<dhhead>DIRECTORS’ REPORT</dhhead>

To,

The Shareholders,

Galaxy Bearings Limited

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 (Rs. 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).

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