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Timken India Ltd AGM Information 2025

Aug 19, 2025

61027_rns_2025-08-19_470a8f8f-026b-4654-9494-1c36fefbd16f.pdf

AGM Information

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Mandar Vasmatkar

Company Secretary & Chief-Compliance [email protected]

19 August, 2025

The Secretary The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G-Block, Bandra- Kurla Complex, Bandra (E), Mumbai- 400 051.

NSE Symbol - TIMKEN

The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Scrip Code- 522113 Dalal Street, Fort, Mumbai- 400 001.

Dear Sir/Madam,

Sub: Proceedings of 38[th] Annual General Meeting

In terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith proceedings of 38[th ] Annual General Meeting held on Tuesday, 19 August, 2025 at 3.00 PM (IST) through Video Conferencing /Other Audio Visual Means.

Kindly request you to take this on record.

Thanking you,

Yours faithfully For TIMKEN INDIA LIMITED

MANDAR Digitally signed by MANDAR MOHANIRAJ MOHANIRAJ VASMATKAR Date: 2025.08.19 VASMATKAR 17:17:06 +05'30'

Mandar Vasmatkar Company Secretary & Chief - Compliance

Registered office: Timken India Limited

39-42, Electronic City, Phase II, Hosur Road, Bangalore 560 100. Tel: +91(80) 41362000, Fax: +91(80) 41362010, Website: www.timken.com/en-in/ CIN:L29130KA1996PLC048230

PROCEEDINGS OF 38[TH] ANNUAL GENERAL MEETING OF TIMKEN INDIA LIMITED HELD ON TUESDAY, 19 AUGUST, 2025 AT 3.00 P.M. THROUGH VIDEO CONFERENCING (VC) /OTHER AUDIO VISUAL MEANS (OAVM)

PRESENT:

BOARD OF DIRECTORS

  • Mr. Sanjay Koul Chairman & Managing Director -

  • Mr. George J Ollapally Independent Director, Chairman of the Stakeholders Relationship Committee

  • Mr. Ajay Sood Independent Director, Chairman of the Nomination and Remuneration Committee

  • Dr. Lakshmi Lingam Independent Director Mr. Soumitra Hazra - Independent Director, Chairman of the Audit Committee Mr. Avishrant Keshava Whole-time Director

COMPANY SECRETARY

  • Mr. Mandar Vasmatkar - Company Secretary & Chief – Compliance

CHIEF FINANCIAL OFFICER

Mr. Sujit Kumar Pattanaik - Chief Financial Officer

AUDITORS AND SCRUTINIZER

  • Mr. Ankit Daga M/s. Deloitte Haskins & Sells LLP, Statutory Auditors

  • M/s. V Sreedharan & Associates, Secretarial Auditors for

  • Mr. Pradeep Kulkarni the Financial Year 2024-25 and Scrutinizer for Meeting


Company Secretary confirmed that quorum was present. Mr. Sanjay Koul (DIN:05159352), Chairman & Managing Director took the chair and declared the Meeting open and welcomed the Shareholders. Chairman informed that this Meeting was being held through Video Conferencing/Other Audio-Visual

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Means as permitted by the Ministry of Corporate Affairs and was being recorded for compliance purpose. It was informed that Mr. Douglas Smith and Mr. Hansal Patel could not join this Meeting. It was also informed that the Company had arranged for remote e-voting facility for all the resolutions to be considered at this Annual General Meeting (AGM) from 16 August, 2025 to 18 August, 2025 (both days inclusive). Those Members attending this Meeting who could not participate in remote e-voting and wishing to cast their vote in respect of each of the resolutions, may vote through e-voting option available in NSDL portal.

Chairman, thereafter, addressed and briefed Members of the Company about business activities of the Company.

Chairman informed that Notice of 38[th] AGM and Annual Report for FY 2024-25 were sent by email as permitted by the Ministry of Corporate Affairs/SEBI. Additionally, the Company had sent a letter to Members whose e-mail addresses are not registered with Company/Depository Participant(s)/Registrar and Transfer Agent providing weblink of Company’s website from where the Annual Report for FY 202425 could be accessed. Chairman with permission of the Members took the Notice and the Board’s Report as read. It was also informed that the Board has given response in the Board’s Report to observations mentioned in Independent Auditor’s Report and Secretarial Audit Report therefore, with permission of the Members, these reports were taken as read.

Members were allowed to cast vote (through remote e-voting and e-voting on the day of AGM) on following business items covered in 38[th] AGM Notice:

  1. To consider and adopt the Audited Financial Statements for the financial year ended 31 March, 2025 and reports of the Board of Directors and the Statutory Auditors

  2. To declare dividend of Rs. 36/- per equity share of Rs.10/- each fully paid up for the financial year ended 31 March, 2025

  3. To appoint a Director in place of Mr. Avishrant Keshava (DIN: 07292484), who retires by rotation and being eligible, offers himself for re- appointment

  4. Appointment of Mr. Sumit Rathor (DIN: 00128517) as an Independent Director of the Company

  5. Re-appointment of Dr. Lakshmi Lingam (DIN: 10181197) as an Independent Director of the Company

  6. Appointment of Mr. Sujit Kumar Pattanaik (DIN: 10709015) as a Whole-time Director of the Company

  7. Ratification of remuneration payable to the Cost Auditors

  8. Appointment of Secretarial Auditor

  9. Material Transactions with Related Party – The Timken Company

  10. Material Transactions with Related Party – The Timken Corporation

  11. Material Transactions with Related Party – Timken Engineering and Research-India Private Limited

  12. Material Transactions with Related Party – Timken Wuxi Bearings Co. Ltd.

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Chairman requested Mr. Tarun Beniwal, Moderator to enable registered speaker Shareholders to speak and ask questions or to express their views. Thereafter, speaker Shareholders spoke and asked questions or expressed their views. All questions were suitably answered by the Chairman.

It was stated that upon receipt of consolidated report from the Scrutinizer, comprising results of both remote e-voting and e-voting at the Meeting, Company Secretary would declare consolidated voting results and would place the same on the website of the Company and also would send the consolidated voting results to the stock exchanges to disseminate.

Chairman thanked all the Directors, attendees and Members for participation and thereafter, concluded the Meeting.

Detailed report on voting along with consolidated report from the Scrutinizer will be filed separately with the stock exchanges.


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