Directors Report of Deccan Bearings Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 40^rh Annual Report of Deccan Bearings Ltd [''The
Company''], together with the Audited Financial Statements [standalone and consolidated) for the
Financial Year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

fin Rs)

Particulars	2024-25	2023-24
Revenue from Operations	0.00	0.00
Other Income	4,00,790.10	4,56,618.00
Total Income	4,00,790.10	4,56,618.00
Total Expenses	19,98,188.00	22,25,590.00
Profit before Tax	fl5,97,398.00)	(17,68,972.00)
Total Tax Expenses	39,446.00	0.00
Net Profit/fLoss)	fl6,36,844.00)	(17,68,972.00)
Earnings Per Equity Share [in Rs.)
Basic	[0.75)	(0.81)
Diluted	[0.75)	(0.81)

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to
correspond with the currentyear’s classification/disclosure.

OVERVIEW

During the year under review, there was no Revenue from operations of the Company other
income for FY 2024-25 was Rs. 4,00,790.00 as compared to Rs. 4,56,618.00 for FY 2023-24. The
loss after tax ["PAT”) attributable to shareholder for FY 2024-25 was Rs. 16,36,844.00 as against
Rs. 17,68,972.00 for FY 2023-24.

Earnings per share was Rs [0.75) [Basic) and [Diluted) stood at in FY 2024-25 as compared to
Rs.[0.81) [Basic) and [Diluted) in FY 2023-24.

The company''s Financial Statements have been prepared in compliance with the Indian
Accounting Standards [lnd-AS) as notified under the Companies [Indian Accounting Standards)
Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable
provisions of the Act The annual accounts have been prepared without any significant deviations
from the prescribed accounting norms.

The company ensures timely adoption of new or amended lnd-AS as applicable, and any material
impact arising from such changes is appropriately disclosed in the financial statements. The
financial reporting process involves a thorough review by the finance team and consultation with
external auditors to ensure adherence to statutory requirements.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to General Reserves for the year under
review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

DIVIDEND

Your Directors did not recommend any dividend for the year.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

There has been no increase/decrease in the Authorized Share Capital of your Company during
the year under review.

*Subsequent to the end of the financial year, with the approval of Members in the Extra ordinary
General Meeting held on 27^th May, 2025 the Authorised vcapital of the company from Rs.
3,25,00,000/- (Rupees Three Crore Twenty Five Lakhs only) consists of 32,50,000 (Thirty Two
Lakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 20,00,00,000/-
(Rupees Twenty Crore Only) consisting of 2,00,00,000 {Two Crore) Equity Shares of face value of
Rs. 10/- (Rupees Ten only)

** Subsequent to the end of the financial year in the Extra ordinary General Meeting held on 27^th
May, 2025 the company has issued and allot 1,78,16,666 (Equity Shares of the Company of face
value of Rs. 10/- per Equity Share at an issue price of Rs. 10/- each, aggregating to Rs.
17,81,66,660/- to the Non promoters.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001, Maharashtra, India;

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associates and Joint Venture companies

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.deccanbearings.in.

MANAGEMENT S DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (3] read with Schedule Part V of the SEBI [Listing Obligations and
Disclosures Requirements] Regulations, 2015 with Stock Exchange in India, is presented
in a separate Annexure -I forming part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPl
Composition

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained
success and effective governance. In alignment with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements] Regulations, the composition of the Board reflects an optimal mix of Executive
and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry
knowledge, financial acumen, legal insight, and operational experience. The Directors also bring
in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to
informed decision-making and help maintain the Company''s strategic edge in a competitive
environment

As of March 31, 2025, the Board consisted of seven [7] Directors, including:

• One Executive Directors and

• Six Independent Director including one Woman Independent Director

Appointment/ Re-appointment/Resignation :

During the Financial Year 2024-25:

1. Mr. Priyankbhai Vasantbhai Ghelani (DIN: 10989804] appointed as (Executive- Managing
Director] Additional Director of the Company w.e.f 15^th March, 2025 and regularised at
the Extra-Ordinary General Meeting dated 27^th May, 2025;

2. Mrs. Aakansha Vaid (DIN: 02796417] appointed as (Non-executive Independent]
Additional Director of the Company w.e.f 22^nd October, 2024 and regularised at the Extra¬
Ordinary General Meeting dated 27^th May, 2025;

3. Mr. Nitin Arvind Oza (DIN: 03198502] appointed as (Non-executive Independent]
Additional Director of the Company w.e.f 22^nd October, 2024 and regularised at the Extra¬
Ordinary General Meeting dated 27^th May, 2025;

4. Mr. Nishith Trivedi (DIN: 10332082] appointed as (Non-executive Independent]
Additional Director of the Company w.e.f 15^th March, 2025 and regularised at the Extra¬
Ordinary General Meeting dated 27^th May, 2025;

5. Mr. Ajay Jagdishbhai Gohel [DIN: 10989812) appointed as [Non-executive Independent)
Additional Director of the Company vv.e.f 15^th March, 2025 and regularised at the Extra¬
Ordinary General Meeting dated 27^th May, 2025;

6. Mr. Ritesh Mohan Parab [DIN: 09494605) resigned from the post of Managing Director
vv.e.f 01^st December, 2024;

7. Mr. Vinay Tendulkar Harishchandra [DIN: 00343153) Director (Non- Executive
Independent) of the Company w.e.f 01^st December, 2024;

8. Mr. Priyankbhai Ghelani appointed as Chief Financial Officer (CFO) of The Company w.e.f
15* March, 2025;

9. Ms. Asha Pal (Membership No. A58325) appointed as Company Secretary of the Company
w.ef 11^th February, 2025;

10. Ms. Asha Pal who was appointed as Chief Financial Officer on 11^th February, 2025
resigned from the post of CFO w.e.f 25^th February, 2025;

11. Mrs. Archana Sharma (Membership No: A38513) who was appointed as Company
Secretary of the Company on 16^th August, 2024, resigned from the Company w.e.f 10th
February, 2025;

12. Mrs. Archana Sharma who was appointed as Chief Financial Officer of the Company on
05* September, 2024 resigned as Chief Financial Officer of the Company w.e.f 10^th
February, 2025;

13. Mr. Vimal Amrutlal Marvanis resigned from the post of CFO on 21^st June, 2024;

14. Mr. Ritesh Mohan Parab (DIN: 09494605) retire by rotation and be and is hereby re¬
appointed as a Director of the Company on 39th Annual general Meeting held on 30th
September, 2024;

15. Ms. Sneha Lohogaonkar (Membership No. A49891) resigned from the post of Company
Secretary and Compliance Officer of the Company w.e.f. 14^th August, 2024;

Directors retiring by rotation

Pursuant to the provisions of Section 152 ofthe Act read with the relevant rules made thereunder,
one-third of the Directors are liable to retire by rotation every year and if eligible, offer
themselves for re-appointment at the AGM.

Mr. Priyanbhai Vasantbhai Ghelani (DIN: 10989804), who retires by rotation as a Director being
longest in the office are liable to retire by rotation atthe ensuing Annual General Meeting ("AGM")
and being eligible, has sought re-appointment. Based on recommendation of the Nomination and
Remuneration Committee, the Board of Directors has recommended their re-appointment and
the matter is being placed for seeking approval of members at the ensuing Annual General
Meeting of the Company.

Pursuant to Regulation 36 of the SEB1 Listing Regulations read with Secretarial Standard-2 on
General Meetings, necessary details of Mr. Priyanbhai Vasantbhai Ghelani (DIN: 10989804), are
provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

1. Mr. Priyanbhai Vasantbhai Ghelani is Chief Financial Officer of the Company

2. Ms. Asha Pal is the Company Secretary of the Company

INDEPENDENT DIRECTORS:

Statement on declaration given by Independent Directors

The Company has four Independent Directors, namely Mr. Sandip Keshav Pawar, Mrs. Shilpa
Sagar Parab, Mr. Nishith Trivedi Trivedi, Mr. Ajay Jagdishbhai Gohel, Mrs. Aakansha Vaid and Mr.
Nitin Arvind Oza. Each of them has submitted the requisite declarations under Section 149(7) of
the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the
Act and Regulation 16(l)(b) of the SEB1 Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors
have further confirmed that they are not aware of any circumstances or situations that could
impair their independence or affect their ability to exercise objective judgment free from external
influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also
affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent
Directors) and the Company''s Code of Conduct. There has been no change in the status or
circumstances that would affect their designation as Independent Directors during the reporting
period.

Additionally, the Company has received confirmation from all Independent Directors regarding
their registration in the Independent Directors'' databank, maintained by the Indian Institute of
Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website
of the Company at www.deccanbearings.in.

Familiarization Programme for Independent Directors

Your Company has adopted a formal Familiarisation Programme for Independent Directors to
support their effective participation on the Board. As part of the familiarisation process, the
Company provides detailed insights into its business operations, industry dynamics,
organizational structure, and group-level businesses. Independent Directors are also informed
about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI
Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the
website of the company www.deccanbearings.in.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the
Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

I. In the preparation of the annual accounts for the financial year ended March 31,2025, the
applicable accounting standards have been followed and there were no material
departures;

II. The Directors 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 as on March 31, 2025 and of the profit of
the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board has demonstrated a high level of involvement in guiding
the Company, supported by detailed discussions and timely decisions. In cases of urgent or
extraordinary matters arising between scheduled meetings, the Board’s approval is obtained
through resolutions passed by circulation, in accordance with the provisions of the Act and
relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to
ensure formal documentation and compliance.

During the financial year. Nine (9) meetings of the Board of Directors were held, the details of
which are given in the Corporate Governance Report of the Company, which forms a part of the
Annual Report and is annexed as Annexure-II. The intervening gap between the meetings was
within the prescribed period under the Act and the SEBI Listing Regulations.

CORPORATE GOVERNANCE REPORT

As on 31^st March, 2025 the paid up share capital of the company was not exceeding Rs. 10 Cr. and
net worth not exceeding Rs. 25 Cr. Hence, the Corporate Governance Report not applicable.
However, the Company given the Corporate Governance Report as part of the Annual Report and
is annexed as Annexure-II

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (one) time on
February 14,2025.

ANNUAL BOARD EVALUATION

The Company has established a comprehensive framework for evaluating the performance of the
Board of Directors, its Committees, and individual Directors, in line with the requirements of
Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the
Company''s Nomination and Remuneration Policy. As part of this evaluation process, structured
and confidential questionnaires were circulated to all Directors to obtain feedback on various
aspects of the Board''s functioning, the effectiveness of its Committees, and the performance of
each Director. The observations and responses received were compiled, analyzed, and
subsequently presented to the Chairman of the Board for review and discussion.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted the following committees:

-Audit Committee

- Nomination and Remuneration Committee

- Stakeholder''s Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

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
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 all companies having net worth of''500 crore or
more'' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any
financial year are required to constitute a appropriate corporate social responsibility CSR
Committee of the Board of Directors comprising there or more directors, at least one of whom an
independent director and such company shall spend at least 2 % of the average net profits of the
Company''s three immediately preceding financial year. The Company presently does not with any
of the criteria stated herein above.

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

1. During the period under review An Open Offer has been made pursuant to Regulations
3(1) and 4 read with 13(1) and 15(1) of the Takeover Code for the purpose of substantial
acquisition of equity shares and control by Mr. Paresh Gushabhai Satani, Mr. Tanuj
Pareshkumar Satani, Mr.Chirag Ramjibhai Satani and Mr. Ramjibhai Gushabhai Satani via
Public announcement made on dated 22^nd April, 2025;

2. A Share Purchase Agreement has been executed on April 22, 2025, amongst the Mr.
Paresh Gushabhai Satani (Acquirer) and Mr. Satyajit Mishra (Seller) pursuant to which

the Acquirer have agreed to acquire 11,47,504 [Eleven Lakhs Forty Seven Thousand Five
Hundred and Four) Equity Shares of the Target Company constituting 52.56% of the
existing paid-up Equity Share Capital of the Target at ?10/-[Rupees Ten) per Equity
Share;

3. Further, all the Acquirers are taking steps to acquire up to 1,27,64,477 fully paid-up equity
Shares of Rs.10/- each by way of preferential allotment representing 63.82% of the fully
diluted expanded paid-up capital of the company

4. Vide Extra Ordinary General Meeting held on dated 27^th May, 2025 followings
business has been passed:

a. Preferential Issue and Allotmentof 1,78,16,666 Equity Shares of Face Value of Rs.
10/- each to Non Promoter [s) of the Company.

b. Increase in Authorized Share Capital of the Company up to Rs. 20,00,00,000/-
[Rupees Twenty Crore Only) consisting of 2,00,00,000 [Two Crore) Equity Shares
of Face Value of Rs. 10/- [Rupees Ten Only) Per Equity Share.

c. Approval of Loans, Investments, Guarantee or Security Under Section 185 of
Companies Act, 2013.

d. Make Loans or Investments) or Provide Security and Guarantee in excess of the
Prescribed Limits Under Section 186 of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to
maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2025, the Board consists of 6 members. Out of which Two are
executive Director, Three non - executive Independent Director and One non - executive Non
Independent Director.

The policy of the Company on directors appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board
and are stated in this Board report. We affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration policy of the Company

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination
and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition
of the Committees is provided in the corporate governance report section ofthis Annual Report

RISK MANAGEMENT POLICY:

Deccan Bearings Ltd is exposed to risks such as liquidity risk, Interest rate risk. Credit risk and
Operational risk that are inherent in the construction cum infrastructure businesses and has
extended the scope in the petroleum business. The infrastructure and realty segment presently
witnessing down trend. The Company decides to follow the infrastructure and government
sponsored projects in future as well as petroleum business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The establishment of an effective corporate governance and internal control system is essential
for sustainable growth and long-term improvements in corporate value, and accordingly Deccan
Bearings Ltd India Limited works to strengthen such structures. We believe that a strong internal
control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size
and complexity of its operations. The internal controls ensure the reliability of data and financial
information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is constantly
assessed and strengthened with new/revised standard operating procedures. These controls
ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and
completeness of the accounting records and timely preparation of reliable financial information.
Critical functions are rigorously reviewed and the reports are shared with the Management for
timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to M/s Manas Das & Co. The main focus of internal
audit is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. Significant audit observations and
follow-up actions thereon are reported to the Audit Committee. For ensuring independence of
audits, internal auditors report directly to the Audit Committee, any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all critical
and high-risk areas.

STATUTORY AUDITORS:

M/s. PAMS & Associates, FIRM Registration No: FRN: 316079E were appointed as Statutory
Auditors of the Company for a period of five consecutive years from the 39^th Annual General
Meeting (AGM) to 43^rd AGM on a remuneration mutually agreed upon by the Board of Directors
appointed in the 39^th AGM held on 30^th September, 2024 and the Statutory Auditors. Pursuant to
the amendments made to Section 139 of the Act by the Companies [Amendment) Act, 2017
effective from May 07, 2018, the requirement of seeking ratification of the Members for the
appointmentofthe Statutory Auditors has been withdrawn from the Statute. Hence the resolution
seeking ratification of the Members for continuance of their appointment at this AGM is not being
sought.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant
notes on accounts are self-explanatory and do not call for any comments under section 134 of the
companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Amarendra Mohapatra & Associates, Practicing Company Secretary was appointed to
conduct the Secretarial audit of the Company for the financial year 2024-25, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for
F.Y. 2024-25 is Annexure-IH to this Board''s Report.

The Board recommended to appoint M/s Amarendra Mohapatra & Associates, Practicing
Company Secretary for the financial year 2025-26 to 2027-28.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. The policy on related party transactions is
uploaded on the Company''s website. All related party transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual
basis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3) (h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no
contract where in the related parties are interested. In accordance with the provisions of the
Companies Act, 2013, the details of related party transactions are available in the Notes to the
Standalone financial statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form
part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and
contribution made towards the growth of the company. The relationship with the workers of the
Company''s manufacturing units and other staff has continued to be cordial. To ensure good
human resources management at the company, we focus on all aspects of the employee lifecycle.
Duringtheir tenure atthe Company, employees are motivated through various skill-development,
engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of the
annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is
being sent to the members of the Company and others entitled thereto. The said information is
available for inspection atthe registered office of the Company during business hours from 11
a.m. to 5 p.m. on working days of the Company up to the date of the ensuing Annual General
Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company
Secretary in this regard.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s products/business of
the Company for FY 2024-25.

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

The details of conservation of Energy, Technology Absorption are notapplicable in the case ofthe
company. However, the company tookadequate steps to conserve the Energy and used the latest
technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange
outgo is Nil.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods
ofthe company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

DISCLOSURE UNDER SEXUAL HARRASMENT OFWOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment
at the workplace in line with the provisions ofthe Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be
viewed on the Company''s website www.deccanbearings.in.

The details of Number of complaints of Sexual Harassment received. Number of complaints
disposed ofand Number of cases pending for more than ninety days in the Financial Year as stated
below:

SL No.	Particulars	Comments
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed off during the year	NIL
3	Number of cases pending for more than ninety days	NIL

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times. The Directors further
express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.

By Order of Board
For DECCAN BEARINGS LIMITED

SD/- SD/-

Date: 05.09.2025 PRIYANKBHAIV GHELANI NISHITH TRIVEDI

Place: Mumbai Managing Director Director

DIN:10989804 DIN:08166461

---

Mar 31, 2024

Your Directors are pleased to present their 39^th Annual Report of the Company on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS:

(In Rupees)

Particulars	For the Year ended	For the Year ended
	31st March, 2024	31st March, 2023
Net Profit/ Net Loss Before Providing for Depreciation and Tax	(17,53,032)	(41,41,734)
Less: Depreciation	15,940	89,709
Profit after Providing for Depreciation and before tax	(17,68,972)	(42,31,443)
Add/ (Less) Provision for: A) Deferred Tax
B) Income Tax	-	-
C) Tax in respect of earlier year	-	-
Profit/(Loss) after Taxation	(17,68,972)	(42,31,443)

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIR:

Current Year''s Operation: Gross Revenues from operations was NIL against Rs. 50,660 in the
previous year. The Company has for the year ended 31^st March, 2024 made a net loss of Rs.
17,68,972 as compared to previous year loss Rs. 42,31,443/- after providing for taxation.

Your Company is in the Business of Ball and Roller Bearings which are required in the Automobile
Segment. About 65% of the Bearings demand is from the Original Equipment Manufacturers
(OEMs) and the rest is from the After Market and some exports. However, the management of the
Company shall timely capitalize on the market opportunities considering the strengths the
Company possesses.

DIVIDEND

In view of accumulated losses, your Directors did not recommend any dividend for its equity
shareholders for the year ended 31^st March, 2024.

MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments affecting the financial position of the Company have taken
place from March 31, 2024 till the date of this report.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFERS TO RESERVES:

In view of accumulated losses, the Company was not required to transfer any amount to the
Reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 3,25,00,000/- (Rupees Three Crores Twenty
Five Lakhs) and paid up capital of the Company is Rs. 2,18,33,340/- (Two Crores Eighteen Lakhs
Thirty Three Thousand Three Hundred and Forty).

During the year there was no change in Share capital of the Company.

DETAILS OF SUBSIDIARY / IOINT VENTURE/ASSOCIATES COMPANY

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ Joint
Venture and Associate Companies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made by the Company, are given in the notes to the financial statements
(Please refer Note No. 4 under Notes to Financial Statement).

During the year under review, your Company did not give any other loans or guarantees, provide
any security or make any investments as covered under Section 186 of the Companies Act, 2013,
other than as disclosed above.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the
Company and the nature of its business. The management exercises financial control on the
Company''s operations through monitoring and standard operating procedures.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.

The Information required under the Provision of section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the Conservation of
energy and technology, absorption, is not applicable as the Company mainly in the business of
trading in Bearings.

EMPLOYEES RELATIONS:

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

Further during the year, the Company considering the health and safety of employees and
advisories, orders and directions issued by central and state governments to restrict the novel
corona virus, the Company implemented a work from home facility to ensure employees safety.

DIRECTORS:

Declaration by an Independent Directors'') and Re- Appointment:

All the Independent Directors of the Company have given their declarations to the Company
under Section 149(7) of the Act that they meet the criteria of independence as provided under
Section 149(6) of the Act read with Regulation 16(1) (b) ''the Listing Regulations''. There has been
no change in the circumstances affecting their status as Independent Directors of the Company.

Appointment and Cessation:

Ms. Aishwarya C. Khanvilkar resigned from the post of Company Secretary and Compliance
Officer w.e.f. 04^th July, 2023.

Ms. Sneha D. Lohogaonkar was appointed as Company Secretary and Compliance Officer w.e.f.
09^th November, 2023.

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ritesh Parab
(Executive- Managing Director), retires by rotation at this Annual General Meeting and being
eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for
performance valuation of the Board, its committees and individual directors including
independent Directors covering various aspects of the Board''s functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate evaluation
process, the Board has carried out the annual performance evaluation of its own performance,
the Individual Directors including Independent Directors and its Committees on parameters such
as level of engagement and contribution, independence of judgment, safeguarding the interest of
the Company and its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed
a policy for selection and appointment of Directors, Senior Management and their remuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of
Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate
Social Responsibility is not applicable to the Company.

MEETINGS OF THE BOARD:

The Board met Five (5) Times during the Financial Year 2023-24. The Board Meeting held are as
follows:

Sr. No	Dates	Board Strength	No. of. Directors Present
1	22nd May, 2023	4	4
2	4th July, 2023	4	4
3	11th August, 2023	4	4
4	9 th November, 2023	4	4
5	9th February, 2024	4	4

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of
Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and
Section 177 of the Companies Act, 2013. The Primary objective of the committee is to monitor
and provide effective supervision of the management''s financial reporting process to ensure
accurate and timely disclosures, with the highest level of transparency, integrity and quality of
financial reporting.

Four Audit Committee Meetings were held during the year as below

22.05.2023

11.08.2023

09.11.2023

09.02.2024

The Following are the Members of the Audit Committee:

Name	Category	Designation
Mr. Vinay Tendulkar	Non- Executive Independent Director	Chairman
Mr. Sandip Pawar	Non- Executive Independent Director	Member
Ms. Shilpa Parab	Non Executive Independent Woman Director	Member

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this Committee of the Board of Directors (''the Board'') shall be to discharge the
Board''s responsibilities related to nomination and remuneration of the Company''s Directors and
Key managerial personnel. The Committee has the overall responsibility of approving and
evaluating the nomination and remuneration plans, policies and programs for Directors and Key
managerial personnel.

Two Nomination and Remuneration Committee Meetings were held during the year as below:

22.05.2023

09.11.2023

The Following are the members of the Nomination and Remuneration Committee:

Name	Category	Designation
Mr. Vinay Tendulkar	Non- Executive Independent Director	Chairman
Mrs. Shilpa Parab	Non- Executive Independent Woman Director	Member
Mr. Sandip Pawar	Non-Executive Independent Director	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee
expresses satisfaction with the Company''s performance in dealing with investor grievances and
its share transfer system. Details of the changes in composition and attendance of Members of the
Stakeholder relationship Committee during the year as follows:

Three Stakeholder relationship Committee Meetings were held during the year as below:

11.08.2023

09.11.2023

09.02.2024

The Following are the members of the Stakeholder relationship Committee:

Name	Designation	Category
Mr. Vinay Tendulkar	Chairman	Non- Executive Independent Director
Mr. Sandip Pawar	Member	Non- Executive Independent Director
Mrs. Shilpa Parab	Member	Non-Executive Independent Woman Director

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board. They
bring to bear their expertise and experience on the deliberations of the Board. This enriches the
decision making process at the Board with different points of view and experiences and prevents
conflict of interest in the decision making process.

None of the Independent Directors serves as “Independent Directors” in more than seven listed
companies. No person has been appointed or continuing as an Alternate Director for an
Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion of
the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations,
2015 and are independent of the management.

During the year under review, the Independent Directors met on 09.02.2024 inter alia:

• To review the performance of the Non-Independent Directors (Executive Directors);

• To review the performance of the Board of the Company as a whole;

• To review the performance of Chairman of the Company taking into account the views of
Executive Directors on the same;

• To assess the quality, quantity and timeliness of flow of information between the Company
management and the Board. They expressed satisfaction at the robustness of the evaluation
process, the Board''s freedom to express views on the business transacted at the Meetings
and the openness with which the Management discussed various subject matters on the
agenda of meetings.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

• In the preparation of the annual accounts, the applicable accounting standards have been
followed.

• The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 the year under review.

• The Directors have 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.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

• The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions, that were entered into during the Financial Year under review,
were on an arm''s length basis, and in the ordinary course of business and are in compliance with
the applicable provisions of the Act and the Listing Regulations.

Information on transactions with related parties pursuant are given in Annexure “B” under Form
AOC-2 and the same forms part of this Annual report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

During the year under report, there were no significant material orders passed by the Regulators/
Courts/ Tribunals impacting the going concern status and Company''s operations in future.

MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial
Personnel) 2014 is as follows:

Name of the Director	Amount of remuneration to Directors	Percentage increase(Decrease) in the remuneration	Ratio of remuneration of Director to median remuneration of employees
Mr. Ritesh Parab	Rs.3,00,000/-	38.20%	4

1. The Independent Directors do not receive any remuneration except sitting fees.

2. The percentage decrease in the median remuneration of the employees in the financial Year

was 19.41% (As Compared to Previous year employee''s median).

3. As on 31^st March 2024, there were a total of 7 employees on the payroll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of the company.

A) None of the employee of the Company was in receipt of the remuneration (throughout the
financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of
Managerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors
of the Company are the Managing Director or Whole Time Director in the Associate
Company.

C)

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Sr	Particulars	2023-2024	2022-2023
no.
1.	Foreign Exchange Earnings : [Export of Goods(F.O.B.)]	Nil	Nil
2.	Foreign Exchange Outgo: Traveling	Nil	Nil
	Professional Fees	Nil	Nil
	Imports Raw - Materials on C.I.F.	Nil	Nil
	Trading Goods on C.I.F	Nil	Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigil Mechanism for Directors and
Employees of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate 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 implementation of the Code. All Board
Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

M/s Suvarna & Katdare, Chartered Accountant was re-appointed as the Statutory Auditor of the
Company at 38^th Annual General Meeting and whose tenure was upto conclusion of 39^th Annual
General meeting.

M/s Suvarna & Katdare, Chartered Accountant has provided their consent to get re-appointed as
the Statutory Auditor of the Company for further period of 1 year at their Board meeting held on
22^nd May, 2023.

The Audit Committee and the Board at their meeting held on 22^nd May, 2023 approved the re¬
appointment of M/S. Suvarna & Katdare, Chartered Accountants as statutory auditors for a
period of 1(One) year.

The remuneration payable to the Statutory Auditors shall be determined by the Board of
Directors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under second proviso of
Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The provision of Section 204 read with section 134(3) of the companies Act, 2013. The Board had
appointed M/s. Pooja Gandhi & Co., Practicing Company Secretary, as the Secretarial Auditor for
the year 2024-2025 and their report is annexed to this Report as “Annexure A”.

Observation as mentioned in Secretarial Audit Report is as under:

We further report that the Share Holding of some of the Promoters and Promoter Group are not
held in dematerialized form and in this regard the company has taken effective actions and
continues to follow up with other promoters and promoters group as well as other shareholders
to get their shares in dematerialized form through RTA.

The Board''s comments on the observations made in the Secretarial Audit Report (MR-3)
are as follows:

The Company is regularly pursuing promoters, promoter groups and other shareholders whose
shares are in physical mode for the compliance with the SEBI order directly and/or through the
Company''s Share Transfer agent for getting their respective shares dematerialized.

ANNUAL REPORT:

The Annual Report of the Company as on March 31, 2024 is available on the Company''s website
and can be accessed at https: //www.deccanbearings.in/investor.php?val=17.

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of
its business, including adherence to company''s policy, safeguarding of its assets, Prevention
detection fraud and error etc.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section
148 (1) of the Companies act, 2013, does not apply in respect of Company''s Business.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto, excluding the information on
employees'' particulars which is available for inspection by the members at the Registered office
of the company during business hours on working days of the company up to the date of ensuing
Annual General Meeting. If any member is interested in inspecting the same, such member may
write to the company in advance.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 a Report on Corporate Governance Report is not applicable to the Company as it does not
fall under the criteria of Paid up Share Capital of Rs. 10 Crores and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where
the Company''s shares are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis Report is
presented in a separate section forming part of this Annual Report.

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 were no orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

SAFEGUARD AT WORKPLACE:

The management takes due care of employees with respect to safeguard at workplace. Further,
No complaints are reported by any employee pertaining to sexual harassment.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the
Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and
workers at all levels for their continuous cooperation and assistance.

By order of board of directors,
Deccan bearings Limited

Date: 5^th September, 2024 Sd/- Sd/-

Place: Mumbai Mr. Ritesh Parab Mr. Vinay Tendulkar

Managing Director Director

DIN: 09494605 DIN: 00343153

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

FINANCIAL RESULTS

Particulars March 31,2015 March 31,2014

Net Profit/ Net Loss Before Providing (5,14,547) 4,51,765 for Depreciation

Less: Depreciation 15,13,466 8,48,948

Profit after Providing for Depreciation (20,28,013) (3,97,183)

Add / (Less) Provision for:

A) Differed Tax 65,742 1,36,807

B) Income Tax -- --

Profit/(Loss) after Taxation (19,62,271) (2,60,376)

Add: Balance brought forward from (34,92,019) (34,12,888) previous year

Add: Excess Provision for Tax for Earlier NIL 1,81,245

Balance Carried to Balance Sheet (54,54,290) (34,92,019)

OPERATIONAL REVIEW:

Gross revenues has decreased to Rs. 3,52,83,068, against Rs. 4,38,37,513 in the previous year. The Company has for the year ended 31st March, 2015, made a net loss of Rs 19,62,271 (Previous year Rs. 79131) after providing for taxation.

DIVIDEND

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not taken / given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.

A. Conservation Of Energy: Not applicable

B. Research & Development (R & D):

1. Special areas in which R & D carried out by the company:

R & D activity covers application development of new sizes specifically developed for customer requirements.

2. Benefits Derived As A Result Of The Above R & D:

Enlargement of product range and contribution to import substitution program of customers.

3. Future plan of action:

To cover more users/industries under the fold of application developed program.

4. Expenses on R&D:

The expenses on development activity being a part of the overall operation are not separately accounted for.

C. Technology absorption, adaptation and innovation:

During the year on-going product up gradation in terms of quality and productivity was maintained using in-house technology. No imported technology was absorbed and the Company's products continue to enjoy international acceptance.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels. DIRECTORS:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

B. Appointment:

During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director on the Board of the Company.

Ms. Kavita S. Pawar resigned from the Directorship ofthe Company w.e.f 05/06/2015

C. Cessation:

None of the Directors have ceased from their office during the year 2014 -15.

D. Retirement by rotation:

In terms of the provisions of the Companies Act, 2013, Abhay Vipin Kothari (DIN: 00110960) retires by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment.

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

MEETINGS OF THE BOARD:

Seven Meetings of the Board of Directors of the Company were held during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

The Directors have 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.

The Directors have prepared the annual accounts on a going concern basis.

The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE

The Committee met 4 times during the year under review.

Composition and attendance during the financial year ended 31st March, 2015 is as under:

Name of Directors Designation Category No. of Meetings attended

Mr. Rajeev D. Shenvi Chairman Independent/Non-Executive 04

Mr. Abhay V. Kothari Member Non-Executive 04

Mr. Mahesh Parab Member Independent/Non-Executive 04

NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Remuneration Committee' has been re-designated as the 'Nomination and Remuneration Committee' with amended scope of powers as mandated by the Act.

Composition of Nomination and Remuneration Committee is as under:

Name of Director Designation Category

Mr. Mahesh S. Parab Chairman Independent / Non- Executive

Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive

Mr. Abhay Vipin Kothari Member Non Executive Director

The Nomination and Remuneration Committee met 4 times

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Shareholders Grievance Committee' has been re-designated as the 'Stakeholders Relationship Committee' with amended scope of powers as mandated by the Act.

Composition of Stakeholders Relationship Committee is as under:

Name of Director Designation Category

Mr. Mahesh S. Parab Chairman Independent / Non- Executive

Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive

Mr. Abhay Vipin Kothari Member Non Executive Director

Managerial Remuneration:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial Personnel) 2014 is as follows:

Name of the Director Amount of Percentage increase Ratio of remuneration in the remuneration remuneration Directors of each Director/to median remuneration of employees

Mr. Abhay Kothari 0 0.00 0

Mr. Rajeev Shenvi 0 0.00 0

Mr. Kiran N. Vora 11,73,360 0.00 109.66

Mr. Barukhbhai W. Christian 3,97,966 0.00 37.19

Ms. Kavita Pawar 0 0.00 0

A) None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying hue to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance 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 implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon is self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied with the fullest extent.

AUDITORS:

At the Annual General Meeting, the Member will be requested to ratify the Re-Appointment of M/s.

D.V.Vora & CO. (Firm Registration No.lll624W) Chartered Accountants, Auditors of the Company and authorize the Board of Directors to fix their Remuneration.

The Report of the statutory Auditors along with the notes to schedule is enclosed to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S.G. and Associates, a firm of company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure B".

BUSINESS RISK MANAGEMENT:

The company has framed a risk management policy and the same is available on the website of the Company. The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow to manage risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met.

COST AUDIT:

As per the Rules made by central government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of company's business.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion Analysis Report forms an integral part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

By Order of the Board of Directors

Sd/- Kiran Vora Place: Mumbai Managing Director Date: 31st July, 2015 DIN: 00108607

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the audited accounts for the year ended 31st March, 2014.

Year Ended Year Ended 1. FINANCIAL RESULTS: 31.03.2014 31.03.2013

Net Profit before providing for Depreciation 4,51,765 6,75,759

Less: Depreciation 8,48,948 10,03,764

Profit after providing Depreciation (3,97,183) (3,28,005)

Add/(Less): Provision for

A] Deferred Tax 1,36,807 1,18,850

B] Income Tax - -

Profit/(Loss) after Taxation (2,60,376) (2,09,155)

Add: Balance brought forward from previous year (34,12,888) (32,03,733)

Add: Excess Provision for Tax for Earlier 1,81,245 -

Balance Carried to Balance Sheet (34,92,019) (34,12,888)

2. DIVIDEND:

In view of the need to conserve the resources for the future growth, no dividend has been considered by the Board.

3. PRESENT OPERATIONS & FUTURE OUTLOOK:

The year 2013-2014 was sluggish year for Indian Economy. GDP Growth decelerated to 5%, inflation remained high, rupee depreciated considerably and overall investments slowed down leading to weak overall sentiments. This resulted in increase in the input cost and also reduced sales and turnover of the import related products sold by the Company. There was however increase in the sales of the indigenous products sold by the Company. Over all the sales and profitability of the Company suffered in the year under consideration.

With the new government at the centre there is an expectation of growth in industrial production, which should in turn benefit the Company''s sales and profits in the year ahead. All efforts are also being made by the Company to increase the number of sales channels in different parts of the country to boost up sales and profits.

4. DIRECTORS:

Mr. Kiran N. Vora and Mr. Barukh William Christian, Directors retire by rotation and are being eligible, offer themselves for re-appointment.

Independent Directors, Mr. Rajeev D. Shenvi and Mr. Mahesh S. Parab are proposed to be appointed as independent directors at the ensuing Annual General Meeting for the period of five years from 30.09.2014. they are not liable to retire by rotation. The necessary resolutions are placed before the members for consideration and approval.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that :

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

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 the loss of the Company for the year ended on that date.

(iii) the Directors have 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 detecting and preventing frauds and other irregularities.

(Iv) the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS:

The Auditors M/s D. V. Vora & Co. Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

7. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration falling under the provisions of Section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure-I and forms part of this report.

9. APPRECIATION:

Your Directors wish to convey their sincere thanks to State Bank of India, the valued dealers and customers and staff members and shareholders of the Company for their continued support and assistance to the Company. For and on behalf of the Board of Directors

Sd/- KIRAN N.VORA Mumbai, Dated: 2nd September, 2014 Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts for the year ended 31st March, 2013.

Year Ended Year Ended

1. FINANCIAL RESULTS: 31.03.2013 31.03.2012

Net Profit before providing for Depreciation 6,75,759 11,20,527

Less: Depreciation 10,03,764 9,49,964

Profit after providing Depreciation (3,28,005) 1,70,563

Add/(Less): Provision for

A] Deferred Tax 1,18,850 (89,776)

B] Income Tax - (2,40,000)

Profit/(Loss) after Taxation (2,09,155) (1,59,213)

Add: Balance brought forward from previous year (32,03,733) (30,44,520)

Add: Excess Provision for Tax for Earlier --- --

Balance Carried to Balance Sheet (34,12,888) (32,03,733)

2. DIVIDEND:

In view of the need to conserve the resources for the future growth, no dividend has been considered by the Board.

3. PRESENT OPERATIONS & FUTURE OUTLOOK:

During the year under consideration, the Company has mainly focused on increasing the range :

of the Company''s products with a view to create additional customer base and thereby increase the Turnover of the Company; The strategy succeeded and the total sales of the company increased by about 5% inspite of heavy recessionary trends and lower demand in the industrial sectors. Although the exports of the company suffered due to the disturbed middle east markets, the local sales did well due to wider range of our products and increased customer base.

The Indian economy continues to remain sluggish and the industrial consumption low. The GDP projections for the coming year has been revised downward by the government.

However, it is expected to improve in the later part of the year.

Overall, the Company expects to achieve its sales and profit targets during the year ahead, with better sales networking and further increase in its product range.

4. DIRECTORS:

Mr. R.D.Shenvi and Mr. Abhay V. Kothari, Director sretire by rotation and are being eligible, offer themselves for re-appoint friend;

5. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that

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

(ii )their accounting policies are consistently applied..and reasonable, prudent judgment and estimates are made so as to give true and Fairview of the state of affairs of the Company at the end of the financial year; and the loss of the Company for the year ended on that date.

(iii) the] Directors have 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 detecting and preventing frauds and other irregularities.

(iv) the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS:

The Auditors Wa D. V. Vpra & Co. Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from the -

Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration falling under the provisions of Section 217{2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: -

Information as per Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the

Annexure-I arid brims part of this report. :

9. APPRECIATION:

Your Directors v/dish to convey their sincere thanks to State Bank of India, the valued dealers and customers and staff members and shareholders of the Company for their continued support and assistance to the Company.

For and on behalf of the board of Directors

KIRANN.VORA

Mumbai, Dated: 2 September, 2013 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the audited accounts for the year ended 31st March, 2010.

Year Ended Year Ended

1. FINANCIAL RESULTS: 31.03.2010 31.03.2009

Net Profit before providing for Depreciation 12,08,739 2,90,438

Less: Depreciation 8,31,861 8,89,336

Profit after providing Depreciation 3,76,878 (5,98,898)

Add/(Less): Provision for

A] Deferred Tax 3,97,839 1,55,294

B] Income Tax (1,00,000) Nil

C] Fringe Benefit Tax Nil (1,10,000)

Profit7(Loss) after Taxation 6,74,717 (5,53,604)

Add: Balance brought forward from previous year (41,80,047) (36,26,443)

Amount available for Appropriation (35,05,330) (41,80,047)

Appropriation:

Balance carried to Balance sheet (35,05,330) (41,80,047)

2. DIVIDEND:

In view of the need to conserve the resources for the future growth, no dividend has been considered by the Board.

3. PRESENT OPERATIONS & FUTURE OUTLOOK:

During the year under consideration, the Company has entered into Production and Distribution of a whole new range of Industrial Bearings particularly with more emphasis on the local markets. These additional product range along with aggressive marketing policies of the Company has resulted in about 20% growth in the overall sales of the Company from Rs. 51224263 to 61224974. The above increased sales turnover has also resulted in improving the profit line of the Company in the year under consideration.

The Company is in the process of further increasing the range of products to be manufactured as well as directly procure from various qualitative sources so as to further increase the overall sales and profit line.

4. DIRECTORS:

Mr. Kiran N. Vora and Mr. Barukh W. Christian, Directors retire by rotation and are being eligible, offer themselves for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 the profit of the Company for the year ended on that date.

(iii) the Directors have 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 detecting and preventing frauds and other irregularities.

(Iv) the Directors have prepared the annual accounts on a going concern basis.

6. AUDITORS:

The Auditors M/s D. V. Vora & Co. Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment. Certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

7. APPOINTMENT OF COST AUDITORS:

We are advised by Mr. V. V. Deodhar, Cost Accountant. Mumbai, that the provisions of Cost Audit are not applicable to the Company and accordingly an application has been sent to "The Adviser (Cost) Govt, of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi" for cancellation of Cost Audit Order.

8. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration falling under the provisions of Section 217(2A) of the Companies Act, 1956.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure-I and forms part of this report.

10. APPRECIATION:

Your Directors wish to convey their sincere thanks to State Bank of India, the valued dealers and customers and staff members and shareholders of the Company for their continued support and assistance to the Company.

For and on behalf of the Board of Directors

SD/- KIRAN N.VORA Mumbai, Dated: 1stSeptember, 2010 Managing Director