Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.

1. Financial Results

(? in lakhs)

2. Dividend

Based on the Company's performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.

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

3. State of Company's Affairs, Operations & Future Outlook

During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.

India's economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government's continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.

The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.

The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.

4. Finance

Rating of your Company has been reaffirmed as 'CRISIL A Stable' for the short-term bank facilities and 'CRISIL A Stable' for the Company's long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.

a. Public Deposits

During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.

b. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board's approval.

During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.

5. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)

years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

Mr. Lalit Pandey - Chief Executive Officer

Mr. Ram Narayan Sahu - Chief Financial Officer

Ms. Pooja Jeswani - Company Secretary

During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.

Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.

Board Evaluation

For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.

Familiarization Programme for Independent Directors

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

Remuneration Policy

The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company's operations and objectives. The detailed remuneration policy can be accessed on the Company's website at www.snlbearings.in.

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

Meetings

During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.

6. Subsidiary, Associate and Joint Venture Companies

As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.

7. Business Risk Management

The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don't unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company's factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.

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

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

a. Measures taken for conservation of energy

During the year, the Company has taken few energy savings actions as below:

1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.

2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.

c. Foreign exchange earnings & outgo for the year ended March 31, 2024

Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs

Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs

9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy

Throughout the year, the Company maintained positive relations with the workmen's unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.

The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company's code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company's website at www.snlbearings.in.

The Company confirms that no complaints were received during the year.

10. Safety, Health & Environment

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

Furthermore, the Company's Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).

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

Corporate Social Responsibility

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

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

• Employment enhancing vocational skills

• Promoting social business projects

During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;

i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.

ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.

iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.

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

11. Corporate Governance

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

The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.

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

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

All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.

There are no relationships between the Directors inter-se.

12. Extract of Annual Return

The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.

13. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;

ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

14. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT's entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

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

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

15. Internal Financial Control Systems and Adequacy

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

The Company's Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.

16. Particulars of Employees

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

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.

17. Auditors Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.

Cost Auditor

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

Secretarial Auditor

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor's reports

There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor's reports.

The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.

Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the

age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.

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

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

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

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

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

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.

21. Change in nature of business

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

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

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

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.

24. Acknowledgements

The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company's bankers, customers, suppliers and all employees of the Company for their efforts during year.

For and on behalf of the Board of Directors

SNL Bearings Limited

Harshbeena Zaveri

Chairperson

Place: Mumbai Date : May 15, 2024