Dear Members,
The Board of Directors has pleasure in presenting 38 Annual Report of
the Company for FY 2024-25.
Financial Summary
(` in million except otherwise stated)
Particulars |
Financial Year ended 31 March, 2025 |
Financial Year ended 31 March, 2024 |
Revenue from Operations |
31,478.10 |
29,095.41 |
Add: Other Income |
501.81 |
407.65 |
Total Income |
31,979.91 |
29,503.06 |
Less: Total Expenses |
26,452.62 |
24,260.92 |
Profit before tax (PBT) |
5,527.29 |
5,242.14 |
Less: Tax expenses |
1,053.43 |
1,320.72 |
Net Profit after tax (PAT) |
4,473.86 |
3,921.42 |
Less: Other Comprehensive Income |
(9.83) |
(7.66) |
Total Comprehensive Income |
4,464.03 |
3,913.76 |
Earnings Per Share (in `) |
59.48 |
52.13 |
Highlights of the Company's financial performance for the year
ended 31 March, 2025 are as under:
l Revenue from operations reached an all-time high of ` 31,478.10
million in the financial year 2024-2025, reflecting 8.2% growth over the previous year.
The performance was primarily driven by a strong domestic demand, while export revenue
showed modest growth supported by a one time adjustment arising out of Bilateral Advance
Pricing Agreement (BAPA) as provided in notes to the accounts.
l Profit before tax as a percentage of revenue from operations declined
modestly by 40 basis points compared to the previous year, mainly due to increased cost of
material consumed. This impact was partially offset by improved cost leverage in employee
benefit expenses, depreciation, and other expenses.
l The Company achieved an all-time high Earnings Per Share (EPS) of `
59.48 for the financial year ended 31 March, 2025, reflecting a 14.1% increase over `
52.13 in the financial year ended 31 March, 2024. Growth in EPS reflects improved
profitability, driven by strong revenue performance, effective cost management, and
favorable one-time adjustments.
l While maintaining a debt-free balance sheet and healthy cash
reserves, the Company continues to make strategic investments to support future growth. As
of 31 March, 2025, the fixed asset base and capital work-in-progress stood at ` 10,565.37
million and a strong cash & cash equivalent along with Investments totaled ` 5,114.49
million.
l Cash flow from operations for the year ended 31 March, 2025 stands at
` 3,872.98 million as compared to ` 3,399.19 million for the previous year, an increase of
` 473.79
For a more detailed analysis and explanation of the financial
performance, please refer to the Financial Statements Analysis section of the Management
Discussion and Analysis.
There is no reportable event comprising material changes and
commitments between the date of financial year end and the date of this report affecting
the financial position of the Company. The Board of Directors of the Company did not
propose to transfer any amount to reserves during the financial year under review.
There has been no change in nature of business of your Company.
Dividend
The Board of Directors, subject to approval of Members at ensuing
Annual General Meeting (AGM'), has recommended dividend of ` 36 /- per equity
share of ` 10/- each fully paid up for the financial year ended 31 March, 2025. Some
changes were made in the Dividend Distribution Policy and revised Policy is available on
the website of the Company at https://www.timken.com/en-in/investors/policies/.
Additional factors and parameters were added in the Dividend
Distribution Policy for determining dividend payouts which is expected to give more
clarity while determining dividend payouts.
Update on New Manufacturing Facility at Bharuch
The Company has set up new manufacturing plant at Bharuch to
manufacture Spherical Roller Bearings and Cylindrical Roller Bearings. Commercial
production from this facility has started in Q1 2025-2026.
New Capacity Addition
The Company is investing approx. ` 120 crores to enhance capacity of
bearing components (cup and cone) at rail facility in Jamshedpur. This project is expected
to complete in Q3 2026-2027.
Internal Financial Controls
The Company has established and implemented internal control systems
commensurate with the nature, size and complexities of business operations. Internal
control processes are designed to provide reasonable assurance towards the effectiveness
and efficiency of its operations, reliability of financial reporting, compliance with
applicable laws and regulations, prevention and detection of frauds & errors and the
safeguarding of its assets.
The Company has well documented authorization matrix covering all key
operational processes. The Company has put in place an enterprise-wide Risk Management
Framework with an objective of timely identification of risks, assessment, and evaluation
of such risks in line with the overall business objectives or strategies and define
adequate mitigation strategies to reduce the impact of risk exposure.
The Company has developed and implemented a framework for ensuring
internal control over financial reporting. Evaluation of design and effectiveness of these
controls was carried out and no significant material weaknesses or deficiencies were
observed.
Corporate Governance
Pursuant to Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations'), Corporate Governance Report along with Compliance Certificate from
Practicing Company Secretary is attached as Annexure I. Details relating to
composition of the Board and its Committees along with its meetings held during FY 2024-25
are given in Corporate Governance Report which is attached as Annexure I.
One meeting of the Independent Directors was held on 10 February, 2025 which was attended
by all the Independent Directors. The Company has adopted Code of Conduct for Board of
Directors and Senior Management Personnel. Declaration regarding compliance with Code of
Conduct is attached herewith and forms a part of Annexure I.
Directors and Key Managerial Personnel
During the year under review:
(i) Mr. Soumitra Hazra (DIN: 02293182) was appointed as an Independent
Director of the Company with effect from 31 May, 2024.
(ii) Mr. George J Ollapally (DIN: 09607523) was re-appointed as an
Independent Director of the Company with effect from 1 June, 2024.
(iii) Mr. P S Dasgupta (00012552) ceased to be an Independent Director
of the Company with effect from 1 April, 2024. (iv) Mr. Veerappan V (DIN: 01593254) ceased
to be an Independent Director of the Company with effect from 1 June, 2024. (v) Mr.
Avishrant Keshava ceased to be Chief Financial Officer of the Company with effect from 31
March, 2025.
(vi) Mr. Sujit Kumar Pattanaik was appointed as Chief Financial Officer
of the Company with effect from 1 April, 2025.
Mr. Avishrant Keshava (DIN: 07292484), Whole-time Director, will retire
by rotation at 38 AGM and being eligible, offers himself for re-appointment.
Based on recommendation of the Nomination and Remuneration Committee,
the Board has approved:
l Appointment of Mr. Sumit Rathor (DIN: 00128517) as an Independent
Director of the Company with effect from 1 October, 2025 for a period of 2 years, subject
to approval of Members of the Company. l Re-appointment of Dr. Lakshmi Lingam (DIN:
10181197) as an Independent Director of the Company with effect from 1 October, 2025 for a
period of 3 years, subject to approval of Members of the Company.
l Appointment of Mr. Sujit Kumar Pattanaik (DIN: 10709015) as a
Whole-time Director of the Company with effect from 30 September, 2025 for a period of 5
years, subject to approval of Members of the Company.
In the opinion of the Board, aforesaid persons possess requisite
expertise, skills, integrity and experience and their association and leadership will be
beneficial to the Company. Hence, the Board has recommended their appointment/
re-appointment at the 38 AGM. The Company is in receipt of Notices under Section 160 of
the Companies Act, 2013 (the Act') in respect of proposed appointments as
mentioned above.
Mr. Avishrant Keshava and Mr. Ajay Sood will cease to be Directors of
the Company w.e.f. 30 September, 2025 and 1 October, 2025 respectively on completion of
their tenure. Mr. Avishrant Keshava will cease to be a Director as part of succession
planning of the Company while Mr. Sood will cease to be a Director considering his other
commitments.
Pursuant to Section 203 of the Act, Mr. Sanjay Koul as Managing
Director, Mr. Sujit Kumar Pattanaik as Chief Financial Officer and Mr. Mandar Vasmatkar as
Company Secretary serve as Whole-time Key Managerial Personnel (KMP').
The Company has received declaration of independence from all
Independent Directors of the Company confirming that he/she has met with the criteria of
independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations.
Independent Directors' details have been included in the databank of Independent
Directors maintained by Indian Institute of Corporate Affairs (IICA').
Formal Annual Evaluation of the Board of Directors, its Committees and
individual Directors
The Board has carried out performance evaluation of the Board as a
whole, various Committees of the Board and individual Directors based on performance
evaluation criteria. Directors have provided feedback in writing to Chairman about the
Board as a whole, various Committees and individual Directors.
Further, Independent Directors in their separate meeting held on 10
February, 2025 have evaluated performance of Non-Independent Directors, Chairman and the
Board as a whole.
Statutory Audit
M/s Deloitte Haskins & Sells LLP, Chartered Accountants
(Registration No. 117366W/W100018), continue to serve as Statutory Auditors of the
Company. Report given by Statutory Auditors on the Financial Statements for FY 2024-25
forms a part of this Annual Report. Auditors expressed unmodified opinion on Financial
Statements for FY 2024-25 in their report.
Auditors also provided unmodified opinion on adequacy and operating
effectiveness of internal financial controls over financial reporting as at 31 March,
2025. However, the Auditors noted that although proper books of account were maintained as
required under the Act, the Company did not maintain a daily backup of such books in
electronic mode on a server physically located in India, as mandated under Rule 3(5) of
the Companies (Accounts) Rules, 2014. In this regard, it may be noted that while this
requirement was not complied with during FY 202425 and earlier, the Company has
implemented a system for taking daily backups on a server located in India and as of the
date of this report, the Company complies with this requirement (Refer note no. 43 of
Financial Statements).
Cost Audit
In terms of Section 148 of the Act, the Company is required to maintain
cost records and have its records audited by the Cost Accountant. The Company has
maintained cost records for FY 2024-25 as required under Section 148 of the Act.
The Board of Directors, on recommendation of the Audit Committee, has
re-appointed M/s Shome and Banerjee (Firm Registration No. 000001) as Cost Auditors for FY
2025-26. In terms of Section 148 of the Act read with Rules made thereunder, remuneration
payable to Cost Auditors is required to be ratified by Members of the Company.
Accordingly, appropriate resolution for ratification of remuneration payable to Cost
Auditors for FY 2025-26 has been inserted in the Notice convening the 38 AGM. The Board
requests Members to approve/ratify remuneration of Rs. 6,62,000/- (Rupees Six Lakhs and
Sixty Two Thousand Only) plus applicable taxes and out-of-pocket expenses payable to Cost
Auditors for FY 2025-26. The Cost Audit Report of the Company for FY 2023-24 was filed on
26 August, 2024 (within the stipulated due date).
Secretarial Audit
Pursuant to Section 204 of the Act, M/s. V Sreedharan & Associates,
Practicing Company Secretaries, have submitted the Secretarial Audit Report which is
attached as Annexure II. Secretarial Auditors confirmed that the Company has
complied with all the applicable laws but made one observation. For more details, please
see Annexure II. Secretarial Auditor has pointed out about daily back up of
books of accounts on servers physically located in India, same as Statutory Auditors. For
Board's response, please refer note no. 43 to the Financial Statements.
Pursuant to Section 204 of the Act and Regulation 24A of Listing
Regulations, it is proposed to appoint Mr. Nagarjun Y G, Practicing Company Secretary as
Secretarial Auditor for a period of 5 years i.e. FY 2025-26 to FY 2029-30. Mr. Nagarjun Y
G has confirmed that he is eligible for aforesaid appointment and he is not disqualified.
The Company has complied with norms of applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
Internal Audit
M/s KPMG Assurance and Consulting Services LLP, acted as Internal
Auditors for FY 2024-25. They conducted periodical audits and submitted their reports to
the Audit Committee. Their reports have been reviewed by the Audit Committee.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act.
Related Party Transactions
All related party transactions entered into by the Company during FY
2024-25 are disclosed in the Financial Statements for the year ended 31 March, 2025. All
related party transactions entered during FY 2024-25 were in ordinary course of business
and at arm's length. There was no related party transaction that had any conflict
with the interest of the Company.
Material related party transactions entered during FY 2024-25 are given
in Form AOC-2, attached to this Report marked as Annexure III. It may please
be noted that the Company has entered into material related party transactions as approved
by the Members under Regulation 23 of Listing Regulations. The Company has considered
definition of material related party transactions under the Listing Regulations for
reporting material related party transactions in Form AOC-2. For FY 2025-26, the Company
anticipates that material related party transactions would be entered with four parties,
for which approval is being sought at the 38 AGM. The Audit Committee was provided with
all relevant information as required under SEBI circular dated 22 November, 2021 and the
Audit Committee has granted approval for all material related party transactions of FY
2025-26.
During the year under review, the Company has revised existing Related
Party Transactions Policy to add concept of ratification of related party transactions and
otherwise to align with the amendments in the provisions of the Act and Listing
Regulations. Updated Related Party Transactions Policy is available on the website of the
Company at https://www.timken.com/en-in/investors/policies/.
Risk Management
The Board of Directors of the Company has constituted a Risk Management
Committee which inter-alia is responsible for assessment of risks, establishment of
framework for monitoring risks and developing strategy for mitigation of various risks.
Chief Financial Officer serves as Chief Risk Officer of the Company. Risk Management
Policy is disclosed on the Company's website at
https://www.timken.com/en-in/investors/policies/.
The Company conducted a comprehensive risk review during the year and
observed that the overall risk profile remained stable, with no major changes identified.
During FY 2024-25, a Risk Surveillance Audit was carried out by an independent third
party, and no nonconformities were reported. The Company has adopted ISO 31000:2018
framework for enterprise risk management and has undergone recertification audit in FY
2025-26.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility
(CSR') Committee which is responsible for evaluation and implementation of CSR
Projects. The Company has spent Rs. 4,03,57,642/- on various CSR Activities during FY
2024-25, including administrative expenses. Further, the Company has transferred Rs.
5,91,17,048/- on account of ongoing projects to Unspent CSR Account. For more details on
CSR expenditure during the year under review, please refer Annual Report on CSR Activities
attached as Annexure IV. Details of CSR Projects carried out during FY
2024-25 are also available on the website of the Company at
https://www.timken.com/en-in/investors/statutory-compliances/. The Company has adopted CSR
Policy and its salient features are as follows: l It lays down CSR Philosophy, Vision and
Commitment of the Company. l It specifies guidelines for implementation of CSR Projects
through CSR Partners including eligibility criteria for CSR Partners. l It also lays down
roles and responsibilities of the CSR Committee.
In May 2025 focus areas of the Company for CSR activities were added in
the CSR Policy along with few minor changes and revised Policy is disclosed on the
Company's website at https://www.timken.com/en-in/investors/policies/.
Nomination and Remuneration Policy
Based on recommendation of the Nomination and Remuneration Committee,
the Board has laid down a Policy inter alia for remuneration of Directors, Senior
Management Personnel. The salient features of the Policy are as follows:
l It covers role of the Nomination and Remuneration Committee in line
with Section 178 of the Act and Listing Regulations.
l It lays down criteria for determining qualifications, positive
attributes, independence and other personal specifications that need to be considered for
appointment of a Director.
l It specifies terms and conditions that need to be considered for
appointment of Directors and Senior Management Personnel including tenure of appointment,
removal and retirement.
l It also lays down parameters for payment of remuneration to Executive
Directors, Non- Executive/ Independent Directors and Senior Management Personnel.
During the year under review, no change was made in the Nomination and
Remuneration Policy. This Policy is disclosed on the Company's website at
https://www.timken.com/en-in/investors/policies/.
The Nomination and Remuneration Committee recommended some changes in
performance evaluation criteria adopted by the Board and same have been approved by the
Board.
Ratio of Remuneration
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, applicable details are given
in specified format which is attached as Annexure V.
Information required under Section 197(12) of the Act read with Rules
5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, is available at
https://www.timken.com/en-in/investors/statutory-compliances/. This information is
available at link above till the date of AGM. After that, this information will be
available for inspection at the registered office of the Company.
Vigil Mechanism/Whistle Blower Policy
For details, please refer Corporate Governance Report attached as Annexure
I.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Particulars relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo are attached to this
Report marked as Annexure VI.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34 of Listing Regulations, Business
Responsibility and Sustainability Report is made available on the website of the Company
at https://www.timken.com/en-in/investors/financial-report/.
Directors' Responsibility Statement
In pursuance of Section 134 (5) of the Act, the Directors hereby
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively and f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Annual Return
Annual Return as on 31 March, 2024 filed with the Registrar of
Companies and draft Annual Return as on 31 March, 2025 are available on the website of the
Company at https://www.timken.com/en-in/investors/statutory-compliances/.
Particulars of Loans, Guarantees or Investments
Particulars about investments made by the Company during the year are
disclosed in the Financial Statements. During the year under review, the Company did not
give any loans except to its employees as part of the conditions of service. Also, the
Company did not give any guarantee or extend any securities in connection with any loan.
Deposits
The Company has not accepted Deposits covered under Chapter V of the
Act and Rules framed thereunder.
Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company does not tolerate discrimination, sexual harassment or any
other harassment whether engaged in by management or associates or other individual with
whom associates come into contact during work. The Company believes in providing and
ensuring a workplace free from discrimination and harassment based on gender. The Company
has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the
aforesaid Act. During the year, the Company has made some changes in Anti-Sexual
Harassment Policy and revised Policy is disclosed on the Company's website at
https://www.timken.com/en-in/investors/policies/. The Company has constituted Internal
Committee (IC') at all locations of the Company and atleast half of the total
Members of the IC are women. IC redresses complaints received regarding sexual harassment
as required by the aforesaid Act. During the year under review, the Company has not
received any sexual harassment complaint.
Significant and/or material orders passed by the Regulators
During FY 2024-25, no judicial order was passed which could impact
going concern of the Company. It may please be noted that the Company has made disclosures
under Regulation 30 of Listing Regulations about orders received from tax or judicial or
regulatory authorities, details of which are available on the website of the Company at
https://www.timken.com/en-in/investors/statutory-compliances/.
Listing with Stock Exchanges
The Company confirms that it has paid annual Listing Fees for FY
2025-26 to National Stock Exchange of India Limited and BSE Limited, where the
Company's shares are listed.
Investor Education and Protection Fund
Pursuant to Section 124 of the Act and Rules made thereunder:
(i) the Company has transferred following unclaimed dividend amounts to
Investor Education and Protection Fund (IEPF') during FY 2024-25:
Particulars |
Amount (in `) |
Dividend paid by the Company for FY 2016-17 |
13,08,088 |
Dividend paid by erstwhile ABC Bearings
Limited (amalgamated with the Company) for FY 2016-17 |
3,66,894 |
Dividend paid by the Company for FY 2023-24
against shares already transferred to IEPF (net of TDS) |
24,62,146.05 |
(ii) Unpaid dividend for FY 2017-18 relating to the Company and for FY
2018-19 (interim) relating to erstwhile ABC Bearings Limited (amalgamated) is due for
transfer to IEPF in the month of September, 2025.
Financial Performance of any Subsidiary/Associate/Joint Venture Company
The Company does not have any Subsidiary, Associate or Joint Venture
Company.
Other Disclosures
Sweat Equity Shares |
Not applicable as no Sweat Equity Shares
are issued. |
Shares with differential Rights |
Not applicable as no Shares with
differential rights are issued. |
Shares under Employees Stock Option Scheme |
Not applicable as the Company does not
have any stock option scheme. |
Purchase by Company or giving of loans by
it for purchase of its shares |
The Company has not purchased or given any
loan to purchase its Equity Share and therefore, disclosure norms are not applicable to
the Company. |
Buy Back of Shares |
The Company has not bought back any Equity
Share and therefore, disclosure norms are not applicable to the Company. |
Demat Suspense/Unclaimed Suspense Account |
For more details, please refer Corporate
Governance Report attached as Annexure I. |
Settlement with Banks/Financial
Institutions |
Not applicable. |
Proceedings pending under Insolvency and
Bankruptcy Code, 2016 |
Not applicable. |
Proceedings pending under Insolvency and Bankruptcy Code, 2016 Not
applicable.
Acknowledgment
The Board acknowledges that the performance of the Company during the
year could be made possible due to contributions and excellent performance of the
Associates. The Directors express their appreciation for the support received from the
Associates of the Company, Investors, Vendors, Customers and other Stakeholders.
|
For and on behalf of the Board of
Directors |
|
Sd/- |
|
Sanjay Koul |
Date : 4 July, 2025 |
Chairman & Managing Director |
Place : Bengaluru |
DIN: 05159352 |
|