Timken India Ltd Directors Report

Dear Members,

The Board of Directors has pleasure in presenting 37 Annual Report of the Company for FY 2023-24.

Financial Summary

(Rs in million)

Particulars	Financial Year ended 31 March, 2024	Financial Year ended 31 March, 2023
Revenue from Operations	29,095.41	28,066.10
Add: Other Income	407.65	531.75
Total Income	29,503.06	28,597.85
Less: Total Expenses	24,260.92	23,362.64
Profit before tax (PBT)	5,242.14	5,235.21
Less: Tax expenses	1,320.72	1327.76
Net Profit after tax (PAT)	3,921.42	3,907.45
Add/Less: Other Comprehensive Income	(7.66)	7.68
Total Comprehensive Income	3,913.76	3,915.13

An all- time high revenue from operations of 29,095.41 million recorded in the current year compared to 28,066.10 million in the previous year, indicating a growth of 3.7%. This rise was driven by strong performance in the domestic market, partially offset with the reduction in exports. Other income declined to 407.65 million in the current year compared to 531.75 million in the previous year, a decrease of 124.10 million. This reduction was primarily due to foreign exchange gain and a one-time income in the form of Jharkhand incentive received from the state government in previous year. However, this decline was partially offset by an increase in interest and dividend income from fixed deposits and mutual funds. Total income increased to to 29,503.06 million in the current year as compared to 28,597.85 million in the previous year, an uptick of 905.21 million. This growth was primarily driven by the increase in revenue from operations, despite the drop in other income, indicating robust core operations. Total expenses increased by 898.28 million during the same period in alignment with volume increase and inflationary impact. Net Profit after Tax (PAT) rose to 3,921.42 million in the current year from 3,907.45 million in the previous year, reflecting a marginal increase of 13.97 million in net profitability. The Company recorded highest ever earnings per share of 52.13 for the year ended 31 March, 2024. Overall, the financial performance of the Company shows stability with minor reduction in profitability ratios due to favorable forex and one time incentive in previous year. The Company continues to remain low debt and generated adequate cash flow to meet its working capital needs and long-term growth projects. The balance of cash and cash equivalents and investments has increased by 944.06 million to 4,887.00 million. For more details on the other elements of balance sheet, please refer Management Discussion and Analysis.

There is no reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company. The Board of Directors of the Company did not propose to transfer any amount to reserves during the financial year under review.

The Ministry of Corporate Affairs vide notification no. G.S.R.242(E) dated 31 March, 2023, amended Para 117 of Ind AS 1, effective from FY 2023-24. This amendment alters the accounting policy disclosure requirements, shifting the focus from significant policies to material ones, and provides clear guidance on materiality and when an accounting policy should be considered material. The Company has evaluated its current policies and made necessary modifications to ensure alignment with the amendment. The business of the Company has not undergone any change in the financial year under review.

Dividend

The Board of Directors, subject to approval of Members at ensuing Annual General Meeting (AGM), has recommended dividend of Rs. 2.5/- per equity share of Rs. 10/- each fully paid up (25%) for the financial year ended 31 March, 2024. Dividend Distribution Policy is available on the website of the Company and can be accessed at https://www.timken.com/en-in/investors/policies/.

Update on New Manufacturing Facility

The Company is setting up new manufacturing plant at Bharuch to manufacture Spherical Roller Bearings and Cylindrical Roller Bearings. The work is going on as per plan and commercial production is expected to start in Q4 2024-25.

Internal Financial Controls

The Company has designed and implemented internal control systems commensurate with the nature, size and complexities of business operations. Internal control processes are designed to provide reasonable assurance towards the effectiveness and efficiency of its operations, reliability of financial reporting, compliance with applicable laws and regulations, prevention and detection of frauds & errors and safeguarding of its assets.

The Company has well documented authorization matrix covering all important operations of the Company. The Company has put in place an enterprise-wide Risk Management Framework with an objective of timely identification of risks, assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategies to reduce the impact of risk exposure.

The Company has developed and implemented a framework for ensuring internal control over financial reporting. The Company has carried out evaluation of design and effectiveness of these controls and no significant material weaknesses or deficiencies were observed.

Corporate Governance

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Corporate Governance Report along with Compliance Certificate from Practicing Company Secretary is attached as

Annexure - I. Details relating to composition of the Board and its Committees along with its meetings held during FY 2023-24 are given in Corporate Governance Report which is attached as Annexure - I. One meeting of the Independent Directors was held on 5 February, 2024 which was attended by all the Independent Directors except Mr. P S Dasgupta. The Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel. Declaration regarding compliance with Code of Conduct is attached herewith and forms a part of

Annexure - I.

Directors and Key Managerial Personnel

During the year under review, Mr. Ajay Sood (DIN: 03517303) and Dr. Lakshmi Lingam (DIN: 10181197) were appointed as Independent Directors. Mr. P S Dasgupta (DIN: 00012552) and Mr. Veerappan V (DIN: 01593254) ceased to be Independent Directors of the Company with effect from 1 April, 2024 and 1 June, 2024 respectively, on completion of their tenure. Mr. Hansal Patel (DIN: 09607506), Director, will retire by rotation at 37 AGM and being eligible, offers himself for re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved:

l Re-appointment of Mr. George J Ollapally (DIN: 09607523) as an Independent Director of the Company w.e.f. 1 June, 2024 for a period of 3 years, subject to approval of Members of the Company.

l Appointment of Mr. Soumitra Hazra (DIN: 02293182) as an Independent Director of the Company w.e.f. 31 May, 2024 for a period of 2 years, subject to approval of Members of the Company

In the opinion of the Board, aforesaid persons possess requisite expertise, skills, integrity and experience and their association and leadership will be beneficial to the Company. Hence, the Board has recommended their appointment at 37 AGM.

The Company is in receipt of Notices under Section 160 of the Companies Act, 2013 (the ‘Act’) in respect of proposed appointments as mentioned above.

Pursuant to Section 203 of the Act, Mr. Sanjay Koul as Managing Director, Mr. Avishrant Keshava as Chief Financial Officer and Mr. Mandar Vasmatkar as Company Secretary serve as Whole-time Key Managerial Personnel (‘KMP’). During the year under review, there has been no change in KMP.

The Company has received declaration of independence from all Independent Directors of the Company confirming that he/she has met with the criteria of independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations. Independent Directors’ details have been included in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs (‘IICA’).

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Board has carried out performance evaluation of the Board of Directors as a whole, various Committees of the Board and individual Directors based on performance evaluation criteria. Each Director has provided feedback in writing to Chairman about the Board as a whole, various Committees and individual Directors. Further, Independent Directors in their separate meeting held on 5 February, 2024 have evaluated performance of Non-Independent Directors, Chairman and the Board as a whole.

Statutory Audit

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W100018), continue to serve as Statutory Auditors of the Company. The Report given by Statutory Auditors on the Financial Statements for FY 2023-2024 forms a part of this Annual Report. Auditors expressed unmodified opinion on Financial Statements for FY 2023-24 in their report. During the year under review, there was no fraud reported by the Auditors to the Audit Committee/Board under Section 143(12) of the Act.

Auditors confirmed to the Audit Committee that the Company used an accounting software for maintaining books of accounts which had a feature of audit trail and during the audit, they did not come across any instance of tampering of audit trail. Auditors also provided unmodified opinion on adequacy and operating effectiveness of internal financial controls over financial reporting as at 31 March, 2024. However, Auditors have pointed out that though proper books of accounts as required under the Act has been kept by the Company, daily back up such books of accounts in electronic mode in a server physically located in India was not kept. In this regard, it may please be noted that the Company has taken steps in positive direction including identifying a source which can help the Company to maintain daily back up of books of accounts in servers located in India and this will be implemented soon.

Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have its records audited by the Cost Accountant. The Company has maintained cost records for FY 2023-24 as required under Section 148 of the Act.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Shome and Banerjee (Firm Registration No. 000001) as Cost Auditors for FY 2024-25. In terms of Section 148 of the Act read with Rules made thereunder, remuneration payable to Cost Auditors is required to be ratified by Members of the Company. Accordingly, appropriate resolution for ratification of remuneration payable to Cost Auditors for FY 2024-25 has been inserted in the Notice convening 37 AGM. The Board requests Members to approve/ratify remuneration of Rs. 6,30,000/- (Rupees Six Lakhs and Thirty Thousand Only) plus applicable taxes and out-of-pocket expenses payable to Cost Auditors for FY 2024-25. The Cost Audit Report of the Company for FY 2022-23 was filed on 4 September, 2023 (within the stipulated due date).

Secretarial Audit

Pursuant to Section 204 of the Act, M/s. V Sreedharan & Associates, Practicing Company Secretaries, has submitted the Secretarial Audit Report which is attached as Annexure - II. Secretarial Auditors confirmed that the Company has complied with all the applicable laws but made two observations in their report. For more details, please see Annexure - II. The Company conducted two Risk Management Committee Meetings with a gap of (8 days) more than 180 days which was due to inadvertence. Secretarial Auditor also pointed out about daily back up of books of accounts on serves physically located in India, same as Statutory Auditors.

The Company has complied with norms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Internal Audit

KPMG Assurance and Consulting Services LLP, acted as Internal Auditors for FY 2023-24. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Related Party Transactions

All related party transactions entered into by the Company during FY 2023-24 are disclosed in the Financial Statements for the year ended 31 March, 2024. All related party transactions entered during FY 2023-24 were in ordinary course of business and at arm’s length. There was no related party transaction that had any conflict with the interest of the Company.

Material related party transactions entered during FY 2023-24 are given in Form AOC-2, attached to this Report marked as

Annexure - III. It may please be noted that the Company has entered into material related party transactions as approved by the Members under Regulation 23 of Listing Regulations. The Company has considered definition of material related party transactions under the Listing Regulations for reporting material related party transactions in Form AOC-2. For FY 2024-25, the Company anticipates that material related party transactions would be entered with four parties, for which approval is being sought in 37 AGM. The Audit Committee was provided with all relevant information as required under SEBI circular dated 22 November, 2021 and the Audit Committee has granted approval for all material related party transactions of FY 2024-25.

During the year under review, the Company has revised existing Related Party Transactions Policy to align with the amendments in the provisions of the Act and Listing Regulations. The updated Related Party Transactions Policy is available on the website of the Company at https://www.timken.com/en-in/investors/policies/.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee which inter-alia is responsible for assessment of risks, establishment of framework for monitoring risks and developing strategy for mitigation of various risks. Mr. Avishrant Keshava serves as Chief Risk Officer of the Company. Risk Management Policy is disclosed on the Company’s website at https://www.timken.com/en-in/investors/policies/.

The Company had conducted risk review and found that risk profile did not undergo any major change. Risk Surveillance Audit was conducted by a third party and audit findings did not reveal any non-conformity. The Company has adopted ISO 31000:2018 for risk management at enterprise level.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (‘CSR’) Committee which is responsible for evaluation and implementation of CSR Projects. The Company has spent Rs. 4,61,12,128/- on various CSR Activities during FY 2023-24, including administrative expenses. Further, the Company has transferred Rs. 3,09,87,635/- on account of ongoing projects to Unspent CSR Account. For more details on CSR expenditure during the year under review, please refer Annual Report on CSR Activities attached as

Annexure IV. Details of CSR Projects carried out during FY 2023-24 are also available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/. The Company has adopted CSR Policy and its salient features are as follows:

l It lays down CSR Philosophy, Vision and Commitment of the Company. l It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners. l It also lays down roles and responsibilities of the CSR Committee.

During the year under review, no change was made in the CSR Policy. This Policy is disclosed on the Company’s website at https://www.timken.com/en-in/investors/policies/.

Nomination and Remuneration Policy

Based on recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of Directors, KMPs and other employees. The salient features of the Policy are as follows:

l It covers role of the Nomination and Remuneration Committee in line with Section 178 of the Act and Listing Regulations.

l It lays down criteria for determining qualifications, positive attributes, independence and other personal specifications that need to be considered for appointment of a Director.

l It specifies terms and conditions that need to be considered for appointment of Directors, KMPs and Senior Management Personnel including tenure of appointment, removal and retirement.

l It also lays down parameters for payment of remuneration to Executive Directors, Non- Executive/ Independent Directors, KMPs and Senior Management Personnel.

During the year under review, no change was made in the Nomination and Remuneration Policy. This Policy is disclosed on the Company’s website at https://www.timken.com/en-in/investors/policies/.

The Nomination and Remuneration Committee was briefed about compensation philosophy of the Company, total rewards (compensation) strategy, increment procedures and process adopted for succession planning. The Committee took note of the same and expressed satisfaction about processes adopted by the Company in the areas referred above.

Ratio of Remuneration

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, as amended from time to time, applicable details are given in specified format which is attached as Annexure - V.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this report. However, this Report and the Financial Statements are being sent to the Shareholders of the Company excluding aforesaid information. Any Shareholder interested in obtaining such information may write to the Company Secretary & Chief - Compliance at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of AGM.

Vigil Mechanism/Whistle Blower Policy

For details, please refer Corporate Governance Report attached as Annexure - I.

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

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are attached to this

Report marked as Annexure - VI.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of Listing Regulations, Business Responsibility and Sustainability Report is made available on the website of the Company at https://www.timken.com/en-in/investors/financial-report/.

Directors’ Responsibility Statement

In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

Annual Return

Annual Return as on 31 March, 2023 filed with the Registrar of Companies and Draft Annual Return as on 31 March, 2024 are available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/.

Particulars of Loans, Guarantees or Investments

Particulars about investments made by the Company during the year are disclosed in the Financial Statements. During the year under review, the Company did not give any loans except to its employees as part of the conditions of service. Also, the Company did not give any guarantee or extend any securities in connection with any loan.

Deposits

The Company has not accepted Deposits covered under Chapter V of the Act and Rules framed thereunder.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company does not tolerate discrimination, sexual harassment or any other harassment whether engaged in by management or associates or other individual with whom associates come into contact during work. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. The Company has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the aforesaid Act. The Company has constituted Internal Committee (‘IC’) (formerly known as ‘Internal Complaints Committee’) at all locations of the Company and half of the total Members of the IC are women. IC redresses complaints received regarding sexual harassment as required by the aforesaid Act. During the year under review, the Company has not received any sexual harassment complaint.

Significant and/or material orders passed by the Regulators

During FY 2023-24, no judicial order was passed which could impact going concern of the Company. It may please be noted that the Company has made disclosure about show cause notices/orders received from Employees’ Provident Fund Organization, details of which are available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/.

Listing with Stock Exchanges

The Company confirms that it has paid annual Listing Fees for FY 2024-25 to National Stock Exchange of India Limited and BSE Limited, where the Company’s shares are listed.

Investor Education and Protection Fund

Pursuant to Section 124 of the Act and Rules made thereunder:

(i) the Company has transferred following unclaimed dividend amounts to Investor Education and Protection Fund (‘IEPF’) during FY

2023-24:

Particulars	Amount (in Rs)
Dividend paid by the Company for FY 2015-16	13,13,434/-
Dividend paid by erstwhile ABC Bearings Limited (amalgamated with the Company) for FY 2015-16	3,58,652/-
Dividend paid by the Company for FY 2022-23 against shares already transferred to IEPF	13,82,743/-

(ii) Unpaid dividend for FY 2016-17 relating to the Company and erstwhile ABC Bearings Limited (amalgamated) is due for transfer to IEPF in the month of September, 2024 and October, 2024 respectively.

Financial Performance of any Subsidiary/Associate/Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Other Disclosures

Sweat Equity Shares	Not applicable as no Sweat Equity Shares are issued.
Shares with differential Rights	Not applicable as no Shares with differential rights are issued.
Shares under Employees Stock Option Scheme	Not applicable as the Company does not have any stock option scheme.
Purchase by Company or giving of loans by it for purchase of its shares	The Company has not purchased or given any loan to purchase its Equity Share and therefore, disclosure norms are not applicable to the Company.
Buy Back of Shares	The Company has not bought back any Equity Share and therefore, disclosure norms are not applicable to the Company.
Demat Suspense/Unclaimed Suspense Account	For more details, please refer Corporate Governance Report attached as Annexure - I.
Settlement with Banks/Financial Institutions	Not applicable.
Proceedings pending under Insolvency and Bankruptcy Code, 2016	Not applicable.

Acknowledgment

The Company has shown resilience to perform during dynamic economic conditions due to continued support from stakeholders, suppliers, investors, customers and employees and we thank you for all your support. We look at future with optimism and believe that we will continue to serve wide range of market, customers with our innovative products and will continue to engineer solutions for betterment of communities and world at large.

	For and on behalf of the Board of Directors
	Sd/-
	Sanjay Koul
Date : 1 July, 2024	Chairman & Managing Director
Place : Bengaluru	DIN: 05159352