The Board of Directors of your Company are pleased to present the 64^th Annual Report, with audited financial statements
(standalone and consolidated) for the financial year ended on 31^st March, 2025.

1. Summary-Financial Results (Standalone and Consolidated):

2. Operations:

The Standalone Revenue from operations of the
Company for the year ended on 31^st March, 2025,
stood at INR 49,199.2 Million compared to INR
45,701.3 Million in the previous year. The Company's
Standalone Profit before Tax for the year under review
was INR 7,631.0 Million compared to INR 7,357.9 in the
previous year.

The Standalone Profit after Tax for this period was INR
5,658.1 Million, compared to INR 5,517.7 Million during
the previous year.

The Company incurred a capital expenditure of INR
1,313.9 Million during the year.

3. Standalone and Consolidated Financial Statements:

The standalone and consolidated financial statements
of the Company for FY 2024-25 are prepared in
compliance with the applicable provisions of the
Companies Act, 2013 (‘the Act') including Indian
Accounting Standards specified under Section 133
of the Act. The audited standalone and consolidated
Financial Statements together with the Auditors'

Report thereon forms part of the Annual Report of FY
2024-25.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial
Statements of the associate company in the
prescribed Form AOC-1 forms a part of the Annual
Report as AOC-1 - Annexure-E.

The Financial Statements of the associate company
shall be made available to Members on request
through email and are also available on the website of
the Company, which can be accessed at https://www.
skf.com/in/investors in the ‘Investors' section.

4. Material changes and commitments if any, affecting
the financial position of the Company:

There have been no material changes and
commitments affecting the financial position of the
Company that have occurred between the end of the
financial year of the Company to which the financial
statements relate and up to the date of this report.

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

5. State of Company’s Affairs:

The Company empowers global enterprises with
its latest technology for the next decade today. The
Company's core businesses include manufacturing
of bearings and their components in India. SKF
India Limited is an affiliate of the Sweden-based
SKF Group, which was founded in 1907. SKF Group
started its operations in India in 1923 and continues
to provide industry-leading automotive and industrial
engineered solutions through its five technology¬
centric platforms: bearings and units, seals,
mechatronics, lubrication solutions and services.
Over the years, the Company has evolved from being
a pioneer ball bearing manufacturing company to
a knowledge-driven engineering company helping
customers achieve sustainable and competitive
business excellence.

SKF's solutions provide sustainable ways for
companies across the automotive and industrial
sectors to achieve breakthroughs in friction reduction,
energy efficiency, and equipment longevity and
reliability. With a strong commitment to research-
based innovation, SKF India offers customised value-
added solutions that integrate all its five technology
platforms.

M/s AB SKF (the Promoter Shareholder of the company)
expressed the decision of its Board to initiate the
separation of its automotive business globally.

I n line with this direction, the Board of the Company
evaluated and discussed various alternatives for
the segregation of its Automotive and Industrial
businesses. After due consideration, the Board
determined that a demerger of the Industrial business
was the most suitable option. The Board noted this
decision in its meeting held on 08^th October 2024, and
granted its in-principle approval to proceed with the
segregation through a Scheme of Arrangement.

To facilitate this, a wholly owned subsidiary in the
name and style of SKF India (Industrial) Limited was
incorporated on 17^th December 2024. The incorporation
was duly intimated to the stock exchanges within
the prescribed timeline. Subsequently, the Company
applied to NSE and BSE for a No Objection
Certificate (NOC) in respect of the proposed Scheme
of Arrangement, and NOCs were received from both
exchanges on 28^th March 2025.

Pursuant to the provisions of Regulation 30 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI LODR"), and based on the
recommendations of the Audit Committee and the
Independent Directors, the Board of Directors has
approved a Scheme of Arrangement (“Scheme")
between:

• SKF India Limited (“Demerged Company"), and

• SKF India (Industrial) Limited (“Resulting Company",
a wholly owned subsidiary),

along with their respective shareholders and creditors,
under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013.

This Scheme provides for the demerger of the
Company's Industrial Business (as defined in the
Scheme) into SKF Industrial, forming the basis of the
Proposed Transaction.

The copy of the scheme along with relevant
document are also available on company's website:
https://cdn.skfmediahub.skf.com/api/
public/09246abb5c641445/pdf preview
medium/09246abb5c641445 pdf preview medium.
pdf

https://www.skf.com/in/investors/shareholder-

information

The state of affairs of the Company is presented as
part of the Management Discussion and Analysis
Report forming part of this Annual Report as
Annexure-A.

6. Transfer to Reserves

The Board of Directors decided to retain the entire
amount of profit for FY 2024-25 in the profit and loss
account. No amount was transferred to the General
Reserves of the Company.

7. Dividend:

The dividend recommended is in accordance with
the Dividend Distribution Policy of the Company. For
FY 2024-25, the Company has declared a dividend as
the final dividend of INR 14.5/- per equity share of INR
10/- each to its shareholders .

FY 2024-25 exceptional year with demerger
announcement, aforesaid dividend is recommended
due to with capex & Split in Cash in Demerger . The

Board of Directors at their meeting held on 15^th May,
2025 has recommended the payment of INR 14.5/-
per equity share of the face value of INR 10/- each
as the final dividend for the financial year ended
31^st March, 2025, compared to INR 130/- per equity
share for the preceding financial year ended
31^st March, 2024. The pay-out is expected to be INR
716.9 Million, the payment of the final dividend is
subject to the approval of the shareholders of the
Company at the ensuing 64^th Annual General Meeting
(AGM) of the Company to be held on 06^th August,
2025.

The record date is Friday, 04^th July, 2025, for
the purpose of determining the eligibility of the
shareholders for payment of the dividend for the
financial year ended 31^st March, 2025.

As per the Income Tax Act, 1961 (the Act), as amended
by the Finance Act, 2020, dividends paid or distributed
by a company after 01^st April, 2020 shall be taxable in
the hands of the shareholders.

The Company shall, accordingly, make the payment of
the final dividend after deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(‘SEBI LODR'), the Dividend Distribution Policy
approved by the Board is available on the Company's
website:

https://www.skf.com/binaries/pub12/
Images/0901d196809a6abb-Dividend-Distribution-
Policy-SKF-India-Feb-2017 tcm 12-526433.pdf

The policy is also part of the Annual Report as
Annexure-L.

During this financial year, the unclaimed dividend
amount pertaining to the dividend for FY 2016-17 was
transferred to the Investor Education and Protection
Fund (IEPF).

8. Share Capital Structure and Listing of Shares:

The paid-up share capital of the Company as of
31^st March, 2025, is INR 494.38 Million divided
into 4,94,37,963 equity shares of INR 10/- each.
The Company's equity shares are listed on the BSE
Limited (BSE) and the National Stock Exchange of
India Limited (NSE).

During the year under review, there was no change
in the share capital of the Company from the last
financial year.

The shares are actively traded on the BSE and the
NSE and have not been suspended from trading.

The Company has not issued any shares with
differential voting rights or sweat equity shares
during FY 2024-25. As on 31^st March, 2025, none of
the Directors of the Company hold any instruments
convertible into equity shares of the Company.

9. Awards and Accolades:

Your directors are pleased to share that during the year
under review, your company continued its tradition
of excellence and was honored with several awards
and recognitions, reaffirming its strong foothold in
the Indian manufacturing industry. The following are
some of the notable achievements:

a) Pune:

1. QCFI “Energy Conservation - 2024" Bhosari
Factory Maintenance (Case Study)- Gold
Award

2. QCFI “Energy Conservation - 2024" Bhosari
Factory Maintenance (Case Study)- Gold
Award

3. QCFI “Energy Conservation - 2024" Bhosari
Factory Maintenance (Slogan) - Gold Award

4. QCFI “Energy Conservation - 2024" Bhosari
Factory Maintenance (Poster) - Gold Award

5. QCFI “Energy Conservation - 2024" Bhosari
Factory Maintenance (Poster) - Gold Award

6. CII “CII National 3M Competition" Online
SHO Team-Platinum Award

7. CII “CII National 3M Competition" Online
Resetting Team-Gold Award

8. CII “CII National 3M Competition" Online
Factory Maintenance Team-Gold Award

9. CII “49^th National Kaizen Competition-2024
Bengaluru" Resetting Team-Platinum Award

10. CII “49^th National Kaizen Competition-2024
Bengaluru" DGBB Team-Platinum Award

11. CII “Digitalization & Artificial Intelligence
for Quality Improvements" Online - Factory
Maintenance Team - Bronze Award

12. CII “Digitalization & Artificial Intelligence
for Quality Improvements" - Online Factory
Maintenance Team - Bronze Award

29. CII “51St CII National Kaizen Competition" -
Online - Roller Team - Gold Award

30. CII “51St CII National Kaizen Competition" -
Online - BUI Team - Gold Award

31. CII “51St CII National Kaizen Competition" -
Online - Factory Resetting Team - Platinum
Award

32. CII “10^th National Competition on Low-
Cost Automation (LCA) - Leveraging Low-
Cost Digitalization" - Online- Factory
Maintenance - Platinum Award

33. QCFI - “Safety Week Competition 2025" -
Bhosari - Kushal Team - Gold Award

34. QCFI - “Safety Week Competition 2025" -
Bhosari - DGBB Team - Gold Award

35. QCFI - “Safety Week Competition 2025" -
Bhosari - Roller Team - Gold Award

36. QCFI - “Safety Week Competition 2025" -
Bhosari - Factory Maintenance (Skit) Team

- Gold Award

37. QCFI - “Safety Week Competition 2025" -
Bhosari - TRB(Poster) - Silver Award

38. QCFI - “Safety Week Competition 2025" -
Bhosari - Resetting (Poster) - Bronze Award

39. QCFI - “Safety Week Competition 2025" -
Bhosari - HUB (Slogan) - Gold Award

40. QCFI - “Safety Week Competition 2025" -
Bhosari - Factory Maintenance (Slogan) -
Gold Award

b) Haridwar

1. Project - “Capability Improvement of Bore
grinding process" Quality Circle forum of
India-Gold award - 2024

2. National convention on quality concepts
NCQC by-gold award Dec - 2024

3. “ Participated in 10^th convention on quality
concepts" Organized by “Quality circle
forum of India Rudrapur-gold award - 2024

4. “External kaizen competition QCF1 12^th
kaizen competition" winner team Haridwar

- Gold award-2024

5. “Best supplier quality management" award
from Honda - 2024-25

6. “Super platinum award by Bajaj auto for
year - 2024

7. ICQCC 2024 international convention on
Quality control circle award - 2024

8. RCCQC-2024 - Gold award in QCF1 - 10^th
convention on quality concept

9. QCF1 kaizen competition and gold award
in - 2024

10. National convention on quality concepts
NCQC by-gold award Jan-2024

11. HCCQC 2023-QCF1 Haridwar chapter 13^th
convention on quality concept-gold award

c) Bengaluru

1. CII “48^th CII National competition" Online -
Maintenance Team - Platinum Award

2. CII “Indian Industry Master Mind Quiz" -
Participation Only

3. CII “49^th National Kaizen Competition"

Online - Manufacturing Process-Silver
Award

4. CII “49^th National Kaizen Competition"

Online - Engineering-Silver Award

5. QCF1 kaizen competition and gold award
in - 2024

6. ICQCC 2024 international convention on
Quality control circle award - 2024

7. NCQC “38^th National Convention on Quality
Concepts" NCQC-2024" Gwalior - Factory
Resetting Team-Excellence Award

8. NCQC “38^th National Convention on Quality
Concepts" NCQC-2024" Gwalior - Supply
Chain Team-Excellence Award

9. CII “17^th National Poke Yoke Competition"
Online - Platinum Award

10. Management’s Discussion and Analysis and
Outlook:

The Management's Discussion and Analysis (MDA)
Report giving the details on review of operations,
performance, opportunities, and outlook of the
Company, as required under Corporate Governance
guidelines, has also been incorporated as a separate
section forming a part of the Annual Report as
Annexure-A.

• Based on the recommendations of the
Nomination & Remuneration Committee,
the Board of Directors approved the
appointment of Ms. Kerstin Enochsson
(DIN: 10774889), as Non-Executive Non¬
Independent Director of the Company with
effect from 17^th September, 2024, who shall
be liable to retire by rotation.

The necessary shareholders' approval was
obtained by the Company through a postal
ballot resolution passed on 16^th November,
2024, within the prescribed timeline in
accordance with the SEBI LODR

Ms. Kerstin Enochsson is not debarred
or disqualified from holding the office of
Director by virtue of any order issued by SEBI
or any other such authority(ies). Further, he
is not related to any of the Directors or Key
Managerial Personnel or Promoters of the
Company.

• Mr. David Leif Henning Johansson (DIN:
09651955), resigned from the position of
Non-Executive Non-Independent Director
of the Company and from the Board of the
Company with effect from conclusion of
Board Meeting held on 17^th September, 2024
due to other occupancies.

• Mr. Manish Bhatnagar (DIN: 08148320)
resigned from the position of Non-Executive
Non-Independent Director of the Company
and from the Board of the Company with
effect from 13^th February, 2025 due to other
occupancies.

• Mr. Shailesh Kumar Sharma (DIN: 09493881),
whole-time Director of the Company had
resigned from his position as Whole-time
Director and Board of the Company with
effect from 08^th April, 2024, however, on
recommendations of the Nomination &
Remuneration Committee, the Board of the
Company approved the appointment of Mr.
Shailesh Kumar Sharma as an Additional
Director of the Company. The Board
further approved the appointment of Mr.
Shailesh Kumar Sharma (DIN: 09493881)
as Whole-Time Director of the Company for
a period of five (5) years with effect from
13^th February, 2025, subject to the approval

of the shareholders of the company. He
shall be liable to retire by rotation.

As on date, the necessary shareholders'
approval has been obtained by the Company
through a postal ballot resolution passed
on 30^th April, 2025, within the prescribed
timeline in accordance with the SEBI LODR

Mr. Shailesh Kumar Sharma is not debarred
or disqualified from holding the office of
Director by virtue of any order issued by SEBI
or any other such authority(ies). Further, he
is not related to any of the Directors or Key
Managerial Personnel or Promoters of the
Company.

• Mr. Karl Robin Joakim Landholm (DIN:
09651911) is liable to retire by rotation
this year again and is proposed to be
reappointed by shareholders at the ensuing
64^th Annual General Meeting (“64^th AGM").

A brief profile of the person sought to be
appointed/reappointed as Director(s) at the
64^th AGM of the Company are attached to
the Notice of the Annual General Meeting
sent to the shareholders.

b) Changes in Key Managerial Personnel:

As mentioned above, Mr. Mukund Vasudevan was
appointed as Managing Director of the company
with effect from 08^th April, 2024 as recommended
by the Nomination and Remuneration pursuant
to change in Role of Mr. Manish Bhatnagar in SKF
Group, and The necessary shareholders' approval
was obtained by the Company through a postal
ballot resolution passed on 21^st June, 2024,
within the prescribed timeline in accordance
with the SEBI LODR

Mr. Shailesh Kumar Sharma was appointed as
Whole-Time Director of the Company with effect
from 13^th February, 2025.

As on date, necessary shareholder approval
has been obtained by the Company within the
prescribed timeline as per SEBI LODR.

During the year under review and till the date of
this meeting, apart from the above-stated facts,
there was no change in the composition of the
Board of Directors and Key Managerial Personnel
of the Company.

13. Declaration From Independent Directors:

Pursuant to the provisions of Section 149 of the Act,
the Independent Directors of the Company, Mr. Gopal
Subramanyam (DIN: 06684319) and Ms. Anu Wakhlu
(DIN: 00122052), have submitted declarations that
each of them meets the criteria of independence as
provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) and 25(8)
of the SEBI LODR. They are also in compliance with
Rule 6 (1) and (2) of the Companies (Appointment &
Qualifications of Directors) Rules, 2014. There has
been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013 as well
as the Code of Conduct for Directors and Senior
Management Personnel.

All other Directors of the Company have also provided
declarations on the fact that they are not debarred
from holding the office of Director by virtue of any
SEBI order or any other statutory authority as required
under the Circular dated 20^th June, 2018, issued by
the BSE and NSE.

The Board of Directors of the Company is of the
opinion that the Independent Directors possess a high
level of integrity, expertise, and experience, which are
beneficial to the Company and its stakeholders.

14. Contribution Of Independent Directors To The
Growth of the Company:

The Board of Directors of the Company strategically
comprises of Independent Directors from different
domains which adds value to the Company. Every
Independent Director with his/her expertise and
integrity has earned a vast experience and reputation
in the industry. Our Independent Directors are experts
in Industry Experience, Sector Specific knowledge,
Finance, Marketing, Strategic Thinking, Regulatory
Laws, and Leadership skills as mentioned in CG
Report. These domains are integral parts of every
business and therefore the collective expertise of these
board members ensures that we are up to the mark
with the global leaders in terms of ethics, corporate
governance, best industry practices, transparency and
technology. The online proficiency self-assessment
test of Independent Directors conducted by Indian
Institute of Corporate Affairs (IICA") ensures that the

skills and knowledge is appropriate and beneficial to
the Company.

Further, Mr. Gopal Subramanyam's registration has
been renewed from 27^th February, 2025 till lifetime
with IICA.

Ms. Anu Wakhlu's name is registered with IICA and
is valid till February 2026, necessary renewal will be
done by the Director.

15. Key Managerial Personnels:

I n terms of Section 203 of the Act, the following are
the Key Managerial Personnel (KMPs) of the Company
as on 31^st March, 2025:

• *Mr. Mukund Vasudevan, Managing Director

• **Mr. Shailesh Sharma, Whole-time Director

• Mr. Ashish Saraf, Chief Financial Officer

• Mr. Ranjan Kumar, Company Secretary and
Compliance Officer.

Note: *Mr. Mukund Vasudevan was appointed as
Managing Director w.e.f. 08^th April, 2024.

**Mr. Shailesh Sharma was appointed as Whole¬
time Director w.e.f. 13^th February, 2025, as
mentioned in 12(a).

16. Board and Its Committee Meetings:

Regular meetings of the Board and its Committees
are held to discuss and decide on various policies,
strategies, financial matters, and other businesses.
The schedule of the Board/Committee Meetings to
be held in the calendar year 2025 is circulated to
the Directors in advance to enable them to plan their
schedule for effective participation in the meetings.
Due to business exigencies, the Board has also been
approving proposals by circulation from time to time.

During FY 2024-25, 7 (seven) meetings of the Board
of Directors were held. The details of meetings
of the Board and Committees such as the Audit
Committee, Nomination and Remuneration
Committee, Stakeholder Relationship Committee,
Risk Management Committee, and Corporate Social
Responsibility Committee, are included in the
Corporate Governance Report, which is a part of this
document as Annexure-B.

Details of the latest committee members are also
available on website of the Company https://www.skf.
com/in/investors/operating-committees

17. Board Evaluation:

The Board of Directors has carried out an annual
evaluation of its own performance, the Board
Committees, and individual directors pursuant to the
provisions of the Act and SEBI LODR, as amended
from time to time.

The process followed for Board evaluation includes:

i) Feedback is sought from each Director about
their views on the performance of the Board (as
a whole)/Committees/Independent Directors/
Chairman/self-assessment, covering various
relevant criteria such as degree of fulfillment
of key responsibilities, effectiveness of Board
processes, participation levels, culture, strategy,
risk management, Corporate Governance and
responsibilities to various Committees, etc.

ii) The Nomination and Remuneration Committee
(NRC) then discusses the above feedback
received from various Directors, including
the assessment of individual directors by the
Chairman.

iii) The Independent Directors (post their
meeting) share their collective feedback on
the performance of the Board with the Board
Members.

iv) Significant highlights, learnings, and action
points arising out of the evaluation are presented
to the Board and action plans are drawn up
wherever required.

The Directors express their satisfaction with the entire
evaluation process.

18. Familiarisation Programme:

The details of the training and familiarisation
programme are provided in the Corporate Governance
Report. Further, at the time of the appointment of an
Independent Director, the Company issues a formal
letter of appointment outlining his/her role, function,
duties and responsibilities. The format of the letter of
appointment is available on our website.

Over the years, the Company has developed a robust
familiarisation process for the Independent Directors
with respect to their roles and responsibilities, way
ahead of the prescription of the regulatory provisions.
The process has been aligned with the requirements
under the Act and other related regulations. This
process inter alia includes providing an overview of

the industry, the Company's business model, the risks
and opportunities, the new products, innovations,
sustainability measures, digitisation measures,
financials updates, manufacturing updates, global
updates, etc.

Details of the Familiarisation Programme for
Independent Directors are explained in the Corporate
Governance Report and is also available on the
Company's website at

https://www.skf.com/binaries/pub12/
Images/0901d196809a6abc-Familiarisation-
Programme-for-IDs tcm 12-526435.pdf

19. Appointment of Directors and Remuneration Policy:

The Company has in place a policy for the remuneration
of Directors, Key Managerial Personnel, and Senior
Management Team as well as a well-defined criterion
for the selection of candidates for appointment to
the said positions. The Policy broadly lays down
the guiding principles, philosophy, and the basis for
payment of remuneration to the Executive and Non¬
executive Directors, Key Managerial Personnel, and
Senior Management Team.

The Appointment of Directors and Remuneration Policy
is available on the Company's website at https://cdn.
skfmediahub.skf.com/api/public/0901d19680cbc6e6/
pdf preview medium/0901d19680cbc6e6 pdf
preview medium.pdf

The criteria for the selection of candidates for the above
positions cover various factors and attributes, which
are considered by the Nomination & Remuneration
Committee and the Board of Directors while selecting
candidates. The policy on remuneration of Directors,
Key Managerial Personnel, and Senior Management
Team is given in this Report.

20. Audit Committee:

The Audit Committee is constituted in terms of the
requirements of Section 177 of Companies Act, 2013
and Regulation 18 of SEBI (Listing Obligation and
Disclosure Requirements), 2015, it comprises of 3
(three) members.

The Committee is chaired by Ms. Anu Wakhlu
(Independent Woman Director). The other Members
of the Committee are Mr. Gopal Subramanyam
(Independent Director) and Ms. Kerstin Enochsson
(Non-Executive, Non-Independent Director). Two-third
members of the Committee are Independent Directors.

Details of the roles and responsibilities of the Audit
Committee, the particulars of meetings held, and
the attendance of the Members at such meetings
during the year are given in the Report on Corporate
Governance, which forms a part of the Annual Report
as Annexure-B

During the year under review, the recommendations
made by the Audit Committee were accepted by the
Board.

21. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee
constituted in terms of the requirements of the
Section 135 of Companies Act, 2013, comprises
of 3 (three) members. The Committee is chaired
by Mr. Mukund Vasudevan (Managing Director).
The other Members of the Committee are Mr. Gopal
Subramanyam (Independent Director) and Ms. Anu
Wakhlu (Independent Director). Two-third members of
the Committee are Independent Directors.

Details of the roles and responsibilities of the
Corporate Social Responsibilities Committee, the
particulars of meetings held, and attendance of the
Members at such meetings during the year are given
in the Report on Corporate Governance, which forms
a part of the Annual Report as Annexure-B.

CSR Policy is also disclosed on the website of the
Company at

https://cdn.skfmediahub.skf.com/api/
public/0901d19680cb2f37/pdf preview
medium/0901d19680cb2f37 pdf preview medium.pdf

During the year under review, the recommendations
made by the Corporate Social Responsibilities
Committee were accepted by the Board.

22. Corporate Social Responsibility:

At SKF India, Corporate Social Responsibility is not
a compliance exercise, it is a deliberate, strategic
lever that drives sustainable value creation and
reinforces our long-term commitment to giving back
to communities and contribute to nation-building.
Rooted in our purpose and embedded within our
business strategy, our CSR agenda is designed to
deliver real impact, where we operate, and more
importantly, where the need is most acute.

We focus on catalyzing systemic change at the
intersection of Education, Empowerment, and
Environmental Sustainability. Aligned with our

values, Collaboration, Care, Courage, and Curiosity,
we invest in high-impact interventions that enhance
employability, enable equitable access, and
strengthen sustainable livelihoods within underserved
marginalized communities.

Our execution model is anchored in robust
partnerships, with NGOs, government institutions,
and like-minded corporations, ensuring that every
initiative is contextually relevant, scalable, and
measurable. Through this integrated and impact-
driven approach, we not only uplift communities, but
we also extend the purpose and responsibility of our
business beyond SKF's primary business objective.

The CSR Committee provides strategic oversight and
ensures rigorous governance, monitoring both impact
and compliance. A comprehensive overview of our
CSR policy and activities for FY 2024-25, along with
the CFO Certification, is detailed in Annexure-C of the
Annual Report.

The total unspent CSR amount for FY 2024-25 under
review is INR Nil.

23. Risk Management Committee:

Risk is inherent in all businesses and the key to success
is to anticipate risks and deploy an appropriate
framework to manage them. In today's world, the
external and internal environment is changing at an
ever-increasing pace and which, in turn, requires
businesses to not only manage the existing risks
but anticipate emerging risks and deploy mitigating
strategies on a continuous basis. Embracing the
upside risk opportunities combined with deploying
the mitigation strategies are key to success.

The Risk Management Committee (RMC) receives
regular insights through its corporate governance
structure, which has enabled and empowered
its management, on risk exposures faced by the
organisation, thereby enabling it to provide inputs
on prompt actions to be taken as well as monitor the
actions taken. The Board is also updated regularly on
the risk assessment and mitigation procedures.

The Company's governance structure has well-
defined roles and responsibilities, which enable
and empower the Management to identify, assess,
and leverage business opportunities and manage
risks effectively. There is also a comprehensive
framework for strategic planning, implementation,
and performance monitoring of the business plan,

which inter alia includes a well-structured Enterprise
Risk Management (ERM) process. Considering the big
decision of Split of Business and Demerger Activities,
currently the focus area for the Management is on
demerger. It was proposed to have the detailed
exercise of the ERM post-demerger.

The risks that fall under the purview of high likelihood
and high impact are identified as key risks. This
structured process of identifying risks supports the
Senior Management Team in strategic decision¬
making and in the development of detailed mitigation
plans. The identified risks are then integrated into the
Company's planning cycle, which is a rolling process
to, inter alia, periodically review the movement of the
risks and the effectiveness of the mitigation plan.
Your Company has constituted a Risk Management
Committee, which oversees risk management
activities. The Company's risk management initiatives
are periodically updated to the Audit Committee
and Board of the Company. The Company's assets
continue to be adequately insured against the risk
of fire, riot, earthquake, terrorism and the risk of loss
of profits also stands insured among other things. In
addition, adequate coverage has been taken to cover
product liability, public liability and Director's and
officer liability. Also, all the employees are covered
against the risk of loss of life, hospitalisation and
personal accident.

The Company has adopted a Risk Management Policy
in accordance with the provisions of the Act and
Regulation 21 of the SEBI LODR. Risk Management
Policy is hosted on website of the Company.

https://cdn.skfmediahub.skf.com/api/
public/09473f8ac2b09363/pdf preview
medium/09473f8ac2b09363 pdf preview medium.pdf

A section on risk management practices of the
Company forms a part of the chapter on ‘Management
Discussion and Analysis' in this Annual Report as
Annexure-A.

24. Safety/Sustainability Safety:
a) Safety:

With an aim to achieve “ZERO INJURY",
the Company has adopted a structured
approach toward implementing health & safety
management system, policies and programs
to integrate safety with business processes to
continuously improve safety performance.

The Company is certified to ISO 14001:2015,
ISO 45001:2018 and ISO 50001:2018 with
assured compliance with the standards. We want
to set standards that go above and beyond the
certified management systems. We strive to help
improve safety by sharing our safety standards
and experience with operators, contractors,
and professional organizations. Safety risks are
managed across our businesses using standards,
controls, and compliance systems. More focus
is given to the elimination of unsafe acts and
conditions.

Safety of employees remains the Company's
foremost priority. A focus on Safety is one of the
top priorities of the Company and this is also
incorporated into our strategy. The Company
always gives focus to safety and the well-being
of employees. The Company is committed to
providing a safe and healthy environment, which
is free from any kind of injuries, accidents and
occupational health hazards.

The Company also started mapping the Safety
competency of the employees & plan actions to
improve Skills & knowledge through our newly
launched “Safety Skill Centre". Training and
awareness are considered key elements of our
safety strategy. The Company EHS practices and
policies are also communicated to all contractors
and suppliers, so they understand our safety
requirements and follow them. The Company
always takes a safety-first approach while taking
any business decision.

We commemorate National Safety Month and
World Environment Day at all sites where we
engage all stakeholders to create widespread
awareness across all sites. SKF India factory
sites also launched ambitious program on
Machine Safety which focus on risk assessment
of variety of machines with an aim to make these
machines safe to operate.

This year also we will continue with our structured
programs with the objective of encouraging
a strong safety culture in the factories, Sales
Offices, Warehouses and project sites. The
structured efforts taken on safety have resulted
in the reduction of recordable accidents from 3
to 2 compared to last year. The accident rate is
also reduced by 33% from 0.42 to 0.28. The units

proactive reporting rate for unsafe conditions,
acts and near miss incidents are increased by
25% compared to last year which shows people
are more sensitive and vigil towards reporting the
safety deviations.

b) Sustainability:

Sustainability is an integral part of SKF's new
strategic framework Clean and Intelligent
growth guided by our purpose statement, “We
Reimagine Rotation for Better Tomorrow." We
strive to eliminate dependency on fossil fuel for
energy generation, maximizing renewable energy
sources to achieve Net Zero GHG emissions,
making our operations carbon free, circular and
clean.

Sustainability is integrated not only in the product
design and manufacturing stage but also covers
all value chain partners including suppliers,
customers, investors, employees and society at
large. We are committed to making our product
more energy efficient and less carbon intensive
in the running phase and end of life phase.

This year, SKF India has initiated various
sustainability projects broadly covering all three
focus areas namely,

1. Climate Transformation

2. Circularity.

3. Responsible business.

1. Climate Transformation:

SKF India climate transformation initiatives
are aimed at reducing GHG emissions in our
manufacturing processes and across full value
chain.

> Decarbonization: (Scope 1 & 2 Emissions)

To achieve decarbonization target by 2030,
we worked on reducing fossil fuel usage in
our heat treatment furnaces to reduce Scope
1 emissions. To reduce Scope 2 emissions,
site teams worked on improving energy
efficiency in manufacturing processes and
offsetting the carbon emissions by sourcing
more renewable energy in the form of solar
and wind solar hybrid power.

During FY 2024-25, SKF sites at
Pune, Bangalore and Haridwar worked
on breakthrough energy efficiency

improvement projects in HVAC systems,
heat treatment and grinding processes.

Additional Solar offsite project with 4.5 MW
capacity is fully operational from June 2024
which increased solar energy sourcing for
Pune site substantially. Breakthrough was
achieved when the solar energy project
with 20 MW capacity, was installed and
commissioned in October 2024. This has
increased SKF India renewable energy
capacity to more than 95% in Q1 2025.
All the SKF India sites are now on the
verge becoming RE 100 compliant by
end 2025 and are poised to achieve its
decarbonization goal well in advance of the
set group target year of 2030.

The total Scope 1 & 2 emissions reduced
by 28% in FY 2024-25 with respect to
FY 2023-24.

To achieve larger Net Zero Emission 2050
objective, SKF is focusing on reducing Scope
3, GHG emissions across full value supply
chain covering upstream GHG emissions at
our suppliers' sites and downstream logistic
emissions for delivering finished products
to our customers.

> Scope 3 emissions at our suppliers' sites:

The supplier sustainability team is closely
working with the identified critical suppliers
to build their Net Zero Emission strategies in
line with the SKF's Net Zero objectives and
prepare short term and long-term energy
efficiency improvement and renewable
energy sourcing programs.

There is a target to reduce emissions from
ring and forging suppliers by 15% by 2025
and direct material emission reduction by
32% by 2030.

SKF is closely working with Indian steel
suppliers to achieve its SteelZero 2030
target to continually reduce GHG emission
intensity by advocating usage of scrap
steel, use of electric furnaces supplied with
renewable energy sources.

At the end of the financial year, supplier
emissions are reduced by 8% over the
baseline year.

> Scope 3, Downstream logistic emissions:

SKF's logistic team plays a very important
role in supplying finished goods to our
automotive and industrial customers.
While serving the customers with just in
time (JIT) deliveries, the logistic team also
minimizes associated GHG emissions in
road transportation, air freight and sea
transportation for inbound and outbound
shipments.

The logistic team works on GHG emission
strategies such as lane optimization,
increased usage of CNG vehicles, EV for last
mile transportation in road transport.

The team has developed air freight
approval tool to ensure that air freight
mode of transportation is used as a last
resort specifically for critical customers
urgencies. Unplanned air freight incidences
are tracked and investigated for root cause
analysis and future prevention. Planned air
freight modes are converted to sea route
transportation.

Training sessions are conducted amongst
internal stakeholders, industrial customers
and distributors to create more awareness
about SKF's Net Zero initiatives and
seek support from the customers in our
sustainability journey.

The logistic team is working on to achieve
40% reduction in GHG emissions associated
with the tonnes of finish goods shipped
to customer by 2025 (base year 2025)
and 35% reduction in the overall logistic
emissions by 2030 (base year 2030).

By end of this financial year, logistic
emissions are reduced by 25% over the
baseline year 2022.

2. Circularity:

This year, we focused on bringing more
awareness on Circularity and capacity building
exercise across all SKF India manufacturing sites
and offices. Circularity enhances raw material
efficiency and bringing down carbon emissions
substantially by use of non-virgin materials,
optimal use of materials. We maximize material

> Bio-Gas plant: Pune installed Bio-gas plant
which recycles food waste to replace 1 LPG
cylinder per day and reduce overall emission
by 7.2 Tons/year.

A Circularity Campaign which then evolved
into a movement—Redefining Possibilities
through Circularity. The campaign has
gained significant traction, raising
awareness at all levels about the importance
of circularity, its adoption, applications, and
benefits. This awareness has been fostered
through capacity-building workshops,
expert talks, and a dedicated Circularity
webpage on our internal portal. As part of
this campaign, we introduced the Circularity
Quiz to test and reinforce our colleagues'
knowledge. A total of 1,171 participants from
ISEA and other regions took part in the quiz,
spending an average of 43 minutes each
leading up to an impressive 5,000 hours of
participation.

3. Responsible Business:

SKF India is committed to conduct its operations
in most transparent and ethical manner. We are
engaged with our value chain partners on our
sustainability requirements to align with our
overall Net Zero targets. We are collaborating
with technology partners to foster clean and
intelligent growth in the field of automation and
Net Zero initiatives such as SteelZero program at
the global and country level. At the group level,
we are proactive in supporting sustainability
projects through green financing.

25. Internal Controls with Respect to Financial
Statements:

The Company has proper and adequate policies
and procedures in place. These procedures ensure
reliability and efficient conduct of business.
Periodic review and control mechanisms ensure the
effectiveness and adequacy of the internal control
systems that the Company operates in. Additionally,
it views internal audit as a vital part of management
control systems.

It helps keep the management informed about the
existence and efficacy of the control systems and
processes in the organisation.

The management has implemented an effective
three (3) lines of defence to monitor controls - first
at the Management level, second by implementing
an effective internal control system monitored by the
Internal Controls team and, third by Internal Audits.

The Company, during the year, reviewed its Internal
Financial Control (IFC) systems. It continually worked
towards establishing a more robust and effective IFC
framework. Being part of the SKF Group, the Company
adheres to SICS (SKF Internal Control Standards).
This is a customised control system required to be
adhered to, across the globe, by all SKF companies.
The standards specified by SICS are an integral part
of the standard operating procedures for all business
functions.

A great extent of emphasis is placed on having
compensating controls within the process, minimising
deviations and exceptions. The Internal Controls team
verifies the existence of adequate controls and test
them. The Internal Audit function conducts Process
Audits.

The Company also undergoes periodic audits by
specialised external professional firms. Risks/
improvement areas, identified in the audits, are
reviewed and mitigation plans are put in place. The
status of implementation of action plans for major
observations is submitted to every Audit Committee
for review.

The Audit Committee reviews reports submitted by
the management and audit reports submitted by
Internal and Statutory Auditors. The Audit Committee
also meets Statutory Auditors to ascertain, inter
alia, their views on the adequacy of internal control
systems. Based on the Committee's evaluation, it was
concluded that as of 31^st March, 2025, the internal
financial controls were adequate and operating
effectively.

The Company has complied with the specific
requirements as laid out under Section 134(5)(e) of
the Companies Act, 2013. It calls for the establishment
and implementation of an Internal Financial Control
framework that supports compliance with the
requirements of the Act concerning the Director's
Responsibility Statement. Adequacy of controls of
the processes is also being reviewed by the Internal
Controls function. Suggestions to further strengthen
the processes are shared with the respective

process owners. Any significant findings, along with
management response and status of action plans, are
periodically shared with and reviewed by the Audit
Committee.

26. Directors’ Responsibility Statement:

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statement in terms
of Section 134(5) of the Act:

a) in the preparation of Annual Accounts for the
year ended on 31^st March, 2025, the applicable
accounting standards have been followed and
there are no material departures

b) Appropriate accounting policies have been
selected 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 of 31^st March, 2025, and of the profit of the
Company for the period ended 31^st March, 2025.

c) Proper and sufficient care has been taken 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

d) Annual accounts of the Company have been
prepared on a going concern basis

e) I nternal financial controls have been laid down
and are being followed by the Company and that
such internal financial controls are adequate and
are operating effectively

f) Proper system to ensure compliance with the
provisions of all applicable laws are in place and
are adequate and operating effectively.

27. Related Party Transactions:

In line with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI LODR"), the Company has
formulated a Policy on Related Party Transactions
(Policy) which is also available on the Company's
website at https://cdn.skfmediahub.skf.com/
api/public/09f1bb38ac70a34d/pdf preview

medium/09f1bb38ac70a34d pdf preview medium.
pdf. The Policy is reviewed by the Board of Directors
of the Company at regular intervals. The objective of
the Policy is to ensure proper approval, disclosure,
and reporting of transactions as applicable, between
the Company and any of its related parties. The
Audit Committee (only Independent Directors) of
the Company has granted omnibus approval for
the Related Party Transactions (RPTs) which are
of repetitive nature and/or entered in the Ordinary
Course of Business and are at arm's length. The Audit
Committee also reviews all RPTs on a quarterly basis
in line with the omnibus approval granted by them.

All transactions with related parties during the year
were on an arm's length basis and were in the ordinary
course of business. The Company has entered into
transactions with related parties, which are material
in nature, i.e., transactions of value exceeding the
lower of Rs. One Thousand Crores or 10% of the annual
consolidated turnover as per the last audited financial
statements with necessary approval from the Audit
Committee, Board of Directors and Shareholders.
The particulars of contracts or arrangements entered
into by the Company with related parties referred to
in Section 188(1) in the prescribed Form AOC-2, in
accordance with Section 134(3) (h) of the Act, and
Rule 8(2) of the Companies (Accounts) Rules, 2014, is
attached as Annexure-D of this Report.

The disclosures related to RPTs in accordance
with accounting standards are also provided in the
Financial Statements.

None of the Directors and the Key Managerial
Personnel have any pecuniary relationships or
transactions with the Company.

A confirmation as to the compliance of Related Party
Transactions as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is also
sent to the Stock Exchanges along with the quarterly
compliance report on Corporate Governance.

The Company has submitted half yearly basis Related
Party Transactions under Regulation 23(9) of SEBI
LODR within the prescribed timeline with Stock
exchanges and the same is published on the website
of the Company.

28. Subsidiaries, Joint Venture and Associates
Companies:

As of 31^st March, 2025, the Company has 2 (two)
Associate Companies, i.e., Sunstrength Renewables
Private Limited and Clean Max Taiyo Private Limited
and 1 (one) Wholly Owned Subsidiary Company i.e.
SKF India (Industrial) Limited.

The statement containing the salient features of the
Financial Statements of the Company's subsidiaries/
joint ventures/associates are given in Form AOC - 1,
forming part of the Annual Report as Annexure-E.

Further, pursuant to the provisions of Section 136 of
the Act, the consolidated financial statements along
with relevant documents are available on the website
of the Company https://www.skf.com/in/investors/
financial-results

29. Vigil Mechanism/Whistle-blower Policy:

Over the years, the Company has established a
reputation for doing business with integrity and
displaying zero tolerance for any form of unethical
behaviour. The Company has in place a system through
which Directors, employees, and business associates
may report unethical behaviour, malpractices,
wrongful conduct, fraud, and violation of the
Company's code of conduct without fear of reprisal.
Your Company has framed a Vigil Mechanism Policy
in confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI LODR wherein the employees
are free to report any improper activity resulting in
violation of laws, rules, regulations or code of conduct
by any of the employees directly to the Chairperson
of the Audit Committee besides others. The Board's
Audit Committee oversees the functioning of this
policy. The Audit Committee periodically reviews
the existence and functioning of the mechanism. It
reviews the status of complaints received under this
policy on a quarterly basis.

During the year under review, the Company reached
out to employees through the Compliance Week
Celebration, Workshops, training sessions, e-learning
modules, and, periodic compliance communications
to create greater awareness with respect to its Code
of Conduct including - Fair Competition Directive,
Insider Trading, Anti-bribery, and Anti-Corruption
Directive. This has helped in achieving a high level of
engagement and compliance among the employees.
The Vigil Mechanism Policy aims to:

• Allow and encourage stakeholders to bring to the
Management's notice, concerns about unethical
behaviour, malpractice, wrongful conduct, actual
or suspected fraud or violation of policies, and
leak or suspected leak of any unpublished price-
sensitive information;

• Ensure timely and consistent organisational
response;

• Build and strengthen a culture of transparency
and trust;

• Provide protection against victimisation.

The above mechanism has been appropriately
communicated within the Company across all levels
and the details of the policy have been disclosed on
the Company's website and can be accessed on

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public/0901d196809a699a/pdf preview
medium/0901d196809a699a pdf preview medium.
pdf

30. Business Responsibility and Sustainability Report
(BRSR):

The fulfilment of environmental, social and
governance responsibility is an integral part of the way
your Company conducts its business. The detailed
Business Responsibility and Sustainability Report
covering the above initiatives has been prepared in
accordance of Regulation 34 of SEBI LODR and forms
a part of the Annual Report as Annexure-M.

31. Deposits

The Company has not accepted or renewed any
deposits falling under the ambit of Chapter V of
the Companies Act, 2013 and the Rules framed
thereunder. No amount on account of principal or
interest on deposits from the public was outstanding
as of 31^st March, 2025.

32. Statutory Auditors

At the 61^st Annual General Meeting of the
Company, M/s Deloitte Haskins and Sells LLP,
Chartered Accountants (Firm Registration
No.117366W/W-100018) were appointed as
Statutory Auditors of the Company for a term of 5
(five) consecutive years till the conclusion of the 66^th
Annual General Meeting of the Company to be held
in the year 2027, on such remuneration as may be

decided by the Audit Committee/Board of Directors
of the Company from time to time.

M/s Deloitte Haskins and Sells LLP,
Chartered Accountants (Firm Registration
No.117366W/W-100018), have submitted their Report
on the Financial Statements of the Company for the
FY 2024-25, which forms a part of the Annual Report of
FY 2024-25. There are no observations, qualifications,
reservations, adverse remarks or disclaimers of the
Auditors in their Audit Reports that may call for any
explanation from the Board of Directors.

33. Secretarial Auditor and Secretarial Compliance
Report:

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee has recommended, and the
Board has appointed M/s J B Bhave & Co., Company
Secretaries, as the Secretarial Auditor for conducting
Secretarial Audit of the Company for the FY 2024-25
in the 08^th May, 2024 Audit and Board Meeting.

The report of the Secretarial Auditor for the financial
year ended on 31^st March, 2025, in MR-3 is attached
as Annexure-F of this Report. The Secretarial Audit
Report is self-explanatory and does not call for any
further comments. The Secretarial Audit Report does
not contain any qualification, reservation/observation,
or adverse remarks in the Secretarial Audit Report.
During the year under review, the Company is in
compliance with the applicable Secretarial Standards,
specified by the Institute of Company Secretaries of
India (ICSI).

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated
08^th February, 2019 read with and Regulation 24A of
SEBI LODR, all listed entities shall, additionally, on an
annual basis, submit a report to the stock exchange(s)
on compliance with all applicable SEBI Regulations
and circulars/guidelines issued thereunder within 60
days of the end of Financial Year. Such report shall
be submitted by the Company Secretary in practice to
the Company in the prescribed format.

The Company has received a Secretarial Compliance
Report from M/s J B Bhave & Co., Company Secretaries
for the Financial Year ended 31^st March, 2025 and it
will be submitted to the stock exchange(s) by 30^th May,
2025 in PDF and XBRL format and will be updated on

the website of the Company. Certificate forms part of
this Annual Report as Annexure-G.

A certificate from M/s J B Bhave & Co., Company
Secretaries regarding compliance with sub-regulation
10(i) of regulation 34(3) of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 also forms part of this Annual
Report as Annexure-H.

34. Cost Records and Cost Auditor:

a) Maintenance of Cost Records

The Company is required to maintain cost
records under Section 148(1) of the Act read with
Companies (Cost Records and Audit) Rules, 2014.
Accordingly, cost records have been maintained
by the Company.

b) Cost Audit

In terms of Section 148 of the Act read with
Companies (Cost Records and Audits) Rules,
2014, M/s Joshi Apte and Associates (Firm
Registration No. 000240), Cost Accountants
were appointed as Cost Auditors of the Company
for FY 2024-25 by the Board of Directors on the
recommendation of the Audit Committee. The
Cost Auditors had confirmed by giving their
written consent that their appointment meets
the requirement of Section 141 of the Companies
Act, 2013.

The Cost Audit Report for the FY 2024-25 of
the Company will be filed with the Ministry of
Corporate Affairs on or before the due date.

As per the provisions of the Companies Act,
2013, the remuneration payable to the Cost
Auditor, as approved by the Board of Directors on
the recommendation of the Audit Committee, is
required to be placed before the Members in a
general meeting for its ratification. Accordingly,
a resolution for seeking Members' ratification
for the remuneration payable to M/s Joshi Apte
and Associates, Cost Auditor for FY 2025-26 is
included in the Notice convening the 64^th Annual
General Meeting.

35. Reporting of Fraud by Auditors:

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor nor the Cost

Auditor has reported to the Audit Committee of the
Board, under Section 143(12) of the Act, any instances
of fraud committed against the Company by its
officers or employees, the details of which would need
to be mentioned in this Report.

36. Significant and material orders passed by the
Regulators or Courts or Tribunals:

During the FY 2024-25 no such significant and
material order passed by the Regulators or courts or
tribunals.

37. Particulars of Employees:

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is attached as Annexure-I to this Report.

The statement containing names of the top 10
employees, in terms of remuneration drawn and the
particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. Further,
the report and the accounts are being sent to the
Members, excluding the aforesaid Annexure. In terms
of Section 136 of the Act, the said Annexure is open for
inspection and any member interested in obtaining a
copy of the same may write to the Company Secretary
at investorIndia@skf.com.

None of the employees listed under the said rules are
related to any Director of the Company.

38. Industrial Relations:

The Company enjoys harmonious and healthy
industrial relations due to its vibrant work culture and
believes in a collaborative approach at work. This
mutual trust and caring spirit helps in maintaining a
harmonious environment across all business units.
The enthusiasm and unstinting efforts of employees
have enabled the Company to remain in the leadership
position in the industry.

39. Transfer of Equity Shares/Unpaid and Unclaimed
Amounts to IEPF:

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 read with Investor Education
and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 (IEPF Rules) and
subsequent amendment thereof, the amount of
dividends, which remained unpaid or unclaimed for a
period of seven years from the due date, is required
to be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by
the Central Government.

The Company has accordingly transferred INR
34,95,230/- (Rupees Thirty Four Lakh Ninety Five
Thousand and Two Hundred and Thirty only) being
the unpaid and unclaimed dividend amount
pertaining to the year 2016-17 to the IEPF in October
2024.

As per the IEPF Rules, all shares in respect of which
dividend has not been paid or claimed for 7 (seven)
consecutive years shall be transferred by the Company
to the designated Demat Account of the IEPF Authority
within a period of 30 days of such shares becoming
due to be transferred to the IEPF. Accordingly, the
Company has transferred all the shares pertaining
to the year 2017-18 to the IEPF Authority in respect
of which dividend has not been paid or claimed by
shareholders for seven consecutive years or more
after following the prescribed procedure.

Further amount due in respect of FY 2017-18 and
shares where dividend had remained unpaid for the
last consecutive 7 (seven) years will be transferred
to the IEPF within the stipulated time period. The
Company has sent individual notices to the concerned
shareholders on 24^th April, 2025, whose shares and
dividends are liable to be transferred to the IEPF
Authority to their latest available addresses. The
Company has also published necessary newspaper
Advertisement and intimated to the Stock exchange
such advertisements.

The Company has displayed full details of such
shareholders, dividends, and shares on its website
at https://www.skf.com/in/investors/shareholder-
information. Shareholders are requested to verify
the details of the shares liable to be transferred as
aforesaid.

40. Particulars of Loans, Guarantees or Investments:

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

The Company invested INR 26,000/- in Clean Max
Taiyo Private Limited in the form of the acquisition of
Equity Shares to the tune of 26% during FY 2023-24.

The Company has invested during the financial
year 26,267 equity shares (twenty-six thousand two
hundred and sixty-seven only) fully paid-up equity
shares of INR 10/- each at a premium of INR 1,596/-
each share of M/s Cleanmax Taiyo Private Limited.
Post-acquisition of aforesaid share, the Company has
28,867 Equity shares i.e. own 26% of the total issued
and paid-up share capital of the Investee Company.

The Company has invested in the special purpose
vehicle company, for the purchase of electricity
generated from captive solar power project for
the Bangalore plant of the Company. As per local
electricity laws of Karnataka, SKF India mandatorily
needs to invest in at least 26% equity shares of the
power producer company under the captive solar farm
model. Accordingly, the first tranche of investment
was done in March 2023. The balance tranche of
investment was done in August 2023 by SKF India
in Clean Max Taiyo Private Limited to comply with
the captive requirements. The Company has made
an investment in the capital instruments of Clean
Max Taiyo Private Limited (“Investee Company")
in compliance with the requirement of the local
Electricity laws for captively consuming green energy.
Necessary intimations were submitted to the stock
exchange once acquisition were completed.

The Company had invested in the special purpose
vehicle company, for the purchase of electricity
generated from captive solar power project for the
Pune plant of the Company. As per local electricity
laws of Maharashtra, SKF India mandatorily needs
to invest in at least 26% equity shares of the power
producer company under the captive solar farm
model. Accordingly, the first tranche of investment
was done in December 2020 and the second tranche
of investment was done in March 2021 by SKF India
in Sunstrength Renewables Private Limited to comply
with the captive requirements.

During the last financial year, the company acquired
2,89,875 (Two Lakhs Eighty Nine Thousand Eight
Hundred and Seventy-Five) fully paid-up equity shares
of INR 10/- each at a premium of INR 70/- each share
of M/s Sunstrength Renewables Private Limited i.e. own
26.74% of the total issued and paid-up share capital

of the Investee Company. The company has made
investment in the capital instruments of M/s Sunstrength
Renewables Private Limited (“Investee Company”) in
compliance with the requirement of the local Electricity
laws for captively consuming green energy.

During the current Financial Year, the company
has incorporated wholly owned subsidiary - SKF
India (Industrial) Limited, for demerger purpose. The
Company holds 10,000 Equity Shares of aforesaid
company.

Please refer Note 6 of financial statements for
investments under Section 186 of the Companies
Act, 2013.

41. Annual Return:

Pursuant to the provisions of Section 92(3) of the
Act, a copy of the annual return of the Company for
the Financial Year ended 31^st March, 2025 has been
placed on the website of the Company. The same
can be accessed by any person through the below
given weblink.

https://www.skf.com/in/investors/financial-results

42. Policy on Prevention of Sexual Harassment at
Workplace:

At SKF India, we strive to create an environment
where there is no discrimination between individuals
at any point on the basis of race, colour, gender,
religion, political opinion, national extraction, social
origin, or age.

At SKF India Limited, every individual is expected
to treat his/her colleagues with respect and dignity.
This is enshrined in values and in the Code of Ethics
& Conduct of the Company. The Company also has
in place a Prevention of Sexual Harassment Policy.
This is in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary, and trainees) are
covered under this policy.

The Company has complied with provisions relating to
the constitution of the Internal Committee (IC) under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment.
This has been widely communicated internally and is
uploaded on the Company's intranet portal.

Financial Statements for the Financial year ended
31^st March, 2025.

The Report of Secretarial Auditors for the Financial
Year ended 31^st March, 2025 is also unmodified.

45. Proceeding under Insolvency and Bankruptcy Code,
2016:

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

46. The details of the difference between the amount
of the valuation done at the time of the one-time
settlement and the valuation done while taking a loan
from the banks orfinancial institutions, along with the
reasons thereof:

During the year under review, the Company has not
made any such settlement; therefore, the same is not
applicable.

47. Code Of Conduct For Board And Senior
Management:

The Company has adopted the Code of Conduct for
the Directors and Senior Management and the same
is available on the Company's website https://www.
skf.com/binaries/pub12/Images/0901d196809a6aba-
Code-of-Conduct-for-Directors-Senior-Management
tcm 12-526431.pdf

All Directors and Senior Management personnel
have affirmed their compliance with the said Code.
A declaration pursuant to Regulation 26 (3) read with
part D of the Schedule V of the SEBI LODR, 2015 signed
by the Managing Director to this effect is annexed as a
part of the Annual Report as Annexure-K.

48. Compliance with Secretarial Standards:

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

49. Cautionary Statement:

Statements in this ‘Director's Report' and ‘Management
Discussion and Analysis Report' describing the
Company's objectives, projections, estimates,

50. Acknowledgements:

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

For and on behalf of the Board,
SKF India Limited

Gopal Subramanyam, Chairman
DIN:06684319

Date: 15^th May, 2025 Place: Gothenburg, Sweden