AGM Details

The 44th Annual General Meeting is scheduled for Monday, September 28, 2026 at 04:30 PM (IST) through Video Conferencing/Other Audio Visual Means.

Business to be Transacted:

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026 with Auditors' report and Board of Directors' report

2. Re-appointment of Mr. Sunil Gopikishan Biyani (DIN: 00006583) who retires by rotation

Special Business:

3. Approval for Material Related Party Transactions with Aadhar Retailing Limited for aggregate value not exceeding ₹45.25 crore during FY 2026-27 and up to date of next AGM

Financial Performance Highlights (FY 2025-26)

  • Revenue from operations: ₹423.14 lakhs (previous year: ₹152.32 lakhs) - 177.82% increase
  • Other Income: ₹8.51 lakhs (previous year: ₹90.79 lakhs)
  • Total Income: ₹423.99 lakhs (previous year: ₹161.40 lakhs)
  • Profit before Interest, Depreciation and Tax: ₹386.80 lakhs (previous year: ₹368.17 lakhs)
  • Interest: ₹122.45 lakhs (previous year: ₹120.16 lakhs)
  • Depreciation: ₹127.80 lakhs (previous year: ₹58.47 lakhs)
  • Profit/(Loss) from Ordinary Operation before tax: ₹136.55 lakhs (previous year: ₹89.54 lakhs)
  • Profit/(Loss) from Discontinued Operation: ₹15.33 lakhs (previous year: ₹(418.61) lakhs)
  • Profit/(Loss) after Tax: ₹151.88 lakhs (previous year: ₹(329.07) lakhs)
  • Other Comprehensive Income/Loss for the year (net of tax): ₹1.89 lakhs (previous year: ₹1.96 lakhs)
  • Total Comprehensive Income/Loss for the year: ₹153.77 lakhs (previous year: ₹(327.11) lakhs)

Operational Highlights

  • Company recorded significant turnaround from loss of ₹329.07 lakhs in FY24-25 to profit of ₹151.88 lakhs in FY25-26
  • Expansion from 1 pilot store to 15 supermarket stores in Haryana state
  • Venture into 'Karmik' brand business - procuring dry fruits in bulk, repackaging into consumer-friendly packs
  • Discontinued operations from commissary units at Bangalore, Mumbai and Gurugram
  • Change in company name from "Galaxy Cloud Kitchens Limited" to "Galaxy Supermarket Limited" effective January 12, 2026
  • Alteration of Objects Clause of Memorandum of Association to align with current business activities

Share Capital Changes

  • Conversion of 24,80,000 Compulsorily Convertible Debentures (CCDs) into 24,80,000 Equity Shares of ₹10 each at premium of ₹1 per share
  • Paid-up equity share capital increased from ₹47.30 crore (4,72,97,674 shares) to ₹49.78 crore (4,97,77,674 shares)
  • Allotment made to Promoter/Promoter Group pursuant to conversion of outstanding CCDs

Material Related Party Transactions

With Aadhar Retailing Limited (ARL) - Entity under common group control:

  • Proposed transactions for FY 2026-27:
  • Sale of Goods (primarily 'Karmik' brand): Up to ₹30.00 crore
  • Sale of Services: Up to ₹15.00 lakh
  • Purchase of Goods: Up to ₹15.00 crore
  • Purchase of Services: Up to ₹10.00 lakh
  • Total aggregate value: ₹45.25 crore

Historical transactions with ARL:

  • FY 2025-26: ₹25.59 crore total transactions
  • Sale of Goods: ₹14.95 crore
  • Sale of Services: ₹10.17 lakh
  • Sale of Capital Goods: ₹19.96 lakh
  • Purchase of Goods: ₹10.32 crore
  • Purchase of Services: ₹1.24 lakh
  • Purchase of Capital Goods: ₹0.40 lakh
  • Q1 FY 2026-27 (Apr-Jun 2026): ₹6.66 crore total transactions
  • Sale of Goods: ₹2.67 crore
  • Sale of Services: ₹2.54 lakh
  • Purchase of Goods: ₹3.96 crore
  • Purchase of Services: ₹0.20 lakh

Board and Management Changes

  • Mr. Prince Singh resigned as Chief Financial Officer effective November 7, 2025
  • Mr. Shashikant Sandbhor appointed as Chief Financial Officer effective November 13, 2025
  • Mr. Vijai Singh Dugar, Independent Director, ceased to be director due to demise effective March 14, 2026
  • Mr. Sunil Samal ceased to be Director effective May 21, 2026 (post year-end)

Auditor Information

  • Statutory Auditors: Yogesh Kansal & Company (FRN: 507136C) appointed for 5 years from conclusion of 42nd AGM
  • Secretarial Auditor: Nidhi Bajaj & Associates, Practicing Company Secretaries
  • Auditor's report includes Material Uncertainty Related to Going Concern emphasis matter due to eroded net worth

Key Financial Ratios (Significant Changes >25%)

  • Debtors Turnover Ratio: 129.98 (prev: 63.65) - 104.22% increase
  • Inventory Turnover Ratio: 5.62 (prev: 1.91) - 194.24% increase
  • Interest Coverage Ratio: 2.24 (prev: -1.72) - significant improvement
  • Operating Profit Margin (%): 4.29% (prev: -13.82%) - 131.04% improvement
  • Net Profit Margin (%): 3.59% (prev: -20.18%) - significant turnaround
  • Return on Net Worth: -8.43% (prev: -16.54%) - improvement

Corporate Governance

  • Board comprises 5 directors: 1 Whole-time, 2 Independent, 2 Non-Executive
  • 4 Board meetings held during FY 2025-26
  • Three statutory committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee
  • No dividend recommended for FY 2025-26

Voting Arrangements

  • Remote e-voting period: September 24, 2026 (9:00 AM) to September 27, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: September 21, 2026
  • NSDL appointed as e-Voting agency
  • Scrutinizer: Mr. Amit Samani, Proprietor of Amit Samani & Co., Company Secretary

Other Material Information

  • Company's net worth remains eroded due to accumulated losses despite current year profit
  • Current liabilities exceed current assets
  • Company has established internal financial controls adequate with its size and operations
  • No fraud reported by auditors during the year under review
  • No material orders passed by regulators/courts impacting going concern status