SKF India , a leading manufacturer of bearings and lubrication systems, is set to undergo a significant change in its ownership structure. AB SKF, the promoter of SKF India Limited, plans to increase its shareholding in the company through an off-market inter-se transfer of shares. The transaction is scheduled to occur on or after October 1, 2025.

Transaction Details

AB SKF will acquire 3,326,004 equity shares, representing 6.73% of SKF India's total shareholding. The shares will be transferred from two promoter group entities:

This move will increase AB SKF's stake in SKF India from 45.85% to 52.58%, while the aggregate promoter group holding remains unchanged at its current level.

Structure of the Transfer

The transaction is structured as a dividend in kind distribution, meaning there will be no monetary consideration involved. This distribution is permissible under Part 23 of the (UK) Companies Act, 2006, and Chapter 17-18 of the Swedish Companies Act (2005:551).

Regulatory Compliance

The inter-se transfer falls under the exemption provided in Regulation 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. AB SKF has confirmed compliance with all applicable conditions specified under these regulations.

Disclosure and Transparency

In line with regulatory requirements, AB SKF has submitted detailed disclosures to the stock exchanges, including the BSE and NSE. These disclosures outline the specifics of the transaction, shareholding details before and after the proposed transfer, and declarations of regulatory compliance.

The move represents a significant change in the direct ownership structure of SKF India, although the overall promoter group holding remains stable. Shareholders and market participants will be observing any potential implications this might have on the company's governance and strategic direction going forward.

SKF India , a leading manufacturer of bearings and lubrication systems, has made several significant announcements following its recent board meeting. The company has approved its financial results and proposed a substantial dividend, along with key board appointments and corporate actions.

Financial Results and Dividend

The Board of Directors of SKF India has given its approval to the unaudited financial results for the fourth quarter and the audited annual financial results for the fiscal year that concluded on March 31, 2024. M/s. Deloitte Haskins & Sells LLP, the statutory auditors, have issued unmodified opinions on these financial statements, indicating their agreement with the company's financial reporting.

In a move that is likely to please shareholders, the Board has recommended a final dividend of Rs 130.00 per equity share for the financial year. This dividend, if approved by the members at the upcoming Annual General Meeting (AGM), will be paid within 30 days of the AGM.

Annual General Meeting and Record Date

SKF India has scheduled its 63rd AGM for August 13, 2024. In light of ongoing precautions, the meeting will be conducted via video conferencing. The company has set July 4, 2024, as the record date for both AGM participation and dividend eligibility.

Board Reappointments and New Appointments

The Board has approved the reappointment of two independent directors for second terms of five years each, subject to member approval through a postal ballot:

• Mr. Gopal Subramanyam
• Ms. Anu Wakhlu

Additionally, the company has appointed various auditors for the financial year 2024-25:

• Cost auditors
• Secretarial auditors
• Tax auditors

Postal Ballot for Key Appointments

SKF India has initiated a postal ballot process to seek shareholder approval on crucial appointments, including a new Managing Director and other directors. The e-voting for this process is scheduled from May 23 to June 21, 2024.

These announcements reflect SKF India's commitment to corporate governance, shareholder value, and strategic leadership. The proposed dividend, if approved, could signal the company's strong financial position and its dedication to rewarding shareholders. Meanwhile, the board reappointments and new auditor appointments underscore the company's focus on maintaining experienced oversight and ensuring financial transparency.

Investors and stakeholders will likely be keen to see the detailed financial results in the coming days to gauge the company's performance in the fourth quarter and the entire fiscal year 2023-24. The outcome of the postal ballot on key appointments could also have significant implications for the company's future direction and governance.