SNL Bearings Ltd Directors Report

To,

The Members SNL Bearings Limited

Your Directors have pleasure in presenting their Forty Sixth Annual Report together with Audited Financial Statements for the year ended March 31, 2026.

1. Financial Results

(Rs. in lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations (Net)	5,662	5,119
Profit before tax	1,458	1,414
Provision for taxation:
Current (net)	347	360
Deferred tax	27	(32)
Deferred tax in respect of earlier years	(1)	-
Profit after taxation	1,085	1,086
Add: Balance brought forward	5,423	4,591
Add: Other Comprehensive Income for the year	5	(1)
Total	6,513	5,676
Appropriation:
Dividend	289	253
Profit & Loss Account	6,224	5,423
Total	6,513	5,676

2. Dividend

Based on the Companys continuing good financial results, your Board of Directors declared an interim dividend of Rs. 15 per equity share i.e. 150% of face value of Rs. 10/- each involving an outgo of Rs. 5,41,73,100 for the FY 2025-26. The dividend payout ratio for FY 2025-26 was approximately 50% of the

Companys Profit After Tax (PAT).

Your directors have proposed not to transfer any sums to the General Reserve and have retained the balance profits in the Profit & Loss account.

3. State of Companys Affairs, Operations & Future Outlook

Your Board is pleased to report that

Full-year revenue for FY 25-26 reached Rs. 5,662 lakhs (growth of 10.61%)

Profits after tax is Rs. 1,085 lakhs.

31, 2026,the Company continued its growth trajectory and During the financial delivered a resilient performance. The surplus available for appropriation before dividend stood at Rs. 6513 lakhs as compared to Rs. 5676 lakhs in previous financial , reflecting earnings performance supported by operational efficiencies and prudent financial management.

The financial position of the company remains robust and debt-free, supported by stable earnings and strong reserves. The Companys net worth and reserves continue to strengthen, providing a solid foundation for sustainable future growth.

Future Outlook

The Indian automobile industry continued to demonstrate resilience during FY 2025-26, driven by steady domestic demand, ongoing infrastructure development, improving rural consumption and continued investments in manufacturing capabilities and technology. The industry is witnessing increased localization, digitalization of supply chains, adoption of advanced manufacturing practices and a gradual mobility across vehicle segments. The sector is also benefiting from supply transitiontowardselectrified chain diversification initiatives, increasing export opportunities and continued policy support for domestic manufacturing and infrastructure development.

While the Indian economy is expected to maintain healthy growth momentum, inflationary pressures, geopolitical uncertainties and volatility in commodity prices continue to pose certain risks. Supported by growth in manufacturing activities, infrastructure development and domestic demand, the Company remains optimistic about the long-term prospects of the bearing industry and continues to focus on operational efficiency, cost management and sustainable

The Company remains committed to strengthening its operational capabilities, maintaining high quality standards, enhancing customer relationships and pursuing opportunities for profitable growth. The

Company will continue to focus on process automation, technology-driven improvements, product development and customer diversification to enhance competitiveness and support long-term sustainable growth. Supported by its established customer base, manufacturing expertise and focus on continuous improvement, the Company is well positioned to capitalize on emerging opportunities in the automotive and industrial sectors.

4. Finance

As on March 31, 2026, the Company has been rated ‘CRISIL A/Stable for long-term Bank loan facilities.

The Company continues to focus on judicious management of its working capital. The Company continuously monitors receivables, inventories and other key working capital parameters. a. Public Deposits.

During the year, the Company has not accepted any deposits from the Public or Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

As on March 31, 2026, there are no fixed deposits with the Company. b. Particulars of Loans, Guarantees or Investments.

During the year under review, the Company has not advanced any loans or given guarantees. Temporary surplus funds have been invested in Mutual Funds and Fixed Deposits with the approval of the Board.

During the year under review the Company has not provided any loans or advances to firms/

Companies in which Directors are interested.

5. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Satish Rangani (DIN: 00209069) will retire by rotation at the ensuing Annual General Meeting of the

Company and being eligible, has offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors of the Company, at their respective meetings held on May 04, 2026, have approved the re-appointment of Mr. Kaiyomarz Minoo Marfatia (DIN: 03449627) as a Non-Executive Independent Director of the Company for a second term of five consecutive years, commencing from May 31, 2026 up to May 30, 2031, subject to the approval of the shareholders.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority.

The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals were designated as the Key Managerial Personnel (KMP) of the Company during the period under review:

Mr. Lalit Pandey served as Chief Executive Officer was succeeded by Mr. Surya Prakash, who was appointed as Chief Executive Officer with effect from June

16, 2025.

Mr. Ram Narayan Sahu continued to serve as the Chief Financial Officer of the Company. Ms. Pooja Jeswani held the position of Company Secretary until her resignation with effect from May 6, 2025. Subsequently, Ms. Pooja Ponda was appointed as Company Secretary with effect from June 16, 2025, and continued in the role until her resignationonJanuary,292026.Afterclosureoffinancialyear Mr. Prathmesh Gaonkar was appointed as Company Secretary & compliance officer

8, 2026.

Board Evaluation

For financial year 2025-26, the Board has carried out an annual performance evaluation for itself and that of its committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent

Directors have met separately on March 31, 2026, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.

Familiarization Programme for Independent Directors

In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Companys senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization program is posted on the website of the Company at www.snlbearings.in.

Remuneration Policy

The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for

Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Companys operations. The detailed remuneration policy can be accessed on the Companys website at www.snlbearings.in.

Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.

Meetings

During the year 5 (five) Board meetings were convened and held (details are in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and

Committee meetings.

6. Subsidiary, Associate and Joint Venture Companies

As of March 31, 2026, the Company does not have any Subsidiary, Associate and Joint Venture Companies.

7. Business Risk Management

The Company has established a robust Enterprise Risk Management framework to identify, assess, monitor and mitigate risks that may adversely impact its business operations and objectives. The framework facilitates proactive risk management and informed decision-making while promoting transparency, accountability and resilience across the organization, thereby strengthening the Companys competitive position. Additionally, the Company has broadened its customer base with companies and their Tier 1 suppliers, operating in different segments like Commercial Vehicles, Passenger cars, Farm Equipment and

Industrial, reducing its reliance on sales to the holding Company, and remains focused to broad basing its customers list and the business segments so that the risk of a downtrend in particular segments is minimal.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, and Rule 8 of Companies (Accounts) Rules 2014, are given as below:

a. Measures taken for conservation of energy

During the year, the Company undertook several initiatives aimed at energy conservation. These measures resulted in continuous savings in external lighting energy costs of approximately Rs. 61,000 per annum. b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improve -ments made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.

The benefits derived from the above technology absorption initiatives include:

Material Resource cost savings.

Energy cost savings.

Improved productivity and process efficiency.

Enhanced product quality and consistency.

Better utilization of manufacturing resources through automation and process integration.

The Company will continue to explore and adopt cost-effective technological solutions to strengthen its operational capabilities and competitiveness.

c. Foreign exchange earnings & outgo for the year ended March 31, 2026.

Foreign Exchange Earnings	: Export of goods	- Rs. 138 Lakhs
Foreign Exchange Outgo	: Raw materials & Components	- Rs. 587 Lakhs
	: Consumable, Tools	- Rs. 23 Lakhs

9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy

The Company continues to foster constructive and collaborative relationships with the workmens unions across all plants. Our people approach encourages teamwork by way of Cross Functional Teams (CFTs) as it helps build managerial and technical capabilities to align with career aspirations, and encourages interaction with peers from diverse backgrounds and helps spread the values of togetherness, positive thinking and mutual respect.

The primary focus of IR during the current year to continuous engaging, motivating and improving the productivity while ensuring improved productivity and product quality at the plants without any work disruptions. During the year, successfully done three years wage settlements with workmen. These agreements incorporate productivity-linked wage settlement tied to higher production volumes and deduction in case of non-achievement of Outgoing Parts Per Million (OPPM) and Quality Product. This performance-driven approach, combined with focused initiatives to reduce rejection rates and is expected to significantly enhance production volume and capacity utilization at the existing plants.

The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behaviour, suspected fraud, or violations of the Companys Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Companys website at "http://www.snlbearings.in" www.snlbearings.in.

The Company confirms that no complaints were received under the Whistle Blower Policy during the year.

10. Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annexure I.

11. Safety, Health & Environment

The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify floor by utilizing necessary personal protective equipment.

Furthermore, the Companys Ranchi plant has achieved prestigious external certifications such as ISO

14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).

Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.

12. Corporate Social Responsibility

In line with the activities specified in schedule VII relating to the provisions of Section 135 of the

Companies Act, 2013, your Company has been focusing on:

• Promotion of education (particularly for the underprivileged children and girl child)

• Employment enhancing vocational skills

• Promoting social business projects

During the year under review, an aggregate amount of Rs. 22 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz; i. Sankalp - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year,

Sankalp continued running multiple learning centres,offeringregular academic support, online En -glish classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission. ii. Ugam Foundation – Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 203 KGBVs across 24 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over

6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).

The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as Annexure II.

13. Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report Corporate Governance report and Practicing Company Secretarys compliance of Corporate Governance are made part of the Annual Report. Details Certificate of Board meetings held during the year under review and the composition of the various committees are included therein.

The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a that they meet the criteria of independence as provided under section 149 of the certificate

Companies Act, 2013.

The certificate on the matters specified under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly provided by the Chief Executive Officer and Chief Financial Officer (CFO) of the Company.

During the year under review, the Company has complied with all the applicable Secretarial Standards. There are no relationships between the Directors inter-se.

14. Annual Return

The Annual Return for the financial year 2025-26 as per provisions of the Act and Rules thereto, is available on the Companys website at www.snlbearings.in.

15. Directors Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that: i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished; ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon 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, 2026 and of the profit of the Company for that pe -riod; iii. proper and sufficient care for the maintenance of adequate accounting records has been taken 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; iv. the Annual Accounts have been prepared on a going concern basis. v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively. vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

16. Related Party Transactions (RPT)

All RPT that were entered into duringthefinancialyear were on an arms length basis and were in the ordinary course of business. There were no othermateriallysignificantRPT by the Company with

Promoters, Directors, Key Managerial Personnel or other designated persons.

All RPT & Material RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.

The RPT policy as approved by the Board is uploaded on the Companys website viz. www.snlbearings.in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013, is attached as Annexure-III to this Report.

17. Internal Financial Control Systems and Adequacy

The adequate internal financial controls have been established concerning the the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.

The Companys Statutory Auditors have confirmed the adequacy of the internal control procedures in their report. The Company has established adequate internal financial controls with reference to the financial statements. During the financial year under review, the Company implemented SAP ERP with effect from April 1, 2025, transitioning major business processes from the earlier ERP platform. The implementation of SAP ERP, aligned with the systems followed by the Group, has strengthened the Companys information framework by enabling improved data capture, reporting, analysis, and monitoring of business transactions.

The transition to SAP ERP has facilitated better integration of business processes, enhanced availability of information, and improved validation of financial and operational data. The Company continues to focus on user training, process validation, and optimisation of system functionalities to ensure effective utilisation of the ERP system and further strengthen internal controls as the system matures.

The Company has received continuous support from the Group and the SAP implementation service provider during the transition and stabilisation phase.

The Internal Auditors regularly review the adequacy and effectiveness of internal controls, and their recommendations for improvement are considered and implemented as part of the continuous improvement process. During the year under review, the internal financial controls were evaluated and no material weaknesses were identified in their design or operating effectiveness.

The Companys internal control framework supports compliance with Section 138 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

The disclosure pertaining to remuneration and other details 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, are annexed to this report as Annexure IV.

19. Auditors

Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration no. 111076N500013) have been appointed as Auditors for the second term of 5 (five) consecutive financial years from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors reports.

There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory au -ditors reports.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.

Secretarial Auditor

The shareholders at 45th Annual General Meeting held on 11th September 2025, approved the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial

Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30.

M/s. Upendra Shukla & Associates, Practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the Financial year 2025-26. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as

Annexure V and does not contain any qualification, observation, reservation or adverse remark.

20. Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 361 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

21. Audit Committee

The Audit Committee comprises of Mr. Claude Alex DGama Rose (Chairman), Ms. Harshbeena Zaveri (Member), Mr. Kaiyomarz Minoo Marfatia (Member) and Ms. Reshmi Panicker (Member). During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

22. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2025-26 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla, Practicing Company Secretary and Secretarial Auditor of the Company.

23. Details in respect of frauds reported by auditors

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Companies Act, 2013.

24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals

There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Companys operation.

25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26.

26. 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.

The provision regarding 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 is not applicable to the Company during the financial year 2025-26.

27. Change in nature of business

During the year under review, there was no change in the nature of the business carried on by the Company.

28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment and has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received under the said Act.

- The number of sexual harassment complaints received during the year. – NIL

- The number of such complaints disposed of during the year. – NIL

- The number of cases pending for a period exceeding ninety days. - NIL

29. Statement on Maternity Benefit Compliance:

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

30. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2026, statements relate and the date of this Report.

31. Acknowledgements

The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SNL BEARINGS LIMITED

HARSHBEENA ZAVERI

CHAIRPERSON

DIN: 00003948

PLACE: MUMBAI

DATE: MAY 04, 2026.