Directors Report of SKP Bearing Industries Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting their 04th Board Report on the business and operations of the
Company and the Audited Financial Statements for the financial year ended March 31.2025.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

? in Lakhs except earnings per share

Particulars	31.03.2025	31.03.2024
Revenue from Operation	5260.08	4959.90
Other Income	123.73	26.23
Total Revenue	5383.81	4986.13
Expenditure	3644.67	3184.47
Profit(loss) before Tax (PBT)	1739.13	1801.65
Exceptional Item	-	-
Less: Tax Expenses
Current Tax	353.36	406.15
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	83.21	54.27
Prior Period Tax	0.00	0.00
Other Comprehensive Income
Items that will not be reclassified to profit	0.00	0.00
or loss	0.00	0.00
Income-tax relating to Items that will not be
Reclassified to Profit or Loss
Net Profit/loss aftertax (PAT)	1302.56	1341.24
Earning per Equity Share: (in Rupees) for
period	7.85	8.08
Basic	-	-
Diluted

Performance Highlights (consolidated)

Your Company has performed during the reporting period as follows:

? in Lakhs except earnings per share

Particulars	31.03.2025	31.03.2024
Revenue from Operation	7032.69	5166.29
Other Income	70.84	26.23
Total Revenue	7103.52	5192.52
Expenditure	6369.61	3664.46
Profit(loss) before Tax (PBT)	733.91	1528.08
Exceptional Item	-	-
Less: Tax Expenses
Current Tax	353.36	406.15
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	83.21	54.27
Prior Period Tax	0.00	0.00
Other Comprehensive Income
Items that will not be reclassified to profit		0.00
or loss	0.00	0.00
Income-tax relating to Items that will not be
Reclassified to Profit or Loss	0.00
Net Profit/loss after tax (PAT)	297.34	1067.64
Earning per Equity Share: (in Rupees) for
period		8.08
Basic	1.79	6.43
Diluted

2. Transfer to Reserves

The Board has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and
does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

3. Changes to the Capital Structure during the year under review

The paid-up equity shares capital of the Company as of 31st March 2025 consists of 1,66,00,000 equity
shares of Rs. 10 each. The company has not made any issue of shares or allotment of shares during the year
under review.

4. Dividend

The Company has given a dividend of Rs. 1.10/- per share during the period under review as a final dividend for
FY 2023 - 2024. Further Board has recommended a final dividend for the year 2024 - 2025, which is subject
to approval by shareholders in the ensuing annual general meeting.

Transfer of unclaimed dividends to the Investor Education and Protection Fund:No amount is required to be
transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Act.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of
the conservation of energy and technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.

Your company has taken steps to conserve energy. Steps have been taken to identify the areas of excessive
energy consumption. Checks have been made to strengthen these areas and timely preventive maintenance
has also been carried out to conserve energy.

Conservation of energy:

(I)	The steps taken or impact on the conservation of energy	The company has already installed tools/ equipment for conservation of electricity.
(ii)	The steps taken by the Company to utilize alternate sources of energy.	There are Windmills & solar energy as alternate source of energy.
(M)	The capital investment in energy conservation equipment	The Company/Board have few proposals for additional investment in this regard.
Technology absorption:
(I)	The benefits derived like product improvement, cost reduction, productdevelopment or import substitution	The company has taken necessary steps to acquire technologies during the year as require.
(ii)	In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	The company has not imported any technologies during the year.
(Mi)	The expenditure incurred on Research and Development	Nil

Total energy consumption during the year

Sr. No.	Purchased	2024 - 2025
01	Units (nos.)	31,99,657
02	Total amount (Rs.)	2,35,00,844
03	Rate per unit (Rs.)	7.3448
Generated - Wind mill Units		9,57,054

Foreign Exchange Earnings and Outgo:

Particulars	Amount
Earnings - Sales and others	1,46,113.7 USD, 1,02,880 EURO
Outgo - Purchase and others	99104.57 USD, 3,54,553.96 EURO
Loans or other transactions	4,00,000 EUROS

6) Subsidiaries, Joint Ventures, and Associates

The Company has subsidiaries or joint ventures, or associates during the year under review; further,
Annexure A is attached with the report for further details.

7) Significant Events After Balance Sheet Date

There are no other significant events after the Balance Sheet date that require any disclosure.

8) Change in the nature of business

There has been no change in the Company''s business nature in the period under review.

9) Material and Significant Orders Passed by Regulators & Courts

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could
impact the going concern status of the Company and/or its future operations.

10) lnternal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the
Companies Act, 2013. Internal Control Systems are intended to increase transparency and accountability
in an organization''s process of designing and implementing a system of internal control. The framework
requires a Company to identify and analyze risks and manage appropriate responses. The Company has
successfully laid down the framework and ensured its effectiveness. The Company''s internal controls are
commensurate with its size and the nature of its operations. These have been designed to provide
reasonable assurance about recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use. executing transactions
with proper authorization, and ensuring compliance with corporate policies.

Your management assessed the effectiveness of the Company''s internal controls over financial reporting
as of March 31, 2025. The assessment involved a management review, internal audit, and statutory audit.
During the year under review, the internal audit was conducted based on the risk-based internal audit plan
approved by the Audit Committee. Significant audit observations and follow-up actions thereon were
reported to the Audit Committee. Under Section 143 of the Act.

11) Public Deposits

Your Company has not invited or accepted any deposits from the public/members and there are no
outstanding deposits as on March 31,2025.

12) Auditors, Auditors'' Qualifications, Reservations, Adverse Remarks in the Auditors'' Report

Pursuant to the recommendation of the Audit Committee, the Board of Directors and Members of the
Company, at their respective meetings held and had approved the appointment of M/s. DIPAK P. SHAH &
Co., Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (five) consecutive
years ("First Term") commencing from the Financial Year 2021 - 2022.

The Statutory Auditors'' Report does not contain a qualification or adverse remark.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based
on the recommendation of the Audit Committee, your Directors

had appointed Paresh Parekh & Co. Chartered Accountants, as the Internal Auditor of the Company for the
Financial Year 2024-25 onwards.

13) Corporate Social Responsibility

The CSR activities by the Company were undertaken through SHRI FOUNDATION, which is committed
towards undertaking CSR activities. The composition of the CSR Committee of the Company, in
accordance with Section 135 of the Act is not applicable to the Company.

A detailed report on CSR activities in line with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time, is attached as Annexure B to this report.

14) AnnualReturn

Under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31,2025, is
available on the Company''s website https://skpbearings.com/annual-returns/

15) Declaration given by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declarations from all the
Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations, and that there was no change.

16) Annual Board Evaluation

The Nomination, Remuneration and Compensation Committee ("NRC Committee") and the Board have
adopted a methodology for carrying out the performance evaluation of the Board, Committees,
Independent Directors and Non- Independent Directors of the Company, which includes the criteria,
manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes:
the Board composition and structure, effectiveness of board processes, information and functioning,
contribution of the individual director to the Board and Committee Meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Evaluation
of the Performances of the Board, its Committees, every Director and Chairman, for the financial year
2024-25 has been completed as per the adopted methodology which included review, discussions,
providing feedback and discussions on the feedback received from the individual directors.

17) Details of Directors and Key Managerial Personnel Appointed/Resigned during the year

There were changes in Directors and Key Managerial Personnel Appointed/Resigned during the year
as follows:

• At the 03rd Annual General Meeting of the Company held on August 14, 2024, Re-appointment of
Mrs. Sangita Shrinand Palshikar as the Executive Director of the Company (who was liable to retire by
rotation), along with the overall maximum remuneration payable to her. The Company Secretary,

Mrs. Kinnary Rathod, has resigned from the post of CS during the year under review.

18) Number of Meetings of the Board of Directors

During the year under review, 7 (Seven) Board Meetings were held, and the gap between the two Board
Meetings was well within the limit as prescribed by the Companies Act. 2013. In respect of the meetings,
proper notice was given, and the proceedings were recorded, and a signed Minutes Book was maintained
for the purpose.

19) Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors
and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of
unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The
details of the establishment of the Vigil Mechanism/ Whistle Blower policy are posted on the website of the
Company, and the web link to the same is https://www.skpbearings.com/pdf/corporate
policies/Vigil_Mechanism_Whistler_Blower_Policy.pdf

20) Audit Committee

Audit Committee is duly constituted by the provisions of Section 177 (8) of the Act read with Rule 6 of the
Companies (Meetings of the Board and its Powers) Rules. 2014 and Regulation 18 of the Listing
Regulations. The details of its composition & meetings held during the Financial Year 2024 2025 are
provided below. All recommendations made by the Audit Committee were accepted by the Board during
the Financial Year 2024-2025. During the year under review, there were 3 audit committee meetings held.

The Audit Committee comprises 3 members, 2 of whom are independent directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mr. Shrinand Kamlakar Palshikar	Managing Director	Member

21) Nomination and Remuneration Policies

The Board of Directors has formulated a Policy that lays down a framework for the selection and
appointment of Directors and Senior Management and for determining qualifications, positive attributes,
and independence of Directors.

The Board has also formulated a Policy relating to the remuneration of Directors, members of Senior
Management, and Key Managerial Personnel, which is posted on the Company''s website at:
https://www.skpbearings.com/pdf/corporate-policies/Nomination_and_Remuneration_Policy.pdf

22) Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments if any as per Section 186 of the Act
by the Company, have been disclosed in the financial statements.

23) Related Party Transactions

During the reporting period, the Company has entered into a contract, arrangement, or transaction with
related parties, which were either on an arm''s length basis or could be considered material according to
the Company''s policy on the materiality of related party transactions Accordingly, the disclosure of
Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC
2 is annexed hereto as Annexure C.

24) Managerial Remuneration

A) Remuneration to Directors and Key Managerial Personnel
Details of the remuneration approved by the NRC Committee as well as the Board of Directors for Executive
Directors for the Financial Year 2024-2025:

Sr. No.	Name of Director/ KMP	Remuneration of Director/ KMP in Lacs.
01	Shrinand Kamlakar Palshikar	48.00
02	Sangita Shrinand Palshikar	24.00
03	Shripada Shrinand Palshikar	7.20

B Employee Particulars

People are our most valuable asset and your Company places the engagement, development and
retention of talent as its highest priority, to enable the achievement of the organizational vision, further
there are no employees who have remuneration in excess of the remuneration stated in Section 197 of
the Companies Act, 2013.

25) Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act. 2013.

26) Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder,
the Company has appointed Mr. DAY A. GOHIL, Practicing Company Secretary as the Secretarial Auditor of
the Company. The Secretarial Audit Report is annexed to the Board''s Report and forms an integral part of
this Report in Annexure D. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark except The Board and management after consent and duly review of audit committee
considered the accounts for a period beginning from 01.04.2024 to ending on 31.03.2025 in an audit
committee meeting.

27) Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objective and enhance the Company''s competitive advantage. This risk framework thus helps in
managing market, credit and operations risks and quantifies exposure and potential impact at
a Company level.

28) Director''s Responsibility Statement
Your Directors state that:

A) In the preparation of the annual financial statements for the year ended March 31.2025, the applicable
accounting standards have been followed with no material departures;

B) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31,2025 and of the profit of the Company for the period ended on
that date;

C) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

D) The Directors have prepared the annual financial statements on a going concern basis;

E) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

F) The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

29) Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has a policy against sexual harassment at the workplace and has constituted an Internal
Complaints Committee and has complied with the provisions in this respect as are applicable under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no
complaint received from any employee during the year, nor is any complaint pending or outstanding
for redressal as on March 31,2025. The Company conducts awareness programs at regular intervals and
provides necessary updates/guidance.

30) Cost Audit

The Company is not required to appoint a cost auditor to conduct the cost audit in respect of the products
manufactured by the Company as per the provisions of Section 148 of the Companies Act. 2013 for the
period under review.

31) Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

32) Others

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the period under review:

1) Details relating to issue of equity shares including sweat equity shares and shares with differential
rights as to dividend, voting or otherwise, since there was no such issue of shares.

2) None of the Directors of the Company received any remuneration or commission from any
of its subsidiaries.

3) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future.

4) Your Directors further state that during the period under review, there were no cases filed under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33) Acknowledgements

Your directors take this opportunity to thank the Company''s customers, shareholders, vendors, and
bankers for their support and look forward to their continued support in the future. Your directors also
place on record their appreciation for the excellent contribution made by all employees who are
committed to strong work ethics, excellence in performance and commendable teamwork and have
thrived in a challenging environment.

For and on behalf of the Board of Directors
SKP BEARING INDUSTRIES LIMITED

SD/- SD/-

SHRINAND KAMLAKAR PALSHIKAR SANGITA SHRINAND PALSHIKAR

Chairman and Managing Director Director

DIN: 08992832 DIN: 09054303

Date: 18.07.2025

Place: Surendranagar

---

Mar 31, 2024

The Directors have the pleasure in presenting their 03rd Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2024

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:	Rs. in Lakhs except earning per share
Particulars	31.03.2024		31.03.2023
Revenue from Operation	4959.90		4876.3
Other Income	26.23		58.85
Total Revenue	4986.13		4935.15
Expenditure	3184.47		3137.96
Profit(loss) before Tax (PBT)	1801.65		1797.19
Exceptional Item	--		--
Less: Tax Expenses
Current Tax	406.15		440.22
MAT Credit Entitlement / Availed	0.00		0.00
Deferred Tax	54.27		31.75
Prior Period Tax	0.00		0.00
Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.00		0.00
Income-tax relating to Items that will not be Reclassified to Profit or Loss	0.00		0.00
Net Profit/loss after tax (PAT)	1341.24		1325.23
Earning per Equity Share: (in Rupees) for period
Basic	8.08		7.98
Diluted	-		-
Performance Highlights (consolidated) Your Company has performed during the reporting period as follows:	7 in Lakhs except earning per share
Particulars		31.03.2024
Revenue from Operation		5166.29
Other Income		26.23
Total Revenue		5192.52
Expenditure		3664.46
Profit(loss) before Tax (PBT)		1528.08
Exceptional Item		--
Less: Tax Expenses
Current Tax		406.15
MAT Credit Entitlement / Availed		0.00
Deferred Tax		54.27
Prior Period Tax		0.00
Other Comprehensive Income
Items that will not be reclassified to profit or loss		0.00
Income-tax relating to Items that will not be Reclassified to Profit or Loss		0.00
Net Profit/loss after tax (PAT)		1067.64
Earning per Equity Share: (in Rupees) for period
Basic		6.43
Diluted		-

2. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for the Financial Year 2023-24 in the Profit and Loss Account.

3. Changes to the Capital Structure during the year under review

The paid-up equity shares capital of the Company as of 31st March 2024 consists of 1,66,00,000 equity shares of Rs. 10 each. The company has not made any allotment of shares during the year under review.

4. Dividend

The Company has given a dividend of Rs. 1.00/- per share during the period under review as final dividend for FY 2022 - 2023. Further Company has recommended a final dividend for year 2023 - 2024 which is subject to approval by shareholders in the ensuing annual general meeting.

Transfer of unclaimed dividend to Investor Education and Protection Fund:

There is no amount which is required to be transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Act.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

Your company has taken steps to conserve energy. Steps have been taken to identify the areas of excessive energy consumption. Checks have been made to strengthen these areas and timely preventive maintenance has also been carried out to conserve energy.

Conservation of energy:

(i) The steps taken or impact on the conservation of energy	The company has already conservation of electricity.	installed tools/ equipment for
(ii) The steps taken by the Company to utilize alternate sources of energy.	There are Windmills & solar energy.	energy as alternate source of
(iii) The capital investment in energy conservation equipment	The Company/Board have investment in this regard.	few proposals for additional
Technology absorption:
(i) The benefits derived like product improvement, cost reduction, product development or import substitution.	The company has taken necessary steps to acquire technologies during the year as require.
(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	The company has not imported any technologies during the year.
(iv) The expenditure incurred on Research and Development	Nil
The Company has introduced various measures to reduce energy consumption and install the latest technologies.
Total energy consumption during the year
Sr. No. Purchased		2023 - 2024
01 Units (nos.)		2836014
02 Total amount (Rs.)		20830086
03 Rate per unit (Rs.)		7.3448
Generated - Windmill Units		1163998

Foreign Exchange Earnings and Outgo:
Particulars	Amount
Earnings - Sales and others	1,36,894.3 USD, 1,884.55 EURO
Outgo - Purchase and others	96,001.60 USD, 78,254.76 EURO, 35,33,670 JPY
Loans or other transactions	10,00,000 EUROS - Loan given to Subsidiary in France.

The Audit Committee comprises of 3 members, 2 of whom are independent directors:
Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mr. Shrinand Kamlakar Palshikar	Managing Director	Member

21. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy that lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes, and independence of Directors.

The Board has also formulated a Policy relating to the remuneration of Directors, members of Senior Management, and Key Managerial Personnel which is posted on the Companies website at: https://www.skpbearings.com/pdf/corporate-policies/Nomination_and_Remuneration_Policy.pdf

22. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments if any as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

23. Related Party Transactions

During the reporting period, the Company has entered into contract/ arrangement/transaction with related parties which were [on arm’s length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed hereto as Annexure C.

24. Managerial Remunerationa. Remuneration to Directors and Key Managerial Personnel

Details of the remuneration approved by the NRC Committee as well as the Board of Directors for Executive Directors for the Financial Year 2023-24:

Sr. no. Name of Director/ KMP	Remuneration of Director/ KMP in ^
1 Shrinand Kamlakar Palshikar	48,00,000.00
2 Sangita Shrinand Palshikar	24,00,000.00

b. Employee Particulars

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable the achievement of the organizational vision, further there are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

25. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. JAY A. GOHIL, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Board’s Report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except The Board and management after consent and duly review of audit committee considered the accounts for a period beginning from 01.04.2023 to ending on 31.03.2024 in an audit committee meeting.

27. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

28. Director’s Responsibility Statement

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the period ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor is any complaint pending or outstanding for redressal as on March 31, 2024. The Company conducts awareness programs at regular intervals and provides necessary updates/guidance.

30. Cost Audit

The Company is not required to appoint a cost auditor to conduct the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013 for the period under review.

31. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

32. Others

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

1. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

2. None of the Directors of the Company received any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. Your Directors further state that during the period under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Acknowledgements

Your Directors take this opportunity to thank the Company’s customers, shareholders, vendors and bankers for their support and look forward to their continued support in the future. Your Directors also place on record their appreciation for the excellent contribution made by all employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment.

6. Subsidiaries, Joint Ventures, and Associates

The Company has subsidiaries or joint ventures or associates during the year under review, further Annexure - A is attached with report for further details.

7. Significant Events After Balance Sheet Date

There are no other significant events after the Balance Sheet date which require any disclosure.

8. Change in the nature of business

There has been no change in the Company’s business nature in the period under review.

9. Material and Significant Orders Passed by Regulators & Courts

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

10. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the Companies Act, 2013. Internal Control Systems are intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. The framework requires a Company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. The Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance about recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

Your management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2024. The assessment involved a management review, internal audit, and statutory audit. During the year under review, the internal audit was conducted based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow-up actions thereon were reported to the Audit Committee. Under Section 143 of the Act.

11. Public Deposits

Your Company has not invited or accepted any deposits from the public/members and there are no outstanding deposits as on March 31, 2024.

12. Auditors, Auditors’ Qualifications, Reservations, Adverse Remarks in the Auditors’ Report

Pursuant to the recommendation of the Audit Committee, the Board of Directors and Members of the Company, at their respective meetings held and had approved the appointment of M/s. DIPAK P. SHAH & Co., Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (five) consecutive years (“First Term”) commencing from the Financial Year 2021 - 2022.

The Statutory Auditors Report does contain qualification or adverse remark, clarification or explanation of the Board & remark as follows.

Remark:

SKP Bearing industries Limited has a total unpaid dividend of Rs. 49648/- for FY 21-22 & 22-23 due to the lack of those particular shareholders information and technical issue The company put all the efforts to pay that dividend in time but even after all efforts made, lack of information remain same, and the company has not transferred that amount to Unpaid Dividend account as per relevant section of Companies act 2013.

Board’s Comment:

As per the information received by the Company’s banker (HDFC Bank), if the dividend remains unpaid due to any error or omission of information of shareholders or their bank details, the dividend account of the respective F.Y. with the Bank will automatically convert by the bank into the Unpaid Dividend Account within the stipulated time, the same information was received to the company after the remark of the auditor at time of half yearly result dated 31.03.2024. According to this the board here clarify that the Company has not violated any provisions under the Companies Act 2013 regarding Unpaid Dividend account.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have appointed Paresh Parekh & Co. Chartered Accountants, as the Internal Auditor of the Company for

the Financial Year 2024-25. A.J. PANCHAL & Associates Chartered Accountants has resigned from the post of Internal Auditor.

13. Corporate Social Responsibility

The CSR activities by the Company were undertaken through SHRI FOUNDATION, which is committed towards undertaking CSR activities. The composition of the CSR Committee of the Company, in accordance with Section 135 of the Act is not applicable to the Company.

A detailed report on CSR activities in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is attached as Annexure B to this report.

14. Annual Return

Under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2024, is available on the Company’s website www.skpbearings.com

15. Declaration given by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declarations from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that there was no change.

16. Annual Board Evaluation

The Nomination, Remuneration and Compensation Committee (“NRC Committee”) and the Board have adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Evaluation of the Performances of the Board, its Committees, every Director and Chairman, for the financial year 2023-24 has been completed as per the adopted methodology which included review,

discussions, providing feedback and discussions on the feedback received from the individual directors.

17. Details of Directors and Key Managerial Personnel Appointed/Resigned during the year

There were change in Directors and Key Managerial Personnel Appointed/Resigned during the year are as follows:

• At the 02^nd Annual General Meeting of the Company

held on August 25, 2023, Re-appointment of Mr. Shrinand Kamlakar Palshikar (DIN: 08992832) as the Executive Director of the Company, along with the overall maximum remuneration payable to him

18. Number of Meetings of the Board of Directors

During the year under review, 8 (Eight) Board Meetings were held, and the gap between the two Board Meetings was well within the limit as prescribed by the Companies Act, 2013. In respect of the meetings, proper notice was given and the proceedings were recorded and a signed Minutes Book was maintained for the purpose.

19. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the web link to the same is https://www.skpbearings.com/pdf/ corporate-policies/Vigil_Mechanism_Whistler_Blower_ Policy.pdf

20. Audit Committee

Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition & meetings held during the Financial Year 2023- 2024 etc. below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2023-24. During the year under review, there are 3 audit committee meetings held.

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Mar 31, 2023

The Directors have the pleasure in presenting their 02^nd Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2023

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

(Rs. In Lacs)
Particulars	31.03.2022 (Figures for a period of 85 days)	31.03.2023
Revenue from Operation	967.72	4876.3
Other Income	59.65	58.85
Total Revenue	1027.37	4935.15
Expenditure	558.16	3137.96
Profit(loss) before Tax (PBT)	469.21	1797.19
Exceptional Item	--	--
Less: Tax Expenses
Current Tax	95.65	440.22
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	9.16	31.75
Prior Period Tax	0.00	0.00
Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.00	0.00
Income-tax relating to Items that will not be Reclassified to Profit or Loss	0.00	0.00
Net Profit/loss after tax (PAT)	364.39	1325.23
Earning per Equity Share: (in Rupees) for period
Basic	2.43	7.98
Diluted - as per share capital as on 31-03-2023	2.43	7.98

2. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for the Financial Year 2022-23 in the Profit and Loss Account.

3. Changes to the Capital Structure during the year under review

The paid-up equity shares capital of the Company as of 31^st March 2023 consists of 1,66,00,000 equity shares of 7 10 each. The company has made an allotment of shares during the year under review due to IPO Proceedings and the issue of shares via SME IPO.

4. Dividend

The Company has given a dividend of 7 1.00/- per share during the period under review as final dividend for FY 2021 -2022. Further Company has recommended final dividend for year 22 - 23 which is subject to approval by shareholders in ensuing annual general meeting.

Transfer of unclaimed dividend to Investor Education and Protection Fund:

There is no amount which is required to be transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Act.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

Your company has taken steps to conserve energy. Steps have been taken to identify the areas of excessive energy consumption. Checks have been made to strengthen these areas and timely preventive maintenance has also been carried out to conserve energy.

Conservation of energy:
(i) The steps taken or impact on conservation of energy	Company has already installed tools/ equipment for conservation of Electricity.
(ii) The steps taken by the Company for utilizing alternate sources of energy	There are windmills & solar energy for the alternate source of energy
(iii) The capital investment on energy conservation equipment’s	The Company does not have any proposal for additional investment in this regard.
Technology absorption:
(i) The efforts made toward technology absorption	Company has not required to make any efforts towards the technologies absorption during the year under review
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	Company has not required to acquire any technologies during the year
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	The company has not imported any technologies during the year
(iv) The expenditure incurred on Research and Development	Nil
The Company has introduced various measures to reduce energy consumption and install the latest technologies.
Total energy consumption during the year
Sr. No. Purchased	2022 - 2023
01 Units (nos.)	26,23,794.00
02 Total amount (Rs.)	2,20,89,503.00
03 Rate per unit (Rs.)	8.42
Generated - Windmill Units	10,90,070.00
Foreign Exchange Earnings and Outgo:
Particulars Amount
Earnings - Sales and others 1,78,952.80 USD, 1,815.55 EURO Outgo - Purchase and others 1,61,964.15 USD, 2,71,912.24 EURO

6. Subsidiaries, Joint Ventures, and Associates

The Company has not had any subsidiaries or joint ventures or associates during the year under review, further Annexure - A is attached with report for further details.

7. Significant Events After Balance Sheet Date

There are no other significant events after the Balance Sheet date which require any disclosure.

8. Change in the nature of business

There has been no change in the Company’s business nature in the period under review.

9. Material and Significant Orders Passed by Regulators & Courts

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/or its future operations.

10. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the Companies Act, 2013. Internal Control Systems are intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. The framework requires a Company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. The Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

Your management assessed the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2023. The assessment involved management review, internal audit and statutory audit. During the year under review, the internal audit was conducted based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow-up actions thereon were reported to the Audit Committee. Pursuant to Section 143 of the Act.

11. Public Deposits

Your Company has not invited or accepted any deposits from the public/members and there are no outstanding deposits as on March 31, 2023

12. Auditors, Auditors’ Qualifications, Reservations, Adverse Remarks in the Auditors’ Report

Pursuant to the recommendation of the Audit Committee, the Board of Directors and Members of the Company, at their respective meetings held and had approved the appointment of M/s. DIPAK P. SHAH & Co., Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (five) consecutive years (“First Term”) commencing from the Financial Year 2021 - 2022.

The Auditors Report does contain a disclaimer of opinion on the financial statements for the period ended March 31, 2023. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have appointed A.J. PANCHAL & Associates Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2023-24.

13. Corporate Social Responsibility

The Company converted from a partnership firm into a Company on 06th January 2022, Company has adopted CSR voluntarily and created provisions related to CSR. The Company has generally taken corporate social responsibility initiatives. Now, the company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives f.y. 2023-24.

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2023, is available on the Company’s website www.skpbearings. com

15. Declaration given by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declarations from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that there was no change.

16. Annual Board Evaluation

The Nomination, Remuneration and Compensation Committee (“NRC Committee”) and the Board have adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Evaluation of the Performances of the Board, its Committees, every Director and Chairman, for the financial year 2022-23 has been completed as per the adopted methodology which included review, discussions, providing feedback and discussions on the feedback received from the individual directors.

17. Details of Directors and Key Managerial Personnel Appointed/Resigned during the year

There were change in Directors and Key Managerial Personnel Appointed/Resigned during the year are as follows:

• At the 01^st Annual General Meeting of the Company held on September 26, 2022, Re-appointment of Mrs. Sangita Shrinand Palshikar (DIN: 09054303) as the Executive Director of the Company, along with the overall maximum remuneration payable to him

• Mrs. Pooja Kamleshkumar Sharma - Resignation of Whole time Company Secretary

• Mrs. Kinnaryben Kanderapbhai Rathod - Appointment of Whole time Company Secretary

18. Number of Meetings of the Board of Directors

During the year under review, 10 (Ten) Board Meetings were held, and the gap between two Board Meetings was well within the limit as prescribed by the Companies Act, 2013. In respect of the meetings, proper notice was given and the proceedings were recorded and signed Minutes Book maintained for the purpose.

19. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the web link to the same is https:// www.skpbearings.com/pdf/corporate-policies/Vigil_Mechanism_Whistler_Blower_Policy.pdf

20. Audit Committee

Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition & meetings held during the Financial Year 2022- 23 etc. below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2022-23. During the year under review, there are 3 audit committee meetings held.

The Audit Committee comprises of 3 members, 2 of whom are independent directors:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mr. Shrinand Kamlakar Palshikar	Managing Director	Member

21. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy that lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes, and independence of Directors.

The Board has also formulated a Policy relating to the remuneration of Directors, members of Senior Management, and Key Managerial Personnel which is posted on the Companies website at: https://www.skpbearings.com/pdf/corporate-policies/Nomination_and_Remuneration_Policy.pdf

22. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments if any as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

23. Related Party Transactions

During the reporting period, the Company has entered into contract/ arrangement/transaction with related parties which were [on arm’s length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is annexed hereto as Annexure 2.

24. Managerial Remuneration

a. Remuneration to Directors and Key Managerial Personnel

Details of the remuneration approved by the NRC Committee as well as the Board of Directors for Executive Directors for the Financial Year 2022-23:

Sr. no. Name of Director/ KMP	Remuneration of Director/ KMP in ^
1 Shrinand Kamlakar Palshikar	48,00,000.00
2 Sangita Shrinand Palshikar	24,00,000.00

b. Employee Particulars

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable the achievement of the organizational vision, Further there are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

25. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. JAY A. GOHIL, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Board’s Report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except The Board and management after consent and duly review of audit committee considered the accounts for a period beginning from 01.04.2022 to ending on 31.03.2023 in an audit committee meeting.

27. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

28. Director’s Responsibility Statement Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the period ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets

of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor is any complaint pending or outstanding for redressal as on March 31, 2023. The Company conducts awareness programs at regular intervals and provides necessary updates/ guidance.

30. Cost Audit

The Company is not required to appoint a cost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013 for the period under review.

31. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

32. Others

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

1. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

2. None of the Directors of the Company received any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. Your Directors further state that during the period under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Acknowledgements

Your Directors take this opportunity to thank the Company’s customers, shareholders, vendors and bankers for their support and look forward to their continued support in the future. Your Directors also place on record their appreciation for the excellent contribution made by all employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment.