Galaxy Bearings Ltd Directors Report

To,

The Members,

Galaxy Bearings Limited

The Board of Directors of your Company (“The Board”) takes great pleasure in presenting before you the 35th Annual Report on the Operational and Financial performance of Galaxy Bearings Limited (“the Company”) along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

(RS. In lakhs)

Particulars	March 31, 2025	March 31, 2024
Total Revenue	10674.65	13394.33
Total Expense	8505.07	10621.25
Profit / (Loss) before Interest and Depreciation	2169.58	2773.08
Less: Finance Cost	125.44	50.24
Profit/(Loss) Before Depreciation	2044.14	2722.84
Less: Depreciation and Amortization Expense	191.64	180.44
Profit /(Loss) Before Tax	1852.50	2542.40
Provision for taxation
Less: Current Tax	453.00	511.00
Less: Short / (Excess) Provision of Income Tax of earlier years	(3.81)	(0.60)
Less: Deferred Tax Liability / (Assets)	32.16	147.58
Net Profit / (Loss) After Tax	1371.15	1884.42
Add/(Less): Other Comprehensive income	(16.93)	(7.77)
Total Comprehensive Income for the period	1354.22	1876.64

*Footnote: Previous year figures have been regrouped/re-classified wherever required.

BUSINESS OVERVIEW AND FINANCIAL PERFORMANCE

The total income of your Company for the year ended March 31, 2025 was RS. RS.10674.65 Lakh as against the total income of RS. 13394.33 Lakh for the previous year ended March 31, 2024. The decrease in Total Income during the year under review is primarily attributable to lower sales volume and reduced demand from key sectors, coupled with increased market competition and pricing pressures.

Whereas, the revenue from operations of your company decreased to RS. 10421.86 as against RS. 12711.60 Lakhs in the previous year.

During the year under review, your Company has earned Profit Before Tax of RS. 1852.50 Lakhs as compared to the Profit before tax of RS. 2542.40 Lakhs in the previous year. Further, the profit after tax of your company is of RS. 1371.15 Lakhs as compared to Profit after tax of previous year of RS,1884.42 Lakhs.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend for the year under review.

TRANSFER TO GENERAL RESEREVE

During the year under review, the Company has not transferred any amount to General Reserve of the Company. The Company earned net profit of RS. 1371.15 Lakhs which has been transferred to surplus in the statement of profit and loss account. Thus, total reserve and surplus stood RS. 10358.88 Lakhs at the end of the year.

CHANGE IN NATURE OF BUSINESS

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

Authorized Capital:

During the year under review, there were no changes in the Authorized Capital of your Company:

• The Authorized Capital of your Company is RS. 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital:

During the year under review, there were no changes in the Issue, Subscribed & Paid-up Capital of your Company:

• The Issue, Subscribed & Paid-up Capital of your Company is RS. 3,18,00,000 (Rupees Three Crore Eighteen Lakhs Only) divided into 31,80,000 (Thirty-One Lakh Eighty Thousand) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As of March 31, 2025, your Companys Board had Six members comprising of Executive Directors, and Non-Executive and Non-Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

BOARD MEETING

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 4 (Four) times.

SR.NO.	DATE OF MEETING
1	24.05.2024
2	09.08.2024
3	28.10.2024
4	01.02.2025

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, your Company has Two Non-Executive Independent Directors. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management. The Independent Directors met on February 13, 2025, without the attendance of Non-Independent Directors and members of the management.

The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on website of the Company at https: //www. galaxybearings.com/investor.html.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Brass Industry as a Whole and the business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://www.galaxybearings.com/investor.html.

APPOINTMENT / CESSATION / CHANGE IN DESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Board of Directors or in the composition of the Key Managerial Personnel:

A. Retirement by rotation and subsequent reappointment:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Tuhina Rimal Bera (DIN: 07063420), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mrs. Tuhina Rimal Bera (DIN: 07063420) as Director for your approval.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

SR.NO NAME	DESIGNATION
1 Mr. Bharatkumar Keshavji Ghodasara	Whole-Time Director
2 Mr. Dixit Sureshbhai Patel	Chief Financial Officer
3 Ms. Mona Sharma (Resigned w.e.f.6th September,2025)	Company Secretary officer and Compliance
4 Mrs.Bhumikaben Mukeshbhai Teli (Appointment w.e.f. 27th October,2025)	Company Secretary officer and Compliance

Further, there was no change in the Key Managerial Personnel of your Company during FY 2024-25.

CHANGES IN KMP AFTER THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

During the year under review and till the date of this Report, the following changes took place in the Key Managerial Personnel of the Company:

• Ms. Mona Sharma, Company Secretary and Compliance Officer of the Company, resigned w.e.f. September 6, 2025.

The Board placed on record its appreciation for the valuable services rendered by her/him during the tenure.

• Mrs. Bhumika Teli was appointed as Company Secretary and Compliance Officer w.e.f. October 27, 2025.

PERFORMANCE 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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

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

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the SEBI (LODR) Regulations, 2015) and as part of the best governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy to provide a secure and confidential platform for employees to report concerns related to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct.

The policy fosters a culture of openness and accountability by encouraging employees to raise genuine concerns or grievances without fear of retaliation. Adequate safeguards are in place to protect whistle blowers from any form of victimization for reporting such concerns in good faith.

In exceptional cases, the policy provides for direct access to the Chairman of the Audit Committee, ensuring impartial handling of critical matters. The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism.

During the year under review, no whistle blower was denied access to the Audit Committee. The Whistle Blower Policy is available on the Companys website and can be accessed at https://www.galaxybearings.com/investor.html

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors appointment and remuneration and other matters (“Remuneration Policy”) which is available on the website of your Company at https://www.galaxybearings.com/investor.html

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the FY 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company at https://www.galaxybearings.com/investor.html and in Corporate Governance Report forming part of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits during the current reporting period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans or guarantees or provided security(ies) and has not made any investments as covered under the provisions of section 186 of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.galaxybearings.com/investor.html

RELATED PARTY TRANSACTIONS

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

In terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions.

During the financial year 2024-25, There were no material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements. Also, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence does not form part of this report.

The Companys policy on Related Party Transactions provides clear guidance on identifying related parties, setting materiality thresholds, obtaining necessary approvals, and ensuring appropriate disclosures in line with statutory requirements. The policy is reviewed periodically by the Board and is available on the Companys website at https://www.galaxybearings.com/investor.html

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

The Company recognizes that while business risks cannot be completely eliminated, proactive efforts are made to identify, assess, and mitigate their potential impact on operations. To this end, robust internal control systems have been instituted across all operational areas to ensure that the Companys activities are aligned with its strategic objectives and that resources are utilized optimally. These controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations.

In addition to internal control mechanisms, the Company has implemented a well-defined and structured internal audit system, carried out by an independent, reputed firm of Chartered Accountants. The internal audit is conducted in accordance with an audit plan, which is reviewed annually in consultation with the statutory auditors and the Audit Committee. The audit process focuses on strengthening internal controls and evaluating the Companys risk management framework to ensure effective governance across functions.

The statutory audit of the financial statements for the year ended March 31, 2025, was conducted by M/s. J T Shah & Co., Chartered Accountants (Firm Registration No. 109616W). As part of their engagement, they have also provided a report on the Companys internal financial controls over financial reporting, in accordance with the requirements of Section 143 of the Companies Act, 2013, which is annexed as Annexure B to the Audit Report.

The Audit Committee of the Board plays a critical role in overseeing the Companys internal control and risk management systems. It reviews reports submitted by both the management and the internal auditors, evaluates the statutory auditors findings, and ensures appropriate corrective measures are implemented. The Committee also engages directly with the statutory auditors to assess the adequacy and effectiveness of the internal control environment. Based on its review and evaluation, as required under Section 177 of the Companies Act, 2013, the Audit Committee has concluded that the Companys internal financial controls were adequate and operating effectively as of March 31, 2025.

MATERIAL CHANGES AND COMMITMENT

Subsequent to the close of the half Financial year, on October 30, 2024, the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, designated Galaxy Bearings Limited under Executive Order 14024, in connection with the alleged export of high-priority dual-use equipment to Russia. Consequently, the Company was included in the OFACs Specially Designated Nationals and Blocked Persons (“SDN”) List.

Upon learning of the sanction, the Company immediately issued an intimation to the Stock Exchange vide Ref. No. Galaxy/SEC/24-25/41 dated November 6, 2024, clarifying that the Company was totally unaware of any roller bearings being used or associated with sanctioned entities or individuals. The Company has since taken comprehensive corrective and compliance actions, engaged external legal and regulatory advisors, and is actively cooperating with relevant authorities.

The inclusion of the Company in the OFAC SDN List has adversely impacted export operations and business performance, leading to a decline in profitability during the subsequent period. But, gradually it grows as the management is continuously reviewing its trade, banking, and export compliance framework to mitigate further risk and to restore normal business relations.

Below is the Financial information for that:

SR. NO. QUARTER	PROFIT(In Lakhs)
1 30th June,2024	332.39
2 30th September,2024	472.53
3 31st December,2024	152.52
4 31st March,2025	413.71

Apart from the above, there were no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company during the year under review. Hence, the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations in not applicable to company with regards to this. In Consequence of this the Company is not required furnish the details as per AOC-1.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Zero tolerance towards sexual harassment at the workplace and has adopted a policy on Prevention and prohibition of Sexual Harassment at workplace (“POSH Policy”). The Company has also Put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders.

This Process ensures complete anonymity and confidentiality of information. An Internal Committee (“the IC”) has been constituted to investigate and resolve all sexual harassment complaints reported to this Committee.

During the year under review, zero complaints of sexual harassment was received by the company. However as per regulatory requirement and as per the Provisions of Section 21 and 22 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013, as under:

Number of cases pending at the beginning of the Financial Year	Nil
Number of Complaints filed during the year	Nil
Number of cases pending at the end of the Financial Year	Nil
Details of workshop or Awareness programs against sexual harassment carried out	The IC was constituted and is also represented by a legal person through a POSH partner, Two training sessions were conducted for the IC members.
	All New Joiners are provided POSH orientation and mandatory formal training sessions through E-learning Modules.
	All existing Employees are required to undergo mandatory refresher training through ELearning Modules.
Number of actions taken by the employer or district office	Nil

The Companys Anti-Sexual Harassment Policy, as approved by the Board of Directors, is available on the Companys website and can be accessed a https://www.galaxybearings.com/investor.html

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

Your company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended. We are committed to supporting the health, well-being, and rights of our women employees by providing maternity leave, benefits, and protections in accordance with the law.

This includes paid maternity leave, nursing breaks, and safeguards against dismissal during maternity absence. We ensure a workplace that respects and upholds the rights of expectant and new mothers, promoting a healthy work-life balance and inclusive environment.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such instances occurred during the financial year.

RISK MANAGEMENT

The Company has established a well-defined Risk Management framework that encompasses risk identification, mapping, trend analysis, exposure assessment, and mitigation planning. This framework is designed to proactively address both business and non-business risks that may impact the Companys performance or operations. The primary objective of the risk management mechanism is to minimize the potential impact of identified risks through timely and effective mitigation strategies. The system operates on the principles of risk probability and potential impact, enabling the Company to prioritize and respond to risks based on their severity and likelihood of occurrence.

A comprehensive exercise is conducted at regular intervals to identify, evaluate, monitor, and manage various internal and external risks. This structured approach helps in enhancing decision-making, protecting stakeholder interests, and supporting the achievement of organizational objectives.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As per notification issued by SEBI, transfer of shares in physical form has been stopped, with effect from April 01, 2019. The shareholders who continue to hold shares in physical form even after April 01, 2019, will not be able to lodge the shares with company / its RTA for further transfer. Such shareholders have to mandatorily convert their physical shares to demate form in order to give effect of any transfer. Only the requests for transmission and transposition of securities in physical form will be accepted by the Company / RTAs.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year under review is provided below:

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy:

In line with the Companys commitment towards conversion of energy, Company continues with their efforts aimed at improving energy efficiency practices by:

1. Optimum usage of electricity purchased from Paschim Gujarat Vij Company Limited.

2. Improved efficiency of own generation by usage of diesel generator only for emergencies and as stand by.

3. Natural air ventilation system has been installed on all manufacturing sheds. Apart from saving in energy, a human working comfort has been achieved.

4. Creating awareness of energy saving within the organization to avoid wastage of energy.

5. The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

6. Planted more trees & increased greenery around the factory sheds to reduce carbon footprint.

7. Intensified vigil on wastage/leakage control.

(ii) The steps taken by the company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption:

The technology is indigenous and Company has fully absorbed.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: - NA

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

Research &Development:

a) Specific areas in which R&D carried out by the Company:

• Enhancement of in-house product testing facility

• Product enhancement

b) Benefits derived as result of the above R&D

• New Business opportunity

• Addition of esteemed customers

c) The expenditure incurred on Research and Development: RS.7.17 Lakhs.

d) Foreign Exchange Earnings & Expenditure:

Sr. No. Particulars	2024-2025	2023-2024
1. Details of Foreign Exchange Earnings	1735.08	6975.10
2. Details of Foreign Exchange Expenditure	129.98	231.11

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as ANNEXURE A.

There were no employee(s) in receipt of remuneration of RS. 1.02 Crores or more per annum or in receipt of remuneration of RS. 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Accordingly, no separate annexure in this regard has been included as part of this Report.

In compliance with the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the members excluding the aforementioned details. However, the said information is available for electronic inspection by members. Any shareholder who wishes to obtain a copy of the same may write to the Company Secretary of the Company.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

As per the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance, along with a certificate from a Practicing Company Secretary confirming compliance with the applicable conditions of Corporate Governance, forms part of this Annual Report and is annexed to the Boards Report as ANNEXURE B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed to the Boards Report as ANNEXURE C.

STATUTORY AUDITOR AND THEIR REPORT

M/s. J. T. Shah & Company (Firm Registration No. 109616W), Chartered Accountants, Ahmedabad, were re-appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting (AGM) to hold office till the conclusion of 37th Annual General Meeting of the Company. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

The Notes to the financial statements referred in the Auditors Report are self-explanatory.

INTERNAL AUDITOR

In accordance with Section 138 of the Companies Act, 2013, the Company had appointed M/s. V K Patoliya & Co., Chartered Accountant as its Internal Auditor for the financial year 2024-25.

REPORTING OF FRAUD

The Statutory Auditors of the Company have not reported any instances of fraud, as defined under Section 143(12) of the Companies Act, 2013, during the course of their audit. The Auditors have confirmed that no frauds have been detected that would require reporting under the said provisions.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, on October 30, 2024, the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, designated Galaxy Bearings Limited under Executive Order 14024 for alleged export of high-priority dual-use equipment to Russia. As a result, the Companys name appeared on the OFACs Specially Designated Nationals and Blocked Persons (“SDN”) List.

The Company took immediate corrective and compliance actions upon learning of the sanction and made necessary disclosures to the Stock Exchange vide Ref. No. Galaxy/SEC/24-25/41 dated November 06, 2024, stating that the Company was totally unaware of any roller bearings being used or associated with sanctioned entities or individuals.

The Company continues to engage with its legal and compliance advisors to address the matter and to ensure full regulatory compliance with all applicable trade and export control laws.

No other than mentioned significant or material orders have been passed by any Regulators, Courts, Tribunals, or Statutory/Quasi-Judicial Bodies that could affect the going concern status of the Company or its operations in the future.

The details of ongoing litigations, including those related to tax and other matters, are provided in the Auditors Report and Financial Statements, which are an integral part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There were no proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Jignesh Kotadiya & Co., Practicing Company Secretary, to carry out the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the said financial year is annexed to this Report as an ANNEXURE-D.

There have been No annotations reported by the above Secretarial Auditors in their Report with respect to Non-Compliance by the Company.

Additionally, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 9, 2019 (including any amendments or re-enactments thereof), the Annual Secretarial Compliance Report for the financial year ended March 31, 2025, issued by M/s. Jignesh Kotadiya & Co., through their Proprietor, Mr. Jignesh Kotadiya.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Jignesh Kotadiya & Co., Practicing Company Secretary, as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to shareholders approval at the AGM. M/s. Jignesh Kotadiya & Co., Practicing Company Secretary have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

It does not contain any qualification, reservation or adverse remark except for:

(i) 100% Promoters holding of the Company is not in dematerialized mode. As per Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to have entire promoters holding of the Company in dematerialized mode only.

MANAGMENTS REPLY

The company has sent multiple reminders to promoters, urging them to convert their shares to dematerialized mode. Despite these warnings, promoters have not taken action. They were also informed that failure to comply may lead to difficulties in trading shares, delayed corporate actions, and limited access to information.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects in the areas of environment sustainability, Agroforestry, Maintaining quality of soil and water. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy.

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Annual Report on CSR activities is annexed to this Report as an ANNEXURE-E. The CSR policy is available at the Companys web link i.e. www.galaxybearings.com/investor.html. Further, the Company promises to continue to support social projects that are consistent with the Policy.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In line with good governance practices, the Company has established appropriate systems and controls to ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied with all applicable Secretarial Standards during the financial year.

WEBSITE

The Companys website, www.galaxybearings.com , is an important tool for communication with shareholders. It offers comprehensive information including quarterly and annual financial results, shareholding structure, Board committee compositions, corporate governance documents, policies, and ongoing developments.

The website is fully compliant with applicable provisions of the Companies Act, 2013, relevant rules, and Regulation 46 of the SEBI (LODR) Regulations, 2015.

CYBER SECURITY

In view of the increased cyber-attack scenarios globally, your Company periodically reviews its cyber security maturity and continues to strengthen processes, technology controls, and monitoring mechanisms in line with evolving threat landscapes.

During the year under review, the Company did not face any cyber security incident, breach, or loss of data. The Board remains committed to ensuring robust cyber security practices to safeguard the Companys digital assets and stakeholders interests.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (“PIT Code”) to regulate, monitor and report trading in your Companys shares by your Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”). The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of UPSI. PIT Code is available on your Companys website at https://www.galaxybearings.com/investor.html

MAINTENANCE OF COST RECORDS

The Directors of the Company to the best of their knowledge and belief state that Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant rules made framed thereunder.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

III. There is no revision in the Board Report or Financial Statement;

IV. One-time settlement of loan was obtained from the Banks or Financial Institutions.

V. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;

VI. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Board of Directors expresses their sincere appreciation to all employees of the Company for their hard work, dedication, and continued commitment throughout the financial year. Their efforts have been pivotal in driving the Companys operations and achievements.

The Board also extends its gratitude to the Companys suppliers, distributors, retailers, business partners, shareholders, clients, vendors, banks, regulatory authorities, government departments, and stock exchanges and all other associates. Their ongoing support and collaboration have contributed meaningfully to the Companys growth and success. The Company values these relationships and remains committed to nurturing them through shared goals, mutual respect, and long-term cooperation, while upholding the interests of consumers. Their trust and encouragement have been fundamental to the Companys progress.

For and on behalf of the Board of Directors	SD/-	SD/-
Galaxy Bearings Limited	Bharatkumar Ghodasara	Kartik Kumar Patel
Date: 27th October, 2025	Whole-time Director	Chairman & Independent Director
Place: Ahmedabad	DIN:00032054	DIN:10118898