SNL Bearings Ltd

SNL Bearings Limited — Closure of Trading Window from Thursday, October 01, 2026 till the end of 48 hours after the declaration of Un-audited financial results for the quarter and half year ended September 30, 2026

Internal Auditor Appointment

• Internal Auditor appointed: M/s S K Naredi & Co LLP, for FY 2026-27.

Reason for Change

• Reason: appointment consequent on death of the previous Internal Auditor.

Effective Date & Term

• Effective date: September 10, 2026; term: FY 2026-27.

Profile of Appointee

• Profile: Chartered Accountant firm established 1986 with manufacturing and listed entities audit experience.

Relationship Disclosure

• Disclosure: Not Applicable.

Other Notes

• There are no other material reasons stated for change.

Governance Impact

• No board/committee changes reported.

AGM Details

• Date and mode: 11 Aug 2026, VC/OAVM.
• Start time 11:33 AM; end 12:16 PM.
• Record date: 04 Aug 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt Audited Financial Statements and reports.
• Resolution 2 (Ordinary): Reappointment of director by rotation.
• Resolution 3 (Special): Re-appoint Kaiyomarz Marfatia as Independent Director.
• Resolution 4 (Ordinary): Approve Material Related Party Transactions.
• Resolution 5 (Special): Pay commission to non-executive directors.

Voting Results

• All resolutions passed by the required majority.
• Resolution 4 counted with promoter votes excluded.

Dividend

• Dividend: none proposed or declared.

Director Changes

• Satish Rangani reappointed by rotation.
• Kaiyomarz Marfatia appointed as Independent Director.

Auditor/Accounts

• Audited financial statements and auditors’ reports adopted.

AGM Details

• Date/time/mode: 11 Aug 2026, 11:33 a.m.–12:16 p.m. IST, via VC/OAVM.
• Remote e-voting: Aug 8–10, 2026; AGM on-site e-voting available to participants.

Key Resolutions

• Ordinary: adopt audited financial statements with boards and auditors' reports.
• Ordinary: re-appoint a director by rotation.
• Special: re-appoint Independent Director.
• Special: approve material related party transactions.
• Special: approve commission to non-executive directors.

Voting Results

• Voting results to be intimated separately; no outcomes disclosed in this filing.

Director Changes

• Director rotation: director retires; eligible for re-appointment.
• Independent Director: re-appointment proposed.

Internal Auditor demise

• Internal Auditor: M/s. Jayesh Bhagchandani & Co., Chartered Accountants, ceased to act.
• Category: Internal Auditor.
• Date of demise: July 13, 2026.
• Impact: Cessation of Internal Auditor; governance implications.
• Shareholding: not applicable; no promoter group status.
• Interim action: replacement process underway to fill casual vacancy.
• Intimation to company: August 6, 2026.

AGM Details

• 46th AGM scheduled for Aug 11, 2026 at 11:30 IST.
• Meeting mode: Video Conferencing/Other Audio-Visual Means.
• Notice and Annual Report for FY 2025-26 available online.

Financial performance

• Revenue from operations: ₹5,662 lakh in FY25-26, up from ₹5,119 lakh.
• Profit before tax: ₹1,458 lakh, up from ₹1,414 lakh.
• Profit after tax: ₹1,085 lakh, vs ₹1,086 lakh prior year.
• Interim dividend of ₹15 per equity share declared for FY25-26.
• Dividend payout ratio is about 50% of PAT.
• Net worth / shareholders' funds: ₹7,585 lakh; total assets ₹8,422 lakh.
• Earnings per share: ₹30.05 (basic and diluted).
• Company remains debt-free; no borrowings; undrawn facilities ₹545 lakh.
• CRISIL rating: A/Stable for long-term facilities.

Geography & customers

• Domestic revenue ₹5,524 lakh; exports ₹138 lakh.
• Two customers exceeded 10% of total revenue; combined ₹3,245 lakh.
• Top five customers accounted for 77% of revenue.
• NRB Bearings Limited is holding company; intercompany transactions exist.
• Intercompany sales to NRB: ₹1,873 lakh; other items ₹194; reimbursements ₹91.
• Export mix expanding to industrial applications within the group.
• Geographical non-current assets: within India ₹1,513 lakh; outside India nil.

Dividend & capital allocation

• Interim dividend of ₹15 per share declared for FY25-26.
• Final dividend for FY25-26 proposed Nil.
• No transfer to general reserve; profits retained in P&L.
• Unpaid dividends balance ₹34 lakh; ₹5 lakh transferred to IEPF during year.
• Retained earnings: ₹6,224 lakh; total other equity ₹7,224 lakh.

Capital structure & liquidity

• Debt-free; no borrowings; cash and cash equivalents ₹32 lakh.
• Lease liabilities: ₹7 lakh (non-current).
• Undrawn facilities: ₹545 lakh (OD ₹45 lakh; cash credit ₹500 lakh).
• Gearing: negative 0.33%; net debt negligible.
• Unclaimed dividend balance ₹34 lakh; IEPF transfers as applicable.

Governance & board

• Board comprises 6 directors; 3 independent as on 31 Mar 2026.
• Kaiyomarz Minoo Marfatia reappointed as Independent Director for 2026–2031.
• Audit Committee chaired by Claude D’Gama Rose; 4 meetings in FY2025-26.
• Secretarial Auditor: Upendra Shukla & Associates; no qualifications.
• Code of Conduct affirmed; Independent Directors meet; familiarization programs published.

Related party transactions

• Material related party transactions with NRB Bearings Limited up to ₹40 crore for 2026–27.
• FY26 transactions with NRB: sale of finished goods ₹1,873 lakh; materials ₹43; PPE ₹50.
• Reimbursements to NRB: ₹91; dividend on equity ₹212.
• Fellow subsidiaries NRB Bearings (Thailand) Ltd and NRB Europe contributed ₹23 lakh and ₹109 lakh respectively.

CSR & sustainability

• CSR expenditure ₹22 lakh for FY25-26; Sankalp ₹7 lakh; Ugam ₹15 lakh.
• 2% of average net profit target ₹21.92 lakh; actual ₹22 lakh spent.
• CSR policy published on the company website; CSR Committee comprising 3 directors.

Audit, controls & risk

• SAP S/4HANA implemented from April 1, 2025; ERP upgrade strengthened controls.
• Key audit matter: data migration risk and IT general controls during SAP rollout.
• Internal controls deemed adequate; no material weaknesses found.
• Independent Auditor’s Report confirmed compliance with IND AS and governance standards.
• auditors highlighted audit trail not enabled at database level; app-level logging in place.

Outlook & risks

• Long-term Indian automotive/engineering outlook positive; demand supported by infra and localization.
• Risks include inflation, geopolitics, commodity and forex volatility.
• Strategic focus on automation, cost control, product development, and customer diversification.

AGM details

• AGM scheduled Aug 11, 2026 at 11:30 AM IST via VC/OAVM.
• Register of Members closed Aug 5–11, 2026 (inclusive).
• Remote e-voting Aug 8–10, 2026 between 9:00 AM and 5:00 PM.
• Attendance through VC/OAVM counted for quorum.

Key resolutions

• Ordinary resolution: appoint Satish Rangani as director in place of retiring director.
• Special resolution: re-appoint Kaiyomarz Minoo Marfatia as Independent Director.
• Ordinary resolution: approve material related party transactions with NRB Bearings Limited.
• Special resolution: approve remuneration/commission to Non-Executive Directors.

Director changes

• Director appointment in place of retirement: Rangani to be appointed as director.
• Independent director re-appointment: Marfatia for second term through May 30, 2031.

Material related party transactions

• Counterparty: NRB Bearings Limited; scope covers machinery, equipment, raw materials, and reimbursements.
• Aggregate proposed RPT up to Rs 40 crore; arm's length and ordinary course.
• NRB Bearings Limited is holding company; NRB holds 73.45% of SNL.
• Promoter/Director interests: Harshbeena Zaveri and Satish Rangani deemed interested.
• Omnibus approval; pricing at arm's length.

Remuneration to non-executive directors

• Special resolution: remuneration/commission to Non-Executive Directors up to Rs 3 lakh per director per year.