skf india ltd share price Directors report


Dear Members,

The Board of Directors of your Company are pleased to present the 62nd Annual Report, with audited financial statements (standalone and consolidated) for the financial year ended on 31st March 2023.

1. Summary - Financial Results (Standalone and Consolidated)

Year Ended Year Ended
31st March 2023 Standalone 31st March 2022 Standalone 31st March 2023 Consolidated 31st March 2022 Consolidated
Revenue from Operations 43,049.2 36,658.9 43,049.2 36,658.9
Other Income 518.7 346.2 518.7 346.2
Total Income 43,567.9 37,005.1 43,567.9 37,005.1
Operating Expenditure 35,570.2 31,124.5 35,570.2 31,124.5
Depreciation 668.4 571.0 668.4 571.0
Profit before Tax 7,329.3 5,309.6 7,329.3 5,309.6
Share of Net Profit/(loss) of Associate - - 0.9 (1.7)
Provision for Taxation 2,081.4 1,358.3 2,081.4 1,358.3
Profit after Tax 5,247.9 3,951.3 5,248.8 3,949.6
Other Comprehensive Income 25 (13.5) 25 (13.5)
Total Comprehensive Income for the 5,272.9 3,937.8 5,273.8 3,937.8
Period

2. Operations

The Standalone Revenue from operations of the Company for the year ended on 31st March 2023, stood at INR 43,049.2 mn compared to INR 36,658.9 mn in the previous year. The Companys Standalone Profit before Tax for the year under review was INR 7,329.3 mn compared to INR 5,309.6 mn in the previous year.

The Standalone Profit after Tax for this period was INR 5,247.9 mn, compared to INR 3,951.3 mn during the previous year.

The Company incurred a capital expenditure of INR 1,084.1 mn during the year.

3. Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of the Company for FY 2022-23 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 form parts of the Annual Report of FY 2022-23.

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 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 under 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 which 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.

The Registered Office of the Company, which was earlier situated at ‘MGM Building, Netaji Subhash Road, Mumbai, Maharashtra 400002 in the jurisdiction of Registrar of Companies, Mumbai, was shifted to ‘Chinchwad, Pune 411 033 vide application made by the Company on 09th Jun e 2022 an d approval from the office of Registrar of Companies, Pune on 15th July 2022.

5. State of Companys Affairs

The Company empowers global enterprises with its latest technology for the next decade today. The Companys 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 technologycentric 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.

SKFs 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.

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.

The Group has also reached a milestone of completing 100 years of its business operations in India.

6. Transfer to Reserves

The Board of Directors decided to retain the entire amount of profit for FY 2022-23 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 2022-23, the Company has declared dividend as the final dividend of INR 40/- per equity share of INR 10/- each to its shareholders.

FY 2022-23 was an exceptional year, with efficient planning and robust operational performance. The Board of Directors at their meeting held on 17th May 2023 has recommended the payment of INR 40/- per equity share of the face value of INR 10/- each as the final dividend for the financial year ended

31st March 2023, compared to INR 14.50/- per equity share for the preceding financial year ended 31st March 2022. The pay-out is expected to be INR 1,977.5 mn, the payment of the final dividend is subject to the approval of the shareholders of the Company at the ensuing 62nd Annual General Meeting (AGM) of the Company to be held on 2nd August 2023.

The record date is Thursday , 29th June 2023, for the purpose of determining the eligibility of the shareholders for payment of the dividend for the financial year ended 31st March 2023.

As per the Income Tax Act, 1961 (the Act), as amended by the Finance Act, 2020, dividends paid or distributed by a company after 1st 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 Companys website: https://www. skf.com/binaries/pub12/Images/0901d196809a6abb- Dividend-Distribution-Policy-SKF-India-Feb-2017_ tcm_12-526433.pdf

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 201415 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 31st March 2023, is INR 494.38 mn - divided into 49,437,963 equity shares of INR 10/- each. The Companys 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 2022-23. As of 31st March 2023, 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 received numerous awards and felicitations from distinguished bodies for achievements in different fields that re-emphasise SKFs strong position in the Indian manufacturing industry. Some of the achievements are:

• SKF India was awarded ‘Towards quality performance with sustenance without major claims at the Yamaha Virtual Supplier Conference on 28th April 2022, under the ‘Quality category. SKF India has met and sustained its quality targets and requirements with no cases of a warranty claim or performance nonconformance. Yamaha Motors considers SKF as a reliable partner and the award is a testimony and a significant milestone in SKF Indias journey towards operational excellence and our uncompromising commitment to customer- centricity.

• Also pleased to inform you that Bajaj Auto has recognized SKFs efforts for 2022-23 & awarded with prestigious ‘GOLD Award during BAVA Supplier Convention at Pantnagar on 31st January 2023

• Winner (1st prize) - Manufacturing Company of the year award at 10th Annual Manufacturing Today Conference & Award-2022 for Pune, Haridwar and Bangalore factory

• Gold Award at 47th International Convention on Quality Control Circles on 22nd November 2022 in Jakarta, Indonesia, to TRB T1 & Roller team

• Gold award at 11th CII National Poka-yoke Competition-2022 for TRB T2 team

• Silver award at 11th CII National Poka- yoke Competition-2022 for DGBB Ch-6 & Maintenance team

• 1st position at 17th Continuous Improvement (Kaizen) Competition 2022 for DGBB Ch-11, Maintenance and Heat Treatment team

• Gold award in 55th Mini Convention organized by QCFI, Pune chapter to factory resetting team, maintenance team and HUB team

• Jury Award in restorative category in Challengers trophy competition organized by CII, Bengaluru team at national level to factory resetting team

• Jury Award in restorative category in Champions trophy competition organized by CII, Bengaluru team at national level to HUB1.1 team

• Jury Award in Muda category in Challengers trophy competition organized by CII, Bengaluru team at national level to TRB T2 team

• Jury Award in Poka Yoke category in Challengers trophy competition organized by CII, Bengaluru team at national level to DGBB Ch-6 team

• Jury Award in Poka Yoke category in Challengers trophy competition organized by CII, Bengaluru team at national level to TRB T6 team

• Champions of Champion award in Champions trophy competition organized by CII, Bengaluru team at national level to HT team

• Silver award in 64th National Convention organized by IIIE (Indian Institution of Industrial Engineering) at Pune to factory resetting team

• Excellence Award in 36th NCQC-2022 organized by NCQC to maintenance team

• Par excellence award to HUB1.2 team in 36th NCQC-2022 organized by NCQC

• Par excellence award to factory resetting team in 36th NCQC-2022 organized by NCQC

• Platinum award to maintenance team in 3M Competition organized by CII, Bengaluru on 23rd February 2023

• Gold award to factory resetting team in 3M Competition organized by CII, Bengaluru on 23rd February 2023

• Platinum award to factory resetting team in CII organized - SMED-Quick changeover on 24th February 2023

• Gold award to Pune roller team for presenting their case study in Safety Case Study presentation competition organized by QCFI, Pune in Mar-23

• Gold award to Pune factory resetting team for presenting their case study in Safety Case Study presentation competition organized by QCFI, Pune in Mar-23

• Gold award to Pune maintenance team for presenting their case study in Safety Case Study presentation competition organized by QCFI, Pune in Mar-23

• Silver award to Pune maintenance team for presenting their case study in Safety Case Study presentation competition organized by QCFI, Pune in Mar-23

• Bronze award to Haridwar manufacturing team in 9th kaizen competition organized by QCFI, Haridwar chapter.

10. Managements Discussion and Analysis and Outlook

The Managements 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.

11. Corporate Governance

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximising shareholder value legally, ethically, and sustainably. Our Corporate Governance Report for FY 2022-23 forms part of this Annual Report. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI (Listing Obligations Disclosure Requirement) Regulation ("SEBI LODR"). The Corporate Governance Report, together with a certificate from the Companys Statutory Auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report as Annexure-B.

At SKF India, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. Pay-offs from strong governance practices have been in the sphere of valuations, stakeholders confidence, market capitalisation and recognition from different stakeholders.

12. Directors and Key Managerial Personnel

a. Changes in Directors:

During FY 2022-23, based on the recommendation of Nomination and Remuneration Committee (‘NRC) of the Company, the Board of Directors have appointed Mr. David Leif Henning Johansson (DIN: 09651955) and Mr. Karl Robin Joakim Landholm (DIN: 09651911) as Directors on the Board with effect from 28th

June 2022, and shareholders appointed both as Directors at 61st Annual General Meeting held on 27th July 2022, liable to retire by rotation.

Mr. David Leif Henning Johansson and Mr. Karl Robin Joakim Landholm are not debarred or disqualified from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated 20th June 2018, issued by the BSE and NSE. Pursuant to the provisions of section 152(6) of the Companies Act, 2023, Mr. David Leif Henning Johansson is liable to retire by rotation as he has been the longest in office since his last appointment on 28th June 2022. Mr. David Leif Henning Johansson being eligible has offered himself for re-appointment as a Director of the Company. The resolution for re-appointment of Mr. David Leif Henning Johansson forms the part of notice convening Annual General Meeting.

Mr. Aldo Cedrone (DIN: 08455073), NonExecutive and Non-Independent Director and Ms. Ingrid Viktoria Van Camp (DIN: 08945782), Non-Executive and Non-Independent Director, have resigned as Director of the Company with effect from 28th June 2022, due to their other engagements. The Board placed on record the appreciation for the valuable services, support and guidance extended by Mr. Aldo Cedrone and Ms. Ingrid Viktoria Van Camp during their tenure as Directors of the Company.

The tenure of Mr. Manish Bhatnagar (DIN: 08148320) as the Managing Director of the Company is concluding on 15th August 2023. It is proposed to appoint him as the Managing Director of the Company for further period of 5 years as recommended by the Nomination and Remuneration and Audit Committee. The resolution for the approval for appointment of Mr. Manish Bhatnagar as the Managing Director of the Company along with the Explanatory Statement forms the part of the Notice convening the Annual General Meeting.

b. Changes in Key Managerial Personnel:

Mr. Ashish Saraf was appointed as Chief Financial Officer (CFO) of the Company with effect from 11th May 2022 as recommended by the Nomination and Remuneration and Audit Committee pursuant to resignation of Mr. Anurag Bhagania as a Chief Financial Officer of the Company.

During the year under review, 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 Act 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 20th 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 Sector Specific knowledge, Finance, Marketing, Strategic Thinking, Regulatory Laws, and Leadership skills as mentioned in CG Report. These domains are integral part of every business and therefore the collective expertise of these board members ensure 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 ensures that the skills and knowledge is appropriate and beneficial to the Company. All the Independent Directors have successfully passed the test.

15. Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as 31st March 2023:

• Mr. Manish Bhatnagar, Managing Director

• Mr. Shailesh Sharma, Whole-time Director

• Mr. Ashish Saraf, Chief Financial Officer

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

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 forthcoming financial year (2023-24) 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 several proposals by circulation from time to time.

During FY 2022-23, 4 (four) 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 Annexure B.

Details of Committee is 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-assessments, covering various relevant criteria such as degree of fulfilment 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 Companys business model, the risks and opportunities, the new products, innovations, sustainability measures, digitisation measures, etc. Details of the Familiarisation Programme for Independent Directors are explained in the Corporate Governance Report and is also available on the Companys 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 Companys 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 constituted in terms of the requirements of the Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements), 2015, it comprises of three (3) 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 Mr. David Leif Henning Johansson (Non-Executive, Nonindependent Director). Two-third members of Committee are Independent Directors.

The Audit Committee was re-constituted due to the resignation of Ms. Ingrid Viktoria Van Camp (Non-Executive, Non-independent Director) with effect from 28th June 2022. Mr. David Leif Henning Johansson was inducted as a Member of the Audit Committee in place of Ms. Ingrid Viktoria Van Camp with effect from 28th June 2022.

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

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 three (3) members. The Committee is chaired by Mr. Manish Bhatnagar (Managing Director). The other Members of the Committee are Mr. Gopal Subramanyam (Independent Director) and Ms. Anu Wakhlu (Independent Director). Two - third members of Committee are of 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 are given in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure-C.

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

We aim to build more capable, inclusive, and resilient communities through a shared approach that takes into cognisance the specific needs of each community. Our social strategy aligns with our core business strategy to empower communities and provide opportunities for us to create common value across our footprint.

The Company has been actively engaged in various CSR activities over the years, which cover the entire gamut of social welfare/upliftment activities across the nation. The thrust areas under CSR inter- alia included education, employment enhancing vocational skills, empowerment of women, socially/ economically backward groups, etc., which have always been built on the Companys values of ‘SKF Care built on four pillars of ‘Business care, Employee care, Environment care and Community care.

The Corporate Social Responsibility (CSR) Committee reviews and monitors the CSR projects and expenditures undertaken by the Company. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company under the CSR Policy during the year under review are set out in the Annual Report on CSR activities & CFO Certificate - annexed as Annexure-C of this Report.

Total unspent CSR amount for the Financial Year under review is INR Nil-, the Company will spend the said unspent amount within prescribed time lines as per Companies Act, 2013 and rules made there under.

23. Risk Management

Risk is inherent in all businesses and the key to success is to anticipate risks and deploy an appropriate framework to manage them. In todays 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 Companys 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.

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 decisionmaking and in the development of detailed mitigation plans. The identified risks are then integrated into the Companys 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 Companys risk management initiatives are periodically updated to the Audit Committee and Board of the Company. The Companys 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 Directors 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/094128b54400ccfb/pdf_preview_ medium/094128b54400ccfb_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.

24. Safety/Sustainability Safety

The company has a vision of "Zero-harm to our employees and society". Safety always comes first and we are convinced that all work-related accidents can be prevented.

Health and Safety Management remains the Companys foremost priority. A focus on safety is one of the core values of the Company and this is also incorporated into our strategy. The Company always gives main focus to safety and the well-being of employees. The company is committed to providing a safe and healthy environment, which is free from accidents injuries, and occupational health hazards. The company has adopted a structured approach toward the implementation of Safety Policies and programs to integrate safety with business processes with the objective of continuously improving safety performance.

The company is certified to ISO 45001 and 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. The company also started mapping the Safety competency of the employees & plan actions to improve Skills & knowledge through

our training centre KUSHAL. Training and awareness are considered key elements of our safety strategy. We work with our contractors and suppliers so they understand our safety requirements.

We commemorate National Safety Month and World Environment Day where we engage all stakeholders. This year also we will continue with our structured programs with the objective of encouraging a strong safety culture in the factories.

The Company has adopted a structured approach toward the implementation of safety policies and programmes to integrate safety with the business process to continuously improve safety performance. The Company always takes a safety-first approach while taking any business decision.

Sustainability

Sustainability is an integral part and one of the driver of SKF Group and we at SKF India are committed to it. The company has well-defined ESG Materiality analysis and having various actions in place.

The company has launched its green manufacturing initiative focussing on GHG emission reduction, conservation of natural resources, and eliminating/ reducing the generation of hazardous waste. With these projects, we are aiming to reduce negative impacts on the environment due to our manufacturing operations, products, and services.

We have rolled out the following initiatives as a part of the green manufacturing program:

1. Energy efficiency improvement and renewable energy sourcing to reduce carbon emission footprint

2. Water conservation

3. Oil and chemical consumption reduction

4. Waste elimination

5. Saving trees

We are working on reducing GHG emissions in manufacturing to achieve the objective of 100% decarbonization by 2030 in our manufacturing processes and to become a net Zero GHG Emission organization across the full value chain by 2050. SKF has committed itself to Science Based targets Initiatives (SBTi) for net zero.

In the year 2022-23, SKF India sourced 41% of renewable energy required for its manufacturing. This year we have signed a captive power purchase agreement for SKF Bangalore factory for a wind-solar

hybrid project and will start the supply of renewable energy in the 3rd quarter of 2023. Through this agreement, the Bangalore factory will be sourcing 95100% renewable energy for manufacturing. Similarly, the Pune factory has entered into a captive farm solar power purchase agreement increasing the renewable energy sourcing capacity to 55-60% by this year. All these initiatives will help us to reduce scope 1 & 2 GHG emissions from 41% to 70% by the end of 2025. SKF India is working with suppliers and transporters to reduce upstream and down-stream emissions across the full value chain up to customer delivery. The team is working with the top 50 critical suppliers to assess their status with the ESG parameters, identify gaps and help them to finalize an action plan to reduce their GHG emissions and ensure compliance with ESG norms. SKF India has initiated a sustainability supply chain program with the objective of 15% reduction in CO2 emission of forging and ring suppliers by 2025, the base year is 2019. SKF logistic team is also working to reduce CO2 emission by 40% per ton of goods transported to end customers with a base year as 2015. The team is working on air freight reduction projects and road transport last-mile reduction projects.

SKF India manufacturing sites are committed to water conservation and ensure zero water discharge by treating the used water through ETP and STP plants for gardening and personal hygiene. All the factories are having rainwater harvesting and water storage facilities minimizing the usage of fresh water. SKF India sites reduce their water consumption by 10% over the last year.

SKF India is continuously working on a program to reduce the usage of oil and chemicals and reduce the wastage and spillage of oil and chemicals. All the sites are using sludge compacting machines to reuse coolant and prevent soil pollution during the transport of sludge. All the SKF India sites are VOC free for the last 3 years. Both SKF Bangalore and Haridwar plants recycle the grinding dust and avoid landfilling or incineration.

SKF India sites are proactively working on a reduction in paper and plastic consumption through various packaging optimization projects in collaboration with suppliers and customers. A major initiative was launched for the segregation of plastic and paper wastes at all manufacturing locations and offices to improve the recycling of the waste.

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 Committees evaluation, it was concluded that as of 31st March 2023, 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 Directors 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 31st March 2023, 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 31st March 2023, and of the profit of the Company for the period ended 31st March 2023

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. Internal 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, the Company has formulated a Policy on Related Party Transactions (Policy) which is also available on the Companys website at https://cdn. skfmediahub.skf.com/api/public/094c27a9001efbc0/ pdf_preview_medium/094c27a9001efbc0_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 ID) 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 arms 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 arms length basis and were in the ordinary course of business. The Company has not entered into transactions with related parties, which are material in nature, i.e., transactions of value exceeding the lower of INR One Thousand Crores or 10% of the annual consolidated turnover as per the last audited financial statements with necessary approval from Audit Committee, Board of Director 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.

Within the prescribed timeline with Stock exchanges and the same is published on website of the Company.

28. Subsidiaries, Joint Venture and Associates Companies

As of 31st March 2023, the Company has two Associate Companies, i.e., Sunstrength Renewables Private Limited and Clean Max Taiyo Private Limited Further, there are no subsidiaries or joint venture companies.

The statement containing the salient features of the Financial Statements of the Companys 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

29. Vigil Mechanism / Whistle-blower Policy

Over the years, SKF India has established a reputation for doing business with integrity and displaying zero tolerance for any form of unethical behaviour. Your 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 Companys 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 Boards 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 Compliance Week Celebration, Workshops, e-learning modules and, periodic compliance communications for creating greater awareness with respect to its Code of Conduct including - Fair Competition Directive, Insider Trading Awareness and 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 Managements 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 Companys website and can be accessed on https://cdn.skfmediahub.skf.com/api/ 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 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 31st March 2023.

32. Statutory Auditors

At the 61st Annual General Meeting of the Company, M/s Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No. 007567S/ S200012) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years till the conclusion of the 66th 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. 007567S/S- 200012), have submitted their Report on the

Financial Statements of the Company for the FY 2022-23, which forms a part of the Annual Report of FY 2022-23. 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 Parikh & Associates, Company Secretaries, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the FY 2022-23.

The report of the Secretarial Auditor for the financial year ended on 31st March 2023, 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 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 08th February 2019 read with and Regulation 24A of SEBI LODR, all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format.

The Company has received Secretarial Compliance Report from M/s Parikh & Associates, Company Secretaries for the Financial Year ended 31st March 2022 and it has been submitted to the stock exchange(s) within the stipulated time. Certificate forms part this Annual Report as Annexure-G.

A certificate from M/s Parikh & Associates, 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

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.

Cost Audit

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, M/s. RA & Co. (Firm Registration No. 000242), Cost Accountants were appointed as Cost Auditors of the Company for FY 2022-23 by the Board of Directors on the recommendation of the Audit Committee. The Cost Auditors have 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 2022-23 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 RA & Co, Cost Auditor is included in the Notice convening the 62nd 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

The Registered Office of the Company, which was earlier situated at ‘MGM Building, Netaji Subhash Road, Mumbai Maharashtra 400002 in the jurisdiction of Registrar of Companies, Mumbai, was shifted to ‘Chinchwad, Pune 411 033 vide application made by the company on 9th June 2022 and approval from the office of Registrar of Companies, Pune on 15th July 2022.

Certificate of registration of the order of regional director confirming transfer of The registered office within the same state was issued on 15th July 2022.

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 investors@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 8,99,330/- (Rupees Eight Lakh Ninety Nine Thousand

Three hundred and Thirty Only) being the unpaid and unclaimed dividend amount pertaining to the year 2014-15 to the IEPF in in June 2022.

As per the IEPF Rules, all shares in respect of which dividend has not been paid or claimed for 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 2014-15 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 2015-16 and shares where dividend had remained unpaid for the last consecutive seven years will be transferred to the IEPF within the stipulated time period.

The Company has sent individual notices to the concerned shareholders, whose shares and dividends are liable to be transferred to the IEPF Authority to their latest available addresses.

The Company has displayed full details of such shareholders, dividends and shares on its website at www.skf.com/in. 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% of its equity share capital during the financial year.

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 second and third tranche of investment will be done in FY 202324 by SKF India in Clean Max Taiyo Private Limited to

comply with the captive requirements. Your company is planning to expand this investment considering the recent changes in the local electricity laws.

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. Your company is planning to expand this investment considering the recent changes in the local electricity laws.

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 31st March 2023 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, 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 Companys intranet portal.

Internal committees comprising management staff across locations and an external member are in place. These include majority women members to redress complaints relating to sexual harassment. The employees are sensitised from time to time in respect of matters connected with the prevention of sexual harassment. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their colleagues at the workplace. The Company also conducted an e-learning programme for employees to cover various aspects of the subject matter.

1. Number of complaints pending as on the beginning of FY 2022-23 [0]
2. Number of complaints of sexual harassment received in the year [3]
3. Number of complaints disposed off during the year [1]
4. Number of complaints pending as on the end of FY 2022-23 [2]

ICC Committee details are provided in Posh Policy The PoSH Policy is available on website of the Company

https://cdn.skfmediahub.skf.com/api/

public/0901d19680abcff8/pdf_preview_

medium/0901d19680abcff8_pdf_preview_medium.

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43. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure J to this Report.

44. Explanation Or Comments On Qualifications, Reservations Or Adverse Remarks Or Disclaimers Made By The Statutory Auditors, Secretarial Auditors

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31st March 2023.

The Report of Secretarial Auditors for the Financial Year ended 31st March 2023 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 2022-23.

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 or financial 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 Companys 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 the Regulation 26 (3) read with part D of the Schedule V of the SEBI LODR, 2015 signed by Managing Director to this effect is annexed as a part of 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.

19. Cautionary Statement

Statements in this ‘Directors Report and ‘Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.

30. 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

Place: Gothenburg, Sweden Gopal Subramanyam Chairman
Date: 17th May 2023 DIN: 06684319