SNL Bearings Ltd Directors Report

To,

The Members SNL Bearings Limited

Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.

1. Financial Results ( in lakhs)

Particulars	Year ended	Year ended
	31st March, 2025	31st March, 2024
Revenue from operations (Net)	5,119	4,769
Profit before tax	1,414	1,073
Provision for taxation:
Current tax (net)	360	248
Deferred tax	(32)	29
In respect of earlier years	-	14
Profit after taxation	1,086	782
Add: Balance brought forward	4,591	4,043
Add: Other Comprehensive Income for the year	(1)	1
Total	5,676	4,826
Appropriation:
Dividend	253	235
Any other adjustment	-	-
Profit & Loss Account	5,423	4,591
Total	5,676	4,826

2. Dividend

B ased on the Companys performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.

Y our Directors have proposed not to transfer any sums to the General Reserve.

3. State of Companys Affairs, Operations & Future Outlook

Y our Board is pleased to report that

• Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)

Pr ofits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year I mportantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Movingforward,weareconfidentthat with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expectedtobenefitfrom the growth in the coming years and its financial performance should continue to grow.

Future Outlook

The future outlook for the automobile industry in India is poised for significant transformation by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance

However, challenges such as stringent regulatory vehicle safety, requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.

EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.

4. Finance

R ating of your Company has been reaffirmed as ‘CRISIL A1 for the short-term bank facilities and ‘CRISIL

Stable for the Companys long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored. a. Public Deposits

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

As on March 31, 2025, 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, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Boards approval.

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

I n accordance with the provisions of Section 152 and the Articles of Association of the Company,

Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.

Al l Independent Directors have given declarations that they meet the criteria of independence as 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 bySEBI/MinistryofCorporateAffairsor 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 Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

Mr	. Lalit Pandey -	Chief Executive Officer
Mr	. Ram Narayan Sahu	Chief Financial Officer -
Ms. P	ooja Jeswani -	Company Secretary

Board Evaluation

F or FY 2024-25, 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 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.

Familiarization Programme for Independent Directors

I n 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 programme is posted on the website of the Company at www.snlbearings.in.

Remuneration Policy

The B oard, 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.

Detai ls 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 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. 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, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.

7. Business Risk Management

The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they dont unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Companys factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.

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. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Addi tionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power 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.

I mprovements 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. c. Foreign exchange earnings & outgo for the year ended March 31, 2025

F	oreign Exchange Earnings : Export of goods	- Rs. 121 lakhs
F	oreign Exchange Outgo : Raw materials & Components	- Rs. 808 lakhs

9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy

The Company maintained cordial and constructive industrial relations throughout the year. Regular programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.

The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework directors, employees, and other stakeholders to report concerns about unethical behavior, 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 www.snlbearings.in.

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

10. 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 safety practices on the shop 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).

R egular 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.

11. Management Discussion and Analysis Report

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

12. Corporate Social Responsibility

I n line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:

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

• Employment enhancing vocational skills

• Pr omoting social business projects

During the year under review, an aggregate amount of Rs. 21.0 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 (A pledge to change) - Provides free education to underprivileged children in slums and backw ard regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha

During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs lik e self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement r emain 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 r eached 159 KGBVs across 17 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

Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual

Report. Details 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 and the Chief Executive Officer of the Company. All Independent Directors have also submitted a Officer that they meet the criteria of independence as provided under section 149 of the certificate Companies Act,2013.

The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.

During the year under review, the Company has complied with all the applicable Secretarial Standards.

Al l pecuniary relationships or transactions of the Non-Executive Directors vis-?-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.

Ther e are no relationships between the Directors inter-se.

Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for the Company concerned and shall also be posted oninspectionbyanyMemberattheregisteredoffice the website of the Company viz. www.snlbearings.in.

14. Extract of Annual Return

The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules 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, 2025 and of the profit of the Company for that period; of adequate accounting records has been taken in iii. pr operand 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. pr oper systems to ensure compliance with the provisions of all applicable laws have been and that such systems are adequate and operating effectively.

16. Related Party Transactions (RPT)

Al l RPT that were entered into during the financial year were on an arms length basis and were the ordinary course of business. There were no othermateriallysignificantRPT by the Company with

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

Al l 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/or 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 Ac, 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 financial statements, 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 report.

18. Particulars of Employees

I n 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 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. 111076N/N500013) been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.

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

M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. 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.

I n line with the newly introduced requirements under the Listing Regulations, the Board has recommended 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, for approval of the Shareholders.

20. Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 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 A udit Committee comprises of Mr. Claude Alex DGama Rose (Chairman), Ms. Harshbeena

Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. 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 2024-25 for the compliances in 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 Act.

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

Ther e 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 2024-25.

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 2024-25.

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 provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.

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

Ther e are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financialyear on March 31, 2025 to which the financial statements relate and the date of this Report.

30. Acknowledgements

The B oard 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 effortsduring 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 : April 27, 2025