Directors Report of Galaxy Bearings Ltd.

The Board of Directors of your Company (“The Board”] takes great pleasure in presenting before you
the 3 6th 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, 2026.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2026, 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 financial highlights of the Company for the financial year ended March 31, 2026 are
summarized below:

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

BUSINESS OVERVIEW AND FINANCIAL PERFORMANCE

During the financial year ended March 31, 2026, your Company reported a total income of
^6,968.18 Lakhs as against ^10,674.65 Lakhs in the previous financial year ended March 31,
2025, reflecting a decline of 34.73%. The reduction in total income during the year under review
was primarily attributable to lower sales volumes, subdued demand from key customer segments,
intensified market competition, and prevailing pricing pressures across the industry.

Revenue from operations for the year stood at ^6,751.10 Lakhs as compared to ^10,421.86
Lakhs in the previous year, registering a decrease of 35.22%. The decline in operational revenue
was largely driven by challenging market conditions and reduced customer offtake during the year.

Despite the challenging business environment, your Company continued to focus on operational
efficiency, cost optimization, and prudent financial management. As a result, the Company reported
a Profit Before Tax (PBT) of ^462.33 Lakhs for the financial year 2025-26 as against ^1,852.50
Lakhs in the previous year.

Further, the Company recorded a Profit After Tax (PAT) of ^330.99 Lakhs during the year under
review, compared to ?1,371.15 Lakhs in the preceding financial year. Although profitability
declined owing to lower revenues, the Company continued to remain profitable and financially
resilient. The management remains committed to strengthening the Company''s market position,
improving operational efficiencies, and pursuing sustainable growth opportunities in the years
ahead.

DIVIDEND

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

TRANSFER TO GENERAL RESERVE

During the year under review, the Board of Directors has not proposed any transfer of funds to
the General Reserve. The net profit of ^330.99 Lakhs earned during the financial year has been
retained in the Statement of Profit and Loss under ''Retained Earnings''. Consequently, the total
Other Equity of the Company, comprising General Reserve and Retained Earnings, stood at
^10,689.52 Lakhs as at March 31, 2026.

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.

CHANGE IN REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT

During the year under review, the Company changed its Registrar to an Issue and Share Transfer
Agent ("RTA"). Pursuant to the necessary approvals and regulatory compliances, the Company
appointed Alankit Assignments Limited as its Registrar and Share Transfer Agent with effect
from January 22, 2026 in place of MUFG Intime India Private Limited.

The Board places on record its appreciation for the services rendered by MUFG Intime India Private
Limited during its tenure as the Registrar to an Issue and Share T ransfer Agent of the Company.

The details of the present Registrar to an Issue and Share Transfer Agent are provided in the
Corporate Governance Report forming part of this Annual Report.

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 and Paid-up Share 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, 2026, your Company''s Board had Six Directors comprising of one Executive
Directors, and three Non-Executive and Non-Independent Directors and Two Independent Director
including one Woman Independent 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 Company''s 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 MEETINGS

The Board of Directors plays a pivotal role in overseeing the Company''s affairs and ensuring effective
governance. The Board meets at regular intervals to review the operational and financial
performance of the Company, deliberate on strategic matters, and consider various business and
statutory matters requiring its approval. Additional meetings are convened whenever necessary to
address specific business exigencies. The meetings of the Board are generally held at the Registered
Office of the Company.

During the Financial Year 2025-26, the Board of Directors met 7 (Seven) times. The gap between
any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013,
the Secretarial Standards issued by The Institute of Company Secretaries of India and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Board Meetings held during the year are as under:

The attendance of the Directors at the Board Meetings and the Annual General Meeting is provided
in the Corporate Governance Report, which forms an integral part of this Annual Report.

DISCLOSURE BY DIRECTORS

All the Directors of the Company have submitted the requisite disclosures and declarations as required
under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company has received:

• Notice of disclosure of interest in Form MBP-1 pursuant to Section 184(1) of the Companies Act,
2013;

• Declaration in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013 confirming that
they are not disqualified from being appointed or continuing as Directors of the Company; and

• Annual affirmation regarding compliance with the Code of Conduct adopted by the Company.

The Board has taken note of the aforesaid disclosures and declarations.

INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, read with the Rules made
thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company has Two Independent Directors on its
Board.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise,
experience and proficiency and fulfil the conditions specified under the Companies Act, 2013 and the
Listing Regulations. The Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are
independent of the management.

During the year under review, a separate meeting of the Independent Directors was held on
February 10, 2026, without the attendance of Non-Independent Directors and members of the
management. The Independent Directors, inter alia, reviewed:

• the performance of Non-Independent Directors and the Board as a whole;

• the performance of the Chairperson of the Company, taking into account the views of Executive
and Non-Executive Directors; and

• the quality, quantity and timeliness of the flow of information between the management and the
Board necessary for the Board to effectively and reasonably perform its duties.

The terms and conditions of appointment of the Independent Directors are available on the website
of the Company under the Investor Relations section atwww.galaxybearings.com.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has in place a structured
Familiarization Programme for its Independent Directors.

At the time of appointment, Independent Directors are provided with their appointment letters
setting out their roles, duties, rights and responsibilities. They are also apprised of the Company''s
organizational structure, business operations, governance framework, policies, procedures and
regulatory environment.

The Independent Directors are periodically updated through presentations and interactions with the
senior management on the Company''s business strategy, operational performance, industry
developments, risk management framework, regulatory changes and other matters relevant to the
Company''s business. Such programmes enable the Independent Directors to gain a deeper
understanding of the Company''s operations and business environment and facilitate their effective
participation in Board and Committee meetings.

The details of the Familiarization Programme imparted to the Independent Directors are available
on the website of the Company under the Investor Relations section atwww.galaxybearings.com.

APPOINTMENT / CESSATION / CHANGE IN DESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:During the year under review, 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
from her position with effect from September 6, 2025. The Board of Directors placed on record
its appreciation for the valuable services rendered by her during her tenure with the Company.

• Pursuant to the provisions of Sections 203 and other applicable provisions of the Companies Act,
2013 and the Rules made thereunder, Mrs. Bhumika Teli was appointed as the Company
Secretary and Compliance Officer of the Company with effect from October 27, 2025.

Further, in accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Devang Gor (DIN: 08437363) retires by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment.

The tenure of Mr. Bharatkumar Keshavji Ghodasara (DIN: 00032054), Whole-time Director of the
Company, is due to expire on 31^st August,2026. Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors has approved and recommended his re-appointment as
Whole-time Director for a further period of 5 (Five) years with revised remuneration, subject to the
approval of the members at the ensuing Annual General Meeting.

The requisite details relating to the proposed re-appointment and remuneration of Mr. Bharatkumar
Keshavji Ghodasara are provided in the Notice convening the ensuing AGM.

KEY MANAGERIAL PERSONNELPursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following
are the Key Managerial Personnel ("KMPs") of the Company as on the date of this Report:

During the year under review, Ms. Mona Sharma resigned from the position of Company Secretary and
Compliance Officer of the Company with effect from September 6, 2025. The Board placed on record its
appreciation for the valuable services rendered by her during her association with the Company.

Subsequently, Mrs. Bhumikaben Mukeshbhai Teli was appointed as the Company Secretary and
Compliance Officer of the Company with effect from October 27, 2025.

Except as stated above, there were no other changes in the Key Managerial Personnel of the Company
during the Financial Year 2025-26.

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

There were no changes in the Key Managerial Personnel of the Company during the period from
April 1, 2026 up to the date of this Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, the performance of its Committees and that of individual Directors.

The evaluation process was conducted in accordance with the criteria and framework approved by the
Nomination and Remuneration Committee and the Board. The performance evaluation was undertaken
taking into consideration various aspects of the Board''s functioning, composition and effectiveness.

The evaluation of the Board was carried out after seeking inputs from all the Directors on parameters
including Board composition and structure, effectiveness of Board processes, quality of discussions,
strategic guidance, governance practices, and flow of information to the Board.

The performance of the Board Committees was evaluated by the Board after considering inputs received
from the respective Committee members. The evaluation focused on factors such as the composition of
the Committees, effectiveness of Committee meetings, discharge of responsibilities and contribution to
the overall governance framework of the Company.

The Board and the Nomination and Remuneration Committee also reviewed the performance of
individual Directors based on criteria such as attendance and participation in meetings, preparedness,

contribution to discussions and decision-making, domain knowledge, guidance provided to the
management and overall contribution to the functioning of the Board and its Committees.

The performance of the Chairperson was evaluated with reference to leadership qualities, effectiveness
in conducting Board meetings, fostering constructive discussions and promoting effective participation
by all Directors.

A separate meeting of the Independent Directors was held on February 10, 2026, in accordance
with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations. At

the meeting, the Independent Directors reviewed and evaluated the performance of the Non-Independent
Directors, the Board as a whole and the Chairperson of the Company, taking into account the views of the
Executive Directors and Non-Executive Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding
the Director being evaluated. The Board expressed its satisfaction with the effectiveness of the evaluation
process and the overall functioning of the Board and its Committees.

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 the preparation of the annual accounts for the year ended March 31, 2026, 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, 2026 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. Stakeholder’s 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/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established
a Vigil Mechanism and adopted a Whistle Blower Policy to provide a formal mechanism for Directors,
employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual
or suspected fraud, violations of the Company''s Code of Conduct or any other improper activities.

The Vigil Mechanism is designed to promote ethical conduct, transparency and accountability in all
business practices and provides adequate safeguards against victimization of persons who use the
mechanism in good faith. The Policy ensures that concerns raised are investigated appropriately and
addressed in a fair and timely manner.

The Whistle Blower Policy also provides for direct access to the Chairperson of the Audit Committee
in exceptional circumstances, thereby ensuring an independent review of concerns reported under
the mechanism. The Audit Committee periodically reviews the functioning and effectiveness of the
Vigil Mechanism.

During the year under review, no person was denied access to the Audit Committee and no instance
of victimization of whistle blowers was reported.

The Whistle Blower Policy is available on the website of the Company under the Investor Relations
section at www.galaxybearings.com.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted a Nomination and Remuneration Policy, which lays down the criteria for appointment,
qualification, positive attributes, independence of Directors and Key Managerial Personnel, as well
as the framework for remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel.

The Policy provides guiding principles for the Nomination and Remuneration Committee in
identifying and selecting individuals who are qualified to become Directors and who possess the
requisite skills, experience, expertise, integrity and competence required for the effective discharge
of their duties.

The remuneration framework is designed to attract, retain and motivate competent professionals
and is linked to individual performance, responsibilities, industry benchmarks and the overall
performance of the Company. The Policy aims to ensure that the remuneration paid is reasonable,
sufficient and commensurate with the roles, responsibilities and performance of the concerned
individuals.

The Board affirms that the remuneration paid to the Directors, Key Managerial Personnel and Senior
Management Personnel is in accordance with the Nomination and Remuneration Policy of the
Company.

The Nomination and Remuneration Policy is available on the website of the Company under the
Investor Relations section at www.galaxybearings.com.

REMUNERATION OF DIRECTORS

The details of remuneration and sitting fees paid to the Directors during the Financial Year 2025-26
are disclosed in the Corporate Governance Report forming part of this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the Financial Year 2025-26
within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no deposit was outstanding as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of investments
made by the Company are disclosed in the notes forming part of the Financial Statements.

During the Financial Year 2025-26, the Company has not granted any loans, provided any guarantees
or furnished any securities covered under the provisions of Section 186 of the Companies Act, 2013.

The Company has complied with the applicable provisions of Sections 185 and 186 of the Companies
Act, 2013 in respect of investments made and other transactions covered thereunder.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for the Financial Year ended March 31, 2026 is available
on the website of the Company and may be accessed under the Investor Relations section at
www.galaxybearings.com.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year 2025-26 were in the ordinary
course of business and on an arm''s length basis and were in compliance with the provisions of the
Companies Act, 2013, the rules made thereunder, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Company''s Policy on Related Party Transactions.

The Related Party Transactions undertaken during the year primarily comprised remuneration paid
to Directors, Key Managerial Personnel and Senior Management Personnel and other transactions
carried out in the ordinary course of business. All Related Party Transactions were reviewed and
approved by the Audit Committee in accordance with the applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

During the year under review, the Company did not enter into any Material Related Party
Transactions requiring approval of the shareholders under Regulation 23 of the SEBI Listing
Regulations. Further, there were no contracts, arrangements or transactions entered into by the
Company with related parties which attracted the provisions of Section 188(1) of the Companies Act,
2013 requiring disclosure in Form AOC-2. Accordingly, Form AOC-2 does not form part of this
Report.

The Policy on Related Party Transactions is available on the website of the Company under the
Investor Relations section at www.galaxybearings.com.

Pursuant to Regulation 23 of the SEBI Listing Regulations, the Company has submitted the half-yearly
disclosures of Related Party Transactions to the Stock Exchanges within the prescribed timelines.
The details of Related Party Transactions as required under Indian Accounting Standard (Ind AS) 24
are disclosed in the notes forming part of the Financial Statements.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal financial controls commensurate with the size, scale
and complexity of its operations. These controls are designed to provide reasonable assurance
regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records, and timely
preparation of reliable financial information.

The Company has a well-defined internal control framework supported by documented policies and
procedures covering financial, operational and compliance functions. The internal control systems
are regularly reviewed and strengthened to ensure their effectiveness in responding to changes in
the business environment and regulatory requirements.

The Company has an independent Internal Audit function commensurate with the nature and size of
its business. The Internal Auditors conduct periodic audits based on a risk-based audit plan approved
by the Audit Committee and submit their observations and recommendations to the management
and the Audit Committee for review and necessary corrective actions.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal financial
controls, internal audit findings, risk management processes and compliance systems. The
Committee also monitors the implementation of audit recommendations and corrective actions
taken by the management.

The Statutory Auditors of the Company have audited the Internal Financial Controls over Financial
Reporting (IFCoFR) of the Company as of March 31, 2026, in accordance with Section 143 of the
Companies Act, 2013. Their report forms part of the Independent Auditors'' Report forming part of
this Annual Report.

Based on the assessment carried out by the management, the Internal Auditors, the Statutory
Auditors and the review by the Audit Committee, the Board is of the opinion that the Company has,
in all material respects, an adequate system of Internal Financial Controls over Financial Reporting
and that such controls were operating effectively as at March 31, 2026.

MATERIAL CHANGES AND COMMITMENT

As disclosed in Notes 46 and 47 to the Financial Statements, the Company had been designated under
Executive Order 14024 by the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury,
and included on the Specially Designated Nationals and Blocked Persons ("SDN") List, which had resulted
in restrictions on certain international business operations and foreign currency transactions.

Subsequent to the close of the Financial Year, the Company has received an official communication from
the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury, confirming that the
Company''s name has been removed from the Specially Designated Nationals and Blocked Persons ("SDN")
List with effect from June 30, 2026.

Consequent upon the aforesaid removal, the proceedings relating to the Company''s designation stand
concluded. The Company is now permitted, subject to applicable laws and regulations, to engage in
transactions with U.S. persons and through the U.S. financial system. The removal from the SDN List is
expected to facilitate the normalisation of the Company''s international business operations, including
transactions involving U.S. counterparties and the U.S. financial system.

The Board places on record its appreciation for the continued support extended by the Company''s
stakeholders during the period of the proceedings. The management remains committed to maintaining
robust compliance standards and strengthening its international business operations.

The Statutory Auditors have included an Emphasis of Matter paragraph in their Independent Auditors''
Report with respect to the aforesaid matter, based on the circumstances existing during the Financial Year
under review. The said Emphasis of Matter does not contain any modification to the audit opinion.

Except as stated above, there have been no other material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial Year 2025-26
and the date of this Report.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP

During the Financial Year 2025-26, the Company did not have any subsidiary, associate or joint
venture company within the meaning of the Companies Act, 2013.

Accordingly, the provisions relating to preparation and presentation of Consolidated Financial
Statements under Section 129(3) of the Companies Act, 2013 read with the applicable Rules made
thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company.

Further, as the Company does not have any subsidiary, associate or joint venture company, the
statement containing salient features of the financial statements of such entities in Form AOC-1 is not
required to be annexed to this Report.

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

The Company is committed to providing a safe, secure and conducive work environment that is free
from discrimination, harassment and retaliation. The Company has in place a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace ("POSH Policy") in accordance with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act").

An Internal Committee ("IC") has been constituted in compliance with the provisions of the POSH Act
to redress complaints relating to sexual harassment at the workplace. The Company follows a zero-
tolerance approach towards sexual harassment and ensures that all complaints are dealt with
promptly, fairly and confidentially.

Pursuant to the provisions of Sections 21 and 22 of the POSH Act, the details of complaints
received and disposed of during the Financial Year 2025-26 are as follows:

The Company regularly conducts awareness and sensitization initiatives on prevention of sexual
harassment at the workplace. The Internal Committee is duly constituted and is supported by an
external member possessing the requisite expertise under the POSH Act. During the year, training
and awareness programmes were conducted for members of the Internal Committee and employees.
Further, all new employees are provided orientation on the Company''s POSH Policy and are required
to undergo the prescribed training programmes. Existing employees are also required to undergo
periodic refresher training and awareness programmes.

During the year under review, no action was required to be taken by the employer under the
provisions of the POSH Act.

The POSH Policy of the Company is available on the website of the Company under the Investor
Relations section at www.galaxybearings.com.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to fostering an inclusive, supportive and employee-friendly workplace
and complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits, leave entitlements and other related facilities to eligible
women employees in accordance with the applicable statutory requirements. The Company also
ensures compliance with provisions relating to nursing breaks, protection of employment during
maternity leave and other benefits prescribed under the Act.

The Company remains committed to promoting the health, well-being and welfare of its employees
and strives to provide a work environment that supports work-life balance, diversity and equal
opportunity.

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

During the Financial Year 2025-26, there was no instance of any one-time settlement entered
into by the Company with any Bank or Financial Institution. Accordingly, disclosure pursuant to
Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 relating to the difference between the
amount of valuation done at the time of one-time settlement and the valuation done while availing
loans from Banks or Financial Institutions is not applicable.

RISK MANAGEMENT

The Company has established a robust Risk Management framework for identifying, assessing,
monitoring and mitigating various risks that may adversely impact its business operations, financial
performance, reputation and strategic objectives. The framework enables the Company to
proactively manage risks and capitalize on opportunities while ensuring sustainable business
growth.

The risk management process involves periodic identification and evaluation of internal and external
risks, assessment of their likelihood and potential impact, formulation of appropriate mitigation
measures and continuous monitoring of the effectiveness of such measures. The framework covers
strategic, operational, financial, regulatory, compliance, market, cybersecurity and other business-
related risks relevant to the Company''s operations.

The Board of Directors and the Audit Committee periodically review the key risks faced by the
Company and the effectiveness of the risk mitigation measures adopted by the management. The risk
management framework is integrated with the Company''s business planning and decision-making
processes to ensure timely identification and management of emerging risks.

The Company believes that effective risk management is critical to achieving its business objectives,
protecting stakeholder interests and enhancing long-term value creation. During the year under
review, no risk was identified which, in the opinion of the Board, may threaten the existence of the
Company.

DEMATERIALISATION OF SHARES

The equity shares of the Company are compulsorily tradable in dematerialized form and are admitted
with both the depositories, namely National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).

The Company encourages its shareholders to avail the benefits of the depository system and hold
their securities in dematerialized form. Dematerialization of shares offers various advantages such
as enhanced security, elimination of risks associated with physical certificates, faster transfer of
securities and reduction in transaction costs.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
relevant SEBI circulars issued from time to time, transfer of securities in physical form has been

prohibited with effect from April 1, 2019. Accordingly, shareholders holding shares in physical form
are not permitted to transfer such shares unless the same are first dematerialized.

Further, in accordance with the applicable SEBI regulations, requests for transmission, transposition,
issue of duplicate share certificates, renewal or exchange of securities, endorsement, sub-
division/splitting, consolidation of securities, deletion of name, change of name and other investor
service requests are processed only in dematerialized form, subject to the prescribed procedures and
regulatory requirements.

Shareholders holding shares in physical form are therefore advised to dematerialize their holdings
at the earliest to facilitate seamless transactions and avail the benefits of holding securities in
electronic form.

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:

The Company continues to undertake routine energy conservation measures in its
manufacturing operations. However, no major capital investment or specific energy
conservation project was undertaken during the year.

ii. The steps taken by the company for utilizing alternate sources of energy:

The Company continuously evaluates the feasibility of adopting alternate and renewable
energy sources. However, no alternate energy source was implemented during the year
under review.

iii. The capital investment on energy conservation equipment:

No significant capital investment was made towards energy conservation equipment during
the financial year.

(B) TECHNOLOGY ABSORPTION(i) the efforts made towards technology absorption:

The Company continued to adopt process improvements and operational best
practices aimed at enhancing productivity and quality standards. No major technology
absorption initiative was undertaken during the year.

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

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

(C) The expenditure incurred on Research and Development: RS. 60,961/-(D) Foreign Exchange Earnings & Expenditure:

(RS. In lakhs)

PARTICULARS OF EMPLOYEES

Pursuant to 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, the prescribed
disclosures relating to remuneration of Directors, Key Managerial Personnel and employees are
annexed to this Report as an ANNEXURE A.

Further, there were no employees in receipt of remuneration requiring disclosure pursuant to Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 during the Financial Year 2025-26. Accordingly, no statement containing particulars of
such employees forms part of this Report.

The information required under the aforesaid provisions is available for inspection by the members
at the Registered Office of the Company during business hours on working days up to the date of the
Annual General Meeting. Any member interested in obtaining such information 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 Board’s Report as an 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 Board’s Report as ANNEXURE C.

STATUTORY AUDITOR AND THEIR REPORT

M/s. J. T. Shah & Company, Chartered Accountants (Firm Registration No. 109616W), Ahmedabad,
were appointed as the Statutory Auditors of the Company to hold office until the conclusion of the
37th Annual General Meeting of the Company. In accordance with the provisions of the Companies
Act, 2013, the appointment of Statutory Auditors is not required to be ratified by the members at
every Annual General Meeting.

The Statutory Auditors have confirmed that they are eligible to continue as Statutory Auditors of the
Company and are not disqualified from holding office under the provisions of the Companies Act,
2013.

The Statutory Auditors have audited the Standalone Financial Statements of the Company for the
Financial Year ended March 31, 2026 and have issued an unmodified audit opinion thereon.

The Auditors'' Report contains an Emphasis of Matter paragraph relating to the matters disclosed in
Notes 46 and 47 to the Financial Statements concerning the proceedings associated with the
Company''s designation under Executive Order 14024 by the Office of Foreign Assets Control (OFAC),
U.S. Department of the Treasury. The said Emphasis of Matter does not constitute a qualification,
reservation, adverse remark or disclaimer of opinion by the Statutory Auditors.

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do
not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the
Audit Committee, appointed M/s. M N V Patel & Co. LLP, Chartered Accountants, Rajkot, as the
Internal Auditors of the Company for the Financial Year 2025-26 in place of M/s. V K Patoliya
& Co., Chartered Accountants.

The Board places on record its appreciation for the services rendered by M/s. V K Patoliya & Co.,
Chartered Accountants during their tenure as Internal Auditors of the Company.

The Internal Auditors conducted periodic audits during the year and submitted their reports to the
Audit Committee. The Audit Committee regularly reviewed the internal audit observations and
monitored the implementation of corrective actions, wherever necessary.

Based on the recommendation of the Audit Committee, the Board of Directors has re¬
appointed M/s. M N V Patel & Co. LLP, Chartered Accountants, Rajkot, as the Internal Auditors
of the Company for the Financial Year 2026-27.

REPORTING OF FRAUD

During the Financial Year 2025-26, neither the Statutory Auditors nor the Internal Auditors of the
Company have reported any instance of fraud committed against the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder.

Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

As disclosed in Notes 46 and 47 to the Financial Statements, the Company had been designated under
Executive Order 14024 by the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury,
and included on the Specially Designated Nationals and Blocked Persons ("SDN") List during the Financial
Year 2025-26, which resulted in restrictions on certain international business operations and foreign
currency transactions.

Subsequent to the close of the Financial Year, the Company received an official communication from the
Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury, confirming the removal of the
Company''s name from the Specially Designated Nationals and Blocked Persons ("SDN") List with effect
from June 30, 2026. Consequently, the proceedings relating to the Company''s designation stand concluded
and the Company is permitted, subject to applicable laws and regulations, to engage in transactions with
U.S. persons and through the U.S. financial system.

The Board believes that the aforesaid development is expected to facilitate the normalisation of the
Company''s international business operations. The management shall continue to maintain robust
compliance systems and monitor regulatory developments to safeguard the interests of the Company and
its stakeholders.

Save as stated above, no significant or material orders were passed by any Regulators, Courts, Tribunals
or Statutory/Quasi-Judicial Authorities during the Financial Year 2025-26 or up to the date of this Report
which may impact the going concern status of the Company or its future operations.

Details of contingent liabilities, litigations and other legal proceedings are disclosed in the Financial
Statements forming part of this Annual Report.

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

During the Financial Year 2025-26, no application was made or any proceeding was pending against
the Company under the Insolvency and Bankruptcy Code, 2016 ("IBC").

Accordingly, no Corporate Insolvency Resolution Process ("CIRP") was initiated against the Company
during the year under review.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the
Company for the Financial Year ended March 31, 2026 was conducted by M/s. Jignesh Kotadiya &
Co., Practicing Company Secretaries. The Secretarial Audit Report in Form MR-3 for the Financial
Year 2025-26 is annexed to this Report as Annexure-D.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Members of the Company at the 35th Annual
General Meeting approved the appointment of M/s. Jignesh Kotadiya & Co., Practicing Company
Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years
commencing from Financial Year 2025-26 and ending with Financial Year 2029-30.

M/s. Jignesh Kotadiya & Co. have confirmed that they satisfy the eligibility criteria prescribed under
the Companies Act, 2013 and the SEBI Listing Regulations and are not disqualified from being
appointed and continuing as the Secretarial Auditors of the Company.

Further, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the Financial
Year ended March 31, 2026, issued by M/s. Jignesh Kotadiya & Co., Practicing Company
Secretaries, has been submitted to BSE Limited within the prescribed timeline.

The Secretarial Audit Report contains the following observation:

(i) Non-Dematerialization of Promoters'' Holding

The entire shareholding of the Promoters is not held in dematerialized form. As required under
Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Promoters of every listed company are required to hold their entire shareholding in
dematerialized mode.

MANAGEMENT''S REPLY

The Company has, from time to time, advised and reminded the Promoters to convert their physical
shareholding into dematerialized form in compliance with Regulation 31(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The management continues to follow
up with the concerned Promoters and impress upon them the importance of completing the
dematerialization process at the earliest. The Company remains committed to ensuring
compliance with the applicable regulatory requirements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company remains committed to its Corporate Social Responsibility ("CSR") obligations and
continues to undertake initiatives aimed at creating sustainable value for society and the
environment. The CSR activities undertaken by the Company are aligned with the provisions of
Section 135 read with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy.

The Company has constituted a Corporate Social Responsibility Committee in accordance with the
provisions of the Companies Act, 2013 to formulate, monitor and review the implementation of the
CSR Policy and CSR activities of the Company.

During the year under review, the Company undertook CSR initiatives in the areas of environmental
sustainability, agroforestry, conservation of natural resources and other activities covered under
Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities containing the disclosures prescribed under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report as
an ANNEXURE E.

The CSR Policy of the Company is available on the website of the Company under the Investor
Relations section at www.galaxybearings.com.

The Company remains committed to contributing towards sustainable development and social
welfare through meaningful CSR initiatives.

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

The Company has complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

During the Financial Year 2025-26, the Company has complied with the applicable Secretarial
Standard-1 on Meetings of the Board of Directors (SS-1) and Secretarial Standard-2 on General
Meetings (SS-2). The Company has in place adequate systems and processes to ensure compliance
with the applicable Secretarial Standards and such systems are periodically reviewed for their
effectiveness.

WEBSITE

The Company maintains a functional website at www.galaxybearings.com which serves as an
important medium for dissemination of information to shareholders, investors and other
stakeholders.

The website contains, inter alia, details relating to the Company''s business, financial information,
annual reports, shareholding pattern, corporate governance disclosures, policies and codes, stock
exchange intimations and other information required to be hosted in accordance with the provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company regularly updates the contents of its website to ensure timely dissemination of
information and compliance with the applicable statutory and regulatory requirements.

CYBER SECURITY

The Company recognizes the importance of cyber security and information security in safeguarding
its business operations, digital assets and stakeholder interests. In view of the evolving cyber threat
landscape and increasing cyber security risks globally, the Company periodically reviews and
strengthens its cyber security framework, technology infrastructure, access controls, monitoring
mechanisms and risk mitigation measures.

The Company continues to implement appropriate safeguards and security protocols to protect its
information systems and data from cyber threats, unauthorized access, misuse and other security
vulnerabilities. Cyber security risks are periodically reviewed as part of the Company''s overall risk
management framework.

During the Financial Year 2025-26, no cyber security incident, cyber-attack, data breach or loss of
sensitive information having a material impact on the Company''s operations or financial position
was reported.

The Board and the management remain committed to continuously enhancing the Company''s cyber
security preparedness and resilience in line with evolving business requirements and regulatory
expectations.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of
Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate
Relatives ("PIT Code").

The PIT Code lays down the framework and procedures to be followed by Designated Persons while
dealing in the securities of the Company and includes provisions relating to pre-clearance of trades,
trading window restrictions, reporting requirements and handling of Unpublished Price Sensitive
Information ("UPSI"). The Company has also adopted a Code of Practices and Procedures for Fair
Disclosure of UPSI in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has established appropriate systems and processes for maintaining a Structured
Digital Database and ensuring compliance with the applicable provisions of the Insider Trading
Regulations. Periodic awareness and compliance measures are undertaken to sensitize Designated
Persons regarding their obligations under the PIT Code.

The Board is satisfied that the systems and controls implemented by the Company are adequate and
effective to ensure compliance with the applicable insider trading regulations.

The Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and the Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information are
available on the website of the Company under the Investor Relations section at
www.galaxybearings.com.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit
Committee, had appointed M/s. Mitesh Suvagiya & Co., Cost Accountants (Membership No.
32559), as the Cost Auditors of the Company to conduct the audit of the cost records of the
Company for the Financial Year 2025-26.

The Cost Auditor has confirmed his eligibility for appointment and has further confirmed that he is
not disqualified to act as Cost Auditor under the provisions of the Companies Act, 2013 and the rules
made thereunder.

Based on the recommendation of the Audit Committee, the Board of Directors has further approved
the re-appointment of M/s. Mitesh Suvagiya & Co., Cost Accountants, as the Cost Auditors of the
Company for the Financial Year 2026-27, subject to ratification of remuneration by the members at
the ensuing Annual General Meeting.

MAINTENANCE OF COST RECORDS

The Company has maintained the cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014,
to the extent applicable to its business activities.

The Board of Directors is of the opinion that the prescribed cost records have been made and
maintained by the Company during the Financial Year 2025-26 in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made thereunder.

GENERAL DISCLOSURE

Your Directors confirm that the Company has made requisite disclosures in this Report in respect of
the matters prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, to the extent such transactions or
events occurred during the financial year.

Further, your Directors state that no disclosure or reporting is required in respect of the following
matters, as either no such transactions/events occurred during the year under review or the same
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,
other than Employee Stock Option Scheme (ESOS);

III. Revision of financial statements or Board’s Report;

IV. One-time settlement of loans with banks or financial institutions;

V. Disclosure of differences, if any, between the valuation done at the time of one-time settlement and
the valuation at the time of availing loans from banks or financial institutions, along with reasons
thereof;

VI. Voting rights not exercised directly by employees in respect of shares subscribed/purchased by
them under any scheme involving financial assistance from the Company, as no such scheme exists
under Section 67(3)(c) of the Companies Act, 2013.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Board of Directors expresses its sincere appreciation to all employees of the Company for their
hard work, dedication, and continued commitment throughout the financial year. The invaluable
contribution of the employees has been instrumental in driving the Company’s operational
performance and overall achievements.

The Board also takes this opportunity to place on record its gratitude to all stakeholders, including
suppliers, distributors, retailers, business partners, shareholders, clients, vendors, banks, regulatory

and statutory authorities, Government departments, stock exchanges, and all other associates, for
their continued support and cooperation.

The sustained trust and confidence reposed by these stakeholders have significantly contributed to
the growth and success of the Company. The Company deeply values these relationships and remains
committed to strengthening them through mutual respect, shared objectives, and long-term
collaboration, while consistently upholding the interests of its consumers and other stakeholders.

For and on behalf of the Board of Directors
Galaxy Bearings Limited

SD- SD-

Date: 07^th August, 2026 Bharatkumar Ghodasara Kartik Kumar Patel

Place: Ahmedabad Whole-time Director Chairman & Independent Director

DIN:00032054 DIN:10118898

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:

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 CAPITALAuthorized 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 Company''s 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 Company''s 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.

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 Company''s 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:

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. Stakeholder''s 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 Company''s 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 Company''s 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 Company''s 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 arm''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s internal control and risk management systems. It reviews reports submitted by both the management and the internal auditors, evaluates the statutory auditor''s 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 Company''s 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 OFAC''s 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.

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:

The Company''s Anti-Sexual Harassment Policy, as approved by the Board of Directors, is available on the Company''s 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 Company''s 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 Company''s 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:

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 Board''s 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 Board''s 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 Company''s name appeared on the OFAC''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s shares by your Company''s 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 Company''s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The PIT Code covers your Company''s 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 Company''s 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 Company''s operations and achievements.

The Board also extends its gratitude to the Company''s 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 Company''s 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 Company''s progress.

The Board of Directors of your Company (“The Board”) takes great pleasure in presenting before you the 34th Annual Report on the Operational and Financial performance of Galaxy Bearings Limited (“the Company”) along with the Audited Standalone Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY fRs. In lakhs)

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

REVIEW OF OPERATIONS

During the year under review, the total revenue of the Company has increased to Rs. 13394.33 lakhs from Rs. 12138.21 Lakhs in financial year 2022-23 and the Profit After Tax has risen up to Rs. 1876.64 Lakh as against Rs. 1584.25 Lakh in the previous year.

DIVIDEND

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

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 318.00 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.

AMOUNTS TRANSFER TO RESERVES

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. 1884.42 Lakhs which has been transferred to surplus in the statement of profit and loss account. Thus, total reserve and surplus stood Rs. 9004.66 Lakhs at the end of the year.

DEPOSITS

During the year under review your company has not accepted or nor renewed any deposits, within the meaning of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

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 demat 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.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company during the year under review. Henceforth, the Company is not required to furnish the details of Section 129(3).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directorate

During the reporting year, Mr. Jitendra Vrajlal Shah (DIN: 01028713) and Mrs. Jyotsna Sudhir Vachhani (DIN: 00535817) stepped down as Non-Executive-Independent Director and Chairperson and Non-Executive-Independent Director also member and Chairperson of the Audit Committee, Nomination and Remuneration Committee, stakeholder relationship committee and Corporate Social Responsibility Committee respectively. The Board places on record its appreciation for the leadership and invaluable contribution made by Mr. Jitendra Vrajlal Shah (DIN: 01028713) and Mrs. Jyotsna Sudhir Vachhani (DIN: 00535817) during their tenures.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shetal Devang Gor (DIN: 07056824), Non-Executive-Non-Independent Director of the Company, who is longest in the office of a director, is retiring by rotation at the ensuing annual general meeting and being eligible have offered his candidature for reappointment.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel’s (KMP) are as mentioned below:

1. Mr. Bharatkumar Ghodasara, Whole Time Director

2. Mr. Dixit Patel, Chief Financial Officer

3. Ms. Jeel Poshiya, Company Secretary and Compliance Officer (upto January 31, 2024), thereafter Ms. Mona Sharma appointed as Company Secretary and Compliance Officer of the Company effected from May 24, 2024.

INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s businesses for effective functioning, which are detailed in the Corporate Governance Report.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (''IICA’).

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors has undertaken an annual evaluation of its own performance, performance of its various Committees and individual Directors. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) They have 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 of the company for that period;

c) They have 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) They 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;

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

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective Roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure - 1’.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as ''Annexure - 2''.

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. The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the afore-mentioned annexure of the Board Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance of applicable secretarial standards issued by the Institute of Company Secretaries of India from time to time.

AUDITORS

> STATUTORY AUDITOR

M/s. J. T. Shah & Company (Firm Registration No. 109616W), Chartered Accountants, Ahmedabad, were reappointed 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.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

> SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Jignesh Kotadiya & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Secretarial Audit Report for the year ended March 31, 2024 as per Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure-3’. 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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website is available on the website of Company at www.galaxybearings.com/investor.html.

NOMINATION AND REMUNERATION POLICY

The policy of the Company on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees under Sub section (3) of Section 178 of the Companies Act, 2013, is annexed herewith as ''Annexure - 4’.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report about unethical behavior, actual or suspected fraud. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.galaxybearings.com/investor.html

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

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. During the year under review, no complaints were reported to the Board.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s auditor confirming compliance forms an integral part of this Report as ‘Annexure-5’.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 with the Stock Exchanges is presented in a separate section, which forms a part of the Annual Report annexed as ‘Annexure-6’.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions in accordance with relevant provisions of the Companies Act, 2013, and SEBI guidelines, which can be accessed on the Company’s website at: www.galaxybearings.com/investor.html

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm’s length basis therefore details required to be provided in Form AOC-2 is not applicable to the Company. Necessary disclosures required under the Ind AS-24 have been made in the Notes to Financial Statements.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company’s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the industry, in which the Company is engaged, and is always trying to reduce the impact of such risks.

CORPORATE SOCIAL RESPONSIBILITY

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 Company’s 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 ''Annexure-7’. The CSR policy is available at the Company’s 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.

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.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

LISTINGS OF SHARES

The Equity shares of the Company are presently listed with the BSE, i.e. The Bombay Stock Exchange Limited. The Company has paid annual listing fees for the Financial Year 2023-24 to BSE.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENTS

The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Your directors also wish to thank its dealers, agents, suppliers, and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors For Galaxy Bearings Limited

Date: August 09, 2024 Bharatkumar Ghodasara Kartik Kumar Patel

Place: Ahmedabad Whole-time Director Independent Director

DIN: 00032054 DIN:10118898

The directors are pleased to present the THIRTY THIRD (33^rd) ANNUAL REPORT of the Company together with the Audited Financial Statements for the year ended March 31, 2023.

REVIEW OF OPERATIONS

During the year under review, the total revenue of the Company has increased to Rs. 12138.21 lakhs from Rs. 10569.85 Lakhs in financial year 2021-22 and the Profit After Tax has risen up to Rs. 1584.25 Lakh as against Rs. 1325.93 Lakh in the previous year.

DIVIDEND

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

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 318.00 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.

AMOUNTS TRANSFER TO RESERVES

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. 1594.61 Lakhs which has been transferred to surplus in the

statement of profit and loss account. Thus, total reserve and surplus stood Rs. 7127.99 Lakhs at the end of the year.

DEPOSITS

During the year under review your company has not accepted or nor renewed any deposits, within the meaning of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

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 demat 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.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Joint Venture Company or Associate Company during the year under review. Henceforth, the Company is not required to furnish the details of Section 129(3).

DIRECTORS AND KEY MANAGERIAL PERSONNELChange in Directorate

During the reporting year, Mr. Navinchandra Mohanlal Patel (DIN: 00016860) retired by rotation at the 32^nd Annual General Meeting and Mr. Pradeep Kumar Chunilal Khetani (DIN: 01786030) stepped down as Independent Director of the Company and member of Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee with effect from October 18, 2022.

The Board places on record its appreciation for the leadership and invaluable contribution made by Mr. Navinchandra Mohanlal Patel (DIN: 00016860) and Mr. Pradeep Kumar Chunilal Khetani (DIN: 01786030) during their tenures.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Devang Maheshchandra Gor (DIN: 08437363), Non-Executive-Non-Independent Director of the Company, who is longest in the office of a director, is retiring by rotation at the ensuing annual general meeting and being eligible have offered his candidature for re-appointment.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Change in Key Managerial Personnel

During the year, Ms. Urvashi Gandhi, Company Secretary and Compliance Officer resigned from the said position with effect from July 08, 2022. To fill the said vacancy, the Board of Directors at its meeting held on August 13, 2022, based on the recommendation of the Nomination and Remuneration Committee of the Company appointed Ms. Jeel Poshiya as the Company Secretary and Compliance Officer of the company with effect from August 13, 2022.

INDEPENDENT DIRECTORS

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors has undertaken an annual evaluation of its own performance, performance of its various Committees and individual Directors. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) They have 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 of the company for that period;

c) They have 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) They 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;

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

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective Roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure - 1''.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as ''Annexure - 2''.

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. The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the afore-mentioned annexure of the Board Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance of applicable secretarial standards issued by the Institute of Company Secretaries of India from time to time.

AUDITORS

> STATUTORY AUDITOR

In terms of provisions of Section 139 of the Act, M/s. J. T. Shah & Company, Chartered Accountants (Firm Registration No.: 109616W) were re-appointed as Statutory Auditors of the Company at the 32^nd Annual General Meeting (AGM) to hold office till the conclusion of 37^th Annual General Meeting of the Company.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

> SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Jignesh Kotadiya & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23.

Secretarial Audit Report for the year ended March 31, 2023 as per Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure-3’. 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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company’s website is available on the website of Company at www.galaxybearings.com/investor.html.

NOMINATION AND REMUNERATION POLICY

The policy of the Company on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees under Sub section (3) of Section 178 of the Companies Act, 2013, is annexed herewith as ‘Annexure - 4’.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report about unethical behavior, actual or suspected fraud. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.galaxybearings.com/investor.html

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

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees are covered under the above policy. The said policy has been uploaded on

the internal portal of the Company for information of all employees. During the year under review, no complaints were reported to the Board.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s auditor confirming compliance forms an integral part of this Report as ‘Annexure-5’.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 with the Stock Exchanges is presented in a separate section, which forms a part of the Annual Report annexed as ‘Annexure-6’.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions in accordance with relevant provisions of the Companies Act, 2013, and SEBI guidelines, which can be accessed on the Company’s website at: www.galaxybearings.com/investor.html

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm’s length basis therefore details required to be provided in Form AOC-2 is not applicable to the Company. Necessary disclosures required under the Ind AS-24 have been made in the Notes to Financial Statements.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company’s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the industry, in which the Company is engaged, and is always trying to reduce the impact of such risks.

CORPORATE SOCIAL RESPONSIBILITY

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 Company’s 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 ''Annexure-7’. The CSR policy is available at the Company’s 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.

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.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

LISTINGS OF SHARES

The Equity shares of the Company are presently listed with the BSE, i.e. The Bombay Stock Exchange Limited. The Company has paid annual listing fees for the Financial Year 2023-24 to BSE.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Your directors also wish to thank its dealers, agents, suppliers, and bankers for their continued support and faith reposed in the Company.

To,

Dear Shareholder’s

The Directors have pleasure in presenting the 28^,h Annual Report of your Company together with the Audited Financial Statement for the financial year ended 31’¹ March, 2018.

FINANCIAL SUMMARY

(Rs. in lacs except per equity share data)

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

REVIEW OF OPERATIONS

During the year under review, total revenue of your Company has increased to Rs. 5447.90 lacs as against Rs. 4579.24 lacs in the previous year and net profit of the company for the year has increased to Rs. 360.61 lacs as compared to 298.12 lacs for the previous year.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was ‘318.00 Lacs. 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.

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 arc requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

AMOUNTS TRANSFER TO RESERVES

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. 360.61 which has been transferred to surplus in the statement of profit and loss account. Thus total reserve and surplus stood Rs. 2210.41 Lacs at the end of the year.

INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazette dated 16^th February, 2015, notified the IND AS applicable to certain class of the companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company adopted Indian Accounting Standards (“Ind AS”) with effect from 01’* April, 2017 (transition date being 01* April, 2016). This is the first year of implementation of die Indian Accounting Standards. The financial statements for the year ended on 31” March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS). The financial statements for the year ended on 31^st March, 2017 have been recasted in accordance with Ind AS for comparative information.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. PUBLIC DEPOSITS

During the year under review your company has not accepted or nor renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES

The Company does not have any subsidiary company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of executive and non-executive directors including Independent directors who have wide and varied experience in different disciplines of corporate functioning.

Pursuant to section 152 of the Companies Act, 2013, Mr. Navinchandra M. Patel (having DIN: 00016860), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Directors recommend his re-appointment.

In view of SEBI Notification dated 09^lh May, 2018 amending SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & introducing new Sub Regulation 17(A) to be effective from 01^st April, 2019, which provides that a listed entity shall not appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of 75 years unless a special resolution is passed to that effect. Hence a resolution to this effect has been included in the notice of AGM in respect of Mr. Vinodrai H. Kansagara, who has already exceeded age of 75 years before coming into effect of said notification.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the requirement of Section 149(7) of the Companies Act, 2013, the Independent Directors have submitted their declaration to the Board that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

A. Board Meetings

During the year, Six(6) meetings of the Board of Directors were convened and held on 26^,h May, 2017, ll^,h August, 2017,14^,h September, 2017, 08’^h December, 2017,12^th January, 2018, and 12’^h February, 2018. The intervening gap between two consecutive meetings was not more than one hundred and twenty days. Details of composition of the Board as on 31^st March, 2018 and attendance of the directors at the meeting during the year under review are given below:

ED: -Executive Director, NKD:(7l Non Executive Director and NEID: K Non-Executive Independent Director

B. Audit Committee Meetings

During the Financial Year 2017-18, Five (5) meetings of the Audit Committee were held on 25^,h May, 2017, 10^,h August, 2017, 13^,h September, 2017, 07^,h December, 2017 and 10^th February, 2018. Details of composition of the Committee as on 31^s< March, 2018 and attendance of the members at the meeting during the year under review are given below:

C. Stakeholders Relationship Committee

During the Financial Year 2017-18, Four (4) meetings of the Stakeholders Relationship Committee were held on 25^th May, 2017, 10^,h August, 2017, 07^th December, 2017 and 10^th February, 2018. Details of composition of the Committee as on 31^st March, 2018 and attendance of the members at the meeting during the year under review are given below:

D. Nomination and Remuneration Committee

During the Financial Year 2017-18, two (2) meetings of the Nomination and Remuneration Committee were held on 25^th May, 2017 and 10^th August, 2017. Details of composition of the Committee as on 31^st March, 2018 and attendance of the members at the meeting during the year under review are given below:

E. Risk Management Committee

There was no requirement to hold Risk Management Committee meeting during the Financial Year 2017-18. Details of composition of the Risk Management Committee as on 31^st March, 2018 are given below:

F. Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on I?”¹ March, 2018, as required under the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

- Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board has carried out an Annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities. Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

DIRECTORS’RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

a) In preparation of the annual accounts for the financial year ended 31’* March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) They have 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) They have 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) They 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;

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHAN GE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure -1’.

PARTICULARS OF EMPLOYEES

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as ‘Annexure - 2’.

The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

STATUTOR Y AUDITORS

M/s. Samir M. Shah & Associates (Firm Reg. No. 122377W), Chartered Accountants, were appointed as Statutory Auditors of the company at the 27^,h Annual General Meeting to hold office for a period of 5 years viz. from the conclusion of 27^th AGM of Company up to conclusion of 32^nd AGM.

The Auditors’ Report for the year ended 31^st March, 2018 and the notes forming pait of the accounts referred to in the Auditor’s Report are self-explanatory and give complete information. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jignesh Kotadiya & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company.

Secretarial Audit Report for the year ended 31” March, 2018 as per Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure -3\ It does not contain any qualification, reservation or adverse remark except for Non-appointment of Company Secretary. The Company is seeking eligible candidate to appoint as a Company Secretary.

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT - 9 as per Section 92(3) and 134 (3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 is annexed herewith as ‘Annexure * 4’.

NOMINATION AND REMUNERATION POLICY

The policy of the Company on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees under Sub section (3) of Section 178 of the Companies Act, 2013, is annexed herewith as ‘Annexure - 5’.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report about unethical behavior, actual or suspected fraud. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

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

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013. During the year under review, no complaints were received by the Company related to sexual harassment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 various regulations related to Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 not applicable to the company for the financial year 2017-18. The Management Discussion and Analysis is made a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract/arrangement/transaction with related parties.

RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company for the financial year 2017-18.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

LISTINGS OF SHARES

The Equity shares of the Company are presently listed with the BSE, i.e. The Bombay Stock Rxchange Ltd. The Company has paid annual listing fees for the year 2018-19 to BSE.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES

No material Changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from Shareholders, Investors, Dealers, Suppliers, Customers, Corporation, Government authorities, Bankers and other stakeholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 13^th August, 2018 Mr. Bharatkumar K. Ghodasara Mr. Vinodrai H. Kansagara

Place: Ahmedabad (Whole-time Director) (Director)

DIN:00032054 DIN: 00015696

Dear Members

The Directors have pleasure in presenting this 24th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2014.

Financial Results 31.03.2014 31.03.2013

Sales & Other Income 47,17,61,751 38,96,20,731

Profit before Finance & Depreciation /Amortization 6,05,64,588 50,14,8771

Finance Cost 1,47,60,259 1,41,88,394

Depreciation & Amortization 45,97,171 47,75,393

Profit before Taxation 4,12,07,158 3,11,84,984

Excess Provision of IT of earlier years (2,39,944) 0

Provision for Taxation 1,36,00,000 1,05,50,000

Deferred Tax (5,90,996) (2,88,452)

Profit for the Year 2,84,38,098 2,09,23,435

Operations

The year under review was continued to be turbulent with challenging scenarios in the economic environment. Growing inflation, fiscal imbalances and resultant high interest rates continued to deter the sentiments. The Company''s performance was affected both in the domestic and the overseas market. Despite of the above situation the Company''s gross sales was increased by about 19% over the previous year''s sales of Rs.38,13,45,875/-. The exports amounted to Rs.22.44 Crores as against Rs.14.13 Crores during the previous year. Due to fluctuation in exchange rates the foreign exchange gain amounted to Rs.55,07 Lacs against gain of Rs.39.37 Lacs for the previous year . The Company has received export incentives of Rs.109.27 Lacs as against Rs.40.66 Lacs for the previous year. The Company has earned profit, after taxes, of Rs.2,84,38,098/ - against profit of Rs..2,09,23,435/- earned during the previous year.

Deposits

The company has not accepted any public deposits and the amount borrowed by the Company is of exempted category within the meaning of Rule 2 (b) (xi) of the Companies (Acceptance of Deposits) Rules, 1975.

Particulars of Employees

There were no employees covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence particulars are not given. -

FINANCE

The Company''s project is continued to be financed partly by way of borrowings and credit facilities obtained from its bankers, State Bank of India.

Directors

Shri Rasmikant Valjibhai Bhalodia (DIN00020098) and Shri Rajeshkumar Govindlal Patel (DIN00022721) retire at the ensuing Annual General Meeting and eligible offer themselves for re-appointment. The Directors recommend their re- appointment.

Upon recommendation of the Remuneration Committee, the Board of Directors have reappointed Shri Bharatkumar Keshavji Ghodasara (DIN00032054) as Jt. Managing Director of the Company for a further period of three years with effect from 1sl April, 2014 subject to your approval in the general meeting. You are requested to consider his appointment as his continuous services are recommended.

Shri Jitendra Vrajlal Shah (DIN01028713), Shri Pradip Chunilal Khatani (DIN01786030), and Smt Jyotsnaben Sudhirbhai Patel (DIN00535817) are the persons of integrity and possessing relevant expertise and experience in the opinion of the Board of Directors their appointment as Independent Difectors of the Company would be advantageous to the company . Smt Jyotsnaben will also be woman Director and Independent Director. They also meet all the criteria laid down under the provisions of Section 149(6) of the Companies Act, 2013. The Board of Directors further feel that the association of these Independent Directors with the Company will be a guiding force to the Company for the betterment and good governance. The Board of Directors further proposes to appoint them for a period of five years. You are requested to consider their appointments.

Responsibility Statement

The Directors confirm

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) that they have 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 of the Company for the year ended on 31st March, 2014.

c) that to the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that they have prepared the annual accounts on a going concern basis.

Listings

The shares are continued to be enlisted with the BSE, i.e. The Bombay Stock Exchange Ltd, Mumbai. The Company has paid annual listing fees to the BSE.

Compliance Certificate

As required under the provisions of Section 383A of the Companies Act, 1956, compliance certificate obtained from Shri R.S.Sharma & Associates practicing Company Secretary of Ahmedabad is attached herewith.

Auditors

M/s J T Shah & Company, Chartered Accountants, retires as Auditors of the Company at the ensuing Annual General Meeting, but being eligible, offer themselves for their re-appointment.

The observations of the Auditors read with Notes to Financial Statements are self explanatory.

Corporate Governance

As required under the amended provisions of Clause 49 of the Listing Agreements, the Company has already implemented the code of corporate governance for the year under review. The CFO/CEO has reported necessary compliances. A separate report on corporate governance as well as Management Discussion and Analysis Report of the Company form part of this Annual Report. ,

Conservation of Energy, Technology Absorption etc.

The Company is conscious about conservation of energy and taken steps for optimum usage. Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of J Directors) Rules, 1988 and the details of foreign exchange earnings and outgo are also given by way of an Annexure forming part of this Report.

Acknowledgements

Your Directors place on record of its appreciation of the co-operation and assistance received from Bankers of the Company. Your Directors wish to thank valued customers and suppliers of the Company for their co-operation.

Your Directors also appreciate the services rendered by staff members with their sincere and dedicated services provided to the Company.

By Order of the Board Regd Office: For GALAXY BEARINGS LTD T-18, Vikram Chambers Ashram Road Ahmedabad 380 009 V H Kansagara Date : 13.08.2014 Chairman & Mg Director DIN00015696