re-certification for use of Responsible Care Logo signifies major improvements undertaken in areas of safety, health, environment and sustainability. Life Cycle Assessment studies have been completed for selected major products to estimate environmental impacts over the product life cycle.

Your Company is working towards incorporating sustainability across its supply chain by assessing its suppliers on their environment and social performance. Our manufacturing sites in India and Egypt are RSPO certified, which reflects our commitment to a sustainable palm oil supply chain.

8. 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 http:// www.galaxysurfactants.com/KnowUsBetter/CSRPolicy.

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 Rs.313.85 Lakhs that were required to be spent on CSR activities under Schedule VII, your Company has disbursed Rs.255.59 Lakhs and reasons for unspent amount are mentioned in “Annexure C” to this report. The statutory auditors have audited the spent amount and it is within the approved mandated purposes of CSR.

A detailed report on amount spent on different activities, results achieved on the initiatives undertaken by your company is attached with “Annexure C”.

9. FIXED DEPOSITS:

Your Company has stopped accepting and renewing maturing deposits with effect from 1^st February 2014. All the deposits that were accepted had matured by 31^st March 2017 and were repaid except those remaining unclaimed. As on 31^st March 2018, your Company had unclaimed deposits of Rs.55,000.

10. SUBSIDIARY COMPANIES:

As of 31^st March 2018, your Company has five wholly owned subsidiaries within the definition of ‘Subsidiary Company’ under the Companies Act, 2013.

During the year under review, the Board of Directors have 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 Act 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 Act, the Financial Statements of subsidiaries Company are uploaded on the website of the Company i.e. www. galaxysurfactants.com and shall also be available for inspection on all working days during business hours at registered office of your Company.

During the year, no company had become subsidiary of the Company or ceased to be a subsidiary of the Company.

11. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

In terms of the provisions of Section 197(12) of the Act 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 a part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also 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 Act, 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 the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Changes in the Composition in the Board of Directors and Key Managerial Personnel:

During the year under review, Mr. Ravi Venkateswar (DIN 00242672), Executive Director ceased to be director w.e.f. 9^th June 2017.

The Board in their meeting held on 4^th March 2017 appointed Mr. K. Ganesh Kamath, (DIN 07767220) as Executive Director (Finance) and CFO w.e.f. 1^st April 2017. The members in the 31^st Annual General Meeting have confirmed such appointment of Mr. K. Ganesh Kamath as Director liable to retire by rotation.

Your Board, based on the recommendation of Nomination and Remuneration Committee, has coopted Mr. Uday K. Kamat (DIN 00226886) as an Additional Director of the Company (Non-Executive) w.e.f. 1^st April 2018, who shall hold the office till the conclusion of the ensuing Annual General Meeting of the Company.

Your Board has recommended the appointment of Mr. Uday K. Kamat as Non-Executive Non-Independent Director on the Board of your Company, liable to retire by rotation. His appointment is covered in item no. 6 of the AGM notice as Special Business.

ii. Independent Directors:

As on 31^st March 2018, your Company had 4 Independent Directors on its Board.

As per the provisions of the Companies Act, 2013, all Independent Directors of your Company were appointed for a term of five consecutive years, not liable to retire by rotation. The Independent Directors have given the Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

iii. Reappointment of Directors Liable to Retire by Rotation:

Your Board has 6 Directors who are liable to retire by rotation. The following two Directors would retire in the ensuing AGM and being eligible, have offered themselves for reappointment.

Name	Designation	DIN
Mr. Sudhir Patil	Non-Executive;	00264933
	Non-Independent
Mr. G.	Non-Executive;	00264760
Ramakrishnan	Non-Independent

Your Board recommends reappointment of Mr. Sudhir D. Patil & Mr. G. Ramakrishnan. These appointments are covered in Item Nos. 3 and 4 of the AGM notice as Ordinary Business.

iv. Key Managerial Personnel:

During the year under review, Mr. K. Ganesh Kamath was appointed as Chief Financial Officer in place of Mr. Ravi Venkateswar w.e.f. 1^st April 2017. Mr. Ravi Venkateswar ceased to be a Director with effect from 9^th June 2017.

Further, Mr. Niranjan Ketkar was appointed as a Company Secretary of the Company in place of Mr. Vinayak Shitole w.e.f. 31^st October 2017. Mr. Vinayak Shitole ceased to be in employment of the Company from 05^th December 2017.

13. NOMINATION AND REMUNERATION POLICY:

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a policy which inter alia lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and criteria for selection and appointment of Board members. The details of this Policy are annexed as “Annexure D” and forms an integral part of this Report.

14. EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. Your Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the Listing Regulations.

The details of programs for familiarization of Independent Directors of your Company is available on your Company’s website www.galaxysurfactants.com.

15. 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

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.

16. 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.

17. 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) t hat in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit and loss of the Company for that period;

(iii) t hat 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;

(iv) that the directors had prepared the annual accounts on a going concern basis;

(v) t hat 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; 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.

18. AUDITORS:

Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 17^th August 2017 for a term of 5 consecutive years i.e. from the conclusion 31st Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in the year 2022.

The Report given by the Auditors on the Financial Statements of the Company is part of the 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 the Company for the Financial Year 2018-19. In term 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 shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 5 of the AGM Notice as Ordinary Resolution.

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, the Company has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year 2017-18 is appended as “Annexure E” to this Board’s Report.

Your Company is in the process of transferring equity shares to Investor Education and Protection Fund whose dividend have remained unpaid for the continuous period of 7 years from the interim dividend of Financial Year 2010-11.

19. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has formulated and implemented a policy on risk management to manage the risks involved in all the activities of the Company, to maximize the opportunities and minimize adversity. This policy is intended to assist in decision making processes that will minimize potential losses, improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds & errors.

20. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

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 no complaints received in relation to sexual harassment. The policy for Prevention of Sexual Harassment is available on the website of the Company given below. http://www.galaxysurfactants.com/pdf/investorrelationpdfs/Sexual-Harassment-Policy.pdf

21. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). A Report on Corporate Governance along with the Certificate from the Statutory Auditors of the Company confirming compliance with the Conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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 Companies Act, 2013 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) Extract of Annual Return:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT-9 is appended as “Annexure B” to this Board’s Report.

(C) Particulars of Loans, Guarantees or Investments by the Company:

Particular of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, 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 has been hosted on the website at http://www.galaxysurfactants.com/ pdf/investorrelationpdfs/Policy-on-Related-Party-Transactions.pdf.

All Related Party Transactions entered during the year were in ordinary course of business and at arms length basis. No material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

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

Figures in Rs. Crores

Particulars	Name of Subsidiary	Maximum amount of loans / advances / investments outstanding during the year ended 31st March 2018	Amount outstanding at the end of the year i.e. 31st March 2018
Investments- Equity Share	Galaxy Chemicals Inc.	0.46	0.46
Investments- Equity Shares	Galaxy Holdings (Mauritius) Ltd.	2.37	2.37
Investments- Preference Shares	Galaxy Holdings (Mauritius) Ltd.	220.22	220.22
Advances	Galaxy Chemicals (Egypt) SAE	2.83	0.29
Advances	TRI-K Industries, Inc.	0.20	0.19
Loans	Galaxy Employee Welfare Trust	1.17	NIL

(E) Vigil Mechanism / Whistle Blower Policy:

As per Section 177 of the Companies Act, 2013, 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 instance of fraud and mismanagement, if any. The Whistle Blower Policy is available on the website of the Company at http://www.galaxysurfactants.com/ pdf/investorrelationpdfs/Whistle%20Blower%20 Policy.pdf .

(F) Material Changes and Commitments:

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

(G) Transfer to Reserves:

Your Company proposes not to transfer any amount to the General Reserve for the Financial Year 2017-18.

(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 on going concern status of the Company and its future operations.

24. CAUTIONARY STATEMENT:

Statements in the Directors’ Report describing the 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 the 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 Government of Maharashtra and Gujarat 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, 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 organization’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

U. Shekhar K. Natarajan

Navi Mumbai Managing Director Executive Director & COO

29^th May 2018 DIN 00265017 DIN 07626680

---

Mar 31, 2014

DEAR MEMBERS

The Directors have a great pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2014

FINANCIAL RESULTS

Galaxy Surfactants Ltd. Figures in Rs. Crore

Standalone Consolidated Particulars 2013-14 2012-13 2013-14 2012-13

Total Revenue 1435.70 1423.34 1701.08 1582.37

Profit before Interest, Tax & Depreciation 198.24 132.22 219.23 121.16

Less : Interest & Finance Charges 35.67 48.35 41.50 52.46

Less : Depreciation 33.33 32.81 55.26 49.98

Profit for the year before Tax 129.24 51.06 122.47 18.72

Less : Provision for Taxation

Current (Net of MAT Credit) 46.44 13.74 48.04 15.38

Deferred (0.63) 3.04 (0.82) 3.05

Net Profit/(Loss) after Tax 83.43 34.28 75.25 0.29

Add: Opening Balance in Profit & Loss Account 206.93 180.23 163.13 170.42

Amount available for appropriations 290.36 214.51 238.38 170.71

Less : Appropriations

Transfer to General Reserve 8.35 3.43 8.35 3.43

Proposed Dividend on Equity Shares 14.18 3.55 14.18 3.55

Provision for Corporate Dividend Tax on Dividend 2.41 0.60 2.41 0.60

Surplus carried to Balance Sheet 265.42 206.93 213.44 163.13

Operating Subsidiary - TRI-K Industries Inc., USA

Rs. in Crore USD in Thousand Particulars 2013-14 2012-13 2013-14 2012-13

Total Revenue 155.58 130.08 25717 23889

Profit before Interest, Tax & Depreciation 7.71 5.68 1274 1043

Less : Interest & Finance Charges 0.17 0.14 28 26

Less : Depreciation 2.65 1.44 438 265

Profit for the year before Tax 4.89 4.10 808 752

Less : Provision for Taxation

Current 1.58 1.62 260 297

Deferred (0.19) 0.01 (32) 2

Net Profit after Tax 3.50 2.47 580 453

Add: Opening Balance in Profit & Loss Account 9.92 7.45 1981 1528

Amount available for appropriations 13.42 9.92 2561 1981

Surplus carried to Balance Sheet 13.42 9.92 2561 1981

Operating Subsidiary - Galaxy Chemicals (Egypt) SAE

Rs. in Crore USD in Thousand Particulars 2013-14 2012-13 2013-14 2012-13

Total Revenue 324.63 210.64 53661 38684

Profit/(Loss) before Interest, Tax & Depreciation 16.08 (14.22) 2658 (2611)

Less : Interest & Finance Charges 9.18 6.65 1517 1222

Less : Depreciation 19.36 15.80 3200 2902

Profit/(Loss) for the year before Tax (12.46) (36.67) (2059) (6735)

Net Profit/(Loss) after Tax (12.46) (36.67) (2059) (6735)

Add: Opening Balance in Profit & Loss Account (48.13) (11.46) (9013) (2278)

Profit/(Loss) carried to Balance Sheet (60.59) (48.13) (11072) (9013)

DIVIDEND

Considering the improved performance, your Directors recommend a Dividend of Rs. 4.00 per Equity Share (40%) for the year under review as against Re.1.0 per Equity Share (10 %) paid in the previous year. The total outflow of dividend payment (including corporate dividend tax) would be Rs. 16.59 crores (Previous Year: Rs. 4.15 Crores).

BUSINESS & FINANCIAL PERFORMANCE

The performance of your Company for the year on a standalone and consolidated basis is reflected by the following ratios:

Standalone Consolidated Particulars 2013-14 2012-13 2013-14 2012-13

*Net Sales Growth (%) 0.99 6.62 7.70 13.62

PBD1T (% to Net Sales) 14.47 9.72 13.46 8.01

PBIT (% to Net Sales) 12.03 7.30 10.07 4.71

PBT (% of Net Sales) 9.43 3.76 7.52 1.24

PAT (% to Net Sales) 6.09 2.53 4.62 0.02

ROCE (%) 26.62 16.63 22.06 10.05

Debt : Equity Ratio 0.77 1.32 1.37 2.03

Earnings per Share (Rs.) 23.53 9.67 21.22 0.08

Cash Earnings per Share (Rs.) 32.75 19.78 36.81 14.18

Book Value per Share (Rs.) 92.96 74.10 86.00 66.90

*Net Sales is net of Taxes, Freight and Insurance

ECONOMIC OUTLOOK & BUSINESS PERFORMANCE

The significantly improved profits for the year is a remarkable achievement despite a stagnant international economic and business outlook due to continued political uncertainties in Middle East and Eastern Europe, slow recovery in developed markets, protectionist tendencies and volatile markets. The domestic economy of India was not buoyant due to tepid growth of the economy, declining and faltering investment cycle and an uncertain political environment. The increasing localization of competition added its impact on redefining the competitive advantage in conditions of emerging new capacities and sluggish demand, affecting the realizations.

Due to Export thrust of your Company, the sharp depreciation of Indian Rupee against foreign currencies significantly helped your Company by giving a fillip to the international business and made a difference to the bottom line.

The success of your Company''s innovation efforts, which qualify for patenting helped your Company to ride the trend of premiumization of consumer preferences and broaden the product offerings. Partnering customers in innovation in their market to exploit this opportunity of premiumization trend helped your Company''s vitality index, as did the acquisition of new customers.

Some of the salient aspects of business and financial performance for the year are as under:

a. Consolidated sales value growth is 7.7 % with an underlying volume growth of 8.1%, as the average commodity price levels for the year were lower than for the previous year.

b. Reduced interest rate on foreign currency loans, tighter working capital management, reduced capital outlays and significant repayments resulted in reduced interest outgo. Significant depreciation of currency improved the realizations. Cost efficiencies enabled us to absorb some of the inflation impact on costs. All this enabled significant improvement in the standalone EBITDA, PBT and PAT growth as quantified in table given above.

c. Tri-K Industries Inc., USA, the step down subsidiary dealing in proteins and actives had its share of new product launches during the year. To leverage the organizational presence in a large premium market offering better realizations, its Board has proceeded to form the Performance Products Division (PPD). During the year it has proceeded to acquire the performance chemicals business and assets of Surfactants International, USA. Your Company is optimistic that PPD would enable us to improve our presence in the US market for performance products which require a robust supply chain in place with local presence. During the year, the sales of Tri-K Industries Inc. witnessed a growth of 7.7 % with a bottom line improvement of PAT to USD 0.58 mio.

d. Performance of the Galaxy Chemicals (Egypt) SAE saw a marked improvement with the stabilization and integration of operations, improvement in capacity utilization, improvement in logistics efficiencies, localization of procurement, reduction in lead time and cost efficiency initiatives. Feed stock risk management practices were laterally deployed. In the second year of operations, though there is a book loss, the subsidiary made cash profit of USD 1.14 mio. Going forward, we are optimistic that this investment will add to the consolidated profits.

e. The net result of operating subsidiaries is a PBT loss of USD 1.25 mio because of which the Consolidated PBT is lower than the Standalone at Rs. 122.47 Crs.

f. The consolidated financial performance of your Company has seen all round improvement during the year with significant improvement in funds generated from operations, lower capex outlays and consequential reduction in borrowings restoring the key financial performance indicators as shared above.

PEOPLE ENERGY:

Your Company endeavors to develop the potential of every individual as it believes in the principle ‘Business is People''.

Your Company focuses on providing opportunities for individual development and growth in a work culture that encourages cross-functional generation of ideas and ensures necessary empowerment for execution.

In its journey to improve the People Energy practices in line with the best in the industry to meet the future growth needs, your Company has continued with campus recruitments, management trainee programmes for development of young talent, performance evaluation based on cascaded goal sheets and online appraisal through Success-Factors, knowledge portals, encouragement for e-learning, awards and recognition for best performers, focused leadership potential assessment and training programmes.

Your Company strives to keep the employees updated with latest developments in their respective domain encouraging them to use multiple training platforms available and broaden their horizon by challenging them to take up assignments outside their domain.

Transparency, accessibility, empowerment, collaborative participation and such other core organizational values communicated and practiced consistently has enabled your Company seamlessly integrate the multicultural work force and secure their continued engagement as one large team.

QUALITY

Continuous audits by the stakeholders and accredited external agencies are an inherent need to sustain and grow the business.

Conscious need for continuous quality improvement in all domains is impressed upon relentlessly on the constituents and stakeholders as it enhances maturity of the processes and methods by greater detailing, documentation and integration.

Best equipment and training tools are used to achieve this end.

SAFETY HEALTH & ENVIRONMENT (SHE)

Your Company is committed to provide a safer workplace to all its work force and safety to the nearby communities where it operates. Your Company prioritizes Safety, Health and Environment in all its operations and continuously strives to achieve zero incidents. All the SHE challenges due to your Company''s operations are mapped and addressed through a series of systematic interventions, defined policies and cardinal rules.

Improvement in SHE performance continued as a key focus area in your Company''s operations and progress this year. Continuous efforts were made to reinforce the existing systems and procedures on environment monitoring, compliances, health index and on process and behavior safety practices. In addition to this, your Company made a committed attempt to establish the ISO standard of Safety and Environmental management. Benchmarking with some of the best companies on safety performance was initiated last year and in the coming year your Company is inclined to adopt and learn some more world class practices on Safety, Health and Environment management.

SUSTAINABILITY

Your Company has made significant advancements on its sustainability endeavors in year 2013-14. Progress was attained towards your Company''s Sustainability Goal 2015. With number of initiatives and ideas executed in this year, reduction was achieved in water consumption, energy consumption, waste generation, and greenhouse gas (GHG) emissions. Your Company is accounting its GHG emissions under Scope 1 and Scope 2 as per the Greenhouse Gas Protocol that is a widely used standard across globe and currently, emission sources in direct control of your Company and emissions due to purchased electricity are covered.

Your Company released its 2nd Sustainability Report this year and shared it with select set of internal and external stakeholders. The report encompasses your Company''s triple bottom line performance on economic, environment and social dimensions. It also highlights responsible business approach and practices. Your Company''s sustainability performance and its action plan towards climate change were part of Company''s response to Carbon Disclosure Project - Supply Chain Module 2013 and your Company achieved progress in its disclosure score from 26 in year 2012-13 to 66 in year 2013-14. Your Company''s effort towards water saving were appreciated and featured in CDP India Water Report released on 18th March 2014 in Delhi.

Your Company gained status of being RSPO (Roundtable on Sustainable Palm Oil) Certified Company and is amongst few organizations in India which are early movers for attaining this certification. Also, after becoming a signatory to Responsible Care in India through Indian Chemical Council last year, your Company has adopted the codes of this programme and is progressing on accomplishing the Responsible Care logo in the year 2014-15.

With sustainability coming into mainstream and becoming a focused agenda for your Company, it plans to put forward a more rigorous approach and commitment towards meeting its business objectives on sustainability in coming years.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company regards the community as stakeholders and has been continuously endeavoring to participate with physical effort and financial contributions in community initiatives in the domain of Educare, Healthcare and Sociocare.

Sustained and consistent efforts has enabled your Company to put in place an organizational machinery with active employee participation, which should enable your Company address the obligations under the new Companies Act, 2013 (Act) in respect of CSR activities. As required therein, a CSR Committee has been formed and financial provision has been made for the mandatory spend required under the Act in the Company''s Annual Budget for the year 2014-15.

Your Company''s CSR initiatives and programmes have been a part of our business presentations to the stakeholders and have been well received. In the 3rd Blue Dart World CSR Day, our Head CSR, Mr. Adarsh Nayyar received recognition as one among the 50 most Talented CSR Professionals of India reflecting on the quality of the efforts gone in.

FIXED DEPOSITS

Your Company''s fixed deposits are Rs. 32.45 Crores with 891 fixed deposit holders at the end of the year under review as against Rs. 33.32 Crores last year. There are no overdue deposits as at 31st March 2014.

Considering the enhanced administration and compliance requirements under the new Companies Act, 2013 (Act) and costs associated with it, your Company has stopped accepting and renewing maturing deposits with effect from 1st Feb 2014. All the deposits accepted till such date will be repaid as and when they mature.

In compliance with the provisions under the new Act, your Board has sought your approval to continue with the deposits accepted before 1st Feb 2014 till such time they mature for repayment as their maturity stretches beyond one year (i.e., 31st March 2015) from the date the new Act became applicable.

SUBSIDIARY COMPANIES

As of 31st March 2014, your Company has five wholly owned subsidiaries within the definition of ''Subsidiary Company'' under the Companies Act, 2013.

The Ministry of Company Affairs, Government of India vide General Circular No. 2/201 1 bearing reference no. 5/12/2007-CL-III dated 8th February 2011 has issued a direction under section 212 (8) of the Companies Act, 1956 whereby a general exemption has been extended from taking prior approval from the Central Government for not publishing audited accounts of each of its subsidiary company in the annual report, subject to certain conditions being complied with.

In compliance with the conditions in this circular:

a. Your Board of Directors at its meeting held on 26th April 2014 has passed a resolution consenting to avail such exemption and present in the annual report the consolidated financial statements of your Company and all its subsidiaries duly audited by its statutory auditors.

b. The consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards.

c. Annual Accounts of the subsidiary companies and related detailed information will be made available to the shareholders of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies are available for inspection by any shareholder in the corporate office of the holding company and of the subsidiary companies concerned. The Company will furnish details of accounts of subsidiaries to any shareholder on demand.

d. Your Company has given the Indian Rupee equivalent of the figures in foreign currency appearing in the accounts of the subsidiary companies and the exchange rates applied as on closing day of the financial year.

e. Your Company, in the Consolidated Balance Sheet, has provided information in aggregate for each subsidiary including subsidiary of subsidiaries on matters covering (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

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

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo” are given as "Annexure - A” and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in "Annexure - B" and forms an integral part of this report.

BOARD OF DIRECTORS:

Appointment of Executive Director-Finance:

At the Board Meeting held on 26th April 2014, your Board has inducted Mr. Ravi Venkateswar as an Additional Director on the Board of your Company in executive capacity. Under the provisions of section 161 of the Companies Act, 2013 (Act), he will hold office till the ensuing Annual General Meeting (AGM).

Audit Committee and Nomination Committee of the Company have evaluated his candidature to assume the role and responsibilities of the Executive Director-Finance and Chief Financial Officer (CFO) of the Company. Approving their recommendation, your Board has proposed a resolution for his appointment. His tenor would expire on 31st March 2017. Consequent to his appointment, Mr. Uday K. Kamat would be relieved from the role and responsibilities of Executive Director-Finance. He would continue to be a Whole-time Director handling such other role and responsibilities as may be assigned by the Board from time to time till the expiry of his term on 31st March 2016. The Board wishes to place on record immense contributions made by Mr. Uday K. Kamat during his tenure as Executive Director-Finance from 2003 till date towards the growth and progress of your Company.

Appointment of Independent Directors:

Provisions of the new Companies Act, 2013 (Act) relating to composition of the Board and appointment of Independent Directors became effective from 1st April 2014.

Accordingly, the Company is required to observe the new provisions relating to the Independent Directors on the Board of your Company. Currently, your Company has 3 Independent Directors on its Board viz.:

* Mr. S. Ravindranath

* Mr. Subodh S. Nadkarni

* Mr. M. G. Parameswaran

All the Directors meet the requirements of independence under the provisions of section 149(6) of the Act. They have given necessary self declaration of independence under section 149(7) and expressed their willingness to continue to function as Independent Directors under the Act for a term of 5 years commencing from the close of 28th Annual General Meeting (AGM) to be held in 2014 till the close of the 33rd AGM to be held in 2019.

Acknowledging their efforts and contributions to the progress made by the Company, the Board has considered it fit to recommend the resolution of their appointment as Independent Directors for a term of 5 years. Draft of their appointment letter as reviewed by the Nomination Committee and the Board is available for inspection.

Re-appointment of Directors retiring by rotation:

Your Board as on date has six Non-Independent Directors. Of the directors liable to retire by rotation, the following two would retire during the year and have offered themselves for reappointment viz.,

* Mr. Shashikant R. Shanbhag

* Mr. Uday K. Kamat

Constitution of Board Committees:

As required under the new Act, your Board at its meeting held on 26th April 2014 has formed the following Committees:

* Nomination & Remuneration Committee

* Corporate Social Responsibility Committee

* Stakeholders'' Committee

Commission and Sitting Fees for Non Executive Directors:

To compensate the Non-Executive Directors for their time, efforts and contributions your Board has proposed a resolution for payment of commission up to 1% of the profits of the Company as allowed under the provisions of the Act for a period of next 5 years commencing from 1st April 2014 to 31st March 2019.

The sitting fees payable to the Non-Executive Directors for attending the meeting of the Board and the Committees have been increased to Rs. 50,000/- with effect from 1st July 2014 for every meeting attended. The last revision was done in 12th September 2009, when it was increased to Rs. 20,000/-

AUDITORS

M/s. P. D. Kunte & Co (Regd.), Chartered Accountants, the Statutory Auditors of your Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 (Act).

As per the provisions of the new Act, the auditor''s appointment is subject to rotation. M/s. P. D. Kunte & Co, being a firm, is eligible for appointment for two terms of 5 year each. They were appointed auditors of the Company in the 24th Annual General Meeting (AGM) and would complete 4 years at the ensuing 28th AGM.

As per the provisions of the Act, they are eligible for appointment for a term of 5 years commencing from the end of the ensuing 28th AGM till the close of the 33rd AGM to be held in 2019, subject to ratification by the shareholders at every AGM.

Your Board recommends their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31 st March 2014 and of the profit of your Company for that period.

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and.

4. that they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the wholehearted and sincere co-operation your Company has received from its Employees, Shareholders, Customers, Suppliers, Bankers, Financial Institutions and various departments of the Central and State Government.

For and on behalf of the Board

Navi Mumbai U. Shekhar G. Ramakrishnan Date: July 26, 2014 Managing Director Director - Home & Personal Care (Global)

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Mar 31, 2013

TO THE MEMBERS

The Directors have great pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2013

FINANCIAL RESULTS

Galaxy Surfactants Ltd. Figures in Rs. Crores Standalone Consolidated Particulars 2012-13 2011-12 2012-13 2011-12

Total Revenue 1423.15 1317.85 1582.27 1374.57

Profit before Depreciation, Interest and Tax 131.89 121.45 120.82 117.28

Less: Depreciation 32.81 24.31 49.98 28.48

Profit before Interest and Tax 99.08 97.14 70.84 88.80

Less: Interest and Finance Charges 48.02 33.13 52.12 33.72

Profit before Tax 51.06 64.01 18.72 55.08

Less: Provision for Taxation

Current (Net of MAT Credit) 13.74 17.67 15.38 17.86

Deferred 3.04 2.55 3.05 4.12

Prior Year Tax Adjustment 0.15 0.15

Net Profit after Tax 34.28 43.64 0.29 32.95

Add: Opening Balance in Profit & Loss Account 180.23 151.26 170.42 152.14

Amount available for appropriations 214.51 194.90 170.71 185.09

Less: Appropriations

Transfer to General Reserve 3.43 4.37 3.43 4.37

Proposed Dividend on Equity Shares 3.55 8.86 3.55 8.86

Provision for Corporate Dividend Tax on Dividend 0.60 1.44 0.60 1.44

Surplus carried to Balance Sheet 206.93 180.23 163.13 170.42

Operating Subsidiary - TRI-K Industries Inc., USA

, Rs. in Crores USD in Thousands Particulars 2012-13 2011-12* 2012-13 2011-12*

Total Revenue 130.08 111.03 23889 23156

Profit before Depreciation, Interest and Tax 5.68 6.01 1043 1253

Less: Depreciation 1.44 0.88 265 183

Profit before Interest and Tax 4.24 5.13 778 1070

Less: Interest and Finance Charges 0.14 0.08 26 16

Profit before Tax 4.10 5.05 752 1054

Less: Provision for Taxation Current 1.62 0.16 297 34

Deferred 0.01 1.57 2 327

Net Profit after Tax 2.47 3.32 453 693

Add: Opening Balance in Profit & Loss Account* 7.45 4.13 1528 835

Amount available for appropriations 9.92 7.45 1981 1528

Surplus carried to Balance Sheet 9.92 7.45 1981 1528

*2011-12 figures have been restated to include the results of Maybrook Inc, which was merged with TRI-K Industries Inc., during FY 2012-13.

Operating Subsidiary - Galaxy Chemicals (Egypt) S.A.E.

Rs. in Crores USD in Thousands Particulars 2012-13 2011-12 2012-13 2011-12

Total Revenue 210.64 28.58 38683 5681

Profit/(Loss) before Depreciation, Interest and Tax (14.22) (7.05) (2611) (1402)

Less: Depreciation 15.80 3.31 2902 657

Profit/(Loss) before Interest and Tax (30.02) (10.36) (5513) (2059)

Less: Interest and Finance Charges 6.65 1.10 1222 219

Profit/(Loss) before Tax (36.67) (11.46) (6735) (2278)

Net Profit/(Loss) after Tax (36.67) (11.46) (6735) (2278)

Add: Opening Balance in Profit & Loss Account (11.46) (2278)

Profit/(Loss) carried to Balance Sheet (48.13) (11.46) (9013) (2278)

DIVIDEND

Considering the performance for the year, the need to conserve resources for funding normal capital expenditure and incremental working capital requirements due to increase in business, your Directors recommend a lower Dividend of Rs. 1.00 per Equity Share (10%) for the year under review as against Rs. 2.50 per Equity Share (25%) paid in the previous year. The total outflow of dividend payment (including corporate dividend tax) would be Rs. 4.15 Crores (Previous Year: Rs. 10.30 Crores).

QUALITY

Your Company firmly believes that quality is all pervasive and is present in everything we do. Hence, continuous improvement programmes are built into the annual business and operating plans to sustain inherent efficiency and competitiveness in value delivery to the stake holders and the society.

Benchmarking is being pursued in all endeavors to improve efficacy in use of the resources and accomplish the deliverables. Frequent multiple audits by and of stakeholders has enabled to sustain, imbibe and continuously upgrade the quality systems of the Company.

SAFETY HEALTH & ENVIRONMENT (SHE)

Your Company continues to strengthen its efforts in capability building in the area of Safety, Health and Environment. It has initiated sustainability drive within the organization with quantified targets for conservation of water, energy and waste reduction. Your Company has participated in the customer sustainability assessment scorecards and programmes under Responsible Sourcing.

Your Company has put in place necessary organization structure, processes, infrastructure, quantification and reporting systems in place supportive of such effort. It firmly believes that investment of time and resources in such effort is in line with the best global practices and would be business accretive.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues with the themes of Educare, Healthcare and Sociocare for its CSR activities with increased focus on spreading hand hygiene for health, e-learning for under privileged children, encouraging inter school sports through sponsorships, working for cleanliness drives at public places and blood donations. Direct employee participation in the programmes has been very encouraging.

FIXED DEPOSITS

Your Company''s fixed deposits are Rs 33.32 Crores with 888 fixed deposit holders at the end of the year under review as against Rs. 25.89 Crores last year. There are no overdue deposits as at 31s1 March, 2013.

SUBSIDIARY COMPANIES

As of 31st March, 2013, your Company has five wholly owned subsidiaries within the definition of''Subsidiary Company'' under the Companies Act, 1956. During the year 2012-13, Maybrook Inc, a wholly owned subsidiary company of your step down subsidiary company TRI-K Industries Inc USA was merged into its parent.

The Ministry of Company Affairs, Government of India vide General Circular No. 2/2011 bearing reference no. 5/12/2007-CL-III dated 8th February 2011 has issued a direction under section 212 (8) of the Companies Act, 1956 whereby a general exemption has been extended from taking prior approval from the Central Government for not publishing audited accounts of each of its subsidiary companies in the annual report, subject to certain conditions being complied with.

In compliance with the conditions in this circular:

a) Your Board of Directors at its meeting held on 23rd March, 2013 has passed a resolution consenting to avail such exemption and present in the annual report the consolidated financial statements of your Company and all its subsidiaries duly audited by its statutory auditors.

b) The consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards.

c) Annual Accounts of the subsidiary companies and related detailed information will be made available to the shareholders of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies are available for inspection by any shareholder in the corporate office of the holding company and of the subsidiary companies concerned. The Company will furnish details of accounts of subsidiaries to any shareholder on demand.

d) Your Company has given the Indian Rupee equivalent of the figures in foreign currency appearing in the accounts of the subsidiary companies and the exchange rates applied as on closing day of the financial year.

e) Your Company, in the Consolidated Balance Sheet, has provided information in aggregate for each subsidiary including subsidiary of subsidiaries on matters covering (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

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

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" are given as "Annexure - A" and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in "Annexure - B" and forms an integral part of this report.

BOARD OF DIRECTORS

During the year under review, following Directors on the Board of your Company are liable to retire by rotation:

- Mr. Uday K. Kamat

- Mr. V. Kasturirangan

- Mr. Sudhir D. Patil

The retiring Directors offer themselves for reappointment.

AUDITORS

M/s. P. D. Kunte & Co (Regd.), Chartered Accountants, the Statutory Auditors of your Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B), of the Companies Act, 1956.

Your Board recommends their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31st March, 2013 and of the profit of your Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

4. that they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the wholehearted and sincere co-operation your Company has received from its Employees, Shareholders, Depositholders, Customers, Suppliers, Bankers, Financial Institutions and various departments of the Central and State Government.

For and on behalf of the Board

Navi Mumbai U. Shekhar G. Ramakrishnan

Date : June 29, 2013 Managing Director Director

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Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2012

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Net Sales :

Domestic 51624.57 39767.92

Exports* 75625.94 45370.18

Total Net Sales 127250.51 85138.10

Profit before Interest, Tax & Depreciation 12144.88 11698.43

Less : Interest & Finance Charges 3312.77 1956.89

Less : Depreciation 2431.16 2179.25

Profit Before Tax 6400.95 7562.29 Less : Provision for Taxation

- Current (Net of MAT credit) 1766.69 1509.25

-Deferred 255.26 (109.31)

- Prior Year Tax Adjustment 15.21 10.22 Net Profit After Tax 4363.79 6152.13 Add: Opening Balance in Statement of Profit and Loss 15126.49 10622.92

Amount available for appropriations 19490.28 16775.05 Appropriations

Transfer to General Reserve 437.00 616.00

Interim Dividend paid on Equity Shares - 620.46

Proposed Dividend/ Final Dividend on Equity Shares 886.37 265.91

Corporate Dividend Tax paid on Interim Dividend - 103.05

Provision for Corporate Dividend Tax on Final Dividend 143.79 43.14

Surplus carried to Balance Sheet 18023.12 15126.49 *includes deemed exports

BONUS ISSUE

During the year, your Company gave a bonus share of one for every one share held in your Company to the members whose names were appearing in the Register of Members on the record date of 19th December, 2011. This has increased the Equity Share Capital of your Company from Rs. 17,72,73,760/- to Rs. 35,45,47,520/-.

GREENFIELD PROJECTS

Greenfield projects at Suez, Egypt through a wholly owned step down subsidiary and Jhagadia, India have been commissioned in stages during the third and fourth quarter of the current financial year.

Phase 2 Plan at Egypt is under implementation and would be completed before December 31, 2012.

DIVIDEND

As there were green field projects under implementation, to conserve cash, your Company has refrained from paying interim dividend during the year. Based on the Company's performance and prospects, the Directors are pleased to recommend for the approval of the members a dividend of 25% i.e. Rs. 2.50 per share on a post bonus enhanced equity base. This maintains dividend payout per share by the Company on the pre-bonus equity share capital. The total dividend payout for the year will absorb Rs.10,30,15,998/- (Previous Year: Rs. 10,32,55,649) including dividend distribution tax of Rs. 1,43,79,118/-.

BUSINESS & FINANCIAL PERFORMANCE

The performance of your Company for the year is reflected by the following ratios:

Measure / Year 2011-12 2010 11

Net Sales Growth (%) 49.46 44.32

PBDIT (% to Net Sales) 9.54 13.74

PBIT (% to Net Sales) 7.63 11.18

PBT (% of Net Sales) 5.03 8.89

PAT (% to Net Sales ) 3.43 7.23

ROCE (%) 19.61 24.93

Return on Net Worth (%) 20.06 34.64

Debt : Equity Ratio 1.32 1.05

Earning per Share (Rs.)* 12.31 17.35

Cash Earning per Share (Rs.)* 19.89 23.19

Book Value per Share (Rs.)* 65.61 57.11

*Earning and Book Value per share is on Post Bonus Equity

BUSINESS PERFORMANCE

The business environment for the year 2011-12 was challenging in terms of fear of slow down in the developed markets, volatility in the financial, exchange and commodity markets, looming sovereign defaults, global debt problem and the political upheaval in the Middle East.

Your Company could navigate these challenges with moderate levels of stress on account of the inherent strengths in its business profile in terms of end consumer demand, structural hedge in the business serviced, customer and geographic spread of business.

The following highlights are noteworthy:

- Sales during the year registered a growth of 49.4 % over the previous year on a standalone basis, comprising 19.7 % of volume growth and 29.7% of price growth.

- Profit before Tax was lower at Rs 6400.95 lakhs as against Rs 7562.29 lakhs in the previous year, mainly on account of:

(a) impact of sudden value destruction in the commodities market in the first half of the financial year

(b) high inflation having cost push influence on operating overheads

(c) build up in overheads as a precursor to the green field expansions

(d) higher interest outgo on account of investments in ongoing projects in Egypt and India and the general increase in interest rates on account of Reserve Bank of India's monetary policy.

- Profit after Tax was lower at Rs 4363.79 lakhs as against Rs 6152.13 lakhs in the previous year due to lower profits for reasons mentioned above and also higher average tax rate in 2011-12 compared to the previous year, consequent to the withdrawal of income tax benefit available to EOUs with effect from April 1, 2011.

- Your Company has enhanced its geographical and customer reach to harness the additional capacities that would be available to cater to the demand from the ensuing year.

- Efforts of your Company in broad basing the product offerings at the higher end of the value chain is showing reassuring progress and would enable it leverage the customers and the markets for better results.

- CRISIL has reaffirmed its investment grade rating for the enhanced bank credit facilities early this year reflecting on the underlying conviction in the industry, business and finance model of your Company.

- IFC has extended second project loan of USD 8 million to Galaxy Chemicals Egypt (GCE) increasing the total funding of the Project to USD 20 million.

- With the new plants getting operational, we are optimistic that the stretch emanating from funding of the two green field projects would get corrected during ensuing years.

SALES GROWTH & COMPOSITION

- International Business grew at a faster pace than the domestic business giving an overall volume growth of 19.7 %

- The composition of international business in the total sales increased from 53.3% to 59.4%

- With new capacities in place which are mainly meant for the international market, our share of international business is slated to increase further during the ensuing year.

Domestic Sales

Growth in the Personal & Home Care (PHC) industry driven by the demographic profile and growing incomes both in the urban and rural areas is attracting investment and capacity build-up by domestic as well as international players. Your Company has taken note of the above and has increased the level of engagement with the customers; opened branch offices to better service the needs of customers and has augmented the marketing and technical service team to defend the dominant position in the domestic market.

During the year, your Company has set up branch office in Chennai for greater proximity and access to the domestic customers.

International Sales

The commissioning of production facilities in Egypt enhances access to the local markets of Middle East, Africa, Europe, and also explore markets of North & South America.

Being near to the market would enable your Company to walk the market, intensify customer engagement and provide supply chain assurance to customers.

Share of the international business in the aggregate business of the Company has been increasing enabling it to post higher volume growth. Participation in the larger global market has provided opportunities to broad base customers and product offerings.

Your Company has set up representative offices in Netherlands and Turkey to exploit the regional opportunities during 2012-13.

HUMAN RESOURCES

Your Company believes that business is people. Hence, its endeavor has been to sustain the unique work culture and ethos, enhance employee engagement, build passion and drive in efforts, and empower them to realize their inherent potential.

Recruitment of talent, training and competency development is vigorously pursued for succession planning and to sustain growth.

QUALITY

Your Company firmly believes that quality is all pervasive and is present in everything we do. Hence, continuous improvement programmes are built into the annual business and operating plans to sustain inherent efficiency and competitiveness in value delivery to the stake holders and the society.

Benchmarking is being pursued in all endeavors to improve efficacy in use of the resources and accomplish the deliverables.

SAFETY HEALTH & ENVIRONMENT (SHE)

Your Company continues to strengthen its efforts in capability building through DuPont Safety practices and progress towards sustainable development with new initiatives.

Your Company continues to look for new opportunities to enhance health and safety training and awareness for employees and contractors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues with the themes of Educare, Healthcare and Sociocare for its CSR activities with increased focus on spreading hand hygiene for health, e-learning for under privileged children, encouraging inter school sports through sponsorships, working for cleanliness drives at public places and blood donations. Direct employee participation in the programmes has been very encouraging.

FIXED DEPOSITS

Your Company's fixed deposits are Rs 2588.50 Lakhs with 839 fixed deposit holders at the end of the year under review as against Rs. 2392.45 Lakhs last year. There are no overdue deposits as at 31st March, 2012.

SUBSIDIARY COMPANIES

During the year 2011-12, the Company continues to have six wholly owned subsidiaries within the definition of 'subsidiary company' under the Companies Act, 1956. There has been no addition or deletion.

The Ministry of Company Affairs, Government of India vide General Circular No. 2/2011 bearing reference no. 5/12/2007-CL-III dated 8th February 2011 has issued a direction under section 212 (8) of the Companies Act, 1956 whereby a general exemption has been extended from taking prior approval from the Central Government for not publishing audited accounts of each of its subsidiary company in the annual report, subject to certain conditions being complied with.

In compliance with the conditions in this circular:

a) Your Board of Directors at its meeting held on 10th March, 2012 has passed a resolution consenting to avail such exemption and present in the annual report the consolidated financial statements of your Company and all its subsidiaries duly audited by its statutory auditors.

b) The consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards.

c) Annual Accounts of the subsidiary companies and related detailed information will be made available to the shareholders of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies are available for inspection by any shareholder in the corporate office of the holding company and of the respective subsidiary company. The Company will furnish details of accounts of subsidiaries to any shareholder on demand.

d) Your Company has given the Indian Rupee equivalent of the figures in foreign currency appearing in the accounts of the subsidiary companies and the exchange rates applied as on closing day of the financial year.

e) Your Company, in the Consolidated Balance Sheet, has provided information in aggregate for each subsidiary including subsidiary of subsidiaries on matters covering (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

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

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" are given as "Annexure - A" and forms part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in "Annexure - B "and forms integral part of this report.

BOARD OF DIRECTORS

During the year under review, following Directors on the Board of your Company are liable to retire by rotation:

- Mr. S. Ravindranath

- Mr. M. G. Parameswaran

- Mr. S. R. Shanbhag

The retiring Directors offer themselves for reappointment.

AUDITORS

M/s. P. D. Kunte & Co (Regd.), Chartered Accountants, the Statutory Auditors of your Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Your Board recommends their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2012 and of the profit of your Company for the year ended on that date;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the wholehearted and sincere co-operation your Company has received from its Employees, Shareholders, Customers, Suppliers, Bankers, Financial Institutions and various departments of the Central and State Government.

For and on behalf of the Board

U. Shekhar G. Ramakrishnan Managing Director Director -Home & Personal Care (Global)

Navi Mumbai June 16, 2012

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Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statements of Accounts for the year ended March 31, 2010

FINANCIAL RESULTS:

Rupees in lakhs

2009-10 2008-09

Particulars

Net Sales :

Domestic 27262.05 25116.79

Exports* 31729.30 30485.04

Total Net Sales 58991.35 55601.83

Profit Before Interest & Depreciation 8573.76 6400.00

Less: Interest & Finance Charges 1247.30 1725.95

Less: Depreciation 1724.06 1468.57

Profit for the year Before Tax 5602.40 3205.48

Less : Provision for Taxation

- Current 1363.40 446.00

- Deferred 206.13 65.88

- Fringe Benefit Tax - 22.00

- Prior Year Tax Adjustment (2.83) -

Net Profit after Tax 4035.70 2671.60

Add: Opening Balance in Profit & Loss Account 7803.27 5902.62

Amount available for appropriations 11838.97 8574.22

Appropriations

Transfer to General Reserve 404.00 270.00

Interim Dividend Paid on Equity Shares 428.18 -

Proposed Final Dividend on Equity Shares 265.91 428.18

Corporate Dividend Tax paid on Interim Dividend 72.77 -

Provision for Corporate Dividend Tax on Final Dividend 45.19 72.77

Surplus carried to Balance Sheet 10622.92 7803.27

* includes deemed exports

EQUITY SHARE CAPITAL:

During the year, your Company gave a bonus of one for every one share held in your Company to the members whose names were appearing in the Register of Members on the record date of 20* November, 2009. This has increased the Equity Share Capital of your Company from Rs 8,56,36,880/- to Rs 17,12,73,760/-.

Your Company has also made a preferential issue of 6,00,000 (Six Lakhs) Equity Shares to its employees, non promoter directors, employee welfare trust and business associates at an issue price of Rs 110/- per share. This has further increased the Equity Share Capital of your Company from Rs 17,12,73,760/- to Rs 17,72,73,760/-.

During the year, your Company has entered into an agreement for dematerialization of the Shares with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited. Hence, the share capital of your Company can now be held by the members in dematerialised form.

On the enhanced post bonus share capital of Rs 17,12,73,760/-, your Company has paid an interim dividend of 25% i.e. Rs 2.50 per share in December 2009. Including the dividend distribution tax, the total pay out for interim dividend is Rs 5,00,95,434/-

On the enhanced Equity Capital of Rs 17,72,73,760/-, post preferential issue of 6,00,000 Equity Shares, the directors are pleased to recommend a final dividend of 15% i.e., Rs 1.50 per share. Including the dividend distribution tax, the total pay out for final dividend is Rs 3,11,10,215/-.

The total dividend pay out for the year including the proposed final dividend will absorb Rs 8,12,05,649/- including dividend distribution tax of Rs1,17,96,145/-.

BUSINESS & FINANCIAL PERFORMANCE:

The performance of your Company for the year is reflected by the following ratios:

Measure 2009-10 2008-09

Net Sales Growth (%) 6.10 45.51

PBDIT (% to Net Sales) 14.53 11.51

PB IT (% to Net Sales) 11.61 8.87

PBT (% of Net Sales) 9.50 5.77

PAT (% to Net Sales) 6.84 4.80

ROCE (%) 23.13 21.04

Return on Net Worth (%) 30.27 25.96

Debt : Equity Ratio 1.06 1.14

Net Current Assets (% to Sales) 15.34 18.53

Earning Per Share (Rs.) 23.56** 31.20*

Cash Earning Per Share (Rs.) 34.83** 49.11 *

Book Value Per Share (Rs.) 86.17** 133.03*

**On 1,77,27,376 shares

*On 85,63,688 shares

BUSINESS PERFORMANCE

Business Conditions & Results:

The year began on a note of caution based on turbulent economic, business and financial conditions experienced in the previous year due to the financial melt down. Your Company navigated the flow of opportunities very well during the year.

The following highlights are noteworthy:

- Sales during 2009-10 registered a growth of 6.1 % over previous year. The fall in price levels in 2009-10 vis-a-vis 2008-09 has moderated the value growth; otherwise your company achieved a volume growth of 25.7% during the year.

- Due to better off takes and new customer acquisition efforts, your Company did experience capacity constraints across its product range during the year.

- The year showed improved profitability at 9.5% of PBT (% of Net Sales) as against 5.77% in the previous year.

- In terms of profitability of the business and investments, the current years performance has been heartening giving us confidence in scaling up investments and laying the foundation for accelerated growth in next five years.

Business Strategy & Execution:

To sustain growth with returns to investors, your Company is currently focusing on:

- Moving manufacturing facilities near to customers and markets

- Increase the global market share by acquiring new overseas customers

- Leverage customer relations by new product offerings, higher up the value chain

- Proximity to customers operating in regional and local markets

Your Company has made good progress in moving business efforts in this direction. The following highlights are noteworthy:

- Your Company is putting up its first greenfield facility outside India, in Egypt.

- Your Company has firmed up investment plans at Jhagadia, Gujarat.

- Your Company has expanded the sulphation capacity at Taloja. This facility should enable your Company to meet the growth needs and improve domestic market play which is a promising growth market.

FINANCIAL PERFORMANCE:

Despite the global concerns on economic growth and stability, your Company began the year with optimism, in its ability to weather the conditions and pitch for future growth with confidence. It derived such confidence from the fact that it operates in the Personal & Home Care industry, which is a robust business and further your Companys business is spread across all the regions, globally.

The following highlights are noteworthy:

- The ROCE on average capital invested in business improved to 23.13% for the year from 21.04% in the previous year

- During the year 2009-10, your Company did not suffer any translation loss in its USD based working capital funds. Further, the borrowing costs were lower than 2008-09. Hence, there is a reduction in Interest & Finance Charges for 2009-10.

- Your Company continues to retain the investment grade rating conferred by CRISIL for its bank loan limits as per the requirements of the Basel II norms.

SALES GROWTH & COMPOSITION:

Sales Group Year 2009 -10 Year 2008 -09

Sales % Share Sales % share % YOY

(Rs. Lakhs) (Rs. Lakhs) Growth Domestic Sales 27262.05 46.21% 25116.79 45.17% 8.54%

Export Sales 31729.30 53.79% 30485.04 54.83% 4.08%

Total Net Sales 58991.35 100.00% 55601.83 100.00% 6.10%

- The decrease in share of exports in the total business and its lower growth is on account of capacity constraints and preference given in meeting the needs of the domestic market.

- Higher volume growth did not reflect fully in sales growth on account of lower price levels.

- Your Companys sustained international presence, marketing organization, focus on acquiring new customers, leveraging customer relations for cross selling opportunities, supplemented by application development efforts has enabled your Company to deepen and broaden the business.

Domestic Sales:

Though the economic conditions prevailing in the market in early 2009-10 were guarded, it improved as the year progressed. In spite of the challenges in the environment, local business continued to fortify its position in the domestic market.

Forging ahead, in the coming year, your Company is confident of continuing its leadership position in the domestic market.

Export Sales:

Your Company continued to maintain its overseas impetus with its products touching over 80 countries with continuous growth in volumes in appreciating currency scenario.

During the year, your Company acquired Tri-K Industries Inc.; a USA based marketing organization in the field of specialty ingredients in Skin Care and Hair Care segments. This acquisition has strengthened the product portfolio and has also provided an access to a well established supply chain in USA. This will help your Company to extend penetration in the developed market of North America and faster developing market of South America.

HUMAN RESOURCES.

Your Company believes in maintaining its prime focus on nurturing and developing talent pool, succession planning and competency building to achieve sustained growth.

During the year the major focus was on employee engagement, competency assessment and getting young talent into your Company.

QUALITY

Your Company undertakes continuous effort to nurture and sustain quality consciousness in all the people and processes. It endeavors to accomplish this by continuously participating in external benchmarking forums and programmes like TPM, Du Pont Safety, ISO, OSHAS and RBNQA.

MANAGEMENT INFORMATION SYSTEMS

Your Company continues to pursue more avenues for using IT systems to facilitate business processes. Increasing SAP usage for company operations has continued and your Company has implemented SAP PS module during the current year for tracking and monitoring expansion projects.

SAFETY, HEALTH & ENVIRONMENT (SHE):

Your Company engaged with DuPont Safety Management in building capability to develop world class safety practices. Extensive focus was given on training employees and creating awareness of behavioral safety. Your Company has complied with all environmental consent conditions at all its locations.

The SHE performance is being reviewed at all review forums.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has initiated measures for a structured approach to CSR activities which focuses on Educare, Healthcare and Sociocare.

As a part of the Educare programme, your Company has adopted a school near Taloja and is extending monetary support to strengthen the physical infrastructure of the school. Employees of your Company participate in teaching students at the school.

As a part of the Healthcare programme, throughout the year, a weekly dispensary was operated for the students and their parents. Eye and Skin Health Camps were conducted at Tarapur and Taloja.

As a part of the Sociocare programme, three de-fluoridation plants were sponsored in District Anantpur of Andhra Pradesh. Financial help was given to Amar Sewa Sangam in Tamil Nadu and to few other institutions working for mentally and physically challenged people.

FIXED DEPOSITS

Your Companys fixed deposits are Rs 2031.80 Lakhs with 782 fixed deposit holders at the end of the year under review as against Rs 980.05 Lakhs last year. There are no overdue deposits as at 31st March, 2010.

SUBSIDIARY COMPANIES:

During the year 2009-10, four additional companies became the subsidiaries of your Company within the definition of subsidiary company under the Companies Act, 1956.

As required under section 212 of the Companies Act, the Audited Statement of Accounts along with reports of the Directors and Auditors for each of these subsidiaries and a statement of Companys interest in subsidiary are attached.

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

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" are given as "Annexure - A" and forms part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in "Annexure - B "and forms integral part of this report..

BOARD OF DIRECTORS

At the ensuing Annual General Meeting following Directors on the Board of your Company are liable to retire by rotation:

- Mr. S. Ravindranath

- Mr. S. R. Shanbhag

- Mr. Uday K. Kamat

The retiring Directors offer themselves for re-appointment.

Your Company is proposing to come out with a public issue and have its shares listed on the stock exchanges. The Corporate Governance Standards applicable to listed companies and the listing agreement to be entered into with stock exchanges require the Board to have one of its independent members as its Chairman to conduct and preside over its meetings.

In compliance, Mr. U. Shekhar, who till now was presiding over the Board meetings as Chairman, relinquished his position as the Chairman effective close of the business hours on 13th March, 2010. The Board has then unanimously chosen Mr. S. Ravindranath to act as the Chairman and preside over the meetings of the Board to be held in future.

The shareholders resolution approving the payment of commission to Non Whole time Directors of your Company passed at the 21st Annual General Meeting was valid for a period of 3 years. Your Company proposes a resolution seeking your approval for continuing payment of commission for a further period of three years till 31st March 2013. The commission amount and structure of payment will be determined by the Board commensurate with the best practices in terms of remunerating non executive directors of a company of similar size and which adequately compensates for the time and contribution made by our non executive directors.

AUDITORS

M/s. S. V Pinge & Co., Chartered Accountants, the Statutory Auditors of your Company hold office until the conclusion of the ensuing Annual General Meeting.

M/s. S. V. Pinge & Co., Chartered Accountants have expressed their unwillingness to be re-appointed as the Statutory Auditors of your Company on their retirement at the ensuing Annual General Meeting.

Your Board, after due deliberations recommends M/s R D. Kunte & Co, (Regd.), Chartered Accountants to be appointed as the Statutory Auditors of your Company to hold office from ensuing Annual General Meeting to the next Annual General Meeting.

Your Company has received from M/s R D. Kunte & Co (Regd.) a certificate expressing their willingness to act as Statutory Auditors of the Company, if appointed and have further confirmed that the said appointment would be within the prescribed limits under Section 224(1 -B), of the Companies Act, 1956. Your Board recommends their appointment.

Your Directors wish to record their appreciation for the services rendered by M/s S. V Pinge & Co., Chartered Accountants as Statutory Auditors of the Company for the past eight years.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm: -

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31st March, 2010 and of the profit of your Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the wholehearted and sincere co-operation your Company has received from its Employees, Shareholders, Customers, Suppliers, Bankers, Financial Institutions and various departments of the central and state governments.

For and on behalf of the Board

12th June 2010 U. Shekhar G. Ramakrishnan

Navi Mumbai Managing Director Director

Home & Personal Care (Global)