Vishal Bearings Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 34TH ANNUAL REPORT OF VISHAL BEARINGS LIMITED (the " Company " ) along with the audited Financial Statements for the financial year ended 31st March 2025 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Company s financial results for the Financial Year 2024-2025 is as under:

	For the year ended March 31
Financial Particulars	2025	2024
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	8664.19	9870.33
Other Incomes	24.47	9.24
Total revenues	8688.66	9879.57
Cost of Material consumed	5211.47	5971.36
Changes in Inventory	(215.10)	(225.36)
Employee Benefit expense	1503.25	1530.92
Finance Costs	479.01	345.27
Depreciation and amortization expense	587.45	501.88
Other expenses	1394.04	1596.83
Total Expenses	8960.12	9720.90
Profit before tax	(271.46)	158.67
Tax expense	(12.25)	48.13
Profit for the year	(259.21)	110.54

PERFORMANCE REVIEW

The Company s revenue from operations for the year under review is Rs.8664.19 lakhs as compared to Rs. 9870.33 lakhs in the previous year. The Profit/Loss after Tax is at Rs. (259.21) lakhs as compared to Rs.110.54 lakhs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2024-2025.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended March 31, 2025.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2025, stood at Rs. 10.79 crore. During the year under review, the Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to Stock Exchanges.

ANNUAL PERFORMANCE AND BOARD EVALUATION

The Board has devised a policy pursuant to the applicable provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a whole and individual directors (including Independent Directors) and Committees, which includes criteria for performance evaluation of Non-Executive Independent Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performance of Board as a whole, Committees of the Board individual directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the Board. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The reports on performance evaluation of the individual directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

Attendance at Board and Committee Meetings;

Quality of contribution to the deliberations;

Strategic perspectives or inputs regarding future growth of the Company and its performance; and

Providing perspectives and feedback going beyond information provided by the management.

Taking into account the views of Executive Directors and Non-Executive Independent Directors, in a separate meeting, evaluated the performance of non-independent directors, the Board as a whole and Chairman of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25(8) of the Listing Regulations declaring that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and the Companys Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possess relevant expertise and experience and are independent of the management.

NUMBERS OF DIRECTORS

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint 06 (six) directors including one woman director on its Board, out of them half of the Board should consist of non-executive independent directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1. Managing Director	Mr. Dilip Changela
2. Whole time director	Mr. Diveshkumar Changela
3. Whole time director	Mr. Vijay Changela
4. Chief Financial Officer	Mr. Vishal Changela
5. Company Secretary	Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 34 th Annual General Meeting.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors meets at regular intervals to discuss and decide on Company/business policies and strategy apart from other Board business. A tentative annual calendar of the Board and Committee meetings is informed to the directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of special or urgent business need, the Boards/Committees approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors / Committees.

The notice of meetings of the Board of Directors and Committees is given well in advance to all the directors of the Company. Usually, meetings of the Board are held in Registered office of the company. The agenda/Intimation of the Board/Committee meetings are circulated at least 7 days before the date of the meeting.

During the financial year under review, the Board of Directors met six (06) times during the financial year 2024-2025. The meetings were held on May 13, 2024, May 25, 2024, July 15, 2024, August 08, 2024, November 12, 2024, and February 10, 2025. To transact business, approval of the Board/Committees, which was noted at the subsequent meeting of the Board/Committees, as the case may be.

Further details regarding meetings of the Board and Committees are furnished in the Report on Corporate Governance, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) read with Section 134(5) of the Act state that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 and loss of the company for that period;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) they have laid down 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 THE BOARD

In accordance with the applicable provisions of the Act and the Listing Regulations, the Company has constituted four committees of the Board, namely:

1) Audit Committee;

2) Stakeholders Relationship Committee;

3) Nomination and Remuneration Committee; and

4) Corporate Social Responsibility Committee.

Details of the said Committees along with their charters, composition and meetings held during the financial year under review are provided in the report on Corporate Governance, forming part of this Report.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further, during the period under review, the Board of Directors of the Company has accepted all the recommendations of the Committee and the details pertaining to the composition of the Audit Committee are included in the Report on Corporate Governance, which forms a part of the Annual Report. The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms a part of the Annual Report. The terms of reference of the Nomination and Remuneration Committee are as per the governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II).

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Section 178(5) of Companies Act, the Board of Directors of a company has constituted a Stakeholder Relationship Committee consisting of a Chairperson and such other members as may be decided by the Board. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non-receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

The details pertaining to the composition of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has adopted a Corporate Social Responsibility ( " CSR " ) Policy, and the Board has constituted a Committee to implement CSR activities. The composition of the Committee and additional details are provided in the Corporate Governance Report, forming part of this Report.

During the financial year, the Company was statutorily required to spend Rs.15,24,925/- towards CSR contribution. However, the Company has contributed Rs.15,25,000/- towards CSR activities for the financial year, which was over and above the statutory requirements as per the Act. The CSR contribution was made to SADBHAVNA SEVA FOUNDATION, AEKRANG CHILDRENS DEVELOPMENT INSTITUTE and SHREE SITARAM GAVSEVA CHARITABLE TRUST in Rajkot, Gujarat towards helping unprivileged and orphaned children by way of providing free education, mid-day meals, good healthcare facilities, vocational training, development of the trampled classes of the poor society, etc. The activities undertaken are in accordance with Schedule VII of the Act. The brief outline of CSR Policy of the Company and the Company s CSR initiatives and activities during the financial year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed as Annexure and forms part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of fraud and mismanagement. It also provides adequate safeguards against victimization of directors or employees or any other person who avail the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism are provided in the report on Corporate Governance and also posted on the website of the Company. Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 33rd AGM held on 10th August, 2024, appointed M/s. Anil Parekh & Co., Chartered Accountants (FRN:128503W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, and accordingly they will hold office as such till the conclusion of 38th AGM of the Company to be held for the financial year 2028-2029.

M/s. Anil Parekh & Co., Chartered Accountants, have furnished a certificate of eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

STATUTORY AUDITORS REPORT

The Statutory Auditors reports on the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2025 form part of this Report. The Statutory Auditors Reports on the Audited Standalone Financial Statements for the financial year ended 31st March, 2025 does not contain any qualifications, reservations or adverse remarks or disclaimer.

COST RECORDS AND COST AUDIT

During the financial year under review, the Company duly made and maintained the Cost accounts and records as required under Section 148(1) of the Act. The Company has received Cost Audit Report for the financial year ended 31st March, 2025 from M/s. M.C. Bambhroliya & Associates, Cost Auditors of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company, in its meeting held on 25th May, 2024, re-appointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot (FRN: 101692) as Cost Auditors of the Company to conduct audit of cost records of the company for the financial year 2024-25. Further, the Board of Directors of the Company, in its meeting held on 27th May, 2025 reappointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot (FRN:101692) as Cost Auditors of the Company to conduct audit of cost records of the company for the financial year 2025-26. A resolution seeking ratification of the remuneration payable to the said Cost Auditors for the financial year 2025-26 by the members is provided in the Notice of the ensuing 34th AGM of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. K. P. Ghelani & Associates, Company Secretaries, Rajkot to undertake Secretarial Audit of the Company for the financial year 2024-25. Further, pursuant to the provisions of Regulation 24A of Listing Regulations as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 13th December, 2024, the Board of Directors appoint of M/s. K. P. Ghelani & Associates, Company Secretaries, Rajkot as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 2025-2026 till financial year 2029-30 to carry out Secretarial Audit subject to approval of shareholders at Annual General Meeting. A resolution seeking approval of the members for the appointment of Secretarial Auditors is provided in the Notice of the ensuing 34th AGM of the Company.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/S. P. GHANSHYAM & CO., Chartered Accountants as Internal Auditors and the Internal Auditor submits his report to the Audit Committee on a quarterly basis. Based on the Internal Auditor s reports, the management undertakes corrective actions in respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee periodically.

REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as specified under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Audit Committee evaluates the efficiency and adequacy of financial control systems in the Company, its compliance with operating systems, accounting procedures at the Company and strives to maintain the highest standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure-V. The certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.P. Ghelani & Associates, Practicing Company Secretary (FCS 33400, CP No. 12468) is also attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report and various initiatives and future prospects of the Company for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2025, is available on the Company s website and that can be accessed at https://www.vishalbearings.com By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. No material contract/arrangement/transaction were entered into with any Related Party. The Policy on related party transactions as approved by the Board may be accessed on the Company s website. Your directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to Remuneration in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder.

Accordingly, Internal Complaints Committee [ " ICC " ] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2024-25:

a) Number of complaints received during :	Nil
the financial year
b) Number of complaints disposed of :	Nil
during the financial year
C) Number of complaints pending at end :	Nil
of the financial year

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology absorption, foreign exchange earnings and outgo are given as a Annexure and forms part of this report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments affecting the financial position of the Company have occurred at the end of the financial year to which the financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, or guarantee/security provided are disclosed in the financial statements. No fresh loan was given during the year. The Company did not give any guarantee or provide any security in connection with any loan.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was No significant or material order have been passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit, on quarterly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL&CDSL.

DEMATERIALIZATION 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). Pursuant to the dematerialization of shares, the company has entered into an agreement with NSDL & CDSL. As on March 31, 2025, 100% of the share capital of the company is dematerialized.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years or more. Further, according to the provisions of 124(6) of the Act read with the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year under review, the Company filed Form IEPF-2 Statement of unclaimed and unpaid amounts to the IEPF Authority.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior

Management and the same is available on the Company s website.

All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26(3) read with part D of the Schedule V of the SEBI (LODR) Regulations, 2015 signed by Managing Director.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors, to the best of its knowledge, affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively relating to Meetings of the Board and its Committees, which have mandatory application during the year under review.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and bankruptcy Code, 2016 (31 of 2016) (IBC Code) during FY 2024-25.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT

Annexure	Particulars
I SECRETARIAL AUDIT REPORT
II FORM NO. AOC-2
III PARTICULARS OF EMPLOYEES
IV STATEMENT OF CONSERVATION OF	ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
V CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
VI CEO/CFO CERTIFICATIONS

ACKNOWLEDGEMENT

The Directors express their deep sense of gratitude to the Principals, customers, members, suppliers, employees, bankers, business partners/associates and all other stakeholders for their exemplary and valued contribution and look forward to their continued assistance in future.

	For and on behalf of the Board of Directors
	VISHAL BEARINGS LIMITED
Date: 26.08.2025
Place: Shapar, Rajkot
	Sd/-
	DILIP G. CHANGELA
	Chairman & MD
	DIN: 00247302