Directors Report of Galaxy Supermarket Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Forty-third Annual Report of Galaxy Cloud Kitchens Limited on the business and operations of the Company along with audited financial statements for the financial year ended March 31, 2025.

Financial Results

The Company''s financial performance for the year ended March 31, 2025 is as below:

Particulars	Amount in Rs. (Thousands)	Amount in Rs. (Thousands)
	31.03.2025	31.03.2024
Revenue from operations	1,52,316.16	*0.75
Other Income	9079.20	22,690.19
Total Income	1,61,395.36	22,690.94
Personnel Cost	13,923.86	8162.79
Operating and other expenses	1,10,653.54	40,785.67
Total Expenditure	1,24,577.40	48,948.46
Profit before Interest, Depreciation and Tax	36,817.95	(26,257.52)
Less: Interest	12,016.49	11,640.27
Less: Depreciation	5847.51	2615.71
Less: Exceptional Expenses	10,000.00	0.00
Profit/(Loss) from Ordinary Operation before tax	8953.95	(40,513.50)
Less Provision for Tax	0.00	0.00
Profit/(Loss) from Discontinued Operation	(41,860.61)	(1,01,788.48)
Profit/(Loss) after Tax	(32,906.66)	(1,42,301.98)
Other Comprehensive Income/Loss for the year (net of tax)	196.23	708.1
Other Comprehensive Income/Loss for the year	(32,710.43)	(1,41,593.87)
*Turnover of Rs. 21,231.55 thousands, pertaining to discontinued operations, has not been included.

Result of Operations and the State of the Company''s Affairs

During the year under review, your Company recorded Rs. 1,52,316.16 thousands revenue from operations. The Profit before interest, depreciation, amortisation, and tax stood at Rs. 36,817.95 thousands, as compared to a loss of Rs. 26,257.52 thousands in the previous financial year.

The loss after tax for the financial year ended March 31, 2025, was Rs. 32,906.66 thousands, reflecting a significant improvement over the loss of Rs. 1,42,301.98 thousands incurred in the previous year.

This reduction in losses is primarily attributable to improved cost management, restructuring efforts, and the strategic transition of the Company''s business model from cloud kitchens to retail supermarket stores. The Board remains optimistic about the Company''s future prospects and is confident that the ongoing initiatives will lead to enhanced operational performance and financial stability in the years ahead.

Business Outlook

The Company has transitioned into the Retail Supermarket business during the financial year 2024-25. The Company, which was earlier engaged in the Cloud Kitchen businessâwhich was mainly manufacturing of fresh foods including bakery products, desserts, hot meals, cold meals, home meal convenience foods, and ready-to-eat itemsâhad been operating under a B2B model and providing private labelling services to renowned players in the retail industry and catering to QSR companies with a PAN India presence.

However, due to high operating costs the Company continued to incur losses and negative cash flows in the Cloud Kitchen division, which resulted in the management taking a strategic decision to exit from this segment. The management took a calculated call and closed down one commissary at a time. Consequently, the Cloud Kitchens business division was fully shut down during FY 2024-25 on September 30, 2024 pursuant to closure of the Gurugram Commissary. In the meantime, management considering the available backing of Future Group, which at one point of time was pioneer and leader of the organised retail market, took a call to commence supermarket operations.

In April 2024, the Company launched its first pilot retail supermarket store under the brand name ''Galaxy Supermarket''. Based on the positive market response and the successful performance of the pilot store, the Company sought and obtained the requisite shareholder approvals to formally foray into the retail supermarket segment.

Accordingly, the Company has now fully realigned its business operations to focus exclusively on Retail Supermarket stores. The management remains committed to expanding this vertical and is also exploring the introduction of curated in-house brands across select product categories to enhance customer engagement and profitability.

Dividend

The Board of Directors has not recommended any dividend on equity shares for the financial year 2024-25. Further, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), relating to formulation of a Dividend Distribution Policy, are not applicable to the Company.

Transfer to Reserves

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 (âthe Actâ) have been furnished.

Share Capital & Preferential Issue

During the year under review, the Company''s shareholders approved an increase in the Authorised Share Capital from Rs.65,00,00,000 (Rupees Sixty Five Crore only) to Rs.100,00,00,000 (Rupees One Hundred Crore only). This increase was approved by an Ordinary Resolution passed through Postal Ballot on December 11, 2024, and the necessary filings with the Registrar of Companies (RoC) have been completed.

Furthermore during the year, the Company had issued 48,40,000 Compulsorily Convertible Debentures (CCDs) at Rs. 11/- each on a preferential basis to entities belonging to the Promoter Group category, with a 1:1 conversion ratio. Out of the total CCDs, 23,60,000 were converted into equity shares during the financial year ended 31st March, 2025, resulting in an increase in the Company''s paid-up share capital from Rs.44,93,76,740/- to Rs.47,29,76,740/- as of that date. The remaining 24,80,000 CCDs were subsequently converted into equity shares during the ongoing financial year 2025-26. As on the date of signing this report, the Company has made application for listing of 24,80,000 equity shares issued upon conversion to BSE Limited, which will be followed by the trading application and corporate action at the depository level.

Alteration of Main Object Clause:

In line with the Company''s strategic vision for growth and diversification, the Board of Directors had initiated the process to alter the main object clause of the Memorandum of Association. Pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013, and the rules framed thereunder to insert a new Main Objects clause of the Memorandum of Association (âMoAâ) of the Company by inserting paragraph number 1C after paragraph number 1B of Clause III (A). This alteration was approved by the shareholders through a Special Resolution passed at the Extraordinary General Meeting (EGM) held on Wednesday 10th July, 2024, The necessary filings with the Registrar of Companies (RoC) have been completed, and the change has been duly registered.

Rights Issue

During the year under review, the Board of Directors, at its meeting held on 24th October 2024, approved a proposal for a Rights Issue of Equity Shares for an amount not exceeding Rs. 50 crore. Over the following months, the Board continuously evaluated prevailing market conditions and strategic considerations to determine the viability of proceeding with the proposed offering. After detailed deliberations, the Board concluded that pursuing the Rights Issue would not be in the best interest of the Company and its stakeholders. Accordingly, at its meeting held on 29th May 2025, the Board decided to cancel the proposed Rights Issue. It is hereby clarified that the Rights Issue was only announced, and no subsequent steps, including the filing of the Draft Letter of Offer with the Stock Exchange or the Securities and Exchange Board of India (SEBI), were undertaken.

The Company remains committed to exploring alternative strategic funding options, as may be considered appropriate, to support its business plans and growth initiatives.

Change in nature of Business

During the year under review there was a change in the nature of business of the Company. The Company shut down its cloud kitchens business division, and commenced its foray into retail supermarket operations business as detailed in ''Business Outlook'' clause of this report. As at year end the Company was operating 12 supermarket stores and 1 Distribution Centre in the state of Harayana.

Statement of Deviation(s) or Variation(s)

Pursuant to Regulation 32 of SEBI Listing Regulations, 2015, the Company confirms that during the year under review, the funds raised through Preferential Issue for allotment of Compulsorily Convertible Debentures have been utilised for the purpose for which they were raised. There has been no deviation or variation in the use of proceeds. The Company has submitted the requisite Statement(s) of Deviation to Stock Exchange periodically until such funds were fully utilised.

Internal Controls

The Company has internal control systems and procedures commensurate with its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures, applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Board of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee. The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Risk Management

The Board of Directors of the Company have formulated a Risk Management Policy which aims at minimising the risk and enhancing the value and reviews the elements of risks with regard to the business. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash Flow Statement for the year ended March 31, 2025 has been provided in the Annual Report and which forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2025 is set out in this Annual Report.

Subsidiaries and Associates

The Company is not a holding Company in terms of Section 2 (46) of the Act. The Company does not have subsidiary, associate or joint venture companies within the meaning of Section 2(87) and Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of Section 129(3) of the Act, is not provided in this report.

Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited.

Particulars of Employees and other additional information

The ratio of the remuneration of each Key Managerial Personal (KMP) to the median of employee''s remuneration as per section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the Board''s Report and are provided under Annexure A.

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year and date of this Report.

Annual Return

The Annual Return as on March 31,2025 in terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the website of the Company - www.galaxycloudkitchens.in

Particulars of Contracts and arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on arm''s length and in the ordinary course of business and within the ambit of approval from Shareholders for material related party transactions as required under the Companies Act and SEBI Listing Regulations. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review.

The information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 under Annexure B which forms part of this Report.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Corporate Governance

Our corporate governance practices are reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.

A Report on the Corporate Governance and Practicing Company Secretary''s Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholders. The auditor''s certificate for financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Board Diversity

The Company recognises and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender that will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www. galaxycloudkitchens.in. Additional details on Board diversity are available in the Corporate Governance report that forms part of this Annual Report.

Disclosures related to Board, Committees, Policies and number of Board meetings

During the year, 5 (five) Board Meetings were convened and held through audio/video conferencing, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

The Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of SEBI Listing Regulations.

The Board had three statutory committees: the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2025, the Board of Directors of the Company consisted of Ms. Pinki Dixit, Whole-time Director, Mr. Vijai Singh Dugar, Ms. Dimple Somani and Ms. Mala Saxena, Independent Directors, Mr. Sunil Biyani and Mr. Sunil Samal, Non-Executive Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Mr. Sunil Samal (DIN: 10468907) is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting (âAGMâ) and being eligible, has offered himself for being re-appointed at the AGM. The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr. Sunil Samal. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (âSS-2â) forms part of the Notice calling the AGM.

Audit Committee

The Composition, terms of reference, powers and role of Audit Committee of the Company are disclosed in the Corporate Governance Report, which forms part of this Annual Report. There were no instances where the Board did not accept the recommendations of the Audit Committee.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ''Nomination and Remuneration Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Policy on Directors'' Appointment and Remuneration

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its function of governance and management. The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act is available on our website at www.galaxycloudkitchens.in.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

In a separate meeting of independent Directors, performance of non-independent directors, the Board as a whole and the Wholetime Director of the Company was evaluated, taking into account the views of whole-time Director and non-executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of 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.

At a meeting of the Board of Directors, the performance of the Board, its Committees, and individual Directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent Director being evaluated.

Moreover, further detail regarding skill, expertise and competencies of Directors are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Details of meetings of Shareholders

The last Annual General Meeting (AGM) of the Company was held on September 30, 2024. During the year under review, the Company convened one Extra-ordinary General Meeting (EGM) on July 10, 2024, and conducted one Postal Ballot process.

The details of the shareholders'' meetings and the Postal Ballot, including the resolutions passed and voting results, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 25 of the SEBI Listing Regulations.

Director''s Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in preparation of the annual accounts for the financial year, the applicable accounting standards have been followed and there are no material departures, wherever applicable;

ii. the Directors 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 the Company at the end of the financial year and of the loss of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditor s'' Report

M/s. Yogesh Kansal & Company, Chartered Accountants, Ghaziabad (ICAI Firm Registration No. 507136C), were appointed as the Statutory Auditors of the Company at the previous AGM of the Company held on 30th September, 2024 for a term of five years, commencing from the conclusion of the 42nd Annual General Meeting (AGM) held for the financial year 2023-24 till the conclusion of the 47th AGM to be held for the financial year 2027-28.

The Auditor''s Report for the FY 2024-25, when read in conjunction with the accompanying notes on the financial statements, is comprehensive and self-explanatory. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer. Consequently, it does not necessitate any comments under Section 134(2)(f) of the Companies Act, 2013. Additionally, it does not report any instances of fraud as specified under Section 143 of the Companies Act, 2013.

Furthermore, as mandated by Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they possess a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, affirming their adherence to peer review standards.

The Notes on financial statement referred to in the Auditor''s Report are self - explanatory and do not call for any further explanation.

However, the Auditor''s Report includes a statement on Material Uncertainty Related to Going Concern and Emphasis of Matter and Other Matter paragraphs which are provided hereunder along with Management''s explanation. The Auditor''s Report forms part of the financial statements and is enclosed with this Annual Report.

Auditors'' Comments

Management''s Response

Material Uncertainty Related to Goina Concern:

We draw attention to Note 32 in the financial statements, which indicates that, entire net worth of the Company has been eroded due to losses incurred in the current year and its current liabilities exceed its current assets, these events or conditions, along with other matters as set forth in Note 32, indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern.

AND

On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination, we have identified a material uncertainty regarding the Company''s adverse financial ratios, these adverse ratios indicate a potential risk to the Company''s financial position and performance, raising uncertainty about its ability to meet its financial obligations and sustain its operations in the foreseeable future. Refer note no. 33.

The Company is committed to improve its operational efficiency and has taken various initiatives to boost sales and reduce cost as well as diversify its business activities in field of Super Market stores operations which has potential to generate positive cash flows. At present, the Company is also recognising all provision requirements considering the legacy issue of business activities which have been closed by the Company. These initiatives are already yielding desired results and the management is confident that the networth will turn positive in the near future and yield sustainable cash flows to meet all its obligations. Company is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

As part of its diversification initiative, the Company has commenced a new line of business of operating chain of retail supermarket stores in the name and style of "Galaxy Supermarket" in FY 202425. The Company has already opened 12 stores in various tier II cities and one Distribution Center in the state of Haryana. The Company would plan to start similar operations in other nearby states. The management is also contemplating to venture into branded dry fruits and allied food products/distribution business. All these initiatives would take Company on positive growth trajectory and also contribute to its bottom line in coming years.

Emohasis of matters: We draw attention to Note 29 in the financial statements, which discloses a significant item related to discontinued operations in Eyelet House, Saki Vihar Road, Opp. Shah Industrial Estate, Andheri(East), Mumbai 400072, Maharashtra with effect from January 31st, 2024 and in 76/F, Phase IV, Udyog Vihar, Sector 18, Gurugram, Haryana, 122015 with effect from September 30th, 2024. The Assets Held for sale of 1,805.31 (in thousands) and the loss from discontinued operations amounting to 41,860.61 (in thousands) which have material implications on the financial statements.	The company has shut down the commissary business due to continuous losses incurred in the previous years. This decision has been taken by the management based on the unanimous approval of the Board. Further, the Assets Held for Sale for Rs 1805.31 Thousands pertains to the Bengaluru Commissary, and same is still unsold due to the Employee-Union dispute. Further, the management was aware of the losses from discontinued operations, which was one of the reason for discontinuing such operations to put a stop on the continuous losses.
Other matters: It has been noticed that the company holds certain properties which have been given on lease rent that meet the definition of investment property under Ind AS 40 - Investment Property, but the same have not been separately classified or disclosed in accordance with the relevant standard. These properties have been included under property, plant and equipment, and depreciation has been charged as per the Company''s accounting policy for owned assets. This treatment is inconsistent with the requirements of Ind AS 40, which mandates separate presentation and specific disclosure requirements. The current accounting approach may impair transparency regarding the nature and use of such assets.	The company has subleased the part of Distribution Centre of Haryana to the other group company, the property is leased by the company and there for the Lease Improvement Charges cannot be differentiated as the Investment. The present sub-lease of a small portion is for a temporary phase, once the Company''s operations scale further, the Company intends to use the entire Distribution Centre for its own operations.
Other matters: We have observed that, MSME Trade payables have been paid off without including interest payable on them, whereas, the provisions were made by the company for the interest payable on these payments during the year as well during the preceding years. This unpaid interest liability is still outstanding in the books of account of the company. As explained by the management, the same is to be paid only when a claim is made by the respective MSME Trade payable for the interest due. However, the above contention is in deviation of the provisions of the relevant Act.	Company has made the provision for the MSME interest as per the provisions of the MSME Act. However the company has made the payments to the Trade payable as per their claims and final negotiation with the respective vendors. Interest will be paid to the vendors only if the claims have been made by such vendor. As of now there has been no claims received by the Company.
Other matters: The company has presented its lease liability as a single item in the financial statements without segregating the current and non-current lease liabilities, as required under Schedule III to the Companies Act, 2013.	The company has taken the long term leased property and therefore the Company has classified the lease liability as a long term lease Liability.
Other matters: The company has incurred expense of INR 100 Lakhs for settlement of an old outstanding in respect of an arbitration matter of entertainment business, the same was not disclosed in contingent liability in earlier years and has been shown as exceptional expenses in the financial statements for the year.	The Company settled an arbitration dispute pertaining to its Entertainment business and paid the settlement amount thereon. Since the compensation amount could not be reasonably estimated while the arbitration proceedings were ongoing, no contingent liability was recognized in the financial statements of earlier years.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj & Associates, Practising Company Secretary (Membership No.: 28907 | Certificate of Practice No.: 14596) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25.The Secretarial Auditors'' Report for the financial year 2024-25 is enclosed as Annexure C which forms part of this Report.

The said Secretarial Auditors'' Report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditors Report contains observations and comments which are mentioned hereunder along with Management''s Response:

Auditors'' Comments	Management''s Response
The Company had a Compliance Officer in place until August 17, 2023. As per Regulation 6(1) of SEBI (LODR) Regulations, 2015, the Company was required to appoint another qualified Company Secretary as Compliance Officer within three months from the said date. However, the new Compliance Officer was appointed w.e.f. April 19, 2024, resulting in a delay beyond the stipulated period. Consequently, BSE Limited levied a fine of Rs. 18,000/- (excluding taxes) for the said non-compliance. This non-compliance, which was continuing from the previous financial year was regularised by the Company during the year under review and the fine was duly paid to BSE Limited.	The Company was actively seeking a suitable candidate and has complied with Regulation 6(1) of the SEBI LODR Regulations by appointing a qualified Company Secretary as the Compliance Officer with effect from April 19, 2024. Though the delay was unintentional and without any malafide intent, the company has already paid fine levied by BSE Limited.
There was a delay in appointing the CFO, with the position remaining vacant for more than three months following the resignation of the previous CFO on April 25, 2023. This resulted in a non-compliance with Regulation 2(f) & 26A of SEBI (LODR) Regulations, 2015. The vacancy was subsequently filled through the re-designation of Deputy CFO as CFO on October 24, 2024.	Following the resignation of the CFO, the Company promptly appointed a Deputy CFO to ensure continuity in financial oversight. The Company evaluated suitable candidates, and upon assessment, the same individual was re-designated as CFO with effect from October 24, 2024.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended), the aforesaid provisions of the Companies Act, 2013 and based on the recommendations of the Audit Committee and subject to the approval of the members of the Company, the Board has appointed Ms. Nidhi Bajaj, Proprietor of M/s. Nidhi Bajaj & Associates., Company Secretary in practice (Membership No.: 28907 | C.P. No.: 14596) as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 48^th AGM to be held for the financial year 2029-30 i.e. to conduct the Secretarial Audit from the financial year 2025-26 to the financial year 2029-30.

Brief profile of M/s. Nidhi Bajaj & Associates., Company Secretary in practice, is separately provided in the Notice of ensuing AGM. Ms. Nidhi Bajaj has given her consent to act as the Secretarial Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations; and (ii) she is not disqualified to be appointed as the Secretarial Auditor in terms of provisions of the Act, Rules made thereunder and SEBI Listing Regulations.

Cost records and Cost audit

Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed as Annexure D to the Board''s report.

Declaration on adherence with Company''s code of Conduct & Ethics

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, declaration stating that the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as part of Corporate Governance Report.

Deposits from Public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Particulars of Loans, Guarantees or Investments under section 186 of the Act

During the year under review, the Company has not granted any loans, Guarantees nor made any Investments covered under the provisions of Section 186 of the Act.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling complaints of sexual harassment and is compliant with law of the Land. Company has also constituted an Internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. During the year 2024-25, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.galaxvcloudkitchens.in.

Detection of Fraud

During the year under review, no fraud has been reported by the auditor''s viz. statutory and secretarial auditors to the Audit Committee or the Board in terms of Section 143(12) of the Act.

The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (IBC, 2016) during the year along with status at the end of the financial year

The Company has not made any application nor is any proceeding pending against the company under IBC, 2016.

The details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks and financial institutions along with reasons thereof

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

Acknowledgement

The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Mar 31, 2024

Your Directors take pleasure in presenting the Forty-Second Annual Report of Galaxy Cloud Kitchens Limited on the business and operations of the Company along with audited financial statements for the financial year ended March 31, 2024.

Financial Results

The Company''s financial performance for the year ended March 31, 2024 is as below:

Standalone

(Rs in thousands)

Particulars	Year ended	Year ended
Particulars	31.03.2024	31.03.2023
Revenue from operations	21,232.30	1,08,372.06
Other Income	23,227.87	65,374.39
Total Income	44,460.17	1,73,746.45
Personnel Cost	16128.78	36361.20
Operating and other expenses	67045.07	121181.21
Total Expenditure	83173.85	157542.41
Profit before Interest, Depreciation and Tax	(38,713.68)	16,204.04
Less: Interest	11,640.27	5352.88
Less: Depreciation	3153.26	4024.51
Profit/(Loss) from Ordinary Operation before tax	(53,507.21)	6826.65
Less: Provision for Tax	-	-
Profit/(Loss) from Discontinued Operation	(88794.76)	(96785.68)
Profit/(Loss) after Tax	(1,42,301.97)	(89,959.02)
Other Comprehensive Income/Loss for the year (net of tax)	708.10	5406.02
Other Comprehensive Income/Loss for the year	(1,41,593.87)	(84,553.00)

Result of Operations and the State of the Company''s Affairs

During the year under review, your Company had earned revenue from operations (Gross) of Rs. 21232.30 thousands. The loss before finance cost, depreciation and amortization was of Rs. 38713.68 thousands as against Profit of Rs. 16204.04 thousands in the previous year. The loss after tax was Rs. 142301.97 thousands as against loss of Rs. 89,959.02 thousands in the previous year.

Promoter Reclassification

During the year 2021-22, some of the Promoters of the Company had submitted their request to discontinue as Promoters of the Company and further requested the Company to re-classify them under public category. To give effect to the same, the Company had taken approval of the Shareholders by way of postal ballot, after receiving recommendation from the Board in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), based on which an application had been forwarded to the Bombay Stock Exchange (âBSEâ) where the shares of the Company are listed. BSE vide its letter dated 25^th April, 2024 approved the said reclassification. Post the approval of reclassification application, the following Shareholders have been reclassified from ''Promoter/Promoter Group'' to ''Public''.

Name of the Shareholder	No. of Shares held	Shareholding Percentage (%)
Atul Ruia	50,000	0.11
Bellona Hospitality Services Ltd	36,86,491	8.20
Ashbee Investments And Finance Private Limited	3,50,000	0.78
Senior Advisory Services Pvt. Ltd	97,237	0.22
Ashok Apparels Pvt Ltd	47,500	0.11
TOTAL	42,31,228	9.42

Business Outlook

The Company operates Cloud Kitchens in Mumbai and Gurugram. Cloud Kitchens are mainly engaged in manufacturing of fresh foods ranging from fresh bakery, desserts, hot meals, cold meals to home meal convenience foods and ready to eat products. Currently the Company does private labelling for renowned players in retail industry and caters to QSR Companies having PAN India presence. The Company is currently operating in B2B model. However, in view of continued losses in the cloud kitchens business division resulting in continued negative cash flow, as per the decision of the management, the Company commenced its foray into retail supermarket operations business. Accordingly, the Company would be approaching shareholders for suitable approvals for commencement of the Supermarket operation business under name and style of ''Galaxy Supermarket'' on review of success of its pilot store and after ascertaining the scope, viability, profitability etc. Based, on successful role out of the retail business operations, the Company aims to gradually phase-out of Cloud Kitchens business and focus in its Retail Supermarket operations in the times to come. The management is also planning to deal with its curated brands for specific product categories.

Dividend

The Board of Directors of the Company have not recommended any dividend on equity shares in respect of the financial year 202324. Provisions of Regulation 43A of the SEBI Listing Regulations with regard to formulation of Dividend Distribution Policy are not applicable to the Company.

Transfer to Reserves

Share Capital

During the year under review, there was no change in the share capital of the Company.

Change in nature of Business

During the year under review there were no change in the nature of business of the Company. However, post the end of FY 2023-24, the Company commenced its foray into retail supermarket operations business and basis positive feedback, the Company aims to gradually phase-out of Cloud Kitchens business and focus in Retail Supermarket operations in the times to come.

Internal Controls

The Company has internal control systems and procedures commensurate with its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures, applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

Internal Financial Controls

Risk Management

The Board of Directors of the Company have formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash Flow Statement for the year ended March 31, 2024 has been provided in the Annual Report and which forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2024 is set out in this Annual Report.

Subsidiaries and Associates

Secretarial Standard

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited.

Particulars of Employees and other additional information

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Annual Return

The Annual Return as on March 31, 2024 in terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the website of the Company - www.galaxvcloudkitchens.in

Particulars of Contracts and arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on arm''s length and in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Corporate Governance

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the auditor''s certificate on corporate governance is enclosed as Annexure C to the Board''s report. The auditor''s certificate for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender that will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www. galaxvcloudkitchens.in. Additional details on Board diversity are available in the Corporate Governance report that forms part of this Annual Report.

Disclosures related to Board, Committees, Policies and number of Board meetings

On March 30, 2024, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of SEBI Listing Regulations.

As on March 31,2024, the Board had three statutory committees: the Audit Committee, Nomination, Remuneration and Compensation Committee and the Stakeholders Relationship Committee. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2024, the Board of Directors of the Company consisted of Ms. Pinki Dixit, Whole-time Director, Mr. Vijai Singh Dugar, Ms. Dimple Somani and Ms. Mala Saxena, Independent Directors, Mr. Sunil Biyani and Mr. Sunil Samal, Non-Executive Directors.

During the year under review, Mr. Nishant Dholakia, Executive Director and Chief Executive Officer (DIN:05200058) resigned from the Board with effect from 20^th December 2023. The Company on the recommendation from Nomination, Remuneration and Compensation Committee and subject to the consent of Members at a General meeting, appointed Ms. Pinki Dixit as Additional Director and Whole-time Director with effect from. 20th January 2024. The Company held its Extra-Ordinary General Meeting on 13th February 2024 wherein Members of the Company appointed Ms. Pinki Dixit as Whole-time Director for a period of three years.

During the year under review, Mr. Rajesh Mittal (DIN: 00231710) resigned from the Board as Independent Director with effect from 21st August 2023 due to personal reasons and confirmed that there is no other reason other than those stated in his resignation letter dated 21^st August 2023. Consequently, Mr. Rajesh Mittal also ceased to be a member of Audit committee, Nomination, Remuneration & Compensation Committee and Stakeholders Relationship Committee with effect from 21^st August, 2023.

Mr. Manoj Khemka (DIN: 09686636) resigned from the Board as Independent Director with effect from 24^th September 2023 due to personal reasons and confirmed that there is no other reason other than those stated in his resignation letter dated 24^th September 2023. Consequently, Mr. Manoj Khemka also ceased to be a member of Audit Committee.

During the year under review, Company appointed Mr. Vijai Singh Dugar (DIN: 06463399) as Additional Independent Director with effect from 14^th November 2023. Company further appointed Ms. Mala Saxena as Additional Independent Director with effect from 20^th January, 2024. Further, at Extra-ordinary General Meeting (âEGMâ) held on 13^th February 2024, both Mr. Vijai and Ms. Mala were appointed as Independent Directors for a period of five years.

During the year under review, Mr. Swapnil Kothari (DIN: 05235636) resigned as Non-Executive Director with effect from 17^th August 2023 due to pre-occupation and confirmed that there is no other reason other than those stated in his resignation letter dated 17^thAugust 2023. Consequently, Mr. Swapnil Kothari also ceased to be a member of Audit Committee, Nomination, Remuneration & Compensation Committee and Stakeholders Relationship Committee with effect from 17^th August, 2023.

Company appointed Mr. Sunil Samal (DIN:10468907) with effect from 20^th January 2024 as Additional Non-Executive Director who was later appointed as Non-Executive Director liable to retire by rotation at EGM held on 13^th February 2024.

The Board is of the opinion that Independent Directors are persons of integrity and possess requisite expertise and experience required to fulfil the duties as an Independent Director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Mr. Sunil Biyani (DIN: 00006583) is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting (âAGMâ) and being eligible, has offered himself for being re-appointed at the AGM. The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr. Sunil Biyani. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (âSS-2â) forms part of the Notice calling the AGM.

The Board wishes to place on record their appreciation for the contributions made by each Director during their tenure as member of the Board of Directors of the Company.

During the year under review, Ms. Neelu Jain resigned as the Company Secretary of the Company from the close of the working hours of May 6, 2023. Ms. Jyoti Shetty, an associate member of the Institute of Company Secretaries of India, was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 10, 2023 and she resigned from the said post with effect from August 17, 2023.

Post the year end, Company has appointed Mr. Harsh Joshi as Company Secretary and Compliance Officer of the Company with effect from 19th April 2024.

During the year under review, Mr. Suraj Bhatt resigned as the Chief Financial Officer of the Company from the close of the working hours of 25^th April, 2023. Mr. Prince Singh was appointed as the Deputy Chief Financial Officer of the Company with effect from 24^thMay, 2023.

Audit Committee

The Composition, terms of reference, powers and role of Audit Committee of the Company are disclosed in the Corporate Governance

Report, which forms part of this Annual Report. There were no instances where the Board did not accept the recommendations of the Audit Committee.

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ''Nomination, Remuneration and Compensation Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Policy on Directors'' Appointment and Remuneration

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

In a separate meeting of independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive Director and non-executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board and the Nomination Remuneration and Compensation Committee reviewed the performance of individual Directors on the basis of 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.

Moreover, further detail regarding skill, expertise and competencies of Directors are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Details of meetings of Shareholders

The last Annual General Meeting of the Company was held on September 29, 2023. The details regarding Shareholders Meeting and Postal Ballot are disclosed in the Corporate Governance Report, which forms part of this Annual Report..

Declaration by Independent Directors

Director''s Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in preparation of the annual accounts for the financial year, the applicable accounting standards have been followed and there are no material departures, wherever applicable;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditor s'' Report

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. M/s. S A R A & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No. 120927W, Statutory Auditors of the Company, holds office till the conclusion of the ensuing 42^nd Annual General Meeting (âAGMâ) and are not eligible for reappointment in line of completion of their maximum term.

Accordingly, Board of Directors recommend appointment of M/s. Yogesh Kansal & Company (FRN: 507136C) as Statutory Auditors of the Company for a period of five years. Necessary resolution pertaining to appointment of statutory auditors forms part of the Notice of ensuing AGM. M/s. Yogesh Kansal & Company have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India. As required under the provisions of section 139 of the Act, the Company has obtained a written certificate from the Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in the said section. The Board recommends their appointment. Members are requested to appoint the Statutory Auditors of the Company for a period of five consecutive from the financial year 2024-25 to 202829 and fix their remuneration.

The Auditors report to the members read together with the relevant notes thereon are self-explanatory and hence do not warrant any comments under section 134(2)(f) of the Act. As required under Regulation 33(d) of the Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued in terms of the Peer Review issued by the Peer Review Board of the Institute of Chartered Accountants of India The Notes on financial statement referred to in the Auditor''s Report are self - explanatory and do not call for any further explanation. The Auditor''s Report does not contain any qualification, reservation or adverse remark or disclaimer and does not contain any instances of fraud as mentioned under Section 143 of the Act. The Auditors'' Report contains Emphasis of Matter and Material Uncertainty Related to Going Concern which is given hereunder along with Management''s explanation. The Auditors'' Report is enclosed with the financial statements as a part of this Annual Report.

Auditors'' Comments

Management''s Response

Emphasis of Matter:

We draw attention to Note 29 in the financial statements, which discloses a significant item related to discontinued operations in Hosur road Factory, Bangalore & in Andheri (E) commissary, Mumbai. The Assets Held for sale of Rs. 6,230.31/- (in thousands) and the loss from discontinued operations amounting to Rs. 88,794.76/- (in thousands) which have material implications on the financial statements.

During the year under review, the Management had curtailed its operations in Mumbai and Bengaluru commissaries in order to reduce losses and conserve resources.

Material Uncertainty Related to Going Concern:

Management believes that the present negative networth is a temporary phase and Management further believes that with the diversification of the Company into new Retail Supermarket division, Company will see positive cash flows. Further, Company''s present action of closing down the non-profit making commissaries and further objective to phase-out of non-performing cloud kitchen business and shift its forte in the new division would ensure the positive cash flows, which would help in turning networth positive. Accordingly the accounts are prepared on going concern basis.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj & Associates, Practising Company Secretary (Membership No. 28907/Certificate of Practice No. 14596) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023-24.The Secretarial Auditors'' Report for the financial year 2023-24 is enclosed as Annexure D which forms part of this Report.

Auditors'' Comments

Management''s Response

Post the resignation of the erstwhile Chief Financial Officer w.e.f 25^th April 2023, the Company has not appointed new Chief Financial Officer as on date of this report as mandated under Section 203 of the Companies Act, 2013 read with Rules 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Company is in process of appointing a right candidate for the position of Chief Financial Officer (âCFOâ) after taking into consideration various candidature requirements and budgetary limitations. In the meantime, in order for smooth functioning of accounts and finance department, Company has already appointed Deputy Chief Financial Officer immediately at the next Board Meeting after the resignation of erstwhile CFO

BSE Limited has levied fines as per SEBI circular no. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Chapter-VII(A)-Penal Action for Non-Compliance) related to noncompliance of Regulation 6(1) and Regulation 18(1) and Regulation 20(2/2A) of SEBI (LODR) Regulations, 2015. As explained to us by the management and based on our review, Company has complied with the said non-compliance as on 31st March, 2024 (except compliance with Regulation 6(1) of SEBI (LODR) Regulations, 2015 which was compiled with post the end of financial year and as on date of signing this report) and subsequently Company has applied to the Stock Exchange for Waiver of the fines imposed. Status of the waiver application as on date of this report is ''Case is under process with Listing Operation team''

Company witnessed resignation of Directors which affected composition of various statutory committees. However, Company has appointed new Directors and re-constituted statutory committees as per the provisions of SEBI (LODR) Regulations thereby regularising the non-compliance.

Company could not comply with Regulation 6(1) of the SEBI (LODR) Regulations as on 31^st March, 2024 which was regularised after appointing new Company Secretary and Compliance Officer on 19^th April, 2024.

Cost records and Cost audit

Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Disclosure relating to equity shares with differential rights

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

Disclosure relating to sweat equity shares

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange

Declaration on adherence with Company''s code of Conduct & Ethics

Deposits from Public

Particulars of Loans, Guarantees or Investments under section 186 of the Act

During the year under review, the Company has not granted any loans, Guarantees nor made any Investments covered under the provisions of Section 186 of the Act.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling complaints of sexual harassment and is compliant with law of the Land. Company has also constituted an Internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. During the year 2023-24, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

Detection of Fraud

During the year under review, no fraud has been reported by the auditor''s viz. statutory and secretarial auditors to the Audit Committee or the Board in terms of Section 143(12) of the Act.

The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (IBC, 2016) during the year along with status at the end of the financial year

The Company has not made any application nor is any proceeding pending against the company under IBC, 2016.

The details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from banks and financial institutions along with reasons thereof

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

Acknowledgement

For and on behalf of the Board of Directors Galaxy Cloud Kitchens Limited

Sd/- Sd/-

Pinki Dixit Sunil Biyani

Whole-time Director Director

DIN: 10469085 DIN: 00006583

Place: Delhi Place: Mumbai

Date: 24^th May, 2024 Date: 24^th May, 2024

Mar 31, 2023

Your Directors take pleasure in presenting the Forty-first Annual Report of Galaxy Cloud Kitchens Limited on the business and operations of the Company along with audited financial statements for the financial year ended March 31,2023.

Financial Results

The Companyâs financial performance for the year ended March 31,2023 is as below:

Standalone

Particulars	Year ended	Year ended
	31.03.2023	31.03.2022
Revenue from operations	2,20,827.35	2,21,589.96
Other Income	70,767.04	34,014.04
Total Income	2,91,594.39	2,55,604.00
Personnel Cost	58,582.66	55,433.80
Operating and other expenses	2,35,473.77	1,68,393.11
Total Expenditure	2,94,056.43	2,23,826.91
Profit/(Loss) before Interest, Depreciation and Tax	-2,462.04	31,777.09
Less: Interest	9,257.74	4,084.39
Less: Depreciation	23,788.28	32,182.79
Profit/(Loss) from Ordinary Operation before tax	-35,508.06	-4,490.09
Less Provision for Tax	-	-
Profit/(Loss) from Continuing Operation after Tax	-35,508.06	-4,490.09
Less: Loss from Discontinued Operation	-54,450.96	13,450.67
Profit/(Loss) after Tax	-89,959.02	8,960.58

RESULT OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your Company had earned revenue from operations (Gross) of Rs. 2,20,827.35 thousand. The Loss before finance cost, depreciation and amortization was of Rs. (2,462.04) thousands as against Profit of Rs. 31,777.09 thousands in the previous year. The operating Loss after tax was Rs. (89,959.02) thousand as against Profit of Rs. 8960.58 thousands in the previous year.

During the year 2021-22, some of the Promoters of the Company had submitted their request to discontinue as Promoters of the Company and further requested the Company to re-classify them under public category. To give effect to the same, the Company had taken approval of the Shareholders by way of postal ballot, after receiving recommendation from the Board in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), based on which an application has been forwarded to the Bombay Stock Exchange (âBSEâ) where the shares of the Company are listed. A reply is awaited from the BSE regarding the same.

Business Outlook

Dividend

The Board of Directors of the Company have not recommended any dividend on equity shares in respect of the financial year 202223. Provisions of Regulation 43A of the SEBI Listing Regulations with regard to formulation of Dividend Distribution Policy are not applicable to the Company.

Transfer to Reserves

Share Capital

During the year under review, there was no change in the share capital of the Company.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures, applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

Internal Financial Controls

Risk Management

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, Cash Flow Statement for the year ended March 31, 2023 has been provided in the Annual Report and which forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2023 is set out in this Annual Report.

Subsidiaries and Associates

Secretarial Standard

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited.

Particulars of Employees and other additional information

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companyâs financial position, have occurred between the end of the financial year and date of this Report.

Annual Return

The Annual Return as on March 31, 2023 in terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on the website of the Company - www.galaxycloudkitchens.in

Particulars of Contracts and arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on armâs length and in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions of the Act and the SEBI Listing Regulations. Pursuant to Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Corporate Governance

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the auditorâs certificate on corporate governance is enclosed as Annexure D to the Boardâs report. The auditorâs certificate for financial year 2022-23 does not contain any qualification, reservation or adverse remark.

Board Diversity

the Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www.galaxycloudkitchens.in. Additional details on Board diversity are available in the Corporate Governance report that forms part of this Annual Report.

Disclosures related to Board, Committees, Policies and number of Board meetings

During the year, 6 (six) Board Meetings were convened and held through audio/video conferencing, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

On January 23, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of SEBI Listing Regulations.

As on March 31, 2023, the Board had three committees: the Audit committee, Nomination, Remuneration and Compensation Committee and the Stakeholders Relationship Committee. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. Details of Committees of the Company along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2023, the Board of Directors of the Company consisted of Mr. Nishant Dholakia, Executive Director, Mr. Rajesh Mittal, Ms. Dimple Somani and Mr. Manoj Khemka, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

During the year under review, Mr. Nishant Dholakia, Chief Executive Officer (DIN : 05200058) was appointed as an Additional Executive Director of the Company by the Board of Directors with effect from May 23, 2022. Further, the Shareholders of the Company approved the appointment of Mr. Nishant Dholakia as an Executive Director of the Company for a period of five years with effect from May 23, 2022.

Mr. Manoj Khemka (DIN: 09686636) and Ms. Dimple Somani (DIN: 09685900) were appointed as Additional Independent Director(s) of the Company at the meeting of the Board of Directors held on July 26, 2022. Further, at the 40th Annual General Meeting of the Company held on September 24, 2022, Mr. Manoj Khemka and Ms. Dimple Somani were appointed as Independent Director(s) by the Shareholders of the Company, for a period of five consecutive years from July 26, 2022 to July 26, 2027

The Board is of the opinion that Independent Directors possess highest standards of integrity and requisite expertise and experience required to fulfil the duties as an Independent Director of the Company..

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Mr. Nishant Dholakia is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting (âAGMâ) and being eligible, has offered himself for being re-appointed at the AGM.

The Notice convening forthcoming AGM includes the proposal for re-appointment of Mr. Nishant Dholakia. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (âSS-2â) forms part of the Notice calling the AGM.

Mr. Sharad Rustagi (DIN: 07232913), Independent Director of the Company resigned from the Board of the Company with effect from July 25, 2022, due to preoccupation and confirmed that there is no other reason other than those stated in his resignation letter dated July 25,2022. Consequently, Mr. Sharad Rustagi also ceased to be a member of Audit committee with effect from July 26, 2022.

Ms. Udita Jhunjhunwala (DIN: 00120951) completed her second term as Independent Director of the Company on September 17, 2022. Ms. Udita Jhunjhunwala ceased to be a member of Audit committee and Nomination, Remuneration and Compensation Committee with effect from July 26, 2022 due to expiry of her term as Independent Director.

The Board wishes to place on record their appreciation for the contributions made each Director during their tenure as member of the Board of Directors of the Company.

Ms. Shruti Shrivastava resigned from the post of Company Secretary and Compliance Officer of the Company with effect from the close of the working hours of September 24, 2022. Ms. Neelu Jain, an associate member of the Institute of Company Secretaries of India, was appointed as Company Secretary and Compliance Officer with effect from November 5, 2022.

After the year under review, Ms. Neelu Jain resigned as the Company Secretary of the Company from the close of the working hours of May 6, 2023. Ms. Jyoti Shetty, an associate member of the Institute of Company Secretaries of India, was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 10, 2023 and she resigned from the said post with effect from August 17, 2023. The Company is in the process of appointing a Company Secretary and the same shall be complied within the prescribed time.

Mr. Atul Joshi has resigned from the post of Chief Financial Officer of the Company from the close of the working hours of July 31, 2022. Mr. Suraj Bhatt Chartered Accountant, was appointed as the Chief Financial Officer of the Company with effect from August 1, 2022 in his place. Further, Mr. Suraj Bhatt resigned as the Chief Financial Officer of the Company from the close of the working hours of April 25, 2023. After the year under review, Mr. Prince Singh was appointed as the Dy. Chief Financial Officer of the Company with effect from May 24, 2023.

After the year under review following change shave taken place in the Board composition:

1. Mr. Swapnil Kothari resigned as a Director of the Company with effect from August 17, 2023.

2. Mr. Rajesh Mittal resigned as an Independent Director of the Company with effect from August 21, 2023.

The Board wishes to place on record their appreciation for the contributions made each Director during their tenure as member of the Board of Directors of the Company.

Audit Committee

Nomination, Remuneration and Compensation Committee

Policy on Directors'' Appointment and Remuneration

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

Moreover, further detail regarding skill, expertise and competencies of Directors are disclosed in the Corporate Governance Report which forms part of this Annual Report.

Declaration by Independent Directors

Director''s Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in preparation of the annual accounts for the financial year, the applicable accounting standards have been followed and there are no material departures, wherever applicable;

ii. the Directors 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 the Company at the end of the financial year and of the Loss of the Company for the year ended on that date;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls have been laid down to be followed by the Company and that such

internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditor s'' Report

At the thirty seventh AGM held on September 16, 2019, the Members approved re-appointment of S A R A & Associates, Chartered Accountants (Registration No. 120927W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the forty second AGM of the Company.

The Auditorsâ Report on the financial statements for the financial year ended March 31, 2023 does not contain any qualification, observation, emphasis of matter of adverse remark and doesn''t contain any instances of fraud as mentioned under Section 143 of the Act. The Auditorsâ Report is enclosed with the financial statements as a part of this Annual Report.

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 179 and 204 of the Act and rules made thereunder, M/s. Nidhi Bajaj & Associates, Practising Company Secretary (Membership No. 28907/Certificate of Practice No. 14596) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2022-23.The Secretarial Auditorsâ Report for the financial year 2022-23 is enclosed as Annexure C which forms part of this Report. The said Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks.

Cost records and Cost audit

Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

Disclosure relating to equity shares with differential rights

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

Disclosure relating to sweat equity shares

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of orders passed by Regulators or Courts or Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange

Declaration by Executive Director and CEO

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, declaration stating that the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of Directors and senior management is enclosed as Annexure F.

Deposits from Public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDepositsâ in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Particulars of Loans, Guarantees or Investments under section 186 of the Act

During the year under review, the Company has not granted any loans, Guarantees nor made any Investments covered under the provisions of Section 186 of the Act.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company follows a gender-neutral approach in handling complaints of sexual harassment and is compliant with law of the Land. We have also constituted an Internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. During the year 2022-23, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

Detection of Fraud

During the year under review, no fraud has been reported by the auditor''s viz. statutory and secretarial auditors to the Audit Committee or the Board in terms of Section 143(12) of the Act.

Acknowledgement

For and behalf of the Board of Directors

Nishant Dholakia Sunil Biyani

Executive Director and Director

Place: Mumbai Chief Executive Officer DIN: 00006583

Date: 25/08/2023 DIN: 05200058

Mar 31, 2018

Directors'' Report

To,

The Members of Galaxy Entertainment Corporation Limited

Your Directors take pleasure in presenting the Thirty Sixth Annual Report of the Company on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2018.

Financial Results

The Company''s financial performance for the finanacial year ended March 31, 2018 is summarized below: Standalone

		(Rs in lakhs)
Particulars	Year ended 31.03.2018	Year Ended 31.03.2017
Revenue from operations	4,052.43	4,174.82
Other Income	201.83	691.30
Total Income	4,254.26	4,866.12
Personnel Cost	638.12	70.02
Operating and other expenses	4268.86	6115.10
Total Expenditure	5356.98	6185.12
(Profit/Loss) before Interest, Depreciation and Tax	(1102.72)	(1319.00)
Less: Interest	-	-
Less : Depreciation	100.81	100.75
Profit/(Loss) before tax	(1203.53)	(1419.75)
Less Provision for Tax	-	-
Profit/(Loss) after Tax	(1203.53)	(1419.75)

Performance of the Company

During the year under review, Your Company had earned revenue from operations (Gross) of Rs 4052.43 Lakhs. The Loss before finance cost, depreciation and amortization was of Rs (1102.72) Lakhs (-27.21% of total revenue) as against Rs (1319.00) Lakhs (-26.78% of total revenue) in the previous year. The operating Loss after tax reduced to Rs (1203.53) Lakhs (-29.70% to revenue) as against Rs (1419.75) Lakhs (-34.01% of revenue) in the previous year, showing a positive trend. The Company is targeting to achieve break even in current financial year.

Business Review

During the year under review, the Company has opened 5 commissaries in India. The Company operates Commissaries in Mumbai, Pune, Bengaluru, Hyderabad and Kolkata. Commissaries are mainly focused on manufacturing of fresh foods ranging from fresh bakery, desserts, hot meals, cold meals to home meal convenience foods and ready to eat products. Currently the Company does private label for renowned players in retail industry and caters to QSR companies having PAN India presence.

Dividend

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2017-18. Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") with regard to formulation of Dividend Distribution Policy are not applicable to our Company.

Transfer to Reserve

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 ("the Act") has been furnished.

Increase in Share Capital

Pursuant to the approval granted by the shareholders at their Extra Ordinary General Meeting of the Company held on December 8, 2017, the Authorised share Capital of the Company had increased from Rs 20,00,00,000/-(Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity shares of Rs 10/- (Rupee Ten) each to Rs 40,00,00,000/- (Rupees Forty Crores) divided into 4,00,00,000 (Four Crore) Equity shares of Rs 10/- (Rupees Ten) each fully paidup.

The Issued, Subscribed and Paidup Share Capital of the Company as on March 31, 2018 is Rs 25,22,93,700/-divided into 2,52,29,370 equity shares of Rs 10/- fully paidup each.

Issue and allotment of Equity shares & Compulsorily Convertible Debentures (CCDs) on preferential basis

â¢ During the year under review, the Committee of Directors of the Company at their meeting held on January 2, 2018, had issue and allotted 95,79,435 Equity shares of Rs 10/- each at a premium of Rs 11/- per share fully paidup on preferential allotment basis to Promoter group and/or Investors.

â¢ The Committee of Directors of the Company at their meeting held on January 2, 2018 had issued and allotted 9,88,744 Compulsorily Convertible Debentures (CCDs) having face value of Rs 100/- each fully paidup to Central Departmental Stores Private Limited, promoter group Company, on preferential allotment basis, carrying a coupon rate of 0.01% per annum, which shall be converted into 47,08,304 Equity Shares of Rs 10/- each at a conversion price of Rs 21/- each within 18 months from the date of allotment in one or more tranches.

Conversion of CCDs into Equity Shares:

The Committee of Directors at their meeting held on April 3, 2018 had converted 4,52,179 CCDs out of 9,88,744 CCDs into 21,53,233 Equity shares having face value of Rs. 10/- each fully paidup at a conversion price of Rs. 21/- each.

Registered office of the Company

During the year under review, the registered office of the Company has been shifted from 3rd floor, Block A, Orchid City Centre Mall, 225, Belasis Road, Mumbai Central, Mumbai-400008 to Eyelet House, M.S. Patel Compound, Near John Baker Bus Stop, Opp. Shah Industrial Estate, Saki-Vihar Road, Saki Naka, Andheri (East), Mumbai-400072, w.e.f. November 8, 2017.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures, applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations, Cash Flow Statement for the year ended March 31, 2018 has been provided in the Annual Report and which forms part of this report.

Subsidiaries

The Company is not a holding Company in terms of Section 2 (46) of the Act. There are no subsidiary, associate or joint venture Companies within the meaning of Section 2(6) of the Act. Hence, Form AOC-1 pursuant to provisions of Section 129(3) of the Act, is not provided in this report.

Particulars of Employees and other additional information

The ratio of the remuneration of each key managerial personal (KMP) to the median of employee''s remuneration as per section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of the Board''s Report under (Annexure W).

None of the employees are drawing remuneration as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as (Annexure ''B'') and which forms part of this Report.

A copy of the same is also placed at the website of the Company and shall be available at www.thegalaxycorp.com

Board Diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.the Qalaxy corp.com.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mrs. Nidhi Bajaj of M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-2018 is annexed herewith as (Annexure ''C'') and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Corporate Governance

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At GECL, the goal of corporate governance is to ensure fairness for every shareholder. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of the team. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the auditor''s certificate on corporate governance is enclosed as (Annexure ''D'') to the Board''s report. The auditor''s certificate for financial year 2018 does not contain any qualification, reservation or adverse remark.

Management''s discussion & analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 of Listing Regulations is provided in a separate section and forms an integral part of this Report.

Disclosures related to Board, Committees, Policies and number of Board meetings Meetings of Board

The Board of Directors met five (5) times during the financial year ended March 31, 2018 in accordance with the provisions of the Act and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on February 13, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act and the provisions of Listing Regulations.

The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Act. The Audit Committee comprises of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors and Mr. Swapnil Kothari, Non-Executive Director. Five meetings of the Audit Committee were held during the year. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

The Board had judicious combination of Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2018, the Board of Directors of the Company consists of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

In terms of the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Biyani retires by rotation at the ensuing AGM and being eligible seeks for re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 149 of the Act read with Listing Regulations, your Board of Directors recommend for re-appointment of Mr. Sharad Rustagi, as Independent Directors for a further term of 5 (five) consecutive years commencing from September 29, 2018 to September 28, 2023.

The notice convening forthcoming AGM includes the proposal for appointment/re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and

other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM. None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act.

During the year under review, Mr. Vikas Kedia, Chief Financial Officer/Compliance Officer had resigned from the post of Chief Financial Officer/Compliance of the Company and the followings Key Managerial Personnels of the Company were appointed w.e.f. from November 8, 2017:

Mr. MayankTandon	- Chief Executive Officer
Ms. Suchita Rajput	- Company Secretary
Mr. Tanuj Agarwal	- Chief Financial Officer

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Act, the Company has received individual declaration from all independent Directors, confirming that they fulfill the criteria of independence laid down in Section 149 of the Act and Regulation 25 of Listing regulation.

Policy on Director''s Appointment and Remuneration

The policy of the Company on Director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act is available on our website at www.theQalaxycorp.com.

There has been no change in the policy since last fiscal. We affirm that the sitting fees paid to Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Board Evaluation

Listing Regulations mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of Directors on various parameters.

The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Act, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Corporate Governance report.

Familiarization program for independent Directors

At the time of the appointment of an independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The letter of appointments issued to Independent Directors is available on our website at www.theQalaxycorp.com.

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website viz. www.thegalaxycorp.com.

Listing on Stock Exchange

The Company has entered into Listing Agreement with BSE Limited (BSE) in terms of the Listing Regulations and the listing fee for the year 2018-19 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Director''s Responsibility statement

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures, wherever applicable;

ii. such accounting policies have been selected and applied 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, 2018 and of the loss of the Company for the year ended on that date;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ''Nomination, Remuneration and Compensation Committee''for matters relating to constitution, meetings, functions of the Committee.

Secretarial Standard

The Company complies with all applicable secretarial standards. Auditors and Auditor''s Report

M/s. S A R A & Associates, Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 120927W, have been appointed as the Statutory Auditors of the Company for a period of 3 years From the conclusion of thirty fourth AGM till the thirty seventh AGM of the Company subject to ratification by the members in every AGM.

In view of recent amendment in the Act, which were notified with effect from May 07, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of Auditors at every year has been removed and accordingly, there is no requirement of ratification of appointment of Auditors.

The Statutory Auditors have confirmed their eligibility to continue to act as the auditors of the Company and they are not disqualified from completing the term of appointment.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No instance of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Act. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to Company.

Related Party Transactions

All transactions with related parties are placed before the Audit Committee for review and approval. Prior omnibus approval has obtained for transactions with related parties which are repetitive in nature.

All transactions entered into with related parties during the financial year under review were in ordinary course of Business and on arm''s length basis. During the year under review, the Company has not entered

into any material related party transactions, as defined under the RPT policy of the Company. Accordingly, the disclosure in respect of contracts or arrangement with related parties, as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") as approved by the Board is available on the website of the Company www.thegalaxycorp.com.

Disclosure relating to equity shares with differential rights

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulators or Courts or Tribunals which can have an impact on the going concern status and the Company''s operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

Declaration by Chief Executive Officer

As per Regulation 34(3) read with Schedule V of the Listing Regulations, declaration stating that the members of board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of Directors and senior management is enclosed as (Annexure T'').

Deposits from Public

Disclosures under section 134(3)(l) of the Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this report.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

Details of loans, Guarantees and Investments covered under the provisions of Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

Prevention of Sexual Harassment Policy

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with law of the Land. We have also constituted an internal Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013. All employees (Permanent, contractual, temporary and trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment. Green Initiatives

Electronic copies of the Annual report 2017-18 of 36th Annual General Meeting are sent to all members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Vigil Mechanism

The Company has established a vigil mechanism to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation the code of conduct or policy/ies of the Company, as adopted/framed from time to time.. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website viz. http://www.theQalaxycorp.com/ Corporate Policies and Code.html

Detection of Fraud

No Fraud has been reported by the auditor''s viz. statutory and internal auditors to the Audit Committee or the Board in terms of Section 143 (12) of the Act.

Acknowledgement

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, bankers, suppliers and business partners.

Cautionary Note

The statements forming part of the Director''s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and behalf of the Board of Directors

	Sunil Biyani	Sharad Rustagi
Place: Mumbai	(Director)	(Director)
Date: August 2, 2018	DIN: 00006583	DIN: 07232913

ANNEXURE ''A'' TO THE BOARD''S REPORT

DETAILS PERTAINING TO REMUNERATION 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.

i. The Directors of the Company does not draw remuneration from the Company. Hence, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company cannot be determined.

ii. The percentage increase in remuneration of Chief Financial Officer, Chief Executive Officer and Company Secretary of the Company during the financial year 2017-18, is as under:

The Chief Financial Officer, Chief Executive Officer and Company Secretary of the Company has been appointed w.e.f November 8,2018. Hence, percentage of increase in remuneration cannot be determined.

iii. The percentage increase in the median remuneration of employees in the financial year: N.A.* iv. There are 310 permanent employees on the rolls of Company as on March 31, 2018.

v. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial period i.e. 2016-17: N.A.*

vi. Percentage increase/ (decrease) in the managerial remuneration: N.A.

vii. Justification, including any exceptional circumstances, for increase in the managerial remuneration: N.A.

viii. The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

* The percentage increase in median remuneration and average percentage increase/decrease in salary of employees cannot be determined for the period under the review because 292 employees out of 310 permanent employees were appointed during the year and hence the same cannot be determined.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

i. There were no employees in the Company who were drawing a remuneration throughout the financial year 2017-18 as stipulated in Rule 5 (2) (i).

ii. There were no employees in the Company who were drawing a remuneration for the part of the financial year 2017-18 as stipulated in Rule 5 (2) (ii).

iii. The Directors of the Company does not draw remuneration from the Company and none of the employees directly or indirectly holds more than 2% of the equity shares of the Company.

For and behalf of the Board of Directors

Place: Mumbai	Suchita Rajput
Date: August 2, 2018	Company Secretary

ANNEXURE ''B'' TO THE BOARD''S REPORT

EXTRACT OF ANNUAL RETURN as on the financial year ended March 31, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

FORM NO. MGT - 9 I. Registration and other details

CIN	L51900MH1981PLC024988
Registration Date	13/08/1981
Name of the Company	Galaxy Entertainment Corporation Limited
Category / Sub-Category of the Company	Company having Share Capital
Address of the Registered Office and contact details.	Eyelet House, M.S. Patel Compound, Opp. Shah Industrial Estate, Saki-Vihar, Andheri (East), Mumbai - 400072 Tel. No: 022-61994412
Whether Listed Company	Yes
Name, address and contact details of Registrar and Transfer Agent, if any	TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 Oil. Tel No.: 022-66568484 Email Id: csa-unit@)tsrdarashaw.com

II.	Principal Activities of the Company
	All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
	Name and Description of main NIC Code of the Product/ Service % to total turnover of the Products / Services Company
	Food & Beverages 107 93.44

III.	Particulars of Holding, Subsidiary and Associate Companies
	Name and address of the Company	Corporate Identify Number	Holding / Subsidiary/ Associate	% of Shares Held	Applicable Section
	NIL	NIL	NIL	NIL	NIL

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Shareholding -

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				o/o Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	o/o Change during the year
A. Promoters
1) Indian
a) Individual / HUF	50,000	-	50,000	0.32	50,000	-	50,000	0.20	-0.12
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corporate	91,19,163	-	91,19,163	58.27	1,34,00,653	-	1,34,00,653	53.11	-5.16
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any Other	~	~	~	~	~	~	~	~	-
Sub Total (A)(l)	91,69,163	-	91,69,163	58.59	1,34,50,653	-	1,34,50,653	53.31	-5.28

2) Foreign
a) NRI''s- Individuals	-	-	-	-	-	-	-	-	-
b) Other -Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corporate	-	-	-	-	-	-	-	-	-
d) Banks / FI	-	-	-	-	-	-	-	-	-
e) Any Other	-	-	-	-	-	-	-	-	-
Sub Total (A)(2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoters (A) = (A)(1) (A) (2)	91,69,163		91,69,163	58.59	1,34,50,653		1,34,50,653	53.31	-5.28

B. Public Shareholding
1) Institutions
a) Mutual Funds / UTI	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt.	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FII''s	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)
Foreign Portfolio Investors	-	-	-	-	-	-	-	-	-
Sub-Total (B) (1)	-	-	-	-	-	-	-	-	-
2) Non - Institutions
a) Bodies Corporate i. Indian	28,96,142	100	28,96,242	18.51	69,07,603	100	69,07,703	27.38	8.87
ii. Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i. Individual Shareholders holding nominal share capital upto ? 1 lakh	17,81,093	42,191	18,23,284	11.65	15,66,915	42,191	16,09,106	6.38	-5.27
ii. Individual Shareholders holding nominal share capital in excess of ? 1 lakh	15,44,422	18,000	15,62,422	9.98	31,17,863	18,000	31,35,863	12.43	2.45
c) Others (specify)
i. Non-Resident Indian (Repat)	43,650	-	43,650	0.28	30,284	-	30,284	0.12	-0.16
ii. Non-Resident Indian (Non-Repat)	69,867	-	69,867	0.45	58,680	-	58,680	0.23	-0.21
iii. Clearing Member	85,307	-	85,307	0.55	37,081	-	37,081	0.15	-0.40
iv. Directors & Relative	-	-	-	-	-	-	-	-	-
v. Trusts	-	-	-	-	-	-	-	-	-
Sub-Total (B) (2)	64,20,481	60,291	64,80,772	41.41	1,17,18,426	60,291	1,17,78,717	46.69	5.28
Total Public Shareholding (B)=(B)(1) (B)(2)	64,20,481	60,291	64,80,772	41.41	64,20,481	60,291	1,17,78,717	46.69	5.28
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grant Total (A B C)	1,55,89,644	60,291	1,56,49,935	100.00	2,51,69,079	60,291	*2,52,29,370	100.00	-

* During the F.Y. 2017-18, the Company had allotted 95,79,435 Equity shares of ? 10/- each at a premium of ? Ill- each fullypaid on preferential basis to Promoter group Company and/or Investors.

ii. Shareholding of Promoters

Name of Shareholder	Shareholding at the beginning of the year			Shareholding at the end of the year			% of change in Shareholding during the year
Name of Shareholder	Number of Shares	% of Total Shares of the Company	% of Shares Pledged / encumbered to total shares	Number of Shares	% of Total Shares of the Company	% of Shares Pledged / Encumbered to total shares	% of change in Shareholding during the year
Future Enterprises Limited	49,37,935	31.55	Nil	49,37,935	19.57	Nil	-11.98
Central Departmental Stores Private Limited (#)	0	0	Nil	42,81,490	16.97	Nil	16.97
Bellona Hospitality Services Ltd.	36,86,491	23.56	Nil	36,86,491	14.61	Nil	-8.95
Ashbee Investments & Finance Pvt. Ltd.	3,50,000	2.24	Nil	3,50,000	1.39	Nil	-0.85
Senior Advisory Services Pvt. Ltd.	97,237	0.62	Nil	97,237	0.39	Nil	-0.24
Atul Ashok Ruia	50,000	0.32	Nil	50,000	0.20	Nil	-0.12
Ashok Apparels Pvt. Ltd.	47,500	0.30	Nil	47,500	0.19	Nil	-0.11
Total	91,69,163	58.59	Nil	1,34,50,653	53.31	Nil	-5.28

(#) 42,81,490 Equity Shares has been allotted to Central Departmental Stores Private Limited, Promoter Group Company on preferential allotment basis on January 2, 2018.

iii. Changes in Promoters Shareholding (Please specify, if there is no change)

	Shareholders Name	Shareholding at the beginning of the year 01.04.2017		Date	Increase/ Decrease in shareholding	Reason	Shareholding at the end of the year 31.03.2018
	Shareholders Name	No. of shares	% of total shares of the Company	Date	Increase/ Decrease in shareholding	Reason	No. of shares	% of total shares of the Company
1.	Future Enterprise Limited	49,37,935	31.55	02/01/2018	-11.98	Note	49,37,935	19.57
2.	Central Departmental Stores Private Limited			02/01/2018	16.97	Allotment of 42,81,490 Equity shares on preferential basis	42,81,490	16.97
3.	Bellona Hospitality Services Limited	36,86,491	23.56	02/01/2018	-8.95	Note	36,86,491	14.61
4.	Ashbee Investments & Finance Private Limited	3,50,000	2.24	02/01/2018	-0.85	Note	3,50,000	1.39
5.	Senior Advisory Services Private Limited	97,237	0.62	02/01/2018	-0.24	Note	97,237	0.38
6.	Atul Ashok Ruia	50,000	0.32	02/01/2018	-0.12	Note	50,000	0.20
7.	Ashok Apparels Private Limited	47,500	0.30	02/01/2018	-0.11	Note	47,500	0.19
	Total	91,69,163	58.59		-5.28		1,34,50,653	53.31

Note . Dilution of % of shareholding pursuant to allotment of Equity shares to Promoter group Company and/ or to Investors on January 2, 2018.

iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

For each of the Top 10 Shareholders	Shareholding at the beginning of the year		Shareholding at the end of the year
For each of the Top 10 Shareholders	No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
1. Darshita Landed Property LLP	-	-	33,33,924	13.21
2. Eclipse Trades Private Ltd.	10,29,432	6.58	10,29,432	4.08
3. Vikas Kushal Pincha	-	-	9,82,011	3.89
4. Merlin Enclaves Private Ltd.	8,95,626	5.72	8,95,626	3.55
5. C Mackertich Private Limited	7,02,926	4.49	7,02,926	2.79
6. Osian Townships And Resorts Pvt Ltd	-	-	4,91,005	1.95
7. Aishwarya Vikas Pincha	-	-	4,91,005	1.95
8. Shivanand Shankar Mankekar	3,24,302	2.07	3,24,302	1.29
9. Coppola Holdings Private Ltd.	1,24,255	0.79	1,24,255	0.49
10. Kedar Shivanand Mankekar	1,04,600	0.67	1,04,600	0.41

v. Shareholding of Directors and Key Managerial Personnel

Each of the Directors and KMP	Shareholding at the beginning of the year.		Cumulative Shareholding during the year
Each of the Directors and KMP	No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
At the beginning of the year	-	-	-	-
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/sweat equity etc):	-	-	-	-
At the end of the year	-	-	-	-

V. INDEBTEDNESS-

(? In Crores)

Indebtedness of the Company including interest outstanding/accrued but not due for payment
	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount	7.24	12.28	-	19.52
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total (i ii iii)	7.24	12.28	-	19.52
Change in Indebtedness during the financial year
i. Addition	-	-	-	-
ii. Reduction	(4.01)	(11.15)	-	(15.16)
Net Change	3.23	1.13	_	4.36
Indebtedness at the end of the financial year
i. Principal Amount	2.17	1.13	1.44	4.74
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total (i ii iii)	2.17	1.13	1.44	4.74

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No	Particulars of Remuneration	Amt in Rs	Amt in Rs
1)	Gross Salary	-	-
	a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 b) Value of perquisites under Section 17(2) Income Tax Act, 1961 c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	-	-
2)	Stock Options	-	-
3)	Sweat Equity	-	-
4)	Commission - as % of profit - as others specify	-	-
5)	Others , Please specify	-	-
	Total A	-	-

B. Remuneration to other Directors:

(Amt in

C.	s. No	Particulars of Remuneration	Fee for attending board / committee Meetings	Commission	Others, please specify	Total Amount
	1.	Independent Directors 1. Rajneesh Agarwal 2. Udita Jhunjhunwala 3. Sharad Rustagi	1,50,000 1,65,000 1,55,000	-	-	1,50,000 1,65,000 1,55,000
		Total (1)	4,70,000	-	-	4,70,000
	2.	Other Non- Executive Directors 1. Sunil Biyani 2. Swapnil Kothari	30,000 1,55,000	-	-	30,000 1,55,000
		Total (2)	1,85,000	-	-	1,85,000
		Total (B) = (1 2)	6,55,000	-	-	6,55,000
		Total Managerial Remuneration
		Overall Ceiling as per the Act	Sitting fees is paid within the limit specified under the Companies Act, 2013.
	Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs in lakhs)

Sr. No.	Particulars of Remuneration	Key Managerial Personnel
		Mayank Tandon	Tanuj Agarwal	Suchita Rajput
1.	Gross salary	25.41	6.37	2.69
	a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
	b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961	0.88	0.13	-
	c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961	-	-	-
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission as % of profit	-	-	-
5.	Others, Allowances	-	-	-
	Total	26.29	6.50	2.69

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.

ANNEXURE ''C TO THE BOARD''S REPORTS

FORM NO. MR. 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

GALAXY ENTERTAINMENT CORPORATION LIMITED

CIN: L51900MH1981PLC024988

Eyelet House, M.S. Patel Compound, Opp. Shah Industrial Estate, Saki-Vihar, Andheri (E), Mumbai - 400 072.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GALAXY ENTERTAINMENT CORPORATION LIMITED (CIN: L51900MH1981PLC024988) (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company''s books, legal papers, minutes books, forms and returns filed and other records maintained by the Company, and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 and made available to me, according to the provisions of:

i. The Companies Act, 2013 ("the Act'') and the rules made thereunder to the extent applicable; ii. The Securities Contracts (Regulation) Act, 1956 CSCRA'') and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings, as applicable;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act''):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. The Management has identified and confirmed the following laws as specifically applicable to the Company i. Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971, ii. Maharashtra Plastic Carry Bags (Manufacture and Usage) Rules, 2006, iii. Maharashtra State Tax on Professions, Trades, Callings And Employments Act, 1975,

iv. Environment (Protection) Act, 1986,

v. E-Waste (Management and Handling) Rules, 2011, Maharashtra Shops and Establishments Act, 1948,

vi. The Trade Marks Act, 1999,

vii. The Prevention of Food Adulteration Act, 1954,

viii. Food Safety and Standards Act, 2006 and Food Safety and Standards Act, 2011 and applicable general business laws, rules, regulations and guidelines.

2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 CSEBI Act'') were not applicable to the Company during the financial year under report:-

a. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

c. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 requiring compliance thereof by the Company during the Audit period.

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

3. I have also examined compliance with applicable clauses of Secretarial Standards including the amended Secretarial standards applicable with effect from 1st October, 2017 issued by the Institute of Company Secretaries of India under the provisions of the Act.

During the Financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

During the period under review the Company has complied with the provisions of the above mentioned Act, Rules, Regulations, Guidelines and Standards mentioned above subject to the following observation:

â¢ The Company has complied with the provisions related to appointment of Key Managerial Personnel in terms of the provisions of Section 203 of the Act and Rules 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

â¢ The Company has made preferential allotment of 95,79,435 Equity Shares of ? 10/- each fully paidup at a premium of Rs 11/- each & 9,88,744 Compulsorily Convertible Debentures (CCDs) of Rs 100/- each fully paidup having a tenure of 18 months.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, Independent Directors and Woman Director. No composition of the Board of Directors took place during the financial year under report.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

None of the members have communicated dissenting views, in the matters/agenda proposed from time to time for consideration of the Board and its Committee thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As informed, the Company has responded appropriately to communication received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found necessary.

	For Nidhi Bajaj & Associates
	Company Secretaries
Date : July 30, 2018	Nidhi Bajaj
Place : Mumbai	Proprietor
	ACS- 28907
	COP-14596

ANNEXURE ''D'' TO THE BOARD''S REPORT PRACTICING COMPANY SECRETARY''S CERTIFICATE ON CORPORATE GOVERNANCE

The Members of Galaxy Entertainment Corporation Limited

I have examined the compliance of conditions of corporate governance by Galaxy Entertainment Corporation Limited ("the Company"), for the financial year ended March 31, 2018, as prescribed in Regulation 17 to 27, 46 (2) (b) to (i) and para C, D, and E of Schedule V of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The compliance conditions carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Company Secretaries of India and was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Listing Regulations. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me and based on the representations made by the Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations.

I state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Amit Samani & Co.

Company Secretaries

s/d

Amit Samani

Proprietor CP. NO: 7966 Place: Mumbai Date: August 2, 2018

ANNEXURE ''E'' TO THE BOARD''S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014] A. CONSERVATION OF ENERGY

a) Energy Conservation steps taken;

b) Steps taken by the Company for utilizing alternate sources of energy and

c) Capital investment on energy conservation equipment''s.

Disclosure for (a) to (c): The Company''s operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Business Intelligence Team whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity.

TECHNOLOGY ABSORPTION Research and Development (R & D):

Specific areas in which R&D is carried out by the Company:	Nil
Benefits derived as a result of the above R&D
Future Plan of Action
Expenditure on R & D a. Capital b. Recurring c. Total d. Total R&D expenditure as a percentage of total turnover	Nil

C.	Technology absorption, adaptation and innovation:
	Efforts in brief, made towards technology absorption, adaptation and innovation			Nil
	Benefit derived like product improvement, cost reduction, product development, import substitution etc.			Nil
	In case of Imported Technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: a) Technology Imported b) Year of Import c) Has technology been fully absorbed d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action			Nil
	FOREIGN EXCHANGE EARNINGS AND OUTGO		(Amount in ?)
		Current Year	Previous Year
	Foreign Exchange Earnings	-	-
	Foreign Exchange Outgo	-	-

ANNEXURE T'' TO THE BOARD''S REPORTS DECLARATION BY CHIEF EXECUTIVE OFFICER

The Members Galaxy Entertainment Corporation Limited

Sub: Declaration regarding compliance with the Company''s Code of Conduct for Directors and Employees

Ref: Regulation 34 (3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I, Mayan Tandon, Chief Executive Officer of Galaxy Entertainment Corporation Limited, hereby declare that all the members of the Board of Directors and Senior Management have affirmed compliances with the Code of Conduct for Directors and Employees of the Company.

	for Galaxy Entertainment Corporation Limited
	Sd/-
Place: Mumbai	Mayank Tandon
Date: August 2, 2018	Chief Executive Officer

Mar 31, 2016

To,

The Members of Galaxy Entertainment Corporation Limited

The Directors take pleasure in presenting the Thirty Fourth Annual Report together with the audited financial statements for the year ended March 31, 2016.

Financial Results

The Company''s financial performance for the year ended March 31, 2016 is summarized below:

Standalone

(Rs,in lakhs)

Particulars	Year ended	Year Ended
	31.03.2016	31.03.2015
Revenue from operations	4284.58	4055.67
Other Income	677.42	492.75
Total Income	4962.00	4548.42
Personnel Cost	203.01	344.22
Operating and other expenses	4528.17	3811.15
Total Expenditure	4731.18	4155.37
Profit before Interest, Depreciation and Tax	230.82	393.05
Less: Interest	164.79	114.09
Less : Depreciation	268.28	264.57
Profit/(Loss) before tax	(202.25)	14.39
Less Provision for Tax	-	-
Profit/(Loss) after Tax	(202.25)	14.39

Dividend

Your Directors have not recommended any dividend for the financial year ended March 31, 2016.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

- providing assurance regarding the effectiveness and efficiency of operations;

- efficient use and safeguarding of resources;

- compliance with policies, procedures and applicable laws and regulations; and

- transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions and activities to ensure that systems and procedures are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

The Company also has a budgetary control system to monitor expenditure against approved budgets on an ongoing basis.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value.

Share Capital

The Authorized Share Capital of the Company is Rs, 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 equity shares of Rs, 10/- each.

The issued, subscribed and paid up Share Capital of the Company as on March 31, 2016 was Rs, 15,64,99,350/divided into 1,56,49,935 equity shares of Rs, 10/- each.

Subsidiaries

At the beginning of the year, the Company had 2 subsidiaries as follows:

Sr. no.	Name of the Subsidiary	% of Holding
1	Galaxy Rain Restaurants Private Limited	Wholly owned Subsidiary
2	Rain Fruits and More Private Limited	72.19 %

As on March 31, 2016, the aforesaid companies ceased to be the subsidiaries of Galaxy Entertainment Corporation Limited consequent to the sale of investments approved by the members of the Company by way of postal ballot on March 29, 2016.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to provisions of Section 129(3) of the Act, Form AOC-1 (Annexure ''A'') is attached to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the Company are available on our website, www.thegalaxycorp.com. These documents will also be available for inspection during business hours at our registered office at Mumbai.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of SEBI Listing Regulations, the Cash Flow Statement for the year ended March 31, 2016 has been provided in the Annual Report and which forms part of this report.

Particulars of Employees and other additional information

For the financial year under review, none of the employees of the Company fall under the revised ceiling limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided under (Annexure ''BO.

Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate on corporate governance issued by Mr. Krishna Rathi of M/s. Krishna Rathi & Associates, Practicing Company Secretary, forms part of this report.

Management''s Discussion and Analysis Report

The Management Discussion & Analysis Report as required under Regulation 34 of the Listing Regulations is presented separately and forms part of this report.

Disclosures related to Board, Committees, Policies and number of Board meetings

The Board of Directors met four (4) times during the financial year 2015 -16. The details of board meetings and the attendance of Directors are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors and Mr. Swapnil Kothari, Non-Executive Director.

Four meetings of the Committee were held during the year. For further details, please refer Corporate Governance Report forming part of the Annual Report.

Directors

The Board of Directors of the Company consists of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sharad Rustagi, Independent Directors, Mr. Sunil Biyani and Mr. Swapnil Kothari, Non-Executive Directors.

Re-appointment

In terms of the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Biyani retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

The brief resume and other information as required under Regulation 36 of SEBI Listing Regulations relating to Mr. Sunil Biyani, forms part of the Notice of ensuing Annual General Meeting. None of the Directors are disqualified for appointment / reappointment under Section 164 of the Companies Act, 2013.

Declarations by Independent Directors

The Company has received individual declarations from all the Independent Directors of the Company stating that they fulfill the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI Listing Regulations.

Policy on Director''s Appointment and Remuneration

The Board has, in compliance with Section 178 of the Companies Act, 2013 and on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the said policy are stated in the Corporate Governance Report.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of directors on various parameters.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Corporate Governance report.

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

Listing

The Company has entered into Listing Agreement with BSE Limited (BSE) during December 2015 in terms of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing fee for the year 2016-17 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, an extract of the Annual Report in prescribed format in form MGT-9 is attached as (Annexure ''C'').

Director''s Responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm the following:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors'' Report

M/s. S A R A & Associates., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Firm Registration No. 120927W, hold office till the conclusion of the Thirty Seventh Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditor''s Report are self - explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Audit

The Board has appointed Mrs. Nidhi Bajaj of M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-2016 and for the financial year 2016-2017. The report of the Secretarial Auditor in Form MR-3 is annexed to this report as (Annexure ''D'') to this Report. The Secretarial Auditors Report for the Financial Year 201516 does not contain any qualification, reservation or adverse remark other than appointment of Company Secretary and Managing Director.

Particulars of Contracts or Arrangement with Related Parties

All Related Party Transactions that were entered into during the financial year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

There are no material significant RPTs made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC -2 is not required. The Board has approved and adopted Policy on Related Party Transactions and the same is uploaded on the Company''s website at www.thegalaxycorp.com.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The Policy is available on the Company''s website www.thegalaxycorp.com.

Disclosure relating to equity shares with differential rights

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued or granted any Employee Stock Option Scheme and Employee Stock Purchase Scheme during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity shares

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure of Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Detection of Fraud

No Fraud has been reported by the auditors viz. statutory and internal auditors to the Audit Committee or the Board in terms of sub-section (12) of Section 143 of the Companies Act, 2013.

Deposits from Public

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received by the Company related to sexual harassment.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website viz. http://www.thegalaxycorp.com/Corpopolicecode.html

Remuneration Policy

The Board has, on the recommendation of the Nomination, Remuneration & Compensation Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Energy, Technology Absorption and Foreign Exchange

Information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is included in (Annexure ''E'').

Acknowledgement

Cautionary Note

For and behalf of the Board of Directors

Sunil Biyani Udita Jhunjhunwala

Place: Mumbai (Director) (Director)

Date: August 12, 2016 DIN: 00006583 DIN: 00120951

Mar 31, 2014

To ,

The Members of Galaxy Entertainment Corporation Limited

The Directors have pleasure in presenting the Thirty Second Annual Report on the operations of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2014.

Financial Performance:

a. Standalone (Rs. in lacs)

Particulars Current Year Previous year (2013-2014) (2012-2013)

Revenue from operations 3528.60 2802.49

Other Income 443.60 11.38

Total Income 3972.20 2813.87

Personnel Cost 283.88 270.83

Operating and other expenses 3108.76 1279.05

Total Expenditure 3392.64 1549.88

profit before Interest, Depreciation and Tax 579.56 1263.99

Less: Interest 77.16 311.90

Less : Depreciation 472.86 493.93

profit/(Loss) before tax 29.54 458.16

Less Provision for Tax - -

profit/(Loss) after Tax 29.54 458.16

b. Consolidated (Rs. in lacs)

Particulars Current Year Previous year (2013-2014) (2012-2013)

Revenue from operations 3528.60 2802.49

Other Income 443.60 11.38

Total Income 3972.20 2813.87

Personnel Cost 283.88 270.83

Operating and other expenses 3109.00 1278.54

Total Expenditure 3392.88 1549.37

profit before Interest, Depreciation and Tax 579.32 1264.51

Less: Interest 77.16 311.90

Less : Depreciation 472.86 493.94

profit/(Loss) before tax 29.31 458.67

Less: Provision for Tax - -

profit/(Loss) after Tax 29.31 458.67

DIVIDEND:

With a view to conserve the resources for the future operations, your Directors have thought it prudent not to recommend any dividend for the year ended March 31, 2014.

DIRECTORS

The Board of Directors of the Company consists of Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala, Independent Directors, M r. Swapnil Kothari and M r. Sunil Biyani, Non-Executive Directors.

During the Financial Year 2013-14, M r. Shishir Baijal, Non Executive Director resigned from the Board w.e.f. May 28, 2013. The Board of Directors places on record its deep sense of appreciation of the valuable contributions made by M r. Shishir Baijal as Director.

Pursuant to the provision of section 152 of the Companies Act, 2013 M r. Sunil Biyani, will retire by rotation at the ensuing Annual General Meeting. Mr. Sunil Biyani being eligible has offered himself for reappointment. The Board recommends his re-appointment.

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, read with clause 49 of the Listing Agreement your Board of Directors recommends the appointment of Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala, as Independent Directors in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years commencing from September 18, 2014 to September 17, 2019.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from members of the Company, signifying their intention to propose the candidatures of the said two Directors for the offices of Independent Directors of the Company, respectively at the ensuing Annual General Meeting. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of director by rotation shall not be applicable to appointment of Independent Directors. None of the above mentioned persons is disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

The Company has also received the requisite disclosures/declarations from Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala as required under Section 149 and other applicable provisions of the Companies Act, 2013.

The brief resume and other information as required under Clause 49(IV)(G) of the Listing Agreement relating to Mr. Rajneesh Agarwal, Ms. Udita Jhunjhunwala and Mr. Sunil Biyani, forms part of the Notice of ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable standards had been followed along with proper explanations relating to material departures;

- the Directors 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 of the Company for that period;

- the Directors took proper and suffcient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSITS AND LOANS /ADVANCES:

Your Company has not accepted any deposits from the public, or its employees during the year under review.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

SUBSIDIARY COMPANY:

As on March 31, 2014, the Company has two subsidiaries, namely Galaxy Rain Restaurants Private Limited and Rain Fruits And More Private Limited.

FINANCIALS OF SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs vide General Circular No. 2 / 2011 dated February 8, 2011 has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of the Companies Act, 1956 in relation to the attaching of balance sheets and other documents of subsidiary companies with the Holding Company, subject to fulfllment of the conditions specified in the said circular.

Your Company has availed the general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1)(a) to (d) of the Companies Act, 1956 relating to Company''s subsidiaries are not attached to the Balance Sheet of your Company. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept open for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statement and in compliance with the provisions of Listing Agreement with the BSE Limited, the audited consolidated financial statements are provided in the Annual Report.

CASH FLOW STATEMENT:

In Conformity with the provisions of clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2014 has been provided in the Annual Report and which forms part of this report.

LISTINg:

The equity shares of the Company are listed on the BSE Limited and the listing fee for the year 2014-15 has been paid.

The Company has entered into necessary agreements with the National Securities Depository Limited (NSDL) for availing the Depository services.

AUDITORS:

M/s. S A R A & Associates, Chartered Accountants (Firm Registration No. 120927W), the Statutory Auditor of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

As per the recommendation of the Audit Committee, the Board of Directors recommend the re-appointment of M/s. S A R A & Associates, Chartered Accountants as Statutory Auditor of the Company for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s Thirty third Annual General Meeting.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

CONSERVATION OF ENERgY, TECHNOLOgY ABSORPTION AND FOREIgN EXCHANgE EARNINgS AND OUTgO:

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance together with a certifcate from M/s. Krishna Rathi & Associates, Practising Company Secretary, Mumbai, regarding compliance of requirements of Corporate Governance is annexed hereto and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report have been separately furnished in the Annual Report and forms part of the Annual Report.

ACKNOWLEDGEMENT:

Your Directors takes the opportunity to express their deep sense of gratitude to the bankers, government authorities, employees, customers, vendors and suppliers.

Your Director would also like to thank the Members for reposing their confdence and faith in the Company and its Management.

For and behalf of the Board of Directors

Sd/- Sd/- Sunil Biyani Udita Jhunjhunwala (Director) (Director) DIN: 00006583 DIN: 00120951

Place: Mumbai Date: August 11, 2014

Mar 31, 2012

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting 30th Annual Report on the business and operations of the Company, together with theaudited accounts for the year ended March 31,2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-12 31-03-11

Total Income 1736.52 2805.07

Profit/(Loss) before Depreciation and Tax (PBDT) (261.78) (146.89)

Less: Depreciation 542.65 584.25

Profit /(Loss) before Tax (804.43) (731.14)

- Provision for Tax :Prior year - 18.93

Profit/(Loss) after Tax (804.43) (750.07)

Yearand Period under review:

During the year under review, the turnover of the company has decreased to Rs.1,736.52 lacs as against Rs.2,805.07 lacs in the corresponding previous year because of gaming business given on hire basis. Losses have been increased before Depreciation and Taxation at Rs.261.78 lacs as against the Loss of Rs.146.89 lacs in the previous year because of provision of Rs. 150.30 Lacs for Service tax on Rent. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs.804.43 lacs.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors'Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

The Directors 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 the company as at March 31,2012 and the loss of the company for the year ended on that date.

The Directors 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 the company and for preventing and detecting fraud and other irregularities; and

The Directors have prepared the Annual Accounts of the Company on a going concern basis. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Ruia and Ms. Udita Jhunjhunwala, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

During the year under review, Mr. Kishore Biyani, Director resigned from the Board of the Company w.e.f. 11/08/2011. The Board wishes to place on record its appreciation forthe services rendered by him during his tenure with the Company.

Details of the Directors to be appointed/ re-appointed at the forthcoming Annual General Meeting as required pursuanttoclause49(vi)(a)ofthe listing Agreement are given in the notice ofthe Annual General Meeting.

Fixed Deposits

During the year under review, the Company has neither accepted nor renewed any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 ofthe Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2012 and the Reports of the Directors and Auditors thereon of Company's Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited are enclosed with the Annual Report and form part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) ofthe Companies Act, 1956 and have indicated their willingness to continueto the said office.

Auditors'Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) ofthe Companies Act, 1956.

AuditCommittee

The Company has an Audit Committee comprising of Five Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, Mr. Ajay Kejriwal, Mr. Shishir Baijal and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has appointed Mr. Rajneesh Agarwal as the Chairman ofthe Committee.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

A> Conservation of Energy and Technology Absorption

Considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 33 and 34, SignificantAccounting Policies and Notes to Accounts, forming partof audited financial statements.

Particulars as per section 217(2A) of The Companies Act, 1956

The particulars of employees under the provision of section 217 (2A) of Companies Act, 1956 are not given as no employees was in receipt of remuneration specified under the said section.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given inAnnexure"A"to this Report.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Annual Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Company's Bankers, Statutory Authorities, its patrons and all organizations connected with the Company.

For and on behalf of the Board

Place: Mumbai Sunil Biyan Udita Jhujhunwala

Date: May 29,2012 Director Director

Mar 31, 2011

The Members

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting the 29th Annual Report on the business and operations of the company, together with the audited accounts for the year ended March 31,2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-11 31-03-10

Total Income 2805.07 3435.58

Profit/(Loss) before Depreciation and Tax (PBDT) (146.89) (1150.76)

Less: Depreciation 584.25 724.05

Add: Adjustments for exceptional items - (125.11)

Add: Prior Period Items - -

Profit/(Loss) before Tax (731.14) (1999.92)

Provision for Tax:

- Current - -

- Prior year 18.93 -

- Deferred

Profit/(Loss) after Tax (750.07) (1999.92)

Add: Balance brought forward (3791.61) (1791.69)

Balance carried to Balance Sheet (4541.68) (3791.61)

Year and Period under review:

During the year under review, the turnover of the company has decreased marginally to Rs.2805.07 lacs as against Rs.3435.58 lacs in the corresponding previous year. Significant decrease in operating and administrative expenses has helped the Company to report reduced Losses before Depreciation and Taxation at Rs. 146.89 lacs as against the Loss of Rs.1150.76 lacs in the previous year. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs.731.14 lacs.

In view of the losses incurred, certain units reporting substantial losses on account of high fixed costs have been closed. This shall enable the management to focus on existing profit making units as well as to identify new projects with better prospects.

Barring unforeseen circumstances, your Directors are optimistic of reporting far better results in the year ahead.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors'Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

- The Directors 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 the company as at March 31,2011 and the loss of the company for the year ended on that date.

- The Directors 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 the company and for preventing and detecting fraud and other irregularities; and

- The Directors have prepared the Annual Accounts of the Company on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Kejriwal and Mr. Shishir Baijal, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

During the period under review, Mr. Sunil Biyani was appointed as an Additional Director on the Board of Directors. Mr. Sunil Biyani would vacate his office on the date of the ensuing Annual General Meeting of the Company. The Company has received Notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr. Sunil Biyani for the office of Director of the Company. Accordingly, resolution has been proposed in the Notice of the forthcoming Annual General Meeting of the Company for the appointment of Mr. Sunil Biyani as a Director of the Company.

Details of the Directors to be appointed / re-appointed at the forthcoming Annual General Meeting as required pursuant to clause 49 (vi) (a) of the listing agreement are appended here with as Annexurel.

Fixed Deposits

During the year under review, the company has neither accepted nor renewed any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 of the Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2011 and the Reports of the Directors and Auditors thereon of Company's Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited, included in the Annual Report, forms a part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors'Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes to Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Audit Committee

The Company has an Audit Committee comprising of Five Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, Mr. Ajay Kejriwal, Mr. Shishir Baijal and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has appointed Mr. Rajneesh Agarwal as the Chairman of the Committee.

Group

Pursuant to intimation from Pantaloon Retail (India) Limited, Co-promoter(s) and in accordance with Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Regulations") regarding identification of persons constituting "Group" ("within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) are as under. '

Persons constituting "Group" coming within the definition of "Group" for the purpose of Regulations 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, includes the following persons:

1. Pantaloon Retail (India) Limited

2. Mr.Kishore Biyani

3. Mr.Gopikishan Biyani

4. Mr.Laxminarayan Biyani

5. Mr.Vijay Biyani

6. Mr.Sunil Biyani

7. Mr.Anil Biyani

8. Mr.Rakesh Biyani

9. Ms.Ashni Biyani

10. Mr.Vivek Biyani

11. Future Corporate Resources Ltd.

12. PIL Industries Limited

13. Manz Retail Private Limited

14. Future Value Retail Limited

15. Future Ventures lndia Limited

16. Future Realtors India Private Limited

17. Future Capital Investment Private Limited

18. Future Ideas Company Limited

19. Brahmabrata Trading Pvt. Ltd.

20. Eclipse Infrastructure Pvt. Ltd.

21. Saachi Multitrading Pvt. Ltd.

22. Salajung Multitrading Pvt. Ltd.

23. Samreen Multitrading Pvt. Ltd.

24. Sanavi Multitrading Pvt. Ltd.

25. Akar Estate & Finance Pvt Ltd.

26. Silver Base Infrastructure Pvt. Ltd.

27. Gargi Developers Pvt. Ltd.

28. Kishore Biyani HUF

29. Kavi Sales Agency Pvt. Ltd.

30. Softtouch Multitrading Pvt. Ltd.

31. Liquid Foot Infraprojects Pvt. Ltd.

32. Tanushri Infrastructure Pvt. Ltd.

33. Oviya Multitrading Pvt. Ltd.

34. Taraka Infrastructure Pvt. Ltd.

35. Ucchal Infrastructure Pvt. Ltd.

36. Raaka Multitrading Pvt. Ltd.

37. U-Phase Infraprojects Pvt. Ltd.

38. Radha Multitrading Pvt. Ltd.

39. White Circle Mercantile Pvt. Ltd.

40. Raja Infrastructure Pvt. Ltd.

41. White Knight Mercantile Pvt. Ltd.

42. Simple Ton lnvest Trade Pvt. Ltd.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo and Export Initiative:

(A) Conservation of Energy and Technology Absorption

Considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 9 and 10 of Schedule T Significant Accounting Policies and Notes to Accounts, forming part of audited financial statements.

(C) As the company is mainly concentrating on domestic consumption market, it has not considered any export initiative.

Particulars as per section 217(2A)of The Companies Act, 1956

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Director's Report, as an addendum thereto. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts, as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Secretarial Department at the Registered Office of the Company. In addition, the said information shall be available for inspection on all working days at the registered office of the Company.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given inAnnexure"A"to this Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Company's Bankers, Statutory Authorities, its patrons and all organizations connected with the Company. Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board

Sunil Biyani Udita Jhunjhunwala Director Director

Place: Mumbai Date : May 27, 2011

Mar 31, 2010

The Directors of Galaxy Entertainment Corporation Limited (GECL) take pleasure in presenting 28th Annual Report on the business and operations of the company, together with the audited accounts for the year ended March 31,2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended 31-03-10 31-03-09

Total Income 3435.58 3718.22

Profit/(Loss) before Depreciation and Tax (PBDT) (1150.76) (1383.75)

Less: Depreciation 724.05 586.99

Add: Adjustments for exceptional items (125.11) -

Add: Prior Period Items - 41.23

Profit/(Loss) before Tax (1999.92) (1929.51)

Provision for Tax:

- Current - -

- Fringe Benefit - 11.00

Profit/(Loss) after Tax (1999.92) (1940.51)

Add: Balance brought forward (1791.69) 148.82

Balance carried to Balance Sheet (3791.61) (1791.69)

Year and Period under review:

During the year under review, the turnover of the company has decreased marginally to Rs.3435.58 lacs as against Rs.3718.22 lacs in the corresponding previous year. Significant decrease in operating and administrative expenses has helped the Company to report reduced Losses before Depreciation arid Taxation at Rs. 1150.76 lacs as against the Loss of Rs. 1383.75 lacs in the previous year. After providing for Depreciation and adjustments for exceptional items, the Company has reported Net loss of Rs. 1999.92 lacs.

In view of the high losses incurred, certain units reporting substantial losses on account of high fixed costs have been closed. This shall enable the management to focus on existing profit making units as well as to identify new projects with better prospects.

Barring unforeseen circumstances, your Directors are optimistic of reporting better results in the year ahead.

Dividend

In view of the losses incurred, your Directors regret their inability to declare any dividend.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts and there are no material departure;

- The Directors 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 the company as at March 31,2010 and the loss of the company for the year ended on that date.

- The Directors 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 the company and for preventing and detecting fraud and other irregularities; and

- The Directors have prepared the Annual Accounts of the Company on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajneesh Agarwal and Ms. Udita Jhunjhunwala, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

Mr. Arvind Agrawal was appointed as an Alternate Director to Mr. Shishir Baijal with effect from 26th May 2010.

During the year under review, Mr. Anil Harish due to his other pre-occupations had tendered resignation as a Director of the Company. The Board places on record their deep appreciation for the valuable contribution made by Mr. Anil Harish during his association as a Director.

Fixed Deposits

During the year under review, the company has neither accepted nor renewed any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956 and rules made thereunder.

Subsidiary Company

Statement pursuant to Section 212 of the Companies Act, 1956 together with the audited financial statements for the year ended March 31, 2010 and the Reports of the Directors and Auditors thereon of Companys Subsidiaries viz. Galaxy Rain Restaurants Private Limited and Rain Fruits & More Private Limited, included in the Annual Report, forms a part of this report.

Consolidated Financial Statements

In accordance with Accounting Standard (AS-21) on Consolidated Financial Statements, your Directors provide the audited Consolidated Financial Statements in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiaries, as approved by their respective Boards.

Auditors

M/s. Haribhakti & Co, Chartered Accountants the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

Observations, if any, made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Audit Committee

The Company has an Audit Committee comprising of three Non-Executive Directors viz. Mr. Atul Ruia, Mr. Rajneesh Agarwal, and Ms. Udita Jhunjhunwala. Majority of the members of the Committee are Independent Directors. The Board of Directors has been appointed Mr. Rajneesh Agarwal as the Chairman of the Committee.

Group

Pursuant to intimation from Pantaloon Retail (India) Ltd., co-poromoter(s) and in accordance with Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Regulations") regarding identification of persons constituting "Group" ("within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) are as under.

Persons constituting "Group" coming within the definition of "Group" for the purpose of Regulations 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, includes the following persons:

1. Mr. Kishore Biyani

2. Mr. Gopikishan Biyani

3. Mr. Laxminarayan Biyani

4. Mr. Vijay Biyani

5. Mr. Sunil Biyani

6. Mr. Anil Biyani

7. Mr. Rakesh Biyani

8. Ms. Ashni Biyani

9. Mr. Vivek Biyani

10. Future Corporate Resources Limited

11. Pantaloon Industries Limited

12. Varnish Trading Private Limited

13. Manz Retail Private Limited

14. Erudite Trading Private Limited

15. Chaste Investrade Private Limited

16. Future Realtors India Pvt. Limited

17. Future Capital Investment Pvt. Ltd.

18. Future Ideas Company limited

19. Akar Estate & Finance Pvt. Ltd.

20. Pantaloon Retail (India) Ltd.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Companys business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are given in Note No. 9 and 10 of Schedule T Significant Accounting Policies and Notes to Accounts, forming part of audited financial statements.

Particulars as per section 217(2A) of The Companies Act, 1956

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and accounts, as therein set out, are being sent to all members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employees, may write to the Secretarial Department at the Registered Office of the Company. In addition, the said information shall be available for inspection on all working days at the Registered office of the Company.

Corporate Governance

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given in Annexure"A"to this Report.

Acknowledgements

The Directors place on record its deep appreciation for the dedicated services of the executives and staff at all levels of the Company. Grateful thanks are also due to Companys Bankers, Statutory Authorities, its patrons and all organizations connected with the Company. Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board

Place : Murnbai Ashok Ruia Arvind Agrawal

Dated : May 28,2010 Director Alternate Director to

Mr. Shishir Baijal

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