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SKF India Ltd. AGM Information 2025

Aug 6, 2025

61883_rns_2025-08-06_8ffe7a69-010c-4260-8842-a4039cb1dc02.pdf

AGM Information

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Date: 06[th ] August 2025

National Stock Exchange of India Limited,
Exchange Plaza, 5thFloor, Plot No. C-1, G
Block, Bandra- Kurla Complex, Bandra
(East), Mumbai – 400051, Maharashtra,
India
NSE Scrip Code –SKFINDIA
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort
Mumbai – 400001, Maharashtra, India
BSE Scrip Code -500472

Subject : Regulation 30 – Proceedings of the 64[th] Annual General Meeting of SKF India Limited (“Company”) held on 06[th] August 2025.

Further to our intimation dated 09[th] July 2025 and pursuant to Regulation 30 read with Clause 13, Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), we are submitting herewith as the proceedings of the 64[th] Annual General Meeting (“AGM”) of the Company held on Wednesday, 06[th] August 2025 at 14:00 Hrs (IST), through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the businesses mentioned in the Notice dated 15[th] May 2025 enclosed as Annexure-A.

The resolutions set out in the AGM Notice have been approved by the equity shareholders of the Company with requisite majority, by passing the applicable ordinary and special resolutions, as mentioned in the proceedings.

The AGM concluded at 15:42 Hr (IST).

Yours faithfully, For SKF India Limited

RANJAN Digitally signed by RANJAN KUMARDN: cn=RANJAN KUMAR, o=Personal, [email protected] Date: 2025.08.06 19:21:13 +05'30' KUMAR

___ Ranjan Kumar Company Secretary & Compliance Officer

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113

Annexure - A

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PROCEEDINGS OF THE 64[TH] ANNUAL GENERAL MEETING (AGM) OF THE COMPANY HELD ON WEDNESDAY, 06[TH] AUGUST 2025, AT 14:00 PM (IST) VIA VIDEO CONFERENCING HOSTED FROM REGISTERED OFFICE OF THE COMPANY CHINCHWAD PUNE-411033, MAHARASHTRA INDIA AND THE RESULTS THEREOF:

  1. Mr. Ranjan Kumar, Company Secretary of the Company and also being the moderator of the AGM acknowledges the presence of respective stakeholders at the 64[th] Annual General Meeting (“AGM” or “the meeting”) through Video Conferencing

  2. The AGM was held on Wednesday, 06[th] August 2025 at 14:00 p.m. (1ST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) (“Meeting”). The Meeting was conducted in compliance with the provisions of the Companies Act, 2013 (“Act”), read with the applicable general circulars issued by the Ministry of Corporate Affairs for holding general meetings through VC/OAVM, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), other applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”).

  3. Mr. Gopal Subramanyam, Chairperson of Company and Chairperson of the Stakeholders’ Relationship Committee and Risk Management Committee welcomed the Members to the Meeting. He requested the Directors and Key Managerial Personnel (KMPs) to introduce themselves to the Members. The Chairperson of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Corporate Social Responsibility Committee were also present at the Meeting. He further confirmed that the Company has made all efforts feasible under the current circumstances to enable the members to participate in the meeting through the video conferencing facility and vote electronically.

  4. At the request of the Chairperson, Mr. Ranjan Kumar, the Company Secretary, confirmed the presence of the requisite quorum as required under law. He further recorded and confirmed the presence of the representatives of the Company’s Statutory Auditors, Secretarial Auditors, Cost Auditors. The Chairperson after confirmation of quorum being present at this meeting, the meeting was called “to order”, thereafter, Ranjan Kumar shared some important information about the meeting with the shareholders.

  5. Below are the details regarding the attendance of members present at the meeting:

Details of presence of the members, directors, and auditors at the AGM
Sr. No. Particulars Details
1 Date of the Meeting Wednesday, 06thAugust 2025
2 Total number of shareholders as on
the Cut-off date
68,784 Shareholders as on Cut-off
date for determining voting rights
i.e., 30thJuly 2025.
3 No. of Shareholders present in the
meeting through Video
Conferencing:
Total No. of shareholders present and
68 Nos
Shareholding: 2,60,93,636

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113

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Details of presence of the members, directors, and auditors at the AGM
Sr. No. Particulars Details
their shareholding:
Promoters
and
Promoter
Group:
Public :

3: 2,59,92,059
65 :1,01,577
4 No. of Directors and Auditors
attended
the
meeting
through
Video Conferencing:
5 Directors
4 (Including Managing Director,
Whole-Time
Director,
Chief
Financial Officer and Company
Secretary)
3 (Including Statutory, Cost and
Secretarial Auditors, Cost Auditors)
Directors
including
Independent
Director:
Key Managerial Personnel :
Representatives of Statutory / Cost /
Secretarial Auditors:
  1. Mr. Ranjan Kumar, Company Secretary announced that the Register of Directors & Key Managerial Personnel and their shareholding and the Register of Contracts or Arrangements in which Directors were interested and other documents as referred in the AGM Notice along with explanatory statements and, Annual Report were available for inspection through electronic mode and the process for doing the inspection was laid in notes to notice of AGM.

The Company Secretary further stated that the Annual Report for the financial year 2024-25 along with Notice for the 64[th] AGM was dispatched to the members of the Company through electronic mode to the members on 09[th] July 2025, whose email addresses were registered with the Company’s Registrar and Share Transfer Agent / Depositories as on Friday, 04[th] July 2025. It is also available on the website of the Company.

He further informed that in in accordance with Regulation 36 of SEBI LODR, letters providing web link of Annual Report for the financial year 2024-25, as available on the website of the Company, to the members who have not registered their email addresses with the Company’s Registrar and Share Transfer Agent / Depositories as on Friday, 04[th] July 2025 was dispatched on 10[th] July 2025.

  1. The Chairperson addressed the members by showing his outlook on the business environment of the Company. He then requested Mr. Mukund Vasudevan, Managing Director of the Company to brief about the performance of the Company during the financial year 2024-25.

  2. Mr. Mukund Vasudevan, Managing Director, briefed the members about the financial performance and business highlights of the Company during the financial year 2024-25. He also informed that Company will be arranging Plant Visit for the shareholders of the Company, the details of which was provided by the Company Secretary. He then concluded his presentation by thanking the members and all the stakeholders for their continued support & confidence in Management Team.

  3. The Chairperson then informed the members that there was no qualification, observation, comment, disclaimer, or adverse remark in the Auditors’ Report and Secretarial Audit Report

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113

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  • Upon the request of the Chairperson, Mr. Ranjan Kumar, Company Secretary of the Company briefed the members that, the Company had provided the facility to cast the votes electronically from02nd August 2025 (Saturday at 9:00 am IST) to 05[th] August 2025 (Tuesday at 5:00 p.m. IST), on all resolutions set forth in the 64[th] AGM Notice. Members who were participating in the meeting and had not casted their votes through remote e-voting were provided an opportunity to cast their votes through e-voting at the meeting. He further informed that Mr. Jayavant Bhave, representing M/s. J. B. Bhave & Co., Practicing Company Secretaries, was appointed as the Scrutinizer by the Board of Directors of the Company for scrutinizing the voting process, in a fair and transparent manner.

Mr. Ranjan Kumar further informed that the voting facility was also made available during the Meeting for shareholders who had not casted their votes earlier through remote e-voting. Further, he informed the members that the shareholders whose names appeared on the Register of Members as on the cut-off date i.e., 30[th] July 2025 are eligible to cast their vote.

  1. Members were informed that the results of said e-voting will be declared by the Company after receiving a consolidated report from the Scrutinizer and will also be made available at the website of the Company at https://www.skf.com/in/investors/shareholder-information and on the website of NSDL - www.evoting.nsdl.com, and will also be disclosed to the Stock Exchanges within prescribed time limits of SEBI LODR.

  2. Mr. Ranjan Kumar, Company Secretary, informed that the company will be arranging plant visit at our Chinchwad Plant located at Pune on 10[th] September 2025. Shareholders those who wish to participate may send a request/confirmation by email to [email protected] by including your name, demat account number / folio number, email id, and mobile number under the subject line “Factory Visit – SKF India Limited – Chinchwad Plant ” on or before 01[st] September 2025, Monday , to enable us to make suitable arrangements. The confirmation received after that date shall not be considered for selection.

  3. Registered shareholders of the Company as on 1[st] August 2025, Friday, shall be entitled to receive the invitation for the plant visit. A communication will be sent to shareholders this week and necessary Stock Exchange Intimations will also be submitted for same.

  4. Mr. Ranjan Kumar then reiterated the process of taking queries of the members attending the Meeting, as was mentioned in the Notice.

  5. The Chairperson, then, briefed the objectives and implications of the Ordinary and Special Business(es) set out in the AGM notice and took up the agenda (except Agenda item no. 9 which was read by the Company Secretary). The brief details of the businesses considered at the AGM are as follows:

Sr.
No.
Agenda Type of Resolution
required
(Ordinary/Special)
Mode of
Voting
Results
Ordinary Business
1 To receive, consider and adopt:
a) the
Audited
Standalone
Financial Statements of the
Company for the financial
year
ended
31stMarch 2025 together

Ordinary
Electronic
voting system
at the AGM
Passed
with
requisite
majority

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113

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with Reports of the Board of
Directors and the Auditors
thereon; and
b) the Audited Consolidated
Financial Statements of the
Company for the financial
year ended 31stMarch 2025
together with the Report of
the Auditors thereon.
2 To approve and declare final
dividend of INR 14.5/- per equity
share having face value of Rs. 10
each fully paid up for the
financial year ended 31stMarch
2025.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
3 To appoint a Director in place of
Mr.
Karl
Robin
Joakim
Landholm (DIN 09651911), who
retires by rotation at this Annual
General
Meeting
and
being
eligible, offers himself for re-
appointment.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
Special Business(es)
4 To Approve of Material Related
Party Transactions with SKF
GmbH, Schweinfurt, Germany,
SKF Group Company.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
5 To Approve of Material Related
Party Transactions with SKF
Asia Pacific Pte Ltd, 20 Toh
Guan Road, Singapore, SKF
Group Company.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
6 To Approve Material Related
Party Transactions with SKF
Engineering
and
Lubrication
India Private Limited, (Fellow
Subsidiary).
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
7 To Consider and Approve the
Appointment of M/s J. B. Bhave
&
Co.,
Practicing
Company
Secretary
as
the
Secretarial
Auditor of the Company for a
Period of Five Years i.e. from the
Financial Year 2025-26 to the
Financial Year 2029-30.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113

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8 To Ratify the Remuneration of
the Cost Auditor for the Financial
Year 2025-26.
Ordinary Electronic
voting system
at the AGM
Passed
with
requisite
majority
9 To Consider and Approve the
Remuneration Payable to Mr.
Gopal
Subramanyam,
Non-
Executive, Independent Director
(DIN: 06684319) in Excess of
Fifty Percent of the Total Annual
Remuneration Payable to All
Non-Executive Directors of the
Company for the Financial Year.
Special Electronic
voting system
at the AGM
Passed
with
requisite
majority
  1. The Chairperson invited the Members who had registered themselves as “Speaker”. After, attending all speakers, Mr. Mukund Vasudevan, Managing Director, Mr. Shailesh Sharma, Whole-time Director, Mr. Ashish Saraf, Chief Financial Officer and Mr. Ranjan Kumar, Company Secretary, answered the questions raised by Speaker Members.

  2. The Chairperson informed the shareholders that the results of said e-voting will be declared by the Company after receiving a consolidated report from the Scrutinizer and will also be made available at the website of the Company at https://www.skf.com/in/investors/shareholder-information and will be disclosed to the Stock Exchanges within prescribed time limits of SEBI LODR. He then concluded by thanking the board members of the Company, shareholders, members of management team and the invitees for attending the Meeting and declared the meeting as closed. The meeting concluded at 15:42 Hrs (IST).

  3. At this juncture, the Chairperson, members of the Board, members of the management team and the invitees for attending the Meeting left the Meeting.

  4. The voting facility was kept open till 15 minutes after the conclusion of the proceedings of the meeting.

  5. The Scrutinizer’s Report was received after the conclusion of the meeting on Wednesday 06[th] August 2025 and as set out therein, the aforesaid Resolutions was declared carried with requisite majority.

SKF India Limited

Registered office: Chinchwad, Pune 411 033, Maharashtra, India Tel: +91 (20) 6611 2500, Fax no: +91 (20) 6611 2396, Web: www.skf.com, Email id: [email protected] CIN: L29130PN1961PLC213113