<dhhead>BOARD REPORT </dhhead>

Dear Shareholders,

Your directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2026.

Your Company has performed during the reporting period as follows:

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

The Company achieved a Revenue from Operations of 262.03 Lakhs in FY 2025-26, compared to 359.04 Lakhs in FY 2024-25. The Company recorded a Profit Before Tax (PBT) of loss of 108.51 Lakhs, a considerable from the profit of 4.23 Lakhs in the previous year. Additionally, after tax adjustments and other comprehensive income, the Net Profit stood at 381.42 Lakhs compared to a Net profit of 12.07 Lakhs in the previous fiscal year, signalling an initial but promising recovery in operational performance.

During the year under review, company's approach towards growth has delivered satisfactory results during the year 2025-26 as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

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

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

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

The Paid-Up Equity Share Capital of the Company as at 31st March, 2026 consists of 15,89,07,22 equity shares of Rs. 10 each.

During the financial year under review, the Company successfully completed a Rights Issue of 1,36,58,208 Equity Shares of face value of 10/- each at an issue price of 35.87/- per Equity Share (including a premium of 25.87/- per Equity Share), aggregating to 48.99 Crores, in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. The Rights Issue was offered to the eligible equity shareholders in the ratio of 5 (Five) Rights Equity Shares for every 1 (One) fully paid-up Equity Share held as on the record date, i.e., 23rd January, 2026. Pursuant to the Basis of Allotment approved by the designated Stock Exchange, BSE Limited, the Rights Issue Committee approved the allotment of 1,31,59,655 Equity Shares. Consequently, the issued, subscribed and paid-up equity share capital of the Company increased to the extent of the said allotment.

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial Year ended March 31, 2026 is available on the website of the Company.

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

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

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

No material changes take place between the end of the financial year up to the date of report which affect the financial position of the Company.

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

The Board of Directors, at its meeting held on 11th August, 2025, approved, subject to the approval of the shareholders and other necessary statutory approvals, the sale and transfer of the Company's business undertaking comprising the manufacturing and trading of Agricultural Equipments and Bearings (Forged Rings), including the balance plant, on a going concern basis by way of a slump sale, as defined under Section 2(42C) of the Income-tax Act, 1961, to Forgex Rings Private Limited for a lump sum consideration of 9.25 Crores (Rupees Nine Crores Twenty-Five Lakhs only), exclusive of applicable taxes and subject to customary post-closing adjustments. The consideration was determined based on the valuation report of an Independent Registered Valuer, Atharva Valuation (OPC) Private Limited (IBBI Registration No. IBBI/RV-E/03/2022/174), and a fairness opinion issued by Interactive Financial Services Limited, a SEBI Registered Category-I Merchant Banker. Forgex Rings Private Limited is not a related party of the Company, and the entire consideration is payable in cash. The detailed terms and conditions of the proposed slump sale, including the Business Transfer Agreement, were set out in the Notice convening the Annual General Meeting and the accompanying Explanatory Statement.

During the financial year under review, the Company successfully completed a Rights Issue of 1,36,58,208 Equity Shares of face value of 10/- each at an issue price of 35.87/- per Equity Share (including a premium of 25.87/- per Equity Share), aggregating to 48.99 Crores, in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. The Rights Issue was offered to the eligible equity shareholders in the ratio of 5 (Five) Rights Equity Shares for every 1 (One) fully paid-up Equity Share held as on the record date, i.e., 23rd January, 2026. Pursuant to the Basis of Allotment approved by the designated Stock Exchange, BSE Limited, the Rights Issue Committee approved the allotment of 1,31,59,655 Equity Shares. Consequently, the issued, subscribed and paid-up equity share capital of the Company increased to the extent of the said allotment.

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

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

During the year under review, M/s. H. B. Kalaria & Associates, Chartered Accountants, resigned from the office of Statutory Auditors of the Company, resulting in a casual vacancy in the office of Statutory Auditor pursuant to the provisions of Section 139(8) of the Companies Act, 2013.

To fill the said casual vacancy, the Board of Directors, at its meeting held on 30 May 2026, considered and approved the appointment of M/s. NKSC & Co., Chartered Accountants (Firm Registration No. 020076N), as the Statutory Auditors of the Company, subject to the approval of the Members at the ensuing General Meeting, in accordance with the applicable provisions of the Companies Act, 2013.

M/s. NKSC & Co. have accordingly been appointed to fill the casual vacancy caused by the resignation of M/s. H. B. Kalaria & Associates and have furnished their consent and eligibility certificate confirming their eligibility to act as Statutory Auditors of the Company.

Further, the Board of Directors has recommended the appointment of M/s. NKSC & Co., Chartered Accountants (Firm Registration No. 020076N), as the Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 32nd Annual General Meeting and continuing until the conclusion of the 37th Annual General Meeting, to be held in the year 2031, subject to the approval of the Members and in accordance with the provisions of the Companies Act, 2013.

Accordingly, the approval of the Members is being sought at the ensuing Annual General Meeting for the appointment of M/s. NKSC & Co. as the Statutory Auditors of the Company for the aforesaid five-year term.

During the financial year 2025-26, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.

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

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

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

The Annual Return of the Company as on March 31, 2026 is available on the Company's website and can be accessed at www.galaxyagrico.com.

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

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

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

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

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

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

a. Mr. Jay Nayak (DIN: 05174213) as Additional Directors (Non-Executive, Independent) of the Company, which was later resigned from the Directorship of the company on 02nd May, 2025.

b. Mr. Abhay Vasantrao Galgate (DIN: 09596308) as Managing Directors (Executive Director) of the Company, which was later resigned from the Directorship of the company on 27th January, 2026.

c. Mr. Nathabhai Jerambhai Sadaria (DIN: 00167254), Non-Executive Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

d. Mr. Manoj Harsukhla Shah (DIN: 02173383), Non-Executive Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

e. Mr. Sanjay Jayantilal Patel (DIN: 01632620), Non-Executive Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

f. Mr. Kiran Bavanjibhai Govani (DIN: 01294557), non-Executive independent Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

g. Mr. Ajay Ramjibhai Patel (DIN: 00167284), non-Executive independent Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

h. Mr. Jagdish Manshukhlal Shah (DIN: 07158142), non-Executive independent Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

i. Ms. Mausamben Pareshbhai Sadaria (DIN: 07046365), Women Director of the Company, resigned from the Directorship of the Company with effect from 30th March, 2026.

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

During the year 13 (Thirteen) Board meetings were convened and held, details of which are as follows:

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

The Audit Committee comprises of 3 members where 2 directors are non-Executive independent directors. Accordingly, the Company has complied with the requirements of Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 relating to composition of Audit Committee:

During the year 7 (Seven) Audit Committee meetings were convened and held 13-05-2025, 11-08-2025, 11-11-2025, 15-12-2025, 17-12-2025, 07-01-2026 and 04-03-2026.

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

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

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

The Nomination and Remuneration Committee met twice during the year on dated 17th December, 2025 and 7th January, 2026 and the attendance of members at the meetings was as follows:

In compliance with Section 178 of the Companies Act, 2013 and, Regulation 20 of SEBI (Listing obligation and Disclosure Requirement) Regulations 2015 the Board has constituted Stakeholders Relationship Committee. The Committee met once during the year on dated 7th January, 2026 and the attendance of members at the meetings was as follows:

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

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

The Independent Directors in their meeting shall, inter alia

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

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

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

Independent Directors met once during the year on 7TH January, 2026 and attended by all Independent Directors.

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

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

Independent Directors met once during the year on 7TH January, 2026 and attended by all Independent Directors.

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

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

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

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm's length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus, the company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements Note in accordance with the Accounting Standards.

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

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

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure-1.

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

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

The paid-up equity Share capital of the Company and net worth of the Company as on 31st March, 2026 does not exceed the stipulated criteria of rupees ten crore and rupees twenty-five crore respectively. Hence the Company the provision of Corporate Governance is not applicable on the Company.

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

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

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

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided "Annexure 2" and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY 2025-26.

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

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

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

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

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

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

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

The shares of the Company are listed at the BSE Ltd.- GALAGEX531911INE803L01016. The Company has paid the annual listing fees for the financial year 2025-26 to the said Stock Exchange.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

1. There was no application made or proceeding pending against the company under Insolvency & Bankruptcy Code, 2016 during the year under review.
2. Company neither allot any debt securities nor has any outstanding debt securities as at March 31, 2026 which requires an external credit rating
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
4. The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
5. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE: The company has in place a policy for prevention, prohibition and redressal of Sexual Harassment at workplace. Appropriate mechanisms are in place for protection against sexual harassment and right to work with dignity. During the year under review, the company has not received any complaints regarding this matter and there were no suits filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
6. As the Company does not have any woman employees, the disclosures to be made under the Maternity Benefit Act 1961, are not applicable

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

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

For and on Behalf of the Board,
GALAXY AGRICO EXPORTS LIMITED

Sd/-
PRASHANT SUDHIR KHAIRNAR
Director (DIN: 11434708)