SKF India Ltd. — AGM Information 2025

Jul 9, 2025

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Date: 09[th] July 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 : Annual Report for the Financial Year 2024-25 along with Notice of 64[th] Annual General Meeting.

Dear Sir/Mam,

This is in continuation to our intimation dated 15[th] May 2025 and 25[th] June 2025, we would like to inform that the 64[th] Annual General Meeting(“AGM”) of the members of the Company is scheduled to be held on Wednesday, 06[th] August 2025, at 2:00 P.M. (IST) through Video Conferencing / Other Audio Visual Means in compliance with the applicable provisions of the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI LODR”) read with General Circulars issued by the Ministry of Corporate Affairs ('MCA') and SEBI from time to time.

Pursuant to Regulation 30 & 34(1) of SEBI LODR, we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the Financial Year 2024-25 which has been sent through electronic mode to the members whose email addresses are 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 at below-mentioned link:

https://cdn.skfmediahub.skf.com/api/public/099b2532e4232b46/pdf_preview_medium/099b2532e423 2b46_pdf_preview_medium.pdf

Further, in accordance with Regulation 36 of SEBI LODR, dispatch of 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, has been initiated.

Pursuant to Regulation 42 of the SEBI LODR, read with applicable provisions, if any the Company has fixed the Record Date as Friday, 04[th] July 2025, for determining eligibility/entitlement of members to receive the final dividend for the Financial Year 2024-25, if declared and approved by the shareholders at the ensuing 64[th] Annual General Meeting of the Company.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the members of the Company, holding shares as on Wednesday, 30[th] July 2025 i.e. cut-off date, either in physical form or in dematerialised form are

SK F In dia L i m i t ed

Regist ered office : Ch i n c hw ad , P un e 4 11 033, Ma h ara sht ra , In dia

Tel: +9 1 ( 2 0) 66 11 2 500, Fa x n o : +9 1 ( 2 0) 66 11 2 396, W eb : www.sk f . co m, E m ai l id : i nv e st or In dia @sk f . co m CI N : L 2 9 1 30 PN1 96 1P LC 21 3 11 3

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eligible/entitled to vote on the resolutions proposed in the Notice of AGM. The remote e-voting commences on Saturday, 02[nd] August 2025 (9:00 a.m. IST) and ends on Tuesday, 05[th] August 2025 (5:00 p.m. IST).

The details such as (i) registering/updating email address (ii) casting vote through evoting facility and (iii) attending the AGM through VC/ OAVM are set out in the Notice of AGM.

Enclosed herewith please find the Notice of 64[th] AGM for FY 2024-25 as Annexure-1 .

We request you to take the above information on record and disseminate the same on your respective websites.

Thanking you,

Yours faithfully,

For SKF India Limited

Digitally signed by RANJAN KUMAR RANJAN DN: cn=RANJAN KUMAR, o=Personal, email=RANJAN.KUMAR@SKF.COM Date: 2025.07.09 22:07:30 +05'30' KUMAR

---

Ranjan Kumar Company Secretary & Compliance Officer

SK F In dia L i m i t ed

Regist ered office : Ch i n c hw ad , P un e 4 11 033, Ma h ara sht ra , In dia

Tel: +9 1 ( 2 0) 66 11 2 500, Fa x n o : +9 1 ( 2 0) 66 11 2 396, W eb : www.sk f . co m, E m ai l id : i nv e st or In dia @sk f . co m CI N : L 2 9 1 30 PN1 96 1P LC 21 3 11 3

Annexure - 1

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Sixty-Fourth (“64[th] ”) Annual General Meeting (“AGM”) of the Members of SKF India Limited (“the Company”) will be held on Wednesday , 6[th] August, 2025, at 2.00 p.m. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

2. a) the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025 together with Reports of the Board of Directors and the Auditors thereon; and

3. b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025 together with the Report of the Auditors thereon.

4. To approve and declare final dividend of Rs 14.5/- per equity share having face value of Rs 10/- each fully paid up for the financial year ended 31[st] March, 2025.

5. 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.

SPECIAL BUSINESS:

4. To Approve Material Related Party Transactions with SKF GmbH, Schweinfurt, Germany, SKF Group Company.

• To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (‘the Act’) and other applicable provisions, if any, read with applicable Rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or amendment(s) or reenactment(s) thereof, for the time being in force), and Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“SEBI LODR”) as amended till date, Foreign Exchange and Management Act, 1999 read with rules and regulations made thereunder, (including any statutory modifications or amendments or reenactment thereof, for the time being in force), and the Company’s policy on Related Party transaction(s), and subject to such approval(s), consent(s), permission(s)

as may be necessary from time to time and on basis the recommendation and approval of the Audit Committee and Board of Directors, approval of the Members of the Company be and is hereby accorded to Board of Directors, if required to enter / continue to enter into the Material Related Party Transaction(s) / contracts / arrangement(s) / Agreements(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with SKF GmbH, Schweinfurt, Germany (“SKF Germany”) , Fellow Subsidiary and a ‘Related Party’ as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of SEBI LODR, in the nature of related to Administrative and Service Fees, Purchase of Capital Goods and Services, purchase of raw material, components, spares and finished goods, reimbursements paid, reimbursement received, technical and service income and sale of goods and services and any other business transactions on continuous basis up to MINR 8,834.1 (“Related Party Transactions”) as detailed in the explanatory statement, on such terms as may be mutually agreed between the Company and the SKF Germany, for FY 2025-26 and thereafter up to the date of the next annual general meeting of the Company to be held for FY 2025-26 or fifteen months from the date of 64[th] Annual General Meeting, whichever is earlier such that the maximum value of the Material Related Party Transactions with SKF Germany, in aggregate, does not exceed MINR 8,834.1 provided that the said transaction(s) / contract(s) / arrangement(s) / agreement(s) shall be carried out in the ordinary course of business and at an arm’s length basis during the aforesaid period and upon such terms and conditions as may be mutually agreed between the Company and SKF Germany.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any of its duly constituted Committee or any officer / executive / representative and / or any other person so authorized by the Board) be and is hereby authorised by the members of the Company to do all such acts and deeds to finalize the terms and conditions as may be considered necessary, expedient or desirable and to give effect to this Resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

SKF India Limited 1

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred hereto or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

5. To Approve Material Related Party Transactions with SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore, SKF Group Company.

To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (‘the Act’) and other applicable provisions, if any, read with applicable Rules made thereunder, other applicable laws/ statutory provisions, if any, (including any statutory modification(s) or amendment(s) or reenactment(s) thereof, for the time being in force), and Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“SEBI LODR”) as amended till date, Foreign Exchange and Management Act, 1999 read with rules and regulations made thereunder, (including any statutory modifications or amendments or reenactment thereof, for the time being in force), and the Company’s policy on Related Party transaction(s), and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and on basis the recommendation and approval of the Audit Committee and Board of Directors, approval of the Members of the Company be and is hereby accorded to Board of Directors, if required to enter / continue to enter into the Material Related Party Transaction(s) / contracts / arrangement(s) / Agreements(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore, (“SKF Asia Pacific”) Fellow Subsidiary and a ‘Related Party’ as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of SEBI LODR, in the nature of related to purchase of raw material, components, spares and finished goods, technical and service income and sale of goods and services and any other business transactions on continuous basis up to MINR 5,149.5 (“Related Party Transactions”) as detailed in the explanatory statement, on such terms as may be mutually agreed between the Company and the SKF Asia Pacific for FY 2025-26 and thereafter up to the date of the next annual general meeting of the Company to be held for FY 2025-26 or fifteen

months from the date of 64[th] Annual General Meeting, whichever is earlier such that the maximum value of the Material Related Party Transactions with SKF Asia Pacific in aggregate, does not exceed MINR 5,149.5 provided that the said transaction(s) / contract(s) / arrangement(s) / agreement(s) shall be carried out in the ordinary course of business and at an arm’s length basis during the aforesaid period and upon such terms and conditions as may be mutually agreed between the Company and SKF Asia Pacific.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any of its duly constituted Committee or any officer / executive / representative and / or any other person so authorised by the Board) be and is hereby authorised by the members of the Company to do all such acts and deeds to finalise the terms and conditions as may be considered necessary, expedient or desirable and to give effect to this Resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred hereto or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

6. To Approve Material Related Party Transactions with SKF Engineering and Lubrication India Private Limited, (Fellow Subsidiary).

To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with applicable Rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) and Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), as amended till date, including any statutory modifications or reenactments thereof, the Company’s policy on Related Party transaction(s), and subject to such approval(s), consent(s), permission(s) as may be necessary from

2 ANNUAL REPORT 2024-25

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

time to time and on basis the recommendation and approval of the Audit Committee & Board of Directors, approval of the Members of the Company be and is hereby accorded to Board of Directors of the Company, if required to enter / continue to enter into the Material Related Party Transaction(s) / contract(s) / arrangement(s) / Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with SKF Engineering and Lubrication India Private Limited (“SELIPL”) , Fellow Subsidiary and a ‘Related Party’ as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of SEBI LODR, in the nature of transactions related to Contract for Inter corporate loan & Interest, Purchase of Capital Goods and Services, Purchase of Raw Material, components, spares and Finished Goods, Reimbursements Paid, Reimbursements Received Technical and Service Income and Sale of Goods and services, Rent received and other services on continues basis (“Related Party Transactions”) on such terms as may be mutually agreed between the Company and the SELIPL, for FY 2025-26 and thereafter up to the date of the next annual general meeting of the Company to be held for FY 2025-26 or fifteen months from the date of 64[th] Annual General Meeting, whichever is earlier such that the maximum value of the Material Related Party Transactions with SELIPL in aggregate, does not exceed MINR 11,243.5 provided that the said transaction(s) / contract(s) / arrangement(s) / agreement(s) shall be carried out in the ordinary course of business and at an arm’s length basis during the aforesaid period.

RESOLVED FURTHER THAT pursuant to the provisions of Section 186 and other applicable provisions, if any applicable, of the Companies Act 2013 read with the rules made thereunder (including any statutory modifications or re-enactments or amendments made thereof), pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended till date on the basis of the recommendation of the Audit Committee and Board of Directors, the approval of the members of the Company be and is hereby accorded to the Board of Directors to grant / execute / extend / disbursed the loan of MINR 1,300 ( this loan amount is part of the aforesaid Material Related Party Transaction Limit of MINR 11,243.5 ) in one or more tranche(s) to SELIPL for FY 2025-26 for a period of not exceeding 5 (Five) years up to 2029, at an interest rate equivalent to 7 (seven) years Government Security (6.50% GS rate currently) or, FD/Term deposit rate, whichever is higher + 150 bps

(to be reviewed every 6 months), and on such terms and conditions as may be mutually agreed between the Company and SELIPL which shall be utilised by SELIPL for its principal business activities only.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any of its duly constituted Committee(s) or any officer(s) / executive(s) / representative(s) and / or any other person(s) so authorised by the Board) be and is hereby authorised by the members of the Company to do all such acts, deeds and things (including finalisation of the terms and conditions) as may be considered necessary, expedient or desirable to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise on this effect and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred hereto or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

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.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of section 179 and 204 of the Companies Act, 2013 read with Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), as amended till date and on the recommendation of Audit Committee and the Board of Directors, M/s. J. B. Bhave & Co. Practicing Company Secretaries (FRN: S1999MH025400) a peer reviewed firm of Company Secretaries, be and is hereby appointed as the Secretarial Auditors of the Company for a period of 5 (five) financial years i.e. from Financial Year 2025-

SKF India Limited 3

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

26 to Financial Year 2029-30 for conducting the secretarial audit of the Company on such remuneration and terms of engagement, as may be mutually agreed between the Board / Audit Committee and the Auditors of the Company from time to time.”

8. To Ratify the Remuneration of the Cost Auditor for the Financial Year 2025-26.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions if any of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Audit Committee and Board of Directors, Members of the Company be and is hereby ratify the remuneration of Rs. 4,50,000/- (Rupees Four Lakhs Fifty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the cost audit at actuals, if any, payable to M/s. Joshi Apte and Associates Cost Accountant (Firm Registration No: 000240), who have been appointed as Cost Auditors by the Board of Directors on recommendation of the Audit Committee of the Company to conduct the cost audit of cost records of the Company for the Financial Year ending 2025-26.”

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.

To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 197 and 198 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, Schedule V of the Act, and any other applicable provisions of the Act, including any other statutory modification(s) or re-enactment(s) thereof, the Articles of Association of the Company, Regulation 17 (6) (ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, including any other applicable regulations thereon, and based on the recommendations of the Board of Directors, consent of the Members be and is hereby accorded for payment of remuneration equal to a sum of Rs. 36,87,362/- (Thirty Six Lakhs Eighty Seven Thousand Three Hundred Sixty Two Only) to Mr. Gopal Subramanyam , Non-Executive, Independent Director (DIN: 06684319) in such manner and in all respects being an amount exceeding fifty percent of the total annual remuneration payable to all NonExecutive Directors of the Company for FY 202425, in addition to sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors or Committees.

RESOLVED FURTHER THAT Mr. Mukund Vasudevan, Managing Director of the Company be and is hereby authorized to physically / digitally sign and execute all the required documents, filing of the forms and do all such acts, deeds and things as may be necessary and required to give effect to the aforesaid resolution.”

By Order of the Board SKF India Limited Ranjan Kumar

Company Secretary & Compliance Officer Membership no.: A16192

Registered Office:

Chinchwad, Pune 411033, Maharashtra, India CIN No.: L29130PN1961PLC213113 E-mail: investorIndia@SKF.com Website: https://www.skf.com/in/investors Telephone No.: 020- 66112500 Date: 15[th] May, 2025

4 ANNUAL REPORT 2024-25

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

Notes

1. The Ministry of Corporate Affairs (“MCA”) vide its General Circular no. 14/2020 dated 8[th] April, 2020, General Circular no.17/2020 dated 13[th] April, 2020 and General Circular no. 20/2020 dated 5[th] May, 2020 , General Circular no. 02/2021 dated 13[th] January, 2021, General Circular No. 19/2021 dated 8[th] December, 2021, Circular No. 21/2021 dated 14[th] December, 2021, General Circular no 2/2022 dated 5[th] May, 2022, and read with General Circular No 10/2022 dated 28[th] December, 2022, 09/2024 dated 19[th] September 2024, respectively and recent MCA notifications issued if any in this regard (“MCA Circulars”) has allowed to hold the Annual General Meeting (“AGM” or “meeting”) of the Company during the year 2023 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without the physical presence of the Members at a common venue. Therefore, in compliance with the MCA Circulars, applicable provisions of the Companies Act, 2013 (“Act”), and all applicable SEBI Circulars and Regulations, this 64[th] AGM of the Company is scheduled to be held through VC / OAVM in the manner given below. The deemed venue of this meeting shall be considered at the Registered Office of the Company situated at Chinchwad, Pune 411033, Maharashtra, India.

2. In view of relaxation given by MCA Circulars and SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May , 2020 read with SEBI circular no. CIRCULAR SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13[th] May, 2022, SEBI/HO/CFD/PoD-2/P/VCIR/2023/4 dated 5[th] January, 2023 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated 3[rd] October 2024 and recent relevant SEBI circular, issued in this regard (hereinafter referred as “SEBI circulars”), the Annual Report including Financial statements, Auditor’s report, Board’s report, Notice of AGM along with all the annexures and attachments thereof are being sent through email to those Members whose email addresses are registered with the Company / Depositories as on 4[th] July, 2024) and no physical copy of the same will be sent by the Company. Members may note that the Notice and Annual Report of the Company for FY 2024-25 will also be available on the Company’s website https://www.skf.com/in/ investors, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and will also be available on the website

of National Securities Depository Limited www. evoting.nsdl.com (agency for providing the remote e-voting facility).

1. The Explanatory Statement, pursuant to Section 102(1) of the Companies Act,2013 (“The Act”), setting out the material facts concerning the Business(s) mentioned in Item nos. 3 to 9 of the Notice is annexed hereto. The relevant details, with respect to Item No. 3 to 9 pursuant to regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) in respect of Directors seeking appointment/ re-appointment at this meeting are also annexed as Annexure- A.

2. The 64[th] AGM of the Company is being held in accordance with the MCA and SEBI Circulars through VC / OAVM, therefore, the requirement of physical attendance of members has been dispensed, therefore, the facility to appoint proxy to attend and cast vote for the members will not be available for this AGM and the Proxy Form, Attendance Slip and route map are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC / OAVM and participate there at and cast their votes through e-voting.

3. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Pursuant to Section 113 of the Act, Institutional / Corporate members are requested to send a duly certified scanned copy (JPG / PDF Format) of the Board Resolution, governing body Resolution or Authorization letter authorizing their representative to participate in remote e-voting or to attend and vote at the AGM at jbbhave@gmail.com with a copy marked to evoting@ nsdl.com before e-voting/ attending AGM from their registered email address.

5. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, 1[st] April, 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can

SKF India Limited 5

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

contact the Company or Company’s Registrars and Share Transfer Agents, M/s MUFG Intime India Private Limited (previously known as M/s Link Intime India Private Limited) (“RTA”) for assistance in this regard. In respect of shares held in dematerialised form, the nomination form may be filed with the respective Depository Participant.

1. Pursuant to Section 72 of the Act, read with the rules made thereunder, Member(s) of the Company may nominate a person in whose name the shares held by him / them shall vest in the event of his / their unfortunate death. Member(s) holding shares in physical form may file nominations in the prescribed Form SH-13 with the Company’s RTA. In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.

2. In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company, as on the cut-off date will be entitled to vote at the AGM and the dividend will be paid in the name of such first holder in the order of names.

3. The Record date is fixed as Friday, 4[th] July, 2025 for the purpose of determining the eligibility of member(s) entitled to receive dividend, if declared at the AGM.

4. The final dividend of Rs. 14.5/- per equity shares of Rs. 10/- each for FY 2024-25, as recommended by the Board of Directors of the Company, if declared at AGM, will be paid on or before the 30[th] day from the date of declaration of dividend, to the below members:

5. (i) in respect of shares held in physical form, to those Members whose names stand in the Register of Members of the Company after giving effect to valid transmission or transposition requests lodged with the Company as of the end of day, on Friday, 4[th] July, 2025 and

6. (ii) in respect of shares held in the dematerialized form, to those members whose names appear in the statement of Beneficial Owners furnished by National Securities Depository Limited and Central Depository Services (India) Limited for this purpose as of the end of the day, on Friday, 4[th] July, 2025.

7. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1[st] April, 2020 and the Company is required to deduct Tax at Source (“TDS”) from dividends paid to the

Members at prescribed rates in the Income Tax Act, 1961 (“the IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or in case shares are held in physical form, with the Company by sending email to the Company’s Registrars and Share Transfer Agent’s email address at csg-unit@in.mpms.mufg.com

1. Beneficial Owners holding shares in demat form are advised to get particulars of their bank account updated with the Depository Participant (DP) in terms of SEBI Guidelines and the regulations of NSDL & CDSL for the purpose of payment of dividends. The Company or RTA will not entertain requests for change of such bank details printed on their dividend warrants. Member(s) holding shares in physical form are requested to notify the Company or Company’s RTA of any change in their addresses / Bank Mandates.

2. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.mca.gov.in For details, please refer to the corporate governance report which is part of this Annual Report.

3. The amount outstanding in the unpaid dividend account in respect of FY 2017-18 and shares where the dividend had remained unpaid for last consecutive seven years will be transferred to the ‘Investor Education and Protection Fund’ maintained with the Central Government.

The Company has placed on its website https:// www.skf.com/in/investors/shareholder-information, the information on unclaimed dividends.

1. Members who would like to express their views / ask questions before or during the meeting may send an email at Company’s email address investorIndia@SKF. com from their registered email id with the Company or RTA mentioning their views / questions along with their full name, demat account number / folio number,

6 ANNUAL REPORT 2024-25

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

registered email id, mobile number and such other details as may be deemed fit by 26[th] July, 2025. Only the views / questions of those shareholders will be taken up who have mailed it to the Company within prescribed time and will be replied suitably.

The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to SEBI Circular No. SEBI/ HO/MIRSD/MIRSDRTAMB/P/CIR/2021/655 dated 3[rd] November , 2021, in Form ISR-1. The Form ISR-1 is also available on the website of the Company at https:// www.skf.com/in/investors/shareholder-information Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR–1.

Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSDRTAMB/P/CIR/2022/8 dated 25[th] January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal / Exchange of securities certificate; Endorsement; Sub-division / Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition.

Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s https://www.skf.com/in/investors/ shareholder-information and on the website of the Company’s RTA may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its notification dated 24[th] January , 2022, has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA for assistance in this regard.

1. Members requesting any information relating to the accounts are requested to write to the Company at an early date to enable the Management to keep the information ready.

18. Instructions for remote-voting, e-voting and joining the AGM through VC / OAVM as per MCA Circulars are as follows:

• (i) The Company shall be providing a twoway teleconferencing facility for the ease of participation of the members.

• (ii) The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restrictions on the first come first served basis.

• (iii) The facility for joining AGM through VC / OAVM will be opened 15 minutes before the scheduled time i.e. 1:45 p.m. IST and the Company may close the window to join the VC / OAVM facility 15 minutes after the scheduled time to start the 64[th] AGM.

• (iv) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All other documents referred to in the Notice and Explanatory Statement will also be available for electronic inspection without any fee by the members up to the date of AGM. Members seeking to inspect such documents are requested to send an email to investorIndia@SKF.com in advance.

• (v) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

Ministry of Corporate Affairs dated 8[th] April, 2020, 13[th] April , 2020 and 5[th] May , 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using a remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

• (vi) The voting rights of Members for remote e-voting and for e-voting at AGM shall be in proportion to the paid-up value of their shares in the equity share capital of the Company as on cut-off date i.e. the closing of business hours of Wednesday, 30[th] July, 2025 .

• (vii) A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. Wednesday, 30[th] July, 2025 shall be entitled to avail of the facility of remote e-voting / e-voting facility during the AGM. Any person who is not a member as on the Cut-off date should treat this notice for information purpose only.

The Members can opt for only one mode of voting i.e. remote e-Voting or e-voting at the AGM. In the case of voting by both modes, vote cast through remote e-Voting will be considered final and e-Voting at the AGM will not be considered.

• (viii) The remote e-voting facility will be available during the following period for all the members who are either holding shares in physical mode or in demat mode:

• (a) Commencement of remote e-voting: 2[nd] August, 2025 (Saturday) at 9:00 a.m. (IST)

• (b) End of remote e-voting : 5[th] August, 2025 (Tuesday) at 5 : 00 p.m. (IST)

• (ix) During this period, Members holding shares either in physical form or in dematerialised form as on cut-off date, may cast their vote through remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Those Members who will be present in the AGM through VC / OAVM facility

and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM as per the process mentioned below in the Notice.

• (x) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl. com

• (xi) The Board of Directors of the Company has appointed Mr. Jayavant B Bhave (Membership FCS 4266 / CP 3068) of M /s J. B. Bhave and Co, Practicing Company Secretaries, as the Scrutiniser to scrutinise the voting process electronically or otherwise for remote e-Voting and e-Voting at the AGM in a fair and transparent manner.

• (xii) The Scrutiniser shall on conclusion of the voting at the AGM first count the votes cast at the meeting and thereafter, unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the meeting, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same. The Chairman or the person authorised by him in writing shall forthwith on receipt of the consolidated Scrutiniser’s Report, declare the Results of the voting. The results declared along with the Scrutiniser’s Report shall be placed on the Company’s website https://www.skf.com/ in/investors and on the website of NSDL www. evoting.nsdl.com and communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The results of the voting shall also be placed on the Notice Board at the Registered Office of the Company.

• (xiii) The helpline number / contact person regarding any technical query / assistance for remote e-voting or participation and e-voting in the AGM through VC / OAVM is 022-4886 7000, Mr. Sanjeev Yadav, at evoting@nsdl.com

• (xiv) Members who have not yet registered their email addresses or want to update their registered email address are requested to register / update the same

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

by providing their Folio No., Name of shareholder, scanned copy of the share certificate(s) (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy - of Aadhar Card) to Company’s RTA at csg unit@ in.mpms.mufg.com in case the shares are held by them in physical form. Further, if shares are held in demat mode, then the members may contact the Depository Participants (DPs) to register / update their email address as per the process advised by your DPs.

• (xv) For receiving the dividend directly in their bank accounts, Members are requested to register / update their bank details by providing their Folio No., Name of shareholder, scanned copy of the share certificate(s) (front and back), self-attested copy of their PAN original copy of cancelled -

• cheque etc. to Company’s RTA at csg unit@ in.mpms.mufg.com in case the shares are held by them in physical form. Further, if shares are held on demat mode, then the members may contact their Depository Participant (DP) for registering / updating the bank account details as per the process advised by your DP.

• (xvi) Any person who is not a member as on the cutoff date should treat this notice for information purpose only. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently.

• (xvii) The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on closing of business hours of Wednesday, 30[th] July 2025 . A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cutoff date shall be entitled to avail the facility of e-voting, as well as voting at the meeting through electronic voting system.

• (xviii) Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of cut-off date i.e. closing of business of hours of (Wednesday, 30[th] July 2025) may obtain the login id and password by sending a request at evoting@nsdl.com. However, if he / she is already registered with NSDL for e-voting then

he / she can use his/her existing User ID and password for casting vote. If you forget your password, you can reset your password by using “Forgot user Details / Password” option or “Physical User Reset Password?” available on www.evoting.nsdl.com. If you are already registered with NSDL for e-voting, then you can use your existing User ID and Password / PIN for casting your vote.

• (xix) In case Shareholders are holding shares in demat mode, USER ID is the combination of (DPID + Client ID). In case, Shareholders are holding shares in Physical mode, USER ID is the combination of (EVEN No. + Folio No).

• (xx) A Member may participate in the AGM even after exercising his / her right to vote through remote e-voting but shall not be entitled to vote again.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, 2[nd] August, 2025 at 9:00 A.M. and ends on Tuesday, 5[th] August, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, 30[th] July, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date being, Wednesday 30[th] July, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated ~~9~~[th] December , 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under“Login”which is available under ‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 5. Shareholders / Members can also download NSDL Mobile App “NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, users will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. com or contact at toll free no. 1800-21-09911

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

B) Login Method for e Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12* then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if the folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a pdf file. Open the pdf file. The password to open

the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details / Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com .

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General - Meeting on NSDL e Voting system.

How to cast your vote electronically and join General - Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC / OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen

2. signature of the duly authorised signatory(ies) who are authorized to vote, to the Scrutiniser by e-mail to jbbhave@gmail.com with a copy marked to evoting@ nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl. com to reset the password.

4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Sanjeev Yadav at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to investorIndia@SKF.com

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investorIndia@SKF.com If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder / members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

1. In terms of SEBI circular dated 9[th] December , 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is the same as the instructions mentioned above for remote e-voting.

2. Only those Members / shareholders, who will be present in the AGM through VC / OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC / OAVM” placed under “Join meeting” menu against Company name. You are requested to click on VC / OAVM link placed under the Join Meeting menu. The link for VC / OAVM will be available in Shareholder / Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investorIndia@ SKF.com. The same will be replied by the Company suitably.

6. Shareholders who would like to express their views / have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investorIndia@ SKF.com. The same will be replied to by the Company suitably.

7. The shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS UNDER SECTION 102 OF THE COMPANIES ACT, 2013.

Item No.3

To appoint a Director in place of Mr. Karl Robin Joakim Landholm (DIN: 09651911) who retires by rotation at this - AGM and being eligible offers himself for re appointment.

As per the provisions of Section 152 (6) of the Companies Act 2013, except for Independent Directors, not less than two–thirds of the total number of remaining directors shall be the persons whose period of office is liable to determination by rotation and at least one-third of such Directors are liable to retire by rotation at every AGM. As per the Article of Association of the Company, the Managing Director is not liable to retire by rotation. The Board of Directors (“Board”) on recommendation of Nomination and Remuneration Committee appointed Mr. Karl Robin Joakim Landholm (DIN: 09651911) as Additional Director of the Company with effect from 28[th] June, 2022 and the Members had approved his appointment as a Director of the Company, at 61[st] Annual general meeting held on

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NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

27[th] July, 2022. Mr. Karl Robin Joakim Landholm, who holds the office for the longest period, is liable to retire by rotation at the ensuing AGM. Accordingly, the Board places the resolution as provided in Item No. 3 of the Notice, before the members to be passed as Ordinary Resolution, details of which are provided in the explanatory statement of the resolution. A brief profile and other information of Mr. Karl Robin Joakim Landholm (DIN: 09651911), as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2, is provided in Annexure - A to this Notice. Mr. Karl Robin Joakim Landholm is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013, and he is not restrained from holding the position of Director in any Company, by virtue of order of Securities and Exchange Board of India (SEBI) or any other authority.

Apart from Mr. Karl Robin Joakim Landholm and his relatives, to the extent of their shareholding, none of the Directors and / or Key Managerial Personnel of the Company and / or their relatives, are concerned or interested, whether financially or otherwise, in the resolution as set out in Item No. 3 of this Notice.

Accordingly, the Board recommends the Resolution as set out in Item No. 3 of this Notice for approval of the Members as an Ordinary Resolution .

Item No. 4

To Approve Material Related Party Transactions with SKF GmbH, Schweinfurt, Germany , SKF Group Company.

The Company is a subsidiary of Aktiebolaget SKF (“AB SKF”). SKF GmbH, Schweinfurt, Germany (“SKF Germany”) is also a subsidiary of AB SKF and is a ‘Related Party’ as per the definition under Section 2(76) of the Companies Act, 2013 (“the Act”) and Regulation 2(1)(zb) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

As per the provisions of Section 188 (1) of the Act, read with rules made thereunder and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (amended from time to time), the Material Related Party Transactions requires prior approval of the Shareholders by Ordinary Resolution where transactions proposed to be entered fall under threshold limit i.e., if the transaction(s) to be entered into individually or taken together with previous transactions during a Financial Year, exceeds INR 1000 Crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

It is proposed to carry out various transactions during the Financial Year 2025-26 including but not limited to the Contract with SKF Germany for Administrative and Service Fees, Purchase of Capital Goods and Services, Purchase of Raw Material, Components, Spares and Finished Goods, Reimbursements Paid, Reimbursements Received, Technical and Service Income and Sale of Goods and services and any other business transactions on a continuous basis for business profitability with SKF Germany in aggregate does not exceed MINR 8,834.1.

In compliance to the aforesaid provision of the Act and rules made thereunder and SEBI LODR, aforesaid transactions require approval of the members by way of an ordinary resolution.

All the transactions carried out by SKF India Limited with SKF Germany are in the ordinary course of business and at arm’s length basis and hence it is recommended for approval by the members for FY 2025-26 and thereafter up to the date of the next annual general meeting of the Company to be held for the FY 2025-26 or fifteen months from the date of 64[th] Annual General Meeting, whichever is earlier.

Pursuant to Section 188 of the Companies Act 2013 including Rules made thereunder and SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024, read with SEBI notified Industry Standards on Related Party Transactions, as amended from time to time, particulars of the transactions with SKF Germany enclosed herewith for perusal of shareholders. The same was also presented before the Audit Committee/ Independent Directors and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval) is provided as Annexure - B to this notice.

The Related Party Transactions as aforesaid are necessary, normal and incidental to business and also plays significant role in the Company’s business operations and accordingly the Board recommends the Ordinary Resolution set forth in Item No. 4 of the Notice for the approval of the Members in terms of Regulations 23 of SEBI LODR.

Members may note that Related Party Transaction as per Annexure - B, placed for members approval, shall, at all times, be subject to prior approval of the Audit Committee / Independent Directors of the Company and shall continue to be in the ordinary course of business and at arm’s length. As per the amended SEBI LODR, all the related party transactions shall be approved only by those Members of the audit committee, who are Independent Directors. The transactions shall also be reviewed /

SKF India Limited 15

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

monitored on a quarterly basis by the Audit Committee of the Company as per Regulation 23(2) and 23(3) of the SEBI LODR and Section 177 of the Act and shall remain within the proposed amount(s) being placed before the Members. Any subsequent material modifications in the proposed transactions, as may be defined by the Audit Committee as a part of the Company’s Policy on Related Party Transactions, shall be placed before the Members for approval, in terms of Regulation 23(4) of the SEBI LODR.

The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best interest of the Company and its shareholders.

The Board of Directors of the Company, at its meeting held on 15[th] May, 2025, on the approval and recommendation of the Audit Committee and subject to the approval of the Members, approved the above proposal such that the maximum value of the Related Party Transactions during the aforesaid period does not exceed the amount stated in the aforesaid resolution. Pursuant to Regulation 23 of the SEBI LODR, Members may also note that no related party of the Company shall vote to approve this resolution whether the entity is a related party to the particular transaction or not. Accordingly, the Board recommends the Resolution as set out in Item No. 4 of this Notice for approval of the Members as an Ordinary Resolution .

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives (except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group) is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any. The Board accordingly recommends an ordinary resolution set forth in Item no. 4 for the approval of the Members of the Company.

Item No. 5

To Approve Material Related Party Transactions with SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore, SKF Group Company.

The Company is a subsidiary of Aktiebolaget SKF (AB SKF”). SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore (SKF Asia Pacific) is also a subsidiary of AB SKF and is a ‘Related Party’ as per the definition under Section 2(76) of the Companies Act, 2013 (“the Act”) and Regulation-2(1)(zb) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

As per the provisions of Section 188 (1) of the Act, read with rules made thereunder and Regulation 23(4) of SEBI LODR (amended from time to time), the Material Related Party Transactions requires prior approval of the Shareholders by Ordinary Resolution where transactions proposed to be entered fall under threshold limit i.e., if the transaction(s) to be entered into individually or taken together with previous transactions during a Financial Year, exceeds INR 1000 Crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

It is proposed to carry out various transactions during the Financial Year 2025-26 including but not limited to the Contract with SKF Asia Pacific for Purchase of Raw Material, Components, Spares and Finished Goods, Technical and Service Income and Sale of Goods and services and any other business transactions on a continuous basis for business profitability with SKF Asia Pacific in aggregate does not exceed MINR 5,149.5.

In compliance to the aforesaid provision of the Act and rules made thereunder and SEBI LODR, aforesaid transactions require approval of the members by way of an ordinary resolution.

All the transactions carried out by the Company with SKF Asia Pacific are in the ordinary course of business and at arm’s length basis and hence it is recommended for approval by the members for FY 2025-26 and thereafter up to the date of the next annual general meeting of the Company to be held for the FY 2025-26 or fifteen months from the date of 64[th] Annual General Meeting, whichever is earlier.

Pursuant to Section 188 of the Act including Rules made thereunder and SEBI circular no. SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024, read with SEBI notified Industry Standards on Related Party Transactions, as amended from time to time, particulars of the transactions with SKF Asia Pacific enclosed herewith for perusal of shareholders. The same was also presented before the Audit Committee / Independent Directors and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval) and is provided as Annexure - C to this notice.

The Related Party Transactions as aforesaid are necessary, normal and incidental to business and also plays significant

16 ANNUAL REPORT 2024-25

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

role in the Company’s business operations and accordingly the Board recommends the Ordinary Resolution set forth in Item No. 5 of the Notice for the approval of the Members in terms of Regulations 23 of SEBI LODR.

Members may note that Related Party Transaction as per Annexure - C, placed for members approval, shall, at all times, be subject to prior approval of the Audit Committee/ Independent Directors of the Company and shall continue to be in the ordinary course of business and at arm’s length. As per the amended SEBI LODR, all the related party transactions shall be approved only by those Members of the audit committee, who are Independent Directors. The transactions shall also be reviewed / monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23(2) and 23(3) of the SEBI LODR and Section 177 of the Act and shall remain within the proposed amount(s) being placed before the Members. Any subsequent material modifications in the proposed transactions, as may be defined by the Audit Committee as a part of the Company’s Policy on Related Party Transactions, shall be placed before the Members for approval, in terms of Regulation 23(4) of the SEBI LODR.

The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best interest of the Company and its shareholders.

The Board of Directors of the Company, at its meeting held on 15[th] May, 2025, on the approval and recommendation of the Audit Committee and subject to the approval of the Members, approved the above proposal such that the maximum value of the Related Party Transactions during the aforesaid period does not exceed the amount stated in the aforesaid resolution. Pursuant to Regulation 23 of the SEBI LODR, Members may also note that no related party of the Company shall vote to approve this resolution whether the entity is a related party to the particular transaction or not. Accordingly, the Board recommends the Resolution as set out in Item No.5 of this Notice for approval of the Members as an Ordinary Resolution .

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives (except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group) is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any. The Board accordingly recommends an ordinary resolution set forth in Item no. 5 for the approval of the Members of the Company.

Item No. 6

To Approve Material Related Party Transactions with SKF Engineering and Lubrication India Private Limited, (Fellow Subsidiary)

The Company is a subsidiary of Aktiebolaget SKF (“AB SKF”). SKF Engineering and Lubrication India Private Limited (“SELIPL”) is also a subsidiary of AB SKF and is a ‘Related Party’ as per the definition under Section 2(76) of the Companies Act, 2013 (“the Act”) and Regulation 2(1)(zb) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

As per the provisions of Section 188 (1) of the Act, read with rules made thereunder and Regulation 23 of SEBI LODR, the Material Related Party Transactions requires prior approval of the Shareholders by Ordinary Resolution where transactions proposed to be entered fall under the threshold limit i.e., if the transaction(s) to be entered into individually or taken together with previous transactions during the financial year, exceeds INR 1000 Crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

The Members are apprised that in the 62[nd] AGM, the Company had obtained shareholders’ approval for granting loans up to MINR 1200 for FY 2023-24 Further, in 63[rd] Annual General Meeting the company has obtained shareholder’s approval for granting loans up to MINR 1300 for FY 2024-25 in one or more trenches.

In continuation of above mentioned transactions, to carry out various transactions during the Financial Year 2025-26 including but not limited to the Contract for Inter corporate loan & Interest, Purchase of Capital Goods and Services, Purchase of Raw Material, components, spares and Finished Goods, Reimbursements Paid, Reimbursements Received, Technical and Service Income and Sale of Goods and services, Rent received and other services. on continues basis with SELIPL in aggregate, does not exceed MINR 11,243.5 (including Loan of MINR 1300 for FY 2025-26) during the aforesaid period. This makes it a material related party transaction.

All the transactions carried out by SKF India Limited with SELIPL are in the ordinary course of business and at arm’s length basis and hence it is recommended for approval by the Members for FY 2025-26 and thereafter up to the date of the next Annual General Meeting of the Company to be held for the FY 2025-26 or fifteen months from the date of 64[th] Annual General Meeting, whichever is earlier, such that

SKF India Limited 17

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

the maximum value of the related party transactions with SELIPL, in aggregate, does not exceed the limit.

In compliance to the aforesaid provision of the Companies Act, 2013 and rules made thereunder and SEBI Regulations, aforesaid transaction requires approval of the Members by way of an ordinary resolution.

Pursuant to Section 188 of the Act including Rules made thereunder and SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November 2024, read with SEBI notified Industry Standards on Related Party Transactions, as amended from time to time, particulars of the transactions with SELIPL enclosed herewith for perusal of shareholders. The same was also presented before the Audit Committee/ Independent Directors and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval) is provided as Annexure - D to this notice.

The Related Party Transactions as aforesaid are necessary, normal and incidental to business and also plays significant role in the Company’s business operations and accordingly the Board recommends the Ordinary Resolution set forth in Item No. 6 of the Notice for the approval of the Members in terms of Regulations 23 of SEBI LODR.

Members may note that the Related Party Transaction as per Annexure - D, placed for Members approval, shall, at all times, be subject to prior approval of the Audit Committee/ Independent Directors of the Company and shall continue to be in the ordinary course of business and at arm’s length. As per the amended SEBI LODR, all the related party transactions shall be approved only by those Members of the Audit Committee, who are Independent Directors. The transactions shall also be reviewed / monitored on a quarterly basis by the Audit Committee of the Company as per Regulation 23(2) and 23(3) of the SEBI LODR and Section 177 of the Act and shall remain within the proposed amount(s) being placed before the members. Any subsequent material modifications in the proposed transactions, as may be defined by the audit committee as a part of the Company’s Policy on Related Party Transactions, shall be placed before the members for approval, in terms of Regulation 23(4) of the SEBI LODR.

The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best interest of the Company and its shareholders.

The Board of Directors of the Company, at its meeting held on 15[th] May, 2025, on the approval and recommendation of the Audit Committee and subject to the approval of the Members, approved the above proposal such that the

maximum value of the Related Party Transactions during the aforesaid period does not exceed the amount stated in the aforesaid resolution.

Pursuant to Regulation 23 of the SEBI LODR, members may also note that no related party of the Company shall vote to approve this resolution whether the entity is a related party to the particular transaction or not.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group), is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any. The Board accordingly recommends an ordinary resolution set forth in Item no. 6 for the approval of the members of the Company.

Item No. 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.

Pursuant to the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from 1[st] April, 2025, your Company is required to appoint, re-appoint or continue with the appointment of the Secretarial Auditor, who is a “Peer Reviewed Company Secretary”, meaning that a Company Secretary in practice, who is either practicing individually or as a sole proprietor or as a partner of a Peer Reviewed Practice Unit, holding a valid certificate of peer review issued by the Institute of Company Secretaries of India.

In accordance with the above Regulation, and on the recommendation of the Audit Committee, the Board of the Company at its meeting held on 15[th] May, 2025, proposed to appoint Mr. Jayavant B. Bhave, Practicing Company Secretary (FCS 4266; CP No. 3068), who is a sole proprietor of J. B. Bhave & Co., Company Secretaries, Pune, and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the Company, for performing audit of the Company’s secretarial records for the financial year beginning 1[st] April, 2025, for a period of one term of five consecutive years, that will conclude on 31[st] March, 2030, at such remuneration plus applicable taxes thereon and such increase in audit fees till the conclusion of their term, plus reimbursement of actual out of pocket and travelling expenses, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of

18 ANNUAL REPORT 2024-25

Notice

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

the Company and the Secretarial Auditors. The practicing Company Secretary holds a valid certificate of peer review issued by the Institute of Company Secretaries of India and that he has not incurred any of the disqualifications as specified under the Companies Act, 2013 and by the SEBI. The Company has received a written confirmation from Mr. Jayavant B. Bhave, Company Secretary, to the effect that his appointment as the Secretarial Auditors of the Company, if made, will be as per the requirements laid down under the Companies Act 2013 and SEBI LODR. The detailed Profile of Secretarial Auditors is per Annexure - E .

The SEBI (LODR) (Third Amendment) Regulations, 224, require that the appointment of the Secretarial Auditor should be subject to the approval of the shareholders in its Annual General Meeting. Accordingly, the Board recommends the Resolution set out in Item No. 7 for the approval by the Members of the Company as an Ordinary Resolution.

None of the Directors, Managers or any key managerial personnel or any of their relatives, are concerned or interested, whether financially or otherwise, in this Resolution.

Item No. 8

To Ratify the Remuneration of the Cost Auditor for the Financial Year 2025-26.

The Company is required to have its cost records audited by Cost Accountant in practice. Accordingly, the Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. Joshi Apte and Associates, Cost Accountants, having Firm Registration No. 000240 as Cost Auditors of the Company for the Financial Year 2025-26 at its Board meeting held on 15[th] May, 2025 at a remuneration Rs. 4,50,000/- (Four Lakh and Fifty Thousand Only), plus out of pocket expenses as actual, if any and applicable taxes. The detailed profile of the Cost Auditor is as per Annexure - E .

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 as amended, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, the consent of the Members is sought by way of an Ordinary Resolution to ratify the approval of remuneration payable to the Cost Auditors for the FY 2025-26.

The Board accordingly recommends the Ordinary Resolution as set out at Item No. 8 of this Notice for your approval.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding and common directorships, if any.

Item No. 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.

The shareholders at the 60[th] General Meeting held on 23[rd] July, 2021 had approved the payment of remuneration by way of commission to Non-Executive Directors of the Company not exceeding one per cent of the net profits of the Company for the relevant Financial Year. In line with the Remuneration Policy of the Company, the compensation to the Non-Executive Directors takes the form of commission on profits. Though shareholders have approved the payment of commission up to one per cent of net profits of the Company for each year, the actual commission paid to the Directors is restricted to a fixed sum within the above limit. This sum is reviewed at the end of Financial Year after taking into consideration various factors such as business / financial performance of the Company, activities handled / supervised, time spent for attending to the affairs and business of the Company, extent of responsibilities shouldered by each Director and evaluation of performance made by the Board. Keeping in view all these factors, skills, expertise including Industry Experience, sector specific knowledge of bearing and user industries, marketing, strategic planning / thinking, leadership, regulatory laws knowledge, Finance / Accounting Acumen and a considerable amount of time has been spent by Mr. Gopal Subramanyam in meetings held during the year, evaluating various opportunities, reviewing the business with leadership team, mentoring the leadership team, as member of Audit, Nomination and Remuneration and Corporate Social Responsibilities committees, apart from being the Chairperson of the Stakeholders’ Relationship and Risk Management Committee as well as the Board, the duties and responsibilities of Mr. Gopal Subramanyam have increased manifold.

Accordingly, a higher amount of commission (i.e. Rs. 36,87,362/-) has been proposed for Mr. Gopal Subramanyam, for devoting his valuable time to the organization. Accordingly, the Board of Directors on the recommendation of the Nomination and Remuneration Committee have recommended a higher amount of

SKF India Limited 19

NOTICE OF 64[TH] ANNUAL GENERAL MEETING (Contd)

commission to him in the capacity of Non-Executive Independent Director as compared to other NonExecutive Directors. Pursuant to Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of shareholders by special resolution is required to be obtained every Financial Year, in which the annual remuneration payable to a single Non-Executive Director exceeds fifty per cent of the total annual remuneration payable to all Non-Executive Directors. Since the commission amount payable to Mr. Gopal Subramanyam exceeds fifty per cent of the total remuneration payable to all Non-Executive Directors for the year 2024-25, the approval of the shareholders is sought by way of special resolution. Considering the role that he is expected to play, the Board believes that the commission payable to Mr. Gopal Subramanyam is commensurate with the efforts and the time spent by him on behalf of the Company.

Accordingly, the Board has recommended a commission payable to Mr. Gopal Subramanyam for FY 2024-25 in excess of fifty per cent of the total annual remuneration payable to all Non-Executive Directors of the Company and

accordingly recommends passing of resolution at item No. 9 for approval of the shareholders as a special resolution.

Except Mr. Gopal Subramanyam none of the Directors, Key Managerial Personnel of the Company and their relatives is in any way concerned or interested financial or otherwise, in the said resolution.

By Order of the Board SKF India Limited

Ranjan Kumar

Company Secretary & Compliance Officer Membership no.: A1619

Registered Office:

Chinchwad, Pune 411033, Maharashtra, India

CIN No.: L29130PN1961PLC213113 E-mail: investorIndia@SKF.com Website: https://www.skf.com/in/investors Telephone No.: 020 66112500 Date: 15[th] May, 2025

20 ANNUAL REPORT 2024-25

Notice

- ANNEXURE A

Information pursuant to the Regulation 36(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India of Directors seeking re-appointment / appointment at the 64[th] Annual General Meeting

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Name of the Director Mr. Karl Robin Joakim Landholm
Director Identification Number 09651911
Date of Birth (age) 10 [th] June, 1969 (56 years old)
Nationality Swedish
Date of first Appointment on Board of the 28 [th] June, 2022
Company
Qualification Swedish Navy Staff College graduate with a master’s degree in economics
and business administration from Stockholm School of Economics.
Experience Overall Experience: Currently, Joakim Landholm is Senior Vice President -
Group Operations and Chief Sustainability Officer at SKF, supporting the
business across four global geographical regions and two global business
areas. He oversees manufacturing development, supply chain, quality, EHS,
sustainability, IT and Group strategy.
He has previously served as CEO for Hector Rail (a leading European rail
freight provider), as Chief Commercial Officer Scandinavian Airlines and
in leadership positions at RSA and GE Capital. Throughout his career, he
has worked extensively on driving large-scale and transformative change
in multiple industries, including airlines, logistics, healthcare, financial
services, and automotive.
Terms & conditions of appointment/ re- As per the appointment letter
appointment
Remuneration sought to be paid NA
Remuneration last drawn NA
Number of Board Meeting attended during 5
the FY 2024-25
Shareholding in the Company (self and Nil
beneficial basis only)
List of Directorship held in other Listed Nil
Companies
Listed companies from which the person Nil
has resigned in the past three years
Nature of expertise in specific functional Please refer to the Corporate Governance report
areas
Chairmanship / Membership of Audit and Nil
Stakeholders Relationship Committee of
SKF India Limited
Listed entities from which Director has Nil
resigned in last three years
Chairmanships / Memberships of the Nil
Committees of Boards of other Companies
Inter-se Relationship between the Directors, None
Manager and other Key Managerial
personnel of the Company
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Note: Committee membership includes only the Audit Committee and Stakeholders’ Relationship Committee of Public Limited Company (whether listed or not). Other directorships do not include directorships of foreign companies.

SKF India Limited 21

- ANNEXURE B

Item No. 4

Approval of Material Related Party Transactions with SKF GmbH, Schweinfurt, Germany, SKF Group Company.

Pursuant to Section 188 of Companies Act, 2013 and rules thereunder read with SEBI notified Industry Standards on Related Party Transactions and SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 (“SEBI Circulars”), as amended till date, particulars of the transactions with SKF GmbH, Schweinfurt presented before the Audit Committee (Only Independent Directors) and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval);

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Sr. No Particulars of the information Information provided by the management Comments
of the Audit
Committee
A. Details of the related party and transactions with the related party
A(1). Basic details of the related party
1. Name of the related party SKF GmbH
2. Country of incorporation of the related party Schweinfurt, Germany
3. Nature of business of the related party Primarily involved in the design, development,
and manufacturing of bearings, seals, and
lubrication systems.
A(2). Relationship and ownership of the related party
4. Relationship between the listed entity / SKF GmbH is the subsidiary of company AB
subsidiary (in case of transaction involving the SKF (Promoter company of SKF India Limited)
subsidiary) and the related party.
5. Shareholding or contribution % or profit & loss SKF India Limited does not have any
sharing % of the listed entity / subsidiary (in shareholding or contribution % or profit & loss
case of transaction involving the subsidiary), sharing % of the listed entity / subsidiary (in
whether direct or indirect, in the related party. case of transaction involving the subsidiary),
whether direct or indirect, in the related party.
Explanation: Indirect shareholding shall mean
shareholding held through any person, over
which the listed entity or subsidiary has control.
6. Shareholding of the related party, whether direct SKF GmbH do not hold any shareholding in
or indirect, in the listed entity / subsidiary (in SKF India Limited.
case of transaction involving the subsidiary).
Explanation: Indirect shareholding shall mean
shareholding held through any person, over
which the related party has control. While
calculating indirect shareholding, shareholding
held by relatives shall also be considered.
A(3). Financial performance of the related party
Particulars Amount in Amount in Amount in
(MEUR) (MEUR) (MEUR)
FY 2024 FY 2023 FY 2022
7. Standalone turnover of the related party for each 1,483.5 1,709.1 1,689.1
of the last three Financial Years:
8. Standalone net worth of the related party for 858.9 809.0 745.4
each of the last three Financial Years:
9. Standalone net profits of the related party for 32.9 66.8 61.1
each of the last three financial years:
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22 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments
of the Audit
Committee
A(4). Details of previous transactions with the related party
10. Total amount of all the transactions undertaken Amount in Amount in Amount in
by the listed entity or subsidiary with the related (MINR) FY (MINR) FY (MINR) FY
party during each of the last three Financial 2023-24 2022-23 2021-22
Years.
Note: Details need to be disclosed separately
for the listed entity and its subsidiary.
Sr. No. Category
1) Sale & Purchase of Goods, Receiving 4,234.1 4,242.8 4,211.5
& Rendering of Services and Other
Transactions
Total 4,234.1 4,242.8 4,211.5
11. Total amount of all the transactions undertaken 3,882.1 (MINR)
by the listed entity or subsidiary with the related
(till Q3 FY 2024-25)
party during the current financial year (till
the date of approval of the Audit Committee /
shareholders).
12. Whether prior approval of the Audit Committee Yes
has been taken for the above-mentioned
transactions?
13. Any default, if any, made by a related party No
concerning any obligation undertaken by it
under a transaction or arrangement entered into
with the listed entity or its subsidiary during the
last three financial years.
A(5). Amount of the proposed transactions (All types of transactions taken together)
14. Total amount of all the proposed transactions 8,834.1 (MINR)
being placed for approval in the current meeting.
15. Whether the proposed transactions taken Yes
together with the transactions undertaken with
the related party during the current Financial
Year is material RPT in terms of Para 1(1) of these
Standards?
16. Value of the proposed transactions as a 19%
percentage of the listed entity’s annual
consolidated turnover for the immediately
preceding Financial Year.
17. Value of the proposed transactions as a 19%
percentage of the subsidiary’s annual standalone
turnover for the immediately preceding Financial
Year (in case of a transaction involving the
subsidiary, and where the listed entity is not a
party to the transaction)
18. Value of the proposed transactions as a 6%
percentage of the related party’s annual
standalone turnover for the immediately
preceding Financial Year.
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SKF India Limited 23

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
B. Details for specific transactions
B(1). Basic details of the proposed transaction
(In case of multiple types of proposed transactions, details to be provided separately for each type of the proposed
transaction – for example, (i) sale of goods and purchase of goods to be treated as separate transactions; (ii) sale of
goods and sale of services to be treated as separate transactions; (iii) giving of loans and giving of guarantee to be
treated as separate transactions)
1. Specific type of the proposed transaction Transactions related to Contract for
(e.g. sale of goods/services, purchase of Administrative and Service Fees, Purchase
goods/services, giving loan, borrowing, of Capital Goods and Services, Purchase
etc.) of Raw Material, components, spares and
Finished Goods, Reimbursements Paid,
Reimbursements Received, Technical and
Service Income and Sale of Goods and
services and any other Business Transactions.
2. Details of the proposed transaction
Sr. No. Category Amount (MINR)
1 Sale and Purchase of Goods, 8,834.1
Receiving and Rendering of
Services and Other Transactions
Total 8,834.1
3. Tenure of the proposed transaction 1 year and as per period mentioned in the
(tenure in number of years or months to resolution no. 4
be specified)
4. Indicative date / timeline for undertaking For the period 1 [st] April, 2025 to
the transaction 31 [st] March, 2026 and thereafter up to the
date of the next annual general meeting of
the Company to be held for the Financial
Year 2025-26 or fifteen months from
the date of 64 [th] Annual General Meeting,
whichever is earlier.
5. Whether omnibus approval is being Yes
sought?
6. Value of the proposed transaction during Aggregate value of transactions for FY
a financial year. In case approval of the 2025-26 is MINR 8,834.1. The details of the
Audit Committee is sought for multi-year transactions are provided above in the table.
contracts, also provide the aggregate
value of transactions during the tenure of
the contract.
If omnibus approval is being sought, the
maximum value of a single transaction
during a Financial Year.
7. Whether the RPTs proposed to be entered Yes
into are:
(i) not prejudicial to the interest of
public shareholders, and
(ii) going to be carried out on the same
terms and conditions as would be
applicable to any party who is not a
related party
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24 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
8.	Provide a clear justification for entering into the RPT, demonstrating how the proposed RPT serves the best interests of the listed entity and its public shareholders.	SKF specializes in the manufacturing of various types of bearings, sourcing raw materials from third-party suppliers as part of its procurement strategy. The design and engineering of these bearings are developed at the group level, ensuring adherence to proprietary specifications and industry standards. Given the confidential nature of these designs, certain manufacturing processes are entrusted to other entities within the group. All transactions related to these arrangements are conducted at arm’s length pricing, ensuring compliance with transfer pricing regulations and maintaining transparency in financial and operational dealings.
9.	Details of the promoter(s) / director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. The details shall be provided, where the shareholding or contribution or % sharing ratio of the promoter(s) or director(s) or KMP in the related party is more than 2%. Explanation: Indirect interest shall mean interest held through any person over which an individual has control including interest held through relatives.	SKF GmbH is a subsidiary of AB SKF which is a Promoter company of SKF India Limited. None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group) is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any.
	a. Name of the director / KMP	As mentioned in the explanatory statement in item no. 4
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	As mentioned in the explanatory statement in item no. 4
10.	Details of shareholding (more than 2%) of the director(s) / key managerial personnel / partner(s) of the related party, directly or indirectly, in the listed entity. Explanation: Indirect shareholding shall mean shareholding held through any person over which an individual has control including shareholding held through relatives.	Not applicable - as none of the Directors / KMPs hold shares in the Company.
	a. Name of the director / KMP / partner	Not applicable
	b. Shareholding of the director / KMP / partner, whether direct or indirect, in the listed entity	Not applicable
11.	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	Not applicable
12.	Other information relevant for decision making.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 formingpart of this Notice.

SKF India Limited 25

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
B(2). Additional details for proposed transactions relating to sale, purchase or supply of goods or services or any
other similar business transaction
13. Number of bidders / suppliers / vendors / Given the substantial business alignment The Code of Conduct is
traders / distributors / services providers between SKF India Limited and SKF GmbH more than just a policy
from whom bids / quotations were and considering that all transactions are – it’s our foundation for
received with respect to the proposed conducted on an arm’s length basis, the ethical decision making.
transaction along with details of process Management has determined that inviting It helps us maintain legal
followed to obtain bids. bids would not yield any meaningful compliance, safeguard
advantage in executing related party our reputation, and foster
transactions (RPTs) with SKF GmbH. a culture of respect
and integrity. With this
Code of Conduct, we’re
equipped to navigate
complex situations with
confidence.
14. Best bid / quotation received. If Refer above comment Refer above comment
comparable bids are available, disclose
the price and terms offered.
15. Additional cost / potential loss to the listed Refer above comment Refer above comment
entity or the subsidiary in transacting with
the related party compared to the best bid
/ quotation received.
16. Where bids were not invited, the facts Refer above comment Refer above comment
shall be disclosed along with the
justification for the same.
17. Wherever comparable bids are not Refer above comment Refer above comment
available, state what is basis to
recommend to the Audit Committee that
the terms of proposed RPT are beneficial
to the shareholders.
B(3). Additional details for proposed transactions relating to any loans, inter-corporate deposits or advances given
by the listed entity or its subsidiary
18. Source of funds in connection with the Not applicable
proposed transaction.
Explanation: This shall not be applicable
to listed banks / NBFCs.
19. Where any financial indebtedness is Not applicable
incurred to give loan, inter-corporate
deposit or advance, specify the following:
Explanation: This shall not be applicable
to listed banks / NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
20. Material covenants of the proposed Not applicable
transaction
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26 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Comments of the Audit Committee
21.	Interest rate charged on loans / inter- corporate deposits / advances by the listed entity (or its subsidiary, in case of transaction involving the subsidiary) in the last three financial years: • To any party (other than related party): • To related party. Explanations:Comparable rates shall be provided for similar nature of transaction, for example, long term vis-a-vis long term etc.	Not applicable
22.	Rate of interest at which the related party is borrowing from its bankers or the rate at which the related party may be able to borrow given its credit rating or credit score and its standing and financial position	Not applicable
23.	Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers or the rate at which the listed entity may be able to borrow given its credit rating or credit score and its standingand financial position	Not applicable
24.	Proposed interest rate to be charged by listed entity or its subsidiary from the related party.	Not applicable
25.	Maturity / due date	Not applicable
26.	Repayment schedule & terms	Not applicable
27.	Whether secured or unsecured?	Not applicable
28.	If secured, the nature of security & security coverage ratio	Not applicable
29.	The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction.	Not applicable
30.	Latest credit rating of the related party (other than structured obligation rating (SO rating) and credit enhancement rating (CE rating)	Not applicable
31.	Amount of total borrowings (long-term and short-term) of the related party over the last three Financial Years	FY 2024-2025	FY 2023-2024	FY 2022-2023
		Not applicable
32.	Interest rate paid on the borrowings by the related party from any party in the last three Financial Years. Explanation: Comparable rates shall be provided for similar nature of transaction, for e.g., longterm vis-a-vis longterm etc.	Not applicable

SKF India Limited 27

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
33. Default in relation to borrowings, if any, FY FY FY
made during the last three financial years, 2024-2025 2023-2024 2022-2023
by the related party from the listed entity
Not applicable
or any other person.
Additional details relating to advances other than loan given by the listed entity or its Subsidiary
34. Advances provided, their break-up and In the normal course of Not applicable
duration. business there are no
advances to be paid to a
related party.
Sr. No. Advance given to Amount Duration of advance given
35. Advance as % of the total loan given Not applicable
during the preceding 12 months
B(4). Additional details for proposed transactions relating to any investment made by the listed entity or its subsidiary
36. Source of funds in connection with the Not applicable
proposed transaction.
Explanation: This shall not be applicable
to listed banks / NBFCs.
37. Purpose for which funds shall be utilized Not applicable
by the investee company.
38. Where any financial indebtedness is Not applicable
incurred to make investment, specify the
following:
Explanation: This shall not be applicable
to listed banks / NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
39. Material covenants of the proposed Not applicable
transaction
40. Latest credit rating of the related party Not applicable
(other than structured obligation rating
(SO rating) and credit enhancement rating
(CE rating)
Explanation: This shall be applicable in
case of investment in debt instruments.
41. Expected annualized returns Not applicable
Explanation: This shall be applicable in
case of investment in debt instruments.
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28 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
42. Returns on past investments in the Not applicable
related party over the last three Financial
Years
43. Details of asset-liability mismatch Not applicable
position, if any, post investment
Explanation: This shall be applicable in
case of investment in debt instruments.
44. Whether any regulatory approval is Not applicable
required. If yes, whether the same has
been obtained.
B(5). Additional details for proposed transactions relating to any guarantee (excluding performance guarantee),
surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
45. Rationale for giving guarantee, surety, Not applicable
indemnity or comfort letter
46. Material covenants of the proposed Not applicable
transaction including (i) commission, if
any to be received by the listed entity or
its subsidiary; (ii) contractual provisions
on how the listed entity or its subsidiary
will recover the monies in case such
guarantee, surety, indemnity or comfort
letter is invoked.
47. The value of obligations undertaken by Not applicable
the listed entity or any of its subsidiary,
for which a guarantee, surety, indemnity,
or comfort letter has been provided by the
listed entity or its subsidiary. Additionally,
any provisions required to be made in
the books of account of the listed entity
or any of its subsidiary shall also be
specified.
48. Latest credit rating of the related party Not applicable
(other than structured obligation rating
(SO rating) and credit enhancement
rating (CE rating)), if guarantee, surety,
indemnity or comfort letter is given in
connection with the borrowing by a
related party
49. Details of solvency status and going FY FY FY
concern status of the related party during 2024-25 2023-24 2022-23
the last three Financial Years:
There is There is There is
no going no going no going
concern issue concern issue concern issue
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SKF India Limited 29

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
50. Default on borrowings, if any, over the last FY FY FY
three financial years, by the related party 2024-25 2023-24 2022-23
from the listed entity or any other person. Not Not Not
applicable applicable applicable
B(6). Additional details for proposed transactions relating to borrowings by the listed entity or its subsidiary
51. Material covenants of the proposed Not applicable
transactions
52. Interest rate (in terms of numerical value Not applicable
or base rate and applicable spread)
53. Cost of borrowing (This shall include all Not applicable
costs associated with the borrowing)
54. Maturity / due date Not applicable
55. Repayment schedule & terms Not applicable
56. Whether secured or unsecured? Not applicable
57. If secured, the nature of security & Not appliacable
security coverage ratio
58. The purpose for which the funds will be Not applicable
utilized by the listed entity / subsidiary
59. Debt to Equity Ratio of the listed entity Not applicable
or its subsidiary based on last audited
financial statements
Explanation: This shall not be applicable
to listed banks.
a. Before transaction
b. After transaction
60. Debt Service Coverage Ratio of the listed Not applicable
entity or its subsidiary based on last
audited financial statements
Explanation: This shall not be applicable
to listed banks.
a. Before transaction
b. After transaction
B(7). Additional details for proposed transactions relating to sale, lease or disposal of assets of subsidiary or of unit,
division or undertaking of the listed entity, or disposal of shares of subsidiary or associate
61. Number of bidders / suppliers / vendors Not applicable
/ traders / distributors / service providers
from whom bids / quotations were
received with respect to the proposed
transaction along with details of process
followed to obtain bids.
62. Best bid / quotation received If Not applicable
comparable bids are available, disclose
the price and terms offered
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30 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
63. Additional cost / potential loss to Not applicable
the listed entity or the subsidiary in
transacting with the related party
compared to the best bid / quotation
received.
64. Where bids were not invited, the facts Not applicable
shall be disclosed along with the
justification for the same.
65. Wherever comparable bids are not Not applicable
available, state what is the basis to
recommend to the Audit Committee that
the terms of proposed RPT are beneficial
to the shareholders.
66. Reasons for sale, lease or disposal of Not applicable
assets of subsidiary or of unit, division
or undertaking of the listed entity, or
disposal of shares of subsidiary or
associate.
67. Financial track record of the subsidiary Not applicable
/ undertaking that is being sold (in case
of sale of undertaking, segment level
data to be provided) during the last three
financial years:
FY 2024 -25 FY 2023-24 FY 2022-23
Turnover
Net worth
Net Profit
Net Profit Margin
Operating Cash Flow Margin
Return on Assets (RoA)
68. Expected financial impact on the Not applicable
consolidated turnover, net worth and net
profits of the listed entity or its subsidiary
due to sale of the subsidiary / undertaking
a. Expected impact on turnover
b. Expected impact on net worth
c. Expected impact on net profits
69. Details of earlier sale, lease or disposal Not applicable
of assets of the same subsidiary or of
the unit, division or undertaking of the
listed entity, or disposal of shares of the
same subsidiary or associate to any
related party during the preceding twelve
months.
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31

SKF India Limited

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
70. Whether the transaction would result in Not applicable
the issue of securities or consideration
in kind to a related party? If yes, please
share the relevant details.
71. Would the transaction result in Not applicable
eliminating a segment reporting by the
listed entity or any of its subsidiary?
72. Does it involve transfer of key intangible Not applicable
assets or key customers which are critical
for continued business of the listed entity
or any of its subsidiary?
73. Are there any other major non- Not applicable
financial reasons for going ahead with the
proposed transaction?
B(8). Additional details for transactions relating to payment of royalty
74. Gross amount of royalty paid by the listed Not applicable
entity or subsidiary to the related party
during each of the last three Financial
Years
FY 2024-25 Nil
FY 2023-24 Nil
FY 2022-23 Nil
75. Purpose for which royalty was paid to Not applicable
the related party during the last three
financial years.
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporate Nil
management fee or any other fee
d. Any other use (specify) Nil
76. Purpose for which royalty is proposed to Not applicable
be paid to the related party in the current
financial year
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporate Nil
management fee or any other fee
d. Any other use (specify) Nil
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32 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
77. Royalty paid in last 3 FYs as % of Net Not applicable
Profits of previous FYs
FY 2024-25
FY 2023-24
FY 2022-23
78. Dividend paid in last 3 FYs as % of Net Not applicable
Profits of previous FYs
79. Royalty and dividend paid or proposed to Not applicable
be paid during the current FY
Explanation: The dividend proposed to be
paid shall mean dividend that has been
declared but has not been paid yet.
80. Rate at which royalty has increased in Not applicable
the past 5 years, if any, vis-vis rate at
which the turnover, profits after tax and
dividends have increased during the
same period.
81. In the case of new technology i.e. first Not applicable
year of technology transfer (to be provided
separately for each new technology):
a. Expected duration of technology
transfer
b. Benefits derived from the technology
transfer
82. In the case of existing technology Not applicable
i.e. technology being imported (to be
provided separately for each existing
technology):
a. Years since technology transfer In years
initiated
Not applicable
b. Expected duration of technology In years
transfer
Not applicable
c. Benefits derived from the technology Not applicable
transfer
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SKF India Limited 33

ANNEXURE B (Contd.)

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Sr. No Particulars of the information Information provided by the management Comments of the
Audit Committee
83. Details of in-house research & Not applicable
development, if any:
a. Total expenses incurred during the
preceding financial year
b. Benefits derived
c. If any in-house R&D undertaken by
the listed entity or its subsidiary that
will reduce or eliminate the royalty
currently paid for any technology or
technical know-how. Additionally, the
absolute value of R&D expenditure
incurred by the listed entity or its
subsidiary on such in-house R&D,
along with the period required for
completing the research to achieve
the reduction or elimination of
royalty, shall be disclosed to the
Audit Committee.
84. If royalty is paid to the parent Company, Not applicable
disclose royalty received by the parent
company from foreign entities:
• Minimum rate of royalty charged
along with corresponding absolute
amount
• Maximum rate of royalty charged
along with corresponding absolute
Amount
Explanation:
a) The disclosure shall be made on a
gross basis (Cost to the Company),
including taxes paid on behalf of the
recipient of royalty.
b) The listed entity may confirm
whether the parent company charges
royalty at a uniform rate from all
group companies. If so, this row shall
not be applicable.
85. Sunset Clause for Royalty payment Not applicable
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34 ANNUAL REPORT 2024-25

Notice

ANNEXURE B (Contd.)

Sr. No	Particulars of the information	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Comments of the Audit Committee
86.	Peer Comparison: Listed entity or its subsidiary paying royalty for any purpose shall also disclose whether any Industry Peer pays royalties for the same purpose, which is disclosed in its audited annual financial statements for the relevant period:		Not applicable
		Listed Entity / Subsidiary	Peer 1	Peer 2	Peer 3
	Royalty payment over last 3years	Aggregate amount	Aggregate Amount	Aggregate amount	Aggregate amount % %
	Royalty paid as a % of net profits over the last 3years	%	%	%
	Annual growth rate of Turnover over last 3 years	%	%	%
87.	Royalty paid or payable for im-ported technology, along with the turnover attributable to such technology.		Not applicable
88.	Royalty paid or payable for brands or other intangible assets, along with the turnover attributable to their use.		Not applicable

SKF India Limited 35

- ANNEXURE C

Item No. 5

Approval of Material Related Party Transactions with SKF Asia Pacific Pte Ltd, 20 Toh Guan Road, Singapore, SKF Group Company.

Pursuant to Section 188 of Companies Act, 2013 and rules thereunder and read with SEBI notified Industry Standards on Related Party Transactions and SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 (“SEBI CIRCULAR”), as amended till date, particulars of the transactions with SKF Asia Pacific Pte Ltd presented before the Audit Committee (Only Independent Directors) and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval);

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
A. Details of the related party and transactions with the related party
A(1). Basic details of the related party
1. Name of the related party SKF Asia Pacific Pte Ltd
2. Country of incorporation of the related Party 20 Toh Guan Road, Singapore
3. Nature of business of the related party Distribution of ball and roller
bearings and related industrial
products across the Asia-Pacific
region. It has evolved as sales-
focused entity to a knowledge-
driven engineering company,
offering industrial aftermarket
solutions, including lubrication
systems, maintenance products,
and condition monitoring
services.
A(2). Relationship and ownership of the related party
4. Relationship between the listed entity / SKF Asia Pacific Pte Ltd is the
subsidiary (in case of transaction involving the subsidiary of company AB SKF
subsidiary) and the related party. (Promoter company of SKF India
Limited)
5. Shareholding or contribution % or profit & loss SKF India Limited does not have
sharing % of the listed entity / subsidiary (in case any shareholding or contribution
of transaction involving the subsidiary), whether % or profit & loss sharing % of
direct or indirect, in the related party. the listed entity / subsidiary (in
case of transaction involving the
Explanation: Indirect shareholding shall mean
subsidiary), whether direct or
shareholding held through any person, over
indirect, in the related party.
which the listed entity or subsidiary has control.
6. Shareholding of the related party, whether direct SKF Asia Pacific Pte Ltd do not
or indirect, in the listed entity / subsidiary (in hold any shareholding in SKF
case of transaction involving the subsidiary). India Limited.
Explanation: Indirect shareholding shall mean
shareholding held through any person, over
which the related party has control. While
calculating indirect shareholding, shareholding
held by relatives shall also be considered.
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36 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
A(3). Financial performance of the related party
Particulars Amount in Amount in Amount in
(MSGD) (MSGD) (MSGD)
FY 2024 FY 2023 FY 2022
7. Standalone turnover of the 314.4 325.7 409.5
related party for each of the
last three Financial Years:
8. Standalone net worth of the 87.1 66.4 77.3
related party for each of the
last three Financial Year
9. Standalone net profits of the 8.7 9.0 8.9
related party for each of the
last three Financial Years:
A(4). Details of previous transactions with the related party
10. Total amount of all the Amount in Amount in Amount in
transactions undertaken by the (MINR) FY (MINR) FY (MINR) FY
listed entity or subsidiary with 2023-24 2022-23 2021-22
the related party during each of
the last three Financial Years.
Note: Details need to be
disclosed separately for the
listed entity and its subsidiary.
Sr. Category
No.
1) Sale & Purchase of 464.6 242.6 1.4
Goods, Receiving &
Rendering of Services
and Other Transactions
Total 464.6 242.6 1.4
11. Total amount of all the transactions undertaken 1,982.4 (MINR)
by the listed entity or subsidiary with the related
(till Q3 FY 2024-25)
party during the current financial year
(till the date of approval of the Audit Committee /
shareholders).
12. Whether prior approval of the Audit Committee Yes
has been taken for the above mentioned
transactions?
13. Any default, if any, made by a related party No
concerning any obligation undertaken by it under
a transaction or arrangement entered into with
the listed entity or its subsidiary during the last
three financial years.
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SKF India Limited 37

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
A(5). Amount of the proposed transactions (All types of transactions taken together)
14. Total amount of all the proposed transactions 5,149.5 (MINR)
being placed for approval in the current meeting.
15. Whether the proposed transactions taken together Yes
with the transactions undertaken with the related
party during the current financial year is material
RPT in terms of Para 1(1) of these Standards?
16. Value of the proposed transactions as a 11%
percentage of the listed entity’s annual
consolidated turnover for the immediately
preceding Financial Year.
17. Value of the proposed transactions as a 11%
percentage of subsidiary’s annual standalone
turnover for the immediately preceding financial
year (in case of a transaction involving the
subsidiary, and where the listed entity is not a
party to the transaction)
18. Value of the proposed transactions as a 26%
percentage of the related party’s annual
standalone turnover for the immediately
preceding Financial Year.
B. Details for specific transactions
B(1). Basic details of the proposed transaction
(In case of multiple types of proposed transactions, details to be provided separately for each type of the proposed
transaction – for example, (i) sale of goods and purchase of goods to be treated as separate transactions; (ii) sale of
goods and sale of services to be treated as separate transactions; (iii) giving of loans and giving of guarantee to be
treated as separate transactions)
1. Specific type of the proposed transaction (e.g. Transactions related to Purchase
sale of goods/services, purchase of goods/ of Raw Material, components,
services, giving loan, borrowing , etc.) spares and Finished Goods,
Technical and Service Income and
Sale of Goods and services and
any other Business Transaction.
2. Details of the proposed transaction
Sr. Category Amount (MINR)
No.
1. Sale and Purchase of Goods, Receiving 5,149.5
and Rendering of Services and Other
Transactions
Total 5,149.5
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38 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
3. Tenure of the proposed transaction 1 year and as per the period mentioned
(tenure in number of years or months to be in resolution no. 5.
specified)
4. Indicative date / timeline for undertaking For the period 1 [st] April 2025 to 31 [st] March
the transaction 2026 and thereafter up to the date of
the next annual general meeting of the
Company to be held for the Financial
Year 2025-26 or fifteen months from
the date of 64 [th] Annual General Meeting,
whichever is earlier.
5. Whether omnibus approval is being Yes
sought?
6. Value of the proposed transaction during Aggregate value of transactions for FY
a financial year. In case approval of the 2025-26 is MINR 5,149.5. The details of
Audit Committee is sought for multi-year the transactions are provided above in
contracts, also provide the aggregate value the table.
of transactions during the tenure of the
contract.
If omnibus approval is being sought, the
maximum value of a single transaction
during a financial year.
7. Whether the RPTs proposed to be entered Yes
into are:
(i) not prejudicial to the interest of public
shareholders, and
(ii) going to be carried out on the same
terms and conditions as would be
applicable to any party who is not a
related party
8. Provide a clear justification for entering into SKF specializes in the manufacturing
the RPT, demonstrating how the proposed of various types of bearings, sourcing
RPT serves the best interests of the listed raw materials from third-party suppliers
entity and its public shareholders. as part of its procurement strategy.
The design and engineering of these
bearings are developed at the group
level, ensuring adherence to proprietary
specifications and industry standards.
Given the confidential nature of
these designs, certain manufacturing
processes are entrusted to other
entities within the group.
All transactions related to these
arrangements are conducted at arm’s
length pricing, ensuring compliance
with transfer pricing regulations and
maintaining transparency in financial
and operational dealings.
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39

SKF India Limited

ANNEXURE C (Contd.)

Sr. No	Particulars of the information	Particulars of the information	Information provided by the management	Comments of the Audit Committee
9.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. The details shall be provided, where the shareholding or contribution or % sharing ratio of the promoter(s) or director(s) or KMP in the related party is more than 2%. Explanation: Indirect interest shall mean interest held through any person over which an individual has control including interest held through relatives.		SKF Asia Pacific Pte Ltd is a subsidiary of AB SKF which is a Promoter company of SKF India Limited. None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group) is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any.
	a. Name of the director / KMP		As mentioned in the explanatory statement in item no. 5
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party		As mentioned in the explanatory statement in item no. 5
10.	Details of shareholding (more than 2%) of the director(s) / key managerial personnel / partner(s) of the related party, directly or indirectly, in the listed entity. Explanation: Indirect shareholding shall mean shareholding held through any person over which an individual has control including shareholding held through relatives.		Not applicable, as none of the Director / KMPs hold shares in the Company.
	a.	Name of the director / KMP/ partner	Not applicable
	b.	Shareholding of the director / KMP/ partner, whether direct or indirect, in the listed entity	Not applicable
11.	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.		Not applicable
12.	Other information relevant for decision making.		All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.

40 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
B(2). Additional details for proposed transactions relating to sale, purchase or supply of goods or services or any other
similar business transaction
13. Number of bidders / suppliers / vendors / Given the substantial business The Audit Committee
traders / distributors / services providers alignment between SKF India Limited reviewed the rationale
from whom bids / quotations were received and SKF Asia Pacific Pte Ltd and presented by Management
with respect to the proposed transaction considering that all transactions are regarding the quotation
along with details of process followed to conducted on an arm's length basis, received from SKF Asia
obtain bids. the Management has determined Pacific Pte Ltd for the
that inviting bids would not yield any specified transaction(s).
meaningful advantage in executing Following this assessment,
related party transactions (RPTs) with the Committee
SKF Asia Pacific Pte Ltd. concurred with the
justification provided and
subsequently approved
the transaction(s).
14. Best bid / quotation received. If Refer above comment Refer above comment
comparable bids are available, disclose the
price and terms offered.
15. Additional cost / potential loss to the listed Refer above comment Refer above comment
entity or the subsidiary in transacting with
the related party compared to the best bid /
quotation received.
16. Where bids were not invited, the facts shall Refer above comment Refer above comment
be disclosed along with the justification for
the same.
17. Wherever comparable bids are not Refer above comment Refer above comment
available, state what is basis to
recommend to the Audit Committee that
the terms of proposed RPT are beneficial to
the shareholders.
B(3). Additional details for proposed transactions relating to any loans, inter-corporate deposits or advances given by
the listed entity or its subsidiary
18. Source of funds in connection with the Not applicable
proposed transaction.
Explanation: This shall not be applicable to
listed banks/ NBFCs.
19. Where any financial indebtedness is Not applicable
incurred to give loan, inter-corporate
deposit or advance, specify the following:
Explanation: This shall not be applicable to
listed banks/ NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
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41

SKF India Limited

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
20. Material covenants of the proposed Not applicable
transaction
21. Interest rate charged on loans / inter- Not applicable
corporate deposits / advances by the
listed entity (or its subsidiary, in case of
transaction involving the subsidiary) in the
last three Financial Years:
• To any party (other than related party):
• To related party.
Explanations: Comparable rates shall be
provided for similar nature of transaction,
for e.g., long term vis-a-vis long term etc.
22. Rate of interest at which the related party Not applicable
is borrowing from its bankers or the rate
at which the related party may be able to
borrow given its credit rating or credit score
and its standing and financial position
23. Rate of interest at which the listed entity or Not applicable
its subsidiary is borrowing from its bankers
or the rate at which the listed entity may
be able to borrow given its credit rating or
credit score and its standing and financial
position
24. Proposed interest rate to be charged by Not applicable
listed entity or its subsidiary from the
related party.
25 Maturity / due date Not applicable
26. Repayment schedule & terms Not applicable
27. Whether secured or unsecured? Not applicable
28. If secured, the nature of security & security Not applicable
coverage ratio
29. The purpose for which the funds will be Not applicable
utilized by the ultimate beneficiary of such
funds pursuant to the transaction.
30. Latest credit rating of the related party Not applicable
(other than structured obligation rating (SO
rating) and credit enhancement rating (CE
rating)
31. Amount of total borrowings (long-term and FY 2024- FY 2023- FY 2022-
short-term) of the related party over the last 2025 2024 2023
three financial years
Not applicable
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42 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
32. Interest rate paid on the borrowings by Not applicable
the related party from any party in the last
three Financial Years.
Explanation: Comparable rates shall be
provided for similar nature of transaction,
for e.g., long term vis-a-vis long term etc.
33. Default in relation to borrowings, if any, FY 2024- FY 2023- FY 2022-
made during the last three financial years, 2025 2024 2023
by the related party from the listed entity or
Not applicable
any other person.
Additional details relating to advances other than loan given by the listed entity or its Subsidiary
34. Advances provided, their break-up and In normal course of Not
duration. business there are no applicable
advance to be paid to
related party.
Sr. No. Advance given to Amount Duration of
advance given
35. Advance as % of the total loan given during Not applicable
the preceding 12 months
B(4). Additional details for proposed transactions relating to any investment made by the listed entity or its subsidiary
36. Source of funds in connection with the Not applicable
proposed transaction.
Explanation: This shall not be applicable to
listed banks/ NBFCs.
37. Purpose for which funds shall be utilized by Not applicable
the investee company.
38. Where any financial indebtedness is Not applicable
incurred to make investment, specify the
following:
Explanation: This shall not be applicable to
listed banks/ NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
39. Material covenants of the proposed Not applicable
transaction
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SKF India Limited 43

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
40. Latest credit rating of the related party Not applicable
(other than structured obligation rating (SO
rating) and credit enhancement rating (CE
rating)
Explanation: This shall be applicable in
case of investment in debt instruments.
41. Expected annualised returns Not applicable
Explanation: This shall be applicable in
case of investment in debt instruments.
42. Returns on past investments in the related Not applicable
party over the last three financial years
43. Details of asset-liability mismatch position, Not applicable
if any, post investment
Explanation: This shall be applicable in
case of investment in debt instruments.
44. Whether any regulatory approval is Not applicable
required. If yes, whether the same has been
obtained.
B(5). Additional details for proposed transactions relating to any guarantee (excluding performance guarantee),
surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
45. Rationale for giving guarantee, surety, Not applicable
indemnity or comfort letter
46. Material covenants of the proposed Not applicable
transaction including (i) commission, if
any to be received by the listed entity or its
subsidiary; (ii) contractual provisions on
how the listed entity or its subsidiary will
recover the monies in case such guarantee,
surety, indemnity or comfort letter is
invoked.
47 The value of obligations undertaken by Not applicable
the listed entity or any of its subsidiary,
for which a guarantee, surety, indemnity,
or comfort letter has been provided by the
listed entity or its subsidiary. Additionally,
any provisions required to be made in the
books of account of the listed entity or any
of its subsidiary shall also be specified.
48. Latest credit rating of the related party Not applicable
(other than structured obligation rating (SO
rating) and credit enhancement rating (CE
rating)), if guarantee, surety, indemnity or
comfort letter is given in connection with
the borrowing by a related party
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44 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
49. Details of solvency status and going FY FY FY
concern status of the related party during 2024-25 2023-24 2022-23
the last three financial years: There is There is There is
no going no going no going
concern concern concern
issue issue issue
50. Default on borrowings, if any, over the last FY FY FY
three financial years, by the related party 2024-25 2023-24 2022-23
from the listed entity or any other person. Not Not Not
applicable applicable applicable
B(6). Additional details for proposed transactions relating to borrowings by the listed entity or its subsidiary
51. Material covenants of the proposed Not applicable
transaction
52. Interest rate (in terms of numerical value or Not applicable
base rate and applicable spread)
53. Cost of borrowing (This shall include all Not applicable
costs associated with the borrowing)
54. Maturity / due date Not applicable
55. Repayment schedule & terms Not applicable
56. Whether secured or unsecured? Not applicable
57. If secured, the nature of security & security Not applicable
coverage ratio
58. The purpose for which the funds will be Not applicable
utilized by the listed entity / subsidiary
59. Debt to Equity Ratio of the listed entity Not applicable
or its subsidiary based on last audited
financial statements
Explanation: This shall not be applicable to
listed banks.
a. Before transaction
b. After transaction
60. Debt Service Coverage Ratio of the listed Not applicable
entity or its subsidiary based on last
audited financial statements
Explanation: This shall not be applicable to
listed banks.
a. Before transaction
b. After transaction
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SKF India Limited 45

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
B(7). Additional details for proposed transactions relating to sale, lease or disposal of assets of subsidiary or of unit,
division or undertaking of the listed entity, or disposal of shares of subsidiary or associate
61. Number of bidders / suppliers / vendors Not applicable
/ traders / distributors / service providers
from whom bids / quotations were received
with respect to the proposed transaction
along with details of process followed to
obtain bids.
62. Best bid / quotation received If comparable Not applicable
bids are available, disclose the price and
terms offered.
63. Additional cost / potential loss to the listed Not applicable
entity or the subsidiary in transacting with
the related party compared to the best bid /
quotation received.
64. Where bids were not invited, the fact shall Not applicable
be disclosed along with the justification for
the same.
65. Wherever comparable bids are not Not applicable
available, state what is the basis to
recommend to the Audit Committee that
the terms of proposed RPT are beneficial to
the shareholders.
66. Reasons for sale, lease or disposal of Not applicable
assets of subsidiary or of unit, division or
undertaking of the listed entity, or disposal
of shares of subsidiary or associate.
67. Financial track record of the subsidiary / Not applicable
undertaking that is being sold (in case of
sale of undertaking, segment level data to
be provided) during the last three financial
years:
FY 2024 -25 FY 2023-24 FY 2022-23
Turnover
Net worth
Net Profit
Net Profit Margin
Operating Cash Flow Margin
Return on Assets (RoA)
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46 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
68. Expected financial impact on the Not applicable
consolidated turnover, net worth and net
profits of the listed entity or its subsidiary
due to sale of the subsidiary / undertaking
a. Expected impact on turnover
b. Expected impact on net worth
c. Expected impact on net profits
69. Details of earlier sale, lease or disposal Not applicable
of assets of the same subsidiary or of the
unit, division or undertaking of the listed
entity, or disposal of shares of the same
subsidiary or associate to any related party
during the preceding twelve months.
70. Whether the transaction would result in Not applicable
issue of securities or consideration in kind
to a related party? If yes, please share the
relevant details.
71. Would the transaction result in eliminating Not applicable
a segment reporting by the listed entity or
any of its subsidiary?
72. Does it involve transfer of key intangible Not applicable
assets or key customers which are critical
for continued business of the listed entity
or any of its subsidiary?
74. Are there any other major non-financial Not applicable
reasons for going ahead with the proposed
transaction?
B(8). Additional details for transactions relating to payment of royalty
75. Gross amount of royalty paid by the listed Not applicable
entity or subsidiary to the related party
during each of the last three financial years
FY 2024-25 Nil
FY 2023-24 Nil
FY 2022-23 Nil
75. Purpose for which royalty was paid to the Not applicable
related party during the last three financial
years.
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporate Nil
management fee or any other fee
d. Any other use (specify) Nil
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47

SKF India Limited

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
76. Purpose for which royalty is proposed to Not applicable
be paid to the related party in the current
financial year
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporate Nil
management fee or any other fee
d. Any other use (specify) Nil
77. Royalty paid in last 3 FYs as % of Net Not applicable
Profits of previous FYs
FY 2024-25
FY 2023-24
FY 2022-23
78. Dividend paid in last 3 FYs as % of Net Not applicable
Profits of previous FYs
79. Royalty and dividend paid or proposed to Not applicable
be paid during the current FY
Explanation: The dividend proposed to be
paid shall mean dividend that has been
declared but not been paid yet.
80. Rate at which royalty has increased in the Not applicable
past 5 years, if any, vis-à-vis rate at which
the turnover, profits after tax and dividends
have increased during the same period.
81. In case of new technology i.e. first year Not applicable
of technology transfer (to be provided
separately for each new technology):
a. Expected duration of technology
transfer
b. Benefits derived from the technology
transfer
82. In case of existing technology i.e. Not applicable
technology being imported (to be provided
separately for each existing technology):
a. Years since technology transfer In years
initiated
Not applicable
b. Expected duration of technology In years
transfer
Not applicable
c. Benefits derived from the technology Not applicable
transfer
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48 ANNUAL REPORT 2024-25

Notice

ANNEXURE C (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the Audit
management Committee
83. Details of in-house research & Not applicable
development, if any:
a. Total expenses incurred during the
preceding financial year
b. Benefits derived
c. If any in-house R&D undertaken by
the listed entity or its subsidiary that
will reduce or eliminate the royalty
currently paid for any technology or
technical know-how. Additionally, the
absolute value of R&D expenditure
incurred by the listed entity or its
subsidiary on such in-house R&D,
along with the period required for
completing the research to achieve
the reduction or elimination of
royalty, shall be disclosed to the Audit
Committee.
84. If royalty is paid to the parent Company, Not applicable
disclose royalty received by the parent
company from foreign entities:
• Minimum rate of royalty charged along
with corresponding absolute amount
• Maximum rate of royalty charged along
with corresponding absolute Amount
Explanation:
a) The disclosure shall be made on a
gross basis (Cost to the Company),
including taxes paid on behalf of the
recipient of royalty.
b) The listed entity may confirm whether
the parent Company charges royalty
at a uniform rate from all group
companies. If so, this row shall not be
applicable.
85. Sunset Clause for Royalty payment Not applicable
86. Peer Comparison: Not applicable
Listed entity or its subsidiary paying royalty
for any purpose shall also disclose whether
any Industry Peer pays royalties for the
same purpose, which is disclosed in its
audited annual financial statements for the
relevant period:
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49

SKF India Limited

ANNEXURE C (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
	Listed Entity / Subsidiary Peer 1 Peer 2 Peer 3 Royalty payment over last 3years Aggregate amount Aggregate amount Aggregate amount Aggregate amount Royalty paid as a % of net profits over the last 3years % % % % Annual growth rate of Turnover over last 3 years % % % %
87.	Royalty paid or payable for imported technology, along with the turnover attributable to such technology.	Not applicable
88.	Royalty paid or payable for brands or other intangible assets, along with the turnover attributable to their use.	Not applicable

50 ANNUAL REPORT 2024-25

Notice

- ANNEXURE D

Item No. 6

Approval of Material Related Party Transactions with SKF Engineering and Lubrication India Private Limited(Fellow Subsidiary)

Pursuant to Section 188 of Companies Act, 2013 and rules thereunder read with SEBI notified Industry Standards on Related Party Transactions and SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2025 (“SEBI Circular”), as amended till date, particulars of the transactions with SKF Engineering and Lubrication India Private Limited presented before the Audit Committee (Only Independent Directors) and Board of Directors for its approval (which has been duly approved and recommended to the Shareholders for approval);

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
A. Details of the related party and transactions with the related party
A(1). Basic details of the related party
1. Name of the related party SKF Engineering and Lubrication
India Private Limited (“SELIPL”)
2. Country of incorporation of the related party Bangalore, India
3. Nature of business of the related party Primary involved in the manufacture
of general-purpose machinery. The
company specializes in bearings,
seals, and lubrication systems.
A(2). Relationship and ownership of the related party
4. Relationship between the listed entity/subsidiary SELIPL is the subsidiary of company
(in case of transaction involving the subsidiary) AB SKF (Promoter company of SKF
and the related party. India Limited)
5. Shareholding or contribution % or profit & loss SKF India Limited does not have any
sharing % of the listed entity/ subsidiary (in case shareholding or contribution % or profit
of transaction involving the subsidiary), whether & loss sharing % of the listed entity /
direct or indirect, in the related party. subsidiary (in case of transaction
involving the subsidiary), whether
Explanation: Indirect shareholding shall mean
direct or indirect, in the related party.
shareholding held through any person, over
which the listed entity or subsidiary has control.
6. Shareholding of the related party, whether direct SELIPL do not hold any shareholding
or indirect, in the listed entity/subsidiary (in case in SKF India Limited.
of transaction involving the subsidiary).
Explanation: Indirect shareholding shall mean
shareholding held through any person, over
which the related party has control. While
calculating indirect shareholding, shareholding
held by relatives shall also be considered.
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SKF India Limited 51

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
A(3). Financial performance of the related party
Particulars Amount in Amount in Amount in
(MINR) FY (MINR) FY (MINR) FY
2023-24 2022-23 2021-22
7. Standalone turnover of the related party for each 9,970.6 8,869.7 7,258.3
of the last three Financial Years:
8. Standalone net worth of the related party for 4,888.4 4,356.2 4,343.9
each of the last three Financial Year
9. Standalone net profits of the related party for 519.7 36.0 347.7
each of the last three Financial Year
A(4). Details of previous transactions with the related party
10. Total amount of all the transactions undertaken Amount in Amount in Amount in
by the listed entity or subsidiary with the related (MINR) FY (MINR) FY (MINR) FY
party during each of the last three Financial 2023-24 2022-23 2021-22
Years.
Note: Details need to be disclosed separately for
listed entity and its subsidiary.
Sr. No. Category
1) Sale & Purchase of Goods, Receiving 3,953.4 7,389.8 4,035.8
& Rendering of Services and Other
Transactions
2) Loan given / repaid (Including interest) 973.3 223.8 51.2
Total 4,926.7 7,613.6 4,087.0
11. Total amount of all the transactions undertaken 4,561.7 (MINR)
by the listed entity or subsidiary with the related
party during the current Financial Year (till
the date of approval of the Audit Committee /
shareholders). (till Q3 FY 2024-25)
12. Whether prior approval of the Audit Committee Yes
has been taken for the above-mentioned
transactions?
13. Any default, if any, made by a related party No
concerning any obligation undertaken by it under
a transaction or arrangement entered into with
the listed entity or its subsidiary during the last
three Financial Years.
A(5). Amount of the proposed transactions (All types of transactions taken together)
14. Total amount of all the proposed transactions 11,243.5 (MINR)
being placed for approval in the current meeting.
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52 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
15.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current Financial Year is material RPT in terms of Para 1(1) of these Standards?	Yes
16.	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingFinancial Year.	25%
17.	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding Financial Year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction)	25%
18.	Value of the proposed transactions as a percentage of the related party’s annual standalone turnover for the immediately precedingFinancial Year.	113%

B. Details for specific transactions

B(1). Basic details of the proposed transaction

(In case of multiple types of proposed transactions, details to be provided separately for each type of the proposed transaction – for example, (i) sale of goods and purchase of goods to be treated as separate transactions; (ii) sale of goods and sale of services to be treated as separate transactions; (iii) giving of loans and giving of guarantee to be treated as separate transactions)

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1. Specific type of the proposed transaction (e.g. Transactions related to Contract
sale of goods/services, purchase of goods/ for Inter corporate loan & Interest,
services, giving loan, borrowing, etc.) Purchase of Capital Goods and
Services, Purchase of Raw Material,
components, spares and Finished
Goods, Reimbursements Paid,
Reimbursements Received, Technical
and Service Income and Sale of
Goods and services, Rent received
and other services.
2. Details of the proposed transaction
Sr. No. Category Amount (MINR)
1 Sale and Purchase of Goods, Receiving 9,726.6
and Rendering of Services and Other
Transactions
2 Loan given/repaid (Including interest) 1,516.9
Total 11,243.5
3. Tenure of the proposed transaction (tenure in 1 year and as per the period
number of years or months to be specified) mentioned in resolution no. 6.
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SKF India Limited 53

ANNEXURE D (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
4.	Indicative date / timeline for undertaking the transaction	For the period 1stApril 2025 to 31st March 2026 and thereafter up to the date of the next annual general meeting of the Company to be held for the Financial Year 2025-26 or fifteen months from the date of 64thAnnual General Meeting, whichever is earlier.
5.	Whether omnibus approval is beingsought?	Yes
6.	Value of the proposed transaction during a Financial Year. In case approval of the Audit Committee is Sought for multi-year contracts, also provide the aggregate value of transactions during the tenure of the contract. If omnibus approval is being sought, the maximum value of a single transaction during a Financial Year.	Aggregate value of transactions for FY 2025-26 is MINR 11,243.5. The details of the transactions are provided above in the table.
7.	Whether the RPTs proposed to be entered into are: (i) not prejudicial to the interest of public shareholders, and (ii) going to be carried out on the same terms and conditions as would be applicable to any party who is not a related party	Yes
8.	Provide a clear justification for entering into the RPT, demonstrating how the proposed RPT serves the best interests of the listed entity and its public shareholders.	SKF specializes in the manufacturing of various types of bearings, sourcing raw materials from third-party suppliers as part of its procurement strategy. The design and engineering of these bearings are developed at the group level, ensuring adherence to proprietary specifications and industry standards. Given the confidential nature of these designs, certain manufacturing processes are entrusted to other entities within the group. All transactions related to these arrangements are conducted at arm’s length pricing, ensuring compliance with transfer pricing regulations and maintaining transparency in financial and operational dealings.

54 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
9.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. The details that shall be provided, were the shareholding or contribution or % sharing ratio of the promoter(s) or director(s) or KMP in the related party is more than 2%. Explanation: Indirect interest shall mean interest held through any person over which an individual has control including interest held through relatives.	SELIPL is a subsidiary of AB SKF which is a Promoter company of SKF India Limited. None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives except Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson (being employed by AB SKF / SKF Group) is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding and common directorships, if any.
	a. Name of the director / KMP	As mentioned in the explanatory statement in item no. 6
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	As mentioned in the explanatory statement in item no. 6
10.	Details of shareholding (more than 2%) of the director(s) / key managerial personnel / partner(s) of the related party, directly or indirectly, in the listed entity. Explanation: Indirect shareholding shall mean shareholding held through any person over which an individual has control including shareholding held through relatives.	Not applicable, as none of the Director / KMPs hold shares in the Company
	a. Name of the director / KMP / partner	Not applicable
	b. Shareholding of the director / KMP / partner, whether direct or indirect, in the listed entity	Not applicable
11.	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	Not applicable
12.	Other information relevant for decision making.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.

SKF India Limited 55

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
B(2). Additional details for proposed transactions relating to sale, purchase or supply of goods or services or any other
similar business transaction
13. Number of bidders / suppliers / vendors / traders Given the substantial business The Audit Committee
/ distributors / services providers from whom alignment between SKF India Limited reviewed the
bids / quotations were received with respect to and SELIPL and considering that all rationale presented
the proposed transaction along with details of transactions are conducted on an by Management
process followed to obtain bids. arm's length basis, the Management regarding the
has determined that inviting bids quotation received
would not yield any meaningful from SELIPL for
advantage in executing related party the specified
transactions (RPTs) with SELIPL transaction(s).
Following this
assessment,
the Committee
concurred with the
justification provided
and subsequently
approved the
transaction(s).
14. Best bid / quotation received. If comparable Refer above comment Refer above comment
bids are available, disclose the price and terms
offered.
15. Additional cost / potential loss to the listed entity Refer above comment Refer above comment
or the subsidiary in transacting with the related
party compared to the best bid / quotation
received.
16. Where bids were not invited, the facts shall be Refer above comment Refer above comment
disclosed along with the justification for the
same.
17. Wherever comparable bids are not available, Refer above comment Refer above comment
state what is basis to recommend to the Audit
Committee that the terms of proposed RPT are
beneficial to the shareholders.
B(3). Additional details for proposed transactions relating to any loans, inter-corporate deposits or advances given by
the listed entity or its subsidiary
18. Source of funds in connection with the proposed Own funds will be used
transaction.
Explanation: This shall not be applicable to listed
banks/ NBFCs.
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56 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
19. Where any financial indebtedness is incurred to Not applicable
give loan, inter-corporate deposit or advance,
specify the following:
Explanation: This shall not be applicable to listed
banks/ NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
20. Material covenants of the proposed transaction The loan together with interest will
be secured by first charge by way
of hypothecation on all the fixed
assets of the borrower and corporate
guarantee given by AB SKF (Promoter
of SKF India Limited and SELIPL). No
covenants will be there.
21. Interest rate charged on loans / inter-corporate o No loans have been provided to
deposits / advances by the listed entity (or its any other party except SELIPL.
subsidiary, in case of transaction involving the
o The rate of interest on the loan is
subsidiary) in the last three Financial Years:
the Average Deposit and lending
• To any party (other than related party): rate (higher of the two) for the
period of the loan and prevailing
• To related party.
yield for the government
Explanations: Comparable rates shall be securities closest to the tenure
provided for similar nature of transaction, for e.g., of the loan, whichever is higher.
long term vis-a-vis long term etc.
22. Rate of interest at which the related party is The rate of interest on the loan is the
borrowing from its bankers or the rate at which Average Deposit and lending rate
the related party may be able to borrow given its (higher of the two) for the period of
credit rating or credit score and its standing and the loan and prevailing yield for the
financial position government securities closest to
the tenure of the loan, whichever is
higher.
23. Rate of interest at which the listed entity or its The rate of interest on the loan is the
subsidiary is borrowing from its bankers or the Average Deposit and lending rate
rate at which the listed entity may be able to (higher of the two) for the period of
borrow given its credit rating or credit score and the loan and prevailing yield for the
its standing and financial position government securities closest to
the tenure of the loan, whichever is
higher.
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SKF India Limited 57

ANNEXURE D (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Comments of the Audit Committee
24.	Proposed interest rate to be charged by listed entity or its subsidiary from the related party.	The proposed interest rate to be charged equivalent to 7 (seven) years Government Security (6.50% GS rate currently) or, FD/Term deposit rate, whichever is higher + 150 bps (to be reviewed every 6 months), and on such terms and conditions as may be mutually agreed between the Company and SELIPL which shall be utilized by SELIPL for its principal business activities only.
25.	Maturity / due date	The same is repayable as per agreement.
26.	Repayment schedule & terms	As per the agreement entered
27.	Whether secured or unsecured?	The loan together with interest will be secured by first charge by way of hypothecation on all the fixed assets of the borrower and corporate guarantee given by AB SKF (Promoter of SKF India Limited and SELIPL).
28.	If secured, the nature of security & security coverage ratio	Refer to the above comment.
29.	The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction.	Working capital for day-to-day business operation and capital expansion.
30.	Latest credit rating of the related party (other than structured obligation rating (SO rating) and credit enhancement rating(CE rating)	Not applicable
31.	Amount of total borrowings (long-term and short-term) of the related party over the last three Financial Years	FY 2023- 2024	FY 2022- 2023	FY 2021- 2022
		1576	676	856
32.	Interest rate paid on the borrowings by the related party from any party in the last three Financial Years. Explanation: Comparable rates shall be provided for similar nature of transaction, for e.g., long term vis-a-vis longterm etc.	Not applicable
33.	Default in relation to borrowings, if any, made during the last three financial years, by the related party from the listed entity or any other person.	FY 2023- 2024	FY 2022- 2023	FY 2021- 2022
		No default	No default	No default

58 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
Additional details relating to advances other than loan given by the listed entity or its Subsidiary
34. Advances provided, their break-up and duration. In the normal course of Not
business there are no applicable
advances to be paid to
the related party.
Sr. No. Advance given to Amount Duration of advance given
35. Advance as % of the total loan given during the Not applicable
preceding 12 months
B(4). Additional details for proposed transactions relating to any investment made by the listed entity or its subsidiary
36. Source of funds in connection with the proposed Not applicable
transaction.
Explanation: This shall not be applicable to listed
banks/ NBFCs.
37. Purpose for which funds shall be utilized by the Not applicable
investee company.
38. Where any financial indebtedness is incurred to Not applicable
make investment, specify the following:
Explanation: This shall not be applicable to listed
banks/ NBFCs.
a. Nature of indebtedness
b. Total cost of borrowing
c. Tenure
d. Other details
39. Material covenants of the proposed transaction Not applicable
40. Latest credit rating of the related party (other Not applicable
than structured obligation rating (SO rating) and
credit enhancement rating (CE rating))
Explanation :This shall be applicable in the case
of investment in debt instruments.
41. Expected annualized returns Not applicable
Explanation: This shall be applicable in case of
investment in debt instruments.
42. Returns on past investments in the related party Not applicable
over the last three Financial Years
43. Details of asset-liability mismatch position, if Not applicable
any, post investment
Explanation: This shall be applicable in case of
investment in debt instruments.
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SKF India Limited 59

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
44. Whether any regulatory approval is required. If Not applicable
yes, whether the same has been obtained.
B(5). Additional details for proposed transactions relating to any guarantee (excluding performance guarantee),
surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
45. Rationale for giving guarantee, surety, indemnity Not applicable
or comfort letter
46. Material covenants of the proposed transaction Not applicable
including (i) commission, if any to be received by
the listed entity or its subsidiary; (ii) contractual
provisions on how the listed entity or its
subsidiary will recover the monies in case such
guarantee, surety, indemnity or comfort letter is
invoked.
47. The value of obligations undertaken by the Not applicable
listed entity or any of its subsidiary, for which a
guarantee, surety, indemnity, or comfort letter
has been provided by the listed entity or its
subsidiary. Additionally, any provisions required
to be made in the books of account of the listed
entity or any of its subsidiary shall also be
specified.
48. Latest credit rating of the related party (other Not applicable
than structured obligation rating (SO rating)
and credit enhancement rating (CE rating), if
guarantee, surety, indemnity or comfort letter
is given in connection with the borrowing by a
related party
49 Details of solvency status and going concern FY FY FY
status of the related party during the last three 2024-25 2023-24 2022-23
Financial Years:
There is There is There is
no going no going no going
concern concern concern
issue issue issue
50. Default on borrowings, if any, over the last three FY FY FY
financial years, by the related party from the 2024-25 2023-24 2022-23
listed entity or any other person. Not Not Not
applicable applicable applicable
B(6). Additional details for proposed transactions relating to borrowings by the listed entity or its subsidiary
51. Material covenants of the proposed transaction Not applicable
52. Interest rate (in terms of numerical value or base Not applicable
rate and applicable spread)
53. Cost of borrowing (This shall include all costs Not applicable
associated with the borrowing)
54. Maturity / due date Not applicable
55. Repayment schedule & terms Not applicable
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60 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
56. Whether secured or unsecured? Not applicable
57. If secured, the nature of security & security Not applicable
coverage ratio
58. The purpose for which the funds will be utilized Not applicable
by the listed entity / subsidiary
59. Debt to Equity Ratio of the listed entity or its Not applicable
subsidiary based on last audited financial
statements
Explanation: This shall not be applicable to listed
banks.
a. Before transaction
b. After transaction
60. Debt Service Coverage Ratio of the listed entity Not applicable
or its subsidiary based on last audited financial
statements
Explanation: This shall not be applicable to listed
banks.
a. Before transaction
b. After transaction
B(7). Additional details for proposed transactions relating to sale, lease or disposal of assets of subsidiary or of unit,
division or undertaking of the listed entity, or disposal of shares of subsidiary or associate
61. Number of bidders / suppliers / vendors / traders Not applicable
/ distributors / service providers from whom
bids / quotations were received with respect to
the proposed transaction along with details of
process followed to obtain bids.
62. Best bid / quotation received. If comparable Not applicable
bids are available, disclose the price and terms
offered
63. Additional cost / potential loss to the listed entity Not applicable
or the subsidiary in transacting with the related
party compared to the best bid / quotation
received.
64. Where bids were not invited, the fact shall be Not applicable
disclosed along with the justification for the
same.
65. Wherever comparable bids are not available, Not applicable
state what is the basis to recommend to the
Audit Committee that the terms of proposed RPT
are beneficial to the shareholders.
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SKF India Limited 61

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
66. Reasons for sale, lease or disposal of assets The Company has given the GTCI
of subsidiary or of unit, division or undertaking building on lease in earlier years and
of the listed entity, or disposal of shares of the rentals are charged at an arm’s
subsidiary or associate. length.
67. Financial track record of the subsidiary / Not applicable
undertaking that is being sold (in case of sale of
undertaking, segment level data to be provided)
during the last three financial years:
FY 2024 -25 FY 2023-24 FY 2022-23
Turnover
Net worth
Net Profit
Net Profit Margin
Operating
Cash Flow Margin
Return on Assets (RoA)
68. Expected financial impact on the consolidated Not applicable
turnover, net worth and net profits of the
listed entity or its subsidiary due to sale of the
subsidiary / undertaking
a. Expected impact on turnover
b. Expected impact on net worth
c. Expected impact on net profits
69. Details of earlier sale, lease or disposal of assets The Company has given the GTCI
of the same subsidiary or of the unit, division building on lease in earlier years and
or undertaking of the listed entity, or disposal of the rentals are charged at an arm’s
shares of the same subsidiary or associate to length.
any related party during the preceding twelve
months.
70. Whether the transaction would result in issue of Not applicable
securities or consideration in kind to a related
party? If yes, please share the relevant details.
71. Would the transaction result in eliminating a Not applicable
segment reporting by the listed entity or any of
its subsidiary?
72. Does it involve transfer of key intangible assets Not applicable
or key customers which are critical for continued
business of the listed entity or any of its
subsidiary?
73. Are there any other major non-financial reasons Not applicable
for going ahead with the proposed transaction?
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62 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
B(8). Additional details for transactions relating to payment of royalty
74. Gross amount of royalty paid by the listed entity Not applicable
or subsidiary to the related party during each of
the last three financial years
FY 2024-25 Nil
FY 2023-24 Nil
FY 2022-23 Nil
75. Purpose for which royalty was paid to the related Not applicable
party during the last three financial years.
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporatemanagement Nil
fee or any other fee
d. Any other use (specify) Nil
76. Purpose for which royalty is proposed to be paid Not applicable
to the related party in the current financial year
a. For use of brand name / trademark Nil
b. For transfer of technology know-how Nil
c. For professional fee, corporate management Nil
fee or any other fee
d. Any other use (specify) Nil
77. Royalty paid in last 3 FYs as % of Net Profits of Not applicable
previous FYs
FY 2024-25
FY 2023-24
FY 2022-23
78. Dividend paid in last 3 FYs as % of Net Profits of Not applicable
previous FYs
79. Royalty and dividend paid or proposed to be paid Not applicable
during the current FY
Explanation: The dividend proposed to be paid
shall mean dividend that has been declared but
not been paid yet.
80. Rate at which royalty has increased in the past 5 Not applicable
years, if any, vis-à-vis rate at which the turnover,
profits after tax and dividends have increased
during the same period.
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SKF India Limited 63

ANNEXURE D (Contd.)

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Sr. No Particulars of the information Information provided by the Comments of the
management Audit Committee
81. In case of new technology i.e. first year of Not applicable
technology transfer (to be provided separately for
each new technology):
a. Expected duration of technology transfer
b. Benefits derived from the technology
transfer
82. In case of existing technology i.e. technology Not applicable
being imported (to be provided separately for
each existing technology):
a. Years since technology transfer initiated In years
Not applicable
b. Expected duration of technology transfer In years
Not applicable
c. Benefits derived from the technology Not applicable
transfer
83. Details of in-house research & development, if Not applicable
any:
a. Total expenses incurred during the
preceding financial year
b. Benefits derived
c. If any in-house R&D undertaken by the
listed entity or its subsidiary that will reduce
or eliminate the royalty currently paid for
any technology or technical know-how.
Additionally, the absolute value of R&D
expenditure incurred by the listed entity or
its subsidiary on such in-house R&D, along
with the period required for completing
the research to achieve the reduction or
elimination of royalty, shall be disclosed to
the Audit Committee.
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64 ANNUAL REPORT 2024-25

Notice

ANNEXURE D (Contd.)

Sr. No	Particulars of the information	Information provided by the management	Comments of the Audit Committee
84.	If royalty is paid to the parent company, disclose royalty received by the parent company from foreign entities: • Minimum rate of royalty charged along with corresponding absolute amount • Maximum rate of royalty charged along with corresponding absolute Amount Explanation: a) The disclosure shall be made on a gross basis (Cost to the Company), including taxes paid on behalf of the recipient of royalty. b) The listed entity may confirm whether the parent company charges royalty at a uniform rate from all group companies. If so, this row shall not be applicable.	Not applicable
85.	Sunset Clause for Royalty payment	Not applicable
86.	Peer Comparison: Listed entity or its subsidiary paying royalty for any purpose shall also disclose whether any Industry Peer pays royalties for the same purpose, which is disclosed in its audited annual financial statements for the relevant period:	Not applicable
	Listed Entity / Subsidiary Peer 1 Peer 2 Peer 3 Royalty payment over last 3years Aggregate amount Aggregate amount Aggregate Amount Aggregate amount Royalty paid as a % of net profits over the last 3 years % % % % Annual growth rate of Turnover over last 3years % % % %
87.	Royalty paid or payable for imported technology, along with the turnover attributable to such technology.	Not applicable
88.	Royalty paid or payable for brands or other intangible assets, along with the turnover attributable to their use.	Not applicable

SKF India Limited 65

- ANNEXURE E

Profile - Cost Auditors – Joshi Apte and Associates:

M/s Joshi Apte and Associates (Firm Registration No. 000240) has a track record of providing expert services in Cost Management Accountancy for the last 16 years. They have a dynamic team which is a mix of seasoned practitioners with rich experience and young professionals with their youthful exuberance. Firm also observes diversity with majority of woman partners. The Firm provides professional services like, Cost Audit, Costing Systems, Cost Study and analysis, etc.

Profile – Secretarial Auditors – J B Bhave & Co.:

M/s J. B. Bhave & Co is a renowned firm of Company Secretaries in Whole Time Practice based at Pune in the State of Maharashtra, India providing premium and effective secretarial, legal and business solutions through a team of professionals. Mr. Jayavant B. Bhave has more than 30 years of experience at the corporate managerial level in addition to being registered as a Company Secretary in whole-time practice.

INFORMATION AT A GLANCE

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Sr. Particulars Details
No
1. Day, Date and Time of AGM Wednesday, 6 [th] August, 2025 at 14:00 Hrs (IST)
2 Mode Video Conference (VC) and Other Audio Visual Means (OAVM)
3 Participation through VC/OAVM Members can login from 02.00 P.M (IST) on the date of the AGM at
https://evoting.nsdl.com
4 Helpline Number for VC/OAVM 022 - 2499 7000
participation
5. Submission of Questions/Queries Members seeking any information with regard to the accounts or any matter
before AGM to be placed at the AGM, are requested to write to the Company on or before
Saturday, 26 [th] July, 2025 through email on investorIndia@SKF.com The same
will be replied by the Company suitably.
6. Speaker Registration before AGM Members may register themselves as a speaker by sending their request from
their registered email address mentioning their name, DP ID and Client ID/
folio number, PAN, mobile number to investorIndia@SKF.com on or before
Saturday, 26 [th] July, 2025.
7. Recorded Transcript Will be made available post AGM at https://www.skf.com/in/investors
8. Dividend for FY 2023-2024 Rs. 14.5/-per equity share of the face value of Rs. 10/- each
recommended by the Board
9. Dividend Record Dates 4 [th] July, 2025 (Friday)
10. Dividend Payment Date The Dividend, if declared at the AGM will be paid on or before, 04 [th] September
2025.
11. Cut-off date for e-voting 30 [th] July, 2025 (Wednesday)
12. Remote e-voting start time and date 2 [nd] August, 2025 (Saturday at 9:00 am IST)
13. Remote e-voting end time and date 5 [th] August, 2025 (Tuesday at 5:00 p.m. IST)
14. Remote e-voting website Shares held in Demat mode with NSDL:
1. Shareholders registered for NSDL IDeAS facility:
https://eservices.nsdl.com/
2. Others: https://evoting.nsdl.com
Shares held in Demat mode with CDSL:
1. Shareholders who have opted for Easi facility of CDSL:
https://web.cdslindia.com/myeasi/home/login
2. Others: www.cdslindia.com
Logging in through Depositary Participants:
Members can also login using the login credentials of their demat account
through your DP registered with NSDL / CDSL for e-voting facility.
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66 ANNUAL REPORT 2024-25

Notice

ANNEXURE-E (Contd)

Sr. No	Particulars	Details
15.	Name, address and contact details of e-voting service provider and registrar and transfer agent	Registrar and Transfer Agent MUFG INTIME INDIA PRIVATE LIMITED C-101, 1stFloor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 Tel: +91 22 66568484 E-voting Service Provider National Securities Depositories Limited (“NSDL”) Trade World, A wing, 4thFloor, Kamala Mills Compound, Lower Parel, Mumbai - 400013 Tel No: 1800-1020-990/1800-22-44-30
16	Email Registration and Contact Updation Process	Demat Shareholders: Contact respective Depository Participant Physical Shareholders: MUFG INTIME INDIA PRIVATE LIMITED – www.in.mpms.mufg.com

SKF India Limited 67