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

Performance Highlights (consolidated)

Your Company has performed during the reporting period as follows:

? in Lakhs except earnings per share

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:

Total energy consumption during the year

Foreign Exchange Earnings and Outgo:

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:

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:

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