SNL Bearings Ltd — Updates, 27-05-2025: Company Update

May 27, 2025

To

BSE Limited

Corporate Relationship Department,

1st Floor, P. J Towers, Dalal Street,

Mumbai 400 001

Code No. 505827

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2025

Dear Sir/ Madam,

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019, dated February 8,

2019, we enclose herewith the Annual Secretarial Compliance Report issued by Mr.

Upendra Shukla, Practising Company Secretary, for the year ended March 31, 2025.

We request you to take the above on record.

Thanking You.

Yours truly,

For SNL BEARINGS LIMITED

Satish Rangani

Director

DIN: 00209069

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UPENDRA SHUKLA 504 , Navkar,

B. Com., F C. S Nandapatkar Road,

Company Secretary Vile Parle East, Mumbai - 400 057

Resi :2611 8257

Mob.:98211 25846

E-mail: ucshukla@rediffmail.com

C-90, Snehadhara, Dadabhai Cross Road No.3, Vile Parle West , Mumbai - 400 056.Tel. : 2624 3350

SECRETARIAL COMPLIANCE REPORT

OF

SNL BEARINGS LIMITED

[CIN: L99999MH1979PLC134191]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

I have examined:

(a) All the documents and records made available to me and explanation provided by SNL

BEARINGS

(b) The filings/ submissions made by the listed entity to the stock exchanges,

(c) Website of the listed entity,

(d) Any other document/ filing, as may be relevant, which has been relied upon to make

this Report,

for the year ended 31st March, 2025

provisions of:

(a)

Regulations, circulars, guidelines issued thereunder; and

(b)

and the Regulations, circulars, guidelines issued thereunder by the Securities and

.

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder,

have been examined, include

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 - There was no reportable event during the Review Period;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

There was no reportable event during the Review Period;

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021 - There was no reportable event during the Review

Period;

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UPENDRA SHUKLA

: 2 :

(f) Securities and Exchange Board of India (Issue and Listing of Non-convertible

Securities) Regulations, 2021 - There was no reportable event during the Review

Period;

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;

(h) Other regulations as applicable - There was no reportable event during the Review

period under any specific circulars other than those mentioned above;

and circulars/ guidelines issued thereunder;

and based on the above examination, I hereby report that during the Review Period;

(a) The listed entity has complied with the provisions of the above regulations and

circulars/ guidelines issued thereunder, except in respect of matter specified below:

(b) The listed entity has taken the following actions to comply with the observations made

in previous reports:

Sr.

No.

Compliance

requirement

(Regulations/

circulars/

guidelines

including

specific

clause)

Regulation/

Circular

No.

Deviations Action

taken

by

Type

of

action

Details

of

violation

Fine

amount

Obser-

vations/

remarks

of the

PCS

Manage-

ment

res-

ponse

Remarks

- NOT APPLICABLE -

Sr.

No.

Observations/

remarks of

the Practising

Company

Secretary in

the previous

report.

Observations

made in the

Secretarial

Compliance

Report for

the year

ended

31/03/2024 .

Compliance

requirement

(Regulations/

circulars/

guidelines

including

specific

clause)

Details of

violation/

deviations

and

actions

taken/

penalty

imposed,

if any, on

the listed

entity

Remedial

actions, if any,

taken by the

listed entity

Comments of the PCS on the

actions taken by the listed entity

- Annexure I -

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UPENDRA SHUKLA

: 3 :

(c) I hereby report that during the review period, the compliance status of the listed entity

with the following requirements:

Sr.

No:

Particulars Compliance Status

(Yes/No/NA)

Observations/

Remarks by PCS

1) Secretarial Standards:

The compliances of the listed entity are

in accordance with the applicable

Secretarial Standards (SS) issued by the

Institute of Company Secretaries of India

(ICSI).

Yes

2) Adoption and timely updation of the

Policies:

All applicable Policies under SEBI

Regulations are adopted with the

approval of Board of Directors of the

listed entity.

All the Policies are in conformity

with SEBI Regulations and have been

reviewed and updated on time, as per

the Regulations/ circulars/ guidelines

issued by SEBI.

Yes

Yes

3)

Maintenance and Disclosures on

Website:

The listed entity is maintaining a

functional website;

Timely dissemination of the

documents/ information under a

separate section on the website.

Web-links provided in annual

corporate governance reports under

Regulation 27(2) are accurate and

specific, which re-directs to the

relevant documents/ section of the

website.

Yes

Yes

Yes

4) Disqualification of Directors:

None of the Directors of the Company

is disqualified under Section 164 of the

Companies Act, 2013

Yes

5) Details related to subsidiaries of listed

entities:

(a) Identification of material subsidiary

companies.

(b) Requirements with respect to

disclosure of material as well as

other subsidiaries.

NA

NA

Listed entity does not

have any subsidiary

company.

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UPENDRA SHUKLA

: 4 :

6)Preservation of Documents:

The listed entity is preserving and

maintaining records as prescribed under

SEBI Regulations and disposal of

records as per Policy of Preservation of

Documents and Archival policy

prescribed under SEBI LODR

Regulations, 2015.

Yes

7) Performance Evaluation:

The listed entity has conducted

performance evaluation of the Board,

Independent Directors and Committees

at the start of every financial year as

prescribed in SEBI Regulations.

Yes

8) Related Party Transactions:

(a) The listed entity has obtained prior

approval of Audit Committee for all related

party transactions;

(b) In case no prior approval obtained, the

listed entity shall provide detailed

reasons along with confirmation whether

the transactions were subsequently

approved/ratified/rejected by the Audit

Committee.

Yes

NA

No such instance has

come to notice during

review of records

9) Disclosure of events or information:

The listed entity has provided all the

required disclosure(s) under Regulation

30 along with Schedule III of SEBI

LODR Regulations, 2015 within the time

limits prescribed thereunder.

Yes

10) Prohibition of Insider Trading:

The listed entity is in compliance with

Regulation 3(5) & 3(6) SEBI

(Prohibition of Insider Trading)

Regulations, 2015.

Yes

11) Actions taken by SEBI or Stock

Exchange(s), if any:

No action(s) taken against the listed

entity/ its promoters/ directors/

subsidiaries either by SEBI or by

Stock Exchanges (including under the

Standard Operating Procedures issued

by SEBI through various circulars)

under SEBI Regulations and

circulars/ guidelines issued thereunder

(or)

The actions taken against the listed

entity/its promoters/ directors/

subsidiaries either by SEBI or by Stock

Exchanges are specified in last Column.

Yes

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UPENDRA SHUKLA

: 5 :

12)Resignation of statutory auditors

from the listed entity or its material

subsidiaries:

In case of resignation of statutory

auditor from the listed entity or any of

its material subsidiaries during the

financial year, the listed entity and/or its

material subsidiary(ies) has/ have

complied with paragraph 6.1 and 6.2 of

Section V-D of Chapter V of the Master

Circular on compliance with the

provisions of the LODR Regulations by

listed entity.

NA

There was no such

resignation from

statutory auditor

13) No Additional Non-compliances

observed:

No additional non-compliance

observed for any of the SEBI

regulation/circular/guidance note etc.

except as reported above.

Yes

Assumptions and limitation of scope and review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and

information furnished, are the responsibilities of the management of the listed entity.

2. My responsibility is to certify based upon my examination of relevant documents and

information. This is neither an audit nor an expression of opinion.

3. I have not verified the correctness and appropriateness of financial records and books of

accounts of the listed entity.

4. This report is solely for the intended purpose of compliance in terms of Regulation 24A

(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

is neither an assurance as to the future viability of the listed entity nor of the efficacy or

effectiveness with which the management has conducted the affairs of the listed entity.

UDIN: F002727G000350734

Peer Review Certificate No. 1882/2022 (U.C. SHUKLA)

Place: Mumbai COMPANY SECRETARY

Date: 15/05/2025 FCS: 2727/CP: 1654

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UPENDRA SHUKLA

ANNEXURE - I

Sr. No.

Observations/ remarks of the Practising Company Secretary in the previous reports.

Observations made in the Secretarial Compliance Report for the year ended 31/03/2024.

Compliance requirement (Regulations/ circulars/ guidelines including specific clause)

Details of violation/ deviations and actions taken/ penalty imposed, if any, on the listed entity.

Remedial actions, if any, taken by the listed entity.

Comments of the PCS on the actions taken by the listed entity.

1 2 3 4 5 6 7 1)

--

Special Resolution should have been passed for the Non-

Executive Director,

who attained 75 years of age on 13/11/2023, as required under Regulation 17(1A) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, prior to attaining the ag

e limit, i.e. on

or prior to 13/11/2023.

Constitution of Board of Directors under Regulation 17(1A) of SEBI (LODR) Regs.,2015.

One of the Non-

Executive

Directors attained age of 75 years on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obliga

tion and

Disclosure Requirements) Regulations, 2015, the Company was required to pass a Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024. The BSE imposed a fine of Rs.1,15,640/-(Including GST)

Mr. Satish Rangani,

(DIN:

00209069)

Non-

Executive

Director attained the age of 75 (Seventy-

Five) years on

November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2

024 and

they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.

The Company has

applied for the waiver of fine to BSE Limited vide letter dated March 4, 2024.

The delay in compliance was

for the

period 13/11/2023 to 17/03/2024.. There is no reply from BSE

to the

application of waiver of penalty made by the Company.

2) -- The Special Resolution was

passed on 18/03/2024 by postal ballot for continuation of Non-Executive Non-

Constitution of Board of Directors

Due to delay in compliance of Reg. 17(1A) as stated herein-above, the Board had only five Directors instead

The Board of the Company comprises of 6 Directors,

The delay in compliance was for the period 13/11/2023 to 17/03/2024.

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Independent Director, who had attained the age of 75 years on 13/11/2023 on the Board of the Company. Hence, constitution of the Board was effected during the period 13/11/2023 to 17/03/2024.

under Regulation 17(1)(c) of SEBI (LODR) Reg., 2015

of six Directors as required u/r 17(1) (c)

which is the minimum number of Directors as per Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence Mr. Satish Rangani continued as the Non-Executive Director after attaining the age of 75 (Seventy-

Five) years. The

Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.

3) --

Committee had only two members as against three members as required u/r 20 during the period 13/11/2023 to 17/03/2024

Constitution of Relationship Committee. Regulation 20 of SEBI (LODR) Reg., 2015

Due to delay in compliance of Reg. 17(1A) as stated herein-above, the SRC had only two members instead of three members as required u/r 20

The Company approached the shareholders for approval for

c

ontinuation of Mr.

Satish Rangani

(DIN:

00209069), upon attaining the age of 75 (seventy-

five)

years, as a Non-

Executive

Non-Independent Director of the Company vi

de Postal

Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his contin

uation on the Board

since November 13, 2024

The delay in compliance was for the period 13/11/2023 to 17/03/2024.

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