Annual Report 2024-2025
To,
The Members of Galaxy Cloud Kitchens Limited
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. |
Amount in Rs. |
|
(Thousands) |
(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
business—which was mainly manufacturing of fresh foods including bakery products,
desserts, hot meals, cold meals, home meal convenience foods, and ready-to-eat
items—had 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
"SEBI Listing Regulations"), 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 ("the
Act") 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 ("MoA") 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: y providing assurance regarding the
effectiveness and efficiency of operations; y efficient use and safeguarding of resources;
y compliance with policies, procedures, applicable laws and regulations; and y
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
("AGM") 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 ("SS-2") 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 Whole-time 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 CompaniesAct, 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 Annu al Report.
Auditors' Comments |
Management's Response |
Material Uncertainty Related to Going Concern: We draw
attention to Note 32 in the financial statements,The Company is committed to improve its
operational efficiency 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 awhich have been closed by the Company. These initiatives
are going concern. |
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 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 ceasing trading or seeking protection from creditors pursuant to laws or
regulations. |
On the basis of the financial ratios, ageing and expected
datesordinarily viewed as continuing in business for the foreseeable of realization of
financial assets and payment of financialfuture with neither the intention nor the
necessity of liquidation, 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 thea new line of
business of operating chain of retail supermarket Company's adverse financial ratios,
these adverse ratiosstores in the name and style of "Galaxy Supermarket" in FY
2024- indicate a potential risk to the Company's financial position25. The Company has
already opened 12 stores in various tier and performance, raising uncertainty about its
ability to meet its financial obligations and sustain its operations in theCompany would
plan to start similar operations in other nearby foreseeable future. Refer note no. 33. |
As part of its diversification initiative, the Company
has commenced II cities and one Distribution Center in the state of Haryana. The 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. |
Emphasis of matters: |
The company has shut down the commissary business due to continuous
losses incurred in the previous years. This decision 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. |
| We draw attention to Note 29 in the financial statements,has been taken
by the management based on the unanimous which discloses a significant item related to
discontinuedapproval of the Board. Further, the Assets Held for Sale for Rs 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 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: |
|
|
|
| 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. |
|
Other matters: |
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. |
| 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. |
|
Other matters: |
The company has taken the long term leased property and therefore the
Company has classified the lease liability as a long term lease Liability. |
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. Other matters: |
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. |
| 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. |
|
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. |
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. |
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. |
|
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.galaxycloudkitchens.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.
For and on behalf of the Board of Directors Galaxy Cloud Kitchens Limited
Sd/- |
Sd/- |
Pinki Dixit |
Sunil Samal |
Whole-time Director |
Director |
DIN: 10469085 |
DIN: 10468907 |
| Place: Ghaziabad |
Place: Cuttack |
| Date: 29th May, 2025 |
Date: 29th May, 2025 |
|