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

FINANCIAL SUMMARY AND HIGHLIGHTS

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

PERFORMANCE REVIEW

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

PUBLIC DEPOSITS

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

DIVIDEND

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

SHARE CAPITAL

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

LISTING

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

ANNUAL PERFORMANCE AND BOARD EVALUATION

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

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

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

• Attendance at Board and Committee Meetings;

• Quality of contribution to the deliberations;

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

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

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

NUMBERS OF DIRECTORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

1. Managing Director_ Mr. Dilip Changela_

2. Whole time director_ Mr. Diveshkumar Changela

3. Whole time director_ Mr. Vijay Changela_

4. Chief Financial Officer Mr. Vishal Changela_

5. Company Secretary_ Mr. Ketankumar Savaliya

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

MEETINGS OF THE BOARD AND COMMITTEES

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief and according to the information
and explanations obtained by them and as required under Section 134(3) read with Section
134(5) of the Act state that:

(a) in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if
any;

(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit and loss of the company for that period;

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

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

(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
and

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

COMMITTEES OF THE BOARD

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

1) Audit Committee;

2) Stakeholders' Relationship Committee;

3) Nomination and Remuneration Committee; and

4) Corporate Social Responsibility Committee.

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

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and
Regulation 18 of the Listing Regulations.

The Audit Committee acts in accordance with the terms of reference specified by the
Board of Directors of the Company. Further, during the period under review, the Board of
Directors of the Company has accepted all the recommendations of the Committee and
the details pertaining to the composition of the Audit Committee are included in the Report
on Corporate Governance, which forms a part of the Annual Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters. It also supervises the Company's
internal control and financial reporting process and vigil mechanism.

NOMINATION AND REMUNERATION COMMITTEE

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

The terms of reference of the Nomination and Remuneration Committee are as per the
governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule
II).

STAKEHOLDERS' RELATIONSHIP COMMITTEE

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

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

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of
Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of
fraud and mismanagement. It also provides adequate safeguards against victimization of
directors or employees or any other person who avail the mechanism and it provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Vigil Mechanism are provided in the report on Corporate Governance
and also posted on the website of the Company. Under the policy, the Directors and
employees are free to report any violation of the applicable laws and regulations and the
code of conduct of the Company. The reportable matters are to be disclosed to the Audit
Committee.

During the year under review, the Company has not received any complaints under the
said mechanism.

STATUTORY AUDITORS

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

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

STATUTORY AUDITORS' REPORT

The Statutory Auditors' reports on the Audited Standalone Financial Statements of the
Company for the financial year ended 31st March, 2025 form part of this Report.

The Statutory Auditors' Reports on the Audited Standalone Financial Statements for the
financial year ended 31st March, 2025 does not contain any qualifications, reservations or
adverse remarks or disclaimer.

COST RECORDS AND COST AUDIT

During the financial year under review, the Company duly made and maintained the Cost
accounts and records as required under Section 148(1) of the Act.

The Company has received Cost Audit Report for the financial year ended 31st March, 2025
from M/s. M.C. Bambhroliya & Associates, Cost Auditors of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors of the Company, in its meeting held on 25th
May, 2024, re-appointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot
(FRN: 101692) as Cost Auditors of the Company to conduct audit of cost records of the
company for the financial year 2024-25.

Further, the Board of Directors of the Company, in its meeting held on 27th May, 2025 re¬
appointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot (FRN:101692) as
Cost Auditors of the Company to conduct audit of cost records of the company for the
financial year 2025-26. A resolution seeking ratification of the remuneration payable to the
said Cost Auditors for the financial year 2025-26 by the members is provided in the Notice of
the ensuing 34th AGM of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, the Company had appointed M/s. K. P. Ghelani & Associates,
Company Secretaries, Rajkot to undertake Secretarial Audit of the Company for the
financial year 2024-25.

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

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee,

re-appointed M/S. P. GHANSHYAM & CO., Chartered Accountants as Internal Auditors and
the Internal Auditor submits his report to the Audit Committee on a quarterly basis. Based on
the Internal Auditor’s reports, the management undertakes corrective actions in respective
areas and thereby strengthens the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee periodically.

REPORTING OF FRAUD BY AUDITORS

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

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, safeguarding of assets,
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control systems in
the Company, its compliance with operating systems, accounting procedures at the
Company and strives to maintain the highest standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

ANNUAL RETURN

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

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm’s length basis. No
material contract/arrangement/transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on
the Company’s website. Your directors draw attention of the Members to Notes to the
standalone financial statements which set out related party disclosures as per the Act, SEBI
Listing Regulations and the Accounting Standards.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to
this Report.

PARTICULARS OF EMPLOYEES

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

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace
pursuant to the requirements of the Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder.
Accordingly, Internal Complaints Committee [“ICC”] has been constituted for redressal of
any sexual harassment complaint. The following is the summary of the complaints during the
financial year 2024-25:

a) Number of complaints received during : Nil
the financial year

b) Number of complaints disposed of : Nil
during the financial year

C) Number of complaints pending at end : Nil
of the financial year

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

RECONCILIATION OF SHARE CAPITAL AUDIT

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

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to the
dematerialization of shares, the company has entered into an agreement with NSDL &
CDSL.

As on March 31,2025, 100% of the share capital of the company is dematerialized.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Government of India, after the completion of seven years or more.

Further, according to the provisions of 124(6) of the Act read with the said Rules, the shares
on which dividend remained unpaid or unclaimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF
Authority. Accordingly, during the financial year under review, the Company filed Form
IEPF-2 Statement of unclaimed and unpaid amounts to the IEPF Authority.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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

PREVENTION OF INSIDER TRADING

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

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior
Management and the same is available on the Company’s website.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ANNEXURES FORMING PART OF THIS ANNUAL REPORT

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
VISHAL BEARINGS LIMITED

Date: 26.08.2025
Place: Shapar, Rajkot

Sd/-

DILIP G. CHANGELA

Chairman & MD
DIN:00247302