The Board of Directors of your Company (“The Board”] takes great pleasure in presenting before you
the 3 6th Annual Report on the Operational and Financial performance of Galaxy Bearings Limited
(“the Company”] along with the Audited Financial Statements for the Financial Year ended March
31, 2026.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company as on March 31, 2026, are prepared in accordance
with the relevant applicable Indian Accounting Standards (“Ind AS”] and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements]
Regulations, 2015 (“SEBI Listing Regulations”] and the provisions of the Companies Act, 2013 (“Act”].

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

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

BUSINESS OVERVIEW AND FINANCIAL PERFORMANCE

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

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

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

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

DIVIDEND

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

TRANSFER TO GENERAL RESERVE

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

CHANGE IN NATURE OF BUSINESS

During the year under review, your Company has not changed its business or object and continues
to be in the same line of business as per the main object of the Company.

CHANGE IN REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT

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

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

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

SHARE CAPITAL
Authorized Capital:

During the year under review, there were no changes in the Authorized Capital of your Company:

• The Authorized Capital of your Company is RS. 5,00,00,000 (Rupees Five Crore Only) divided into
50,00,000 (Fifty Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, there were no changes in the Issue, Subscribed & Paid-up Capital of
your Company:

• The Issue, Subscribed & Paid-up Capital of your Company is RS. 3,18,00,000 (Rupees Three Crore
Eighteen Lakhs Only) divided into 31,80,000 (Thirty-One Lakh Eighty Thousand) Equity Shares of
Rs.10.00 (Rupees Ten Only) each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As of March 31, 2026, your Company's Board had Six Directors comprising of one Executive
Directors, and three Non-Executive and Non-Independent Directors and Two Independent Director
including one Woman Independent Director. The details of Board and Committee composition,
tenure of directors, and other details are available in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of your Company's business for effective
functioning. The key skills, expertise and core competencies of the members of the Board are detailed
in the Corporate Governance Report, which forms part of this Integrated Annual Report.

BOARD MEETINGS

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

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

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

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

DISCLOSURE BY DIRECTORS

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

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

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

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

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

INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

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

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

APPOINTMENT / CESSATION / CHANGE IN DESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:During the year under review, the following changes took place in the Key Managerial Personnel
of the Company:

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

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

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

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

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

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

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

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

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

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

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

PERFORMANCE EVALUATION

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

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

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

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

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on
the information and explanations received from the management of your Company, confirm
that:

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable
accounting standards have been followed and that no material departures have been made from the
same;

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (the 'SEBI (LODR) Regulations, 2015’) and as part of the best governance practice,
the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder’s Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

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

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

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

REMUNERATION OF DIRECTORS

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

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

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

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

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

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

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

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENT

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

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

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

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

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

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP

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

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

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

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

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

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

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

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

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

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

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

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

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

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

RISK MANAGEMENT

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

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

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

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

DEMATERIALISATION OF SHARES

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

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

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

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

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules, 2014, as amended, the information relating to conservation of
energy, technology absorption, and foreign exchange earnings and outgo for the financial year under
review is provided below:

(A) Conservation of energy -

i. The steps taken or impact on conservation of energy:

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

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

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

iii. The capital investment on energy conservation equipment:

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

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

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

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

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

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

(RS. In lakhs)

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed
disclosures relating to remuneration of Directors, Key Managerial Personnel and employees are
annexed to this Report as an ANNEXURE A.

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

The information required under the aforesaid provisions is available for inspection by the members
at the Registered Office of the Company during business hours on working days up to the date of the
Annual General Meeting. Any member interested in obtaining such information may write to the
Company Secretary of the Company.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance practices. The
Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated
Annual Report along with the required certificate from a Practicing Company Secretary, regarding
compliance of the conditions of corporate governance, as stipulated.

As per the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed Report on Corporate Governance, along with a certificate from a
Practicing Company Secretary confirming compliance with the applicable conditions of Corporate

Governance, forms part of this Annual Report and is annexed to the Board’s Report as an ANNEXURE
B.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms
an integral part of this Annual Report and is annexed to the Board’s Report as ANNEXURE C.

STATUTORY AUDITOR AND THEIR REPORT

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

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

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

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

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

INTERNAL AUDITOR

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

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

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

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

REPORTING OF FRAUD

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

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

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

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

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

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

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

SECRETARIAL AUDITOR AND THEIR REPORT

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

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

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

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

The Secretarial Audit Report contains the following observation:

(i) Non-Dematerialization of Promoters' Holding

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

MANAGEMENT'S REPLY

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

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

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

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

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

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

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

WEBSITE

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

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

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

CYBER SECURITY

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

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

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

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

CODE FOR PREVENTION OF INSIDER TRADING

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

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

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

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

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

COST AUDITOR

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

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

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

MAINTENANCE OF COST RECORDS

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

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

GENERAL DISCLOSURE

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

Further, your Directors state that no disclosure or reporting is required in respect of the following
matters, as either no such transactions/events occurred during the year under review or the same
are not applicable to the Company:

I. Issue of equity shares with differential rights as to dividend, voting, or otherwise;

II. Issue of shares, including sweat equity shares, to employees of the Company under any scheme,
other than Employee Stock Option Scheme (ESOS);

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENT

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

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

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

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

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

SD- SD-

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

Place: Ahmedabad Whole-time Director Chairman & Independent Director

DIN:00032054 DIN:10118898