Schaeffler India Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present 63 rd Annual Report of the Company together with the audited financial statements (Standalone & Consolidated) of the Company for the year ended December 31, 2025.

Standalone Financial Highlights

Rs. in million)

Particulars	2025	2024
Net revenue	93,953	80,763
EBITDA 1	18,376	14,969
Less: Depreciation/ Amortisation	3,288	2,688
Less: Finance cost	42	35
Add: Interest income	1,074	929
Profit before exceptional items and tax	16,120	13,175
Provision for tax	4,158	3,398
Profit after tax	11,962	9,777

1 Earnings before Interest, Tax, Depreciation and Amortisation.

Financial and Operational Performance Performance of the Company and State of Companys Affairs

Your Companys Revenues was 93,953 million in the year 2025 (Year 2024: 80,763 million) which is higher by 16.3%.

Profit before tax (before exceptional items) was 16,120 million (Year 2024: 13,175 million) representing a growth of 22.3%. Your Company recorded profit after tax of 11,962 million (Year 2024: 9,777 million) which represent a growth of 22.4%.

Global Outlook

The global economy demonstrated strong resilience throughout 2025, consistently outperforming expectations despite a backdrop of historic trade tensions and heightened policy uncertainty. This stability was primarily due to strategic front-loading of trade activities and proactive supply-chain adjustments across industries. Furthermore, the limited pass-through of tariffs, coupled with easing global financial conditions and a significant surge in Al-related capital expenditure, provided the necessary momentum to sustain growth.

According to the world bank, global growth is estimated to have averaged 2.7% in 2025, supported by the stronger- than-expected performance of major economies. For advanced economies, growth reached to 1.7% in 2025 but it is anticipated that it will soften to 1.6% in 2026 as the weight of trade barriers begins to affect broader economic activity. These projections balance headwinds of restrictive trade policies against the continued support from fiscal measures, monetary easing, and sustained investment in emerging technologies. Meanwhile, EMDEs (Emerging Markets and Developing Economies) displayed robust performance with an estimate of 4.2% growth rate in 2025. In particular, the Chinese economy proved resilient, bolstered by significant fiscal stimulus and a strategic pivot toward non-U.S. export markets.

Looking ahead to 2026, the outlook for global trade remains dampened by tensions and the continued uncertainty surrounding tariff policies. The growth in trade volumes were largely due to advanced procurement of goods ahead of anticipated tariff hikes. As per IMF global growth is projected at 3.3% for 2026 backed by technology investment, fiscal and monetary support, accommodative financial conditions, and private sector adaptability.

Inflation is gradually normalising across major economies, though it has yet to return to pre pandemic levels. As per IMF global inflation is projected to continue its decline, with headline inflation falling to 3.8% in 2026 and 3.4% in 2027, with overarching trends of softening demand and lower energy prices remaining intact.

Financial markets experienced a period of easing in the latter half of last year, driven by a shift toward more accommodative U.S. monetary policy in response to softening labor market. This positive sentiment extended to Emerging Markets and Developing Economies (EMDEs), which saw significant debt-related capital inflows. These economies also benefited from a weaker U.S. dollar, which enhanced returns on local currency bonds.

The US economy is aided by fiscal support, easier financial conditions, and reduced trade uncertainty. As per Deutsch Bank, growth is expected to broaden with the Fed rate cuts. The euro area faces risk marked by cyclical resilience alongside structural rigidities. In 2026, domestic tailwinds including Germanys expansionary fiscal spending and defence outlays are expected to outweigh external risks.

As we navigate this complex landscape, the interplay between policy-driven headwinds and technology-led investments will be the defining factor for global economic momentum.

India Outlook

Indias growth outlook remains buoyant, with both global and domestic institutions upgrading their assessments on the back of strong economic fundamentals. The Reserve Bank of India recently revised the countrys GDP growth forecast for FY 2025-26 upward to 7.3%, rising from an earlier estimate of 6.8%. This upward momentum is fueled by several converging factors: robust domestic demand, the rationalization of income tax and Goods and Services Tax, softer crude oil prices, and the strategic front-loading of government capital expenditure.

The domestic growth story is further bolstered by favorable agricultural prospects and the sustained positive effects of policy reforms. A benign inflation environment with CPI inflation easing from 4.3% in early 2025 to multi-year lows in the second half of the year has provided a stable backdrop for economic activity. These conditions, coupled with the strong balance sheets of both corporate and financial institutions, ensure that credit flows to the business sectors remain healthy. Inflation in India is expected to go back to near target levels after a marked decline in 2025 driven by subdued food prices. The RBI now forecasts FY26 CPI inflation to moderate to 2.0%.

Indias trade strategy is shifting with the rise of a multipolar global economy led by the USA, EU, China, and the emerging Global South. Instead of aligning with a single bloc, India

is pursuing multi alignment and strategic autonomy diversifying partners, corridors, and instruments to mitigate risks and capture new opportunities. Indias resilience is reflected in its robust services exports and the potential for further upside as current trade and investment negotiations reach a conclusion.

According to the IMFs World Economic Outlook, India surpassed Japan in 2025 to become the worlds fourth- largest economy with a GDP of USD 4.18 trillion. India is now on a clear path to secure the third rank within the next three years, with a projected GDP of USD 7.3 trillion by 2030.

Indias ascending role in the global economy presents a strategic landscape where localized manufacturing and industrial innovation can thrive alongside the countrys expanding infrastructure and domestic demand.

Share Capital

There has been no increase/decrease in the Authorised and Paid- up Share Capital of your Company during the year under review.

Alteration of Capital Clause of Memorandum of Association

During the year under review, there was no alteration of Capital Clause of Memorandum of Association of the Company.

Material Changes and Commitments and Change in Nature of Business

There have been no material changes and commitments affecting the financial position of your Company from the end of the Financial Year 2025 up to the date of this Directors Report.

There has been no change in the nature of business of your Company.

Dividend and Transfer to Reserves

Considering the financial performance of the year 2025, your Directors recommend dividend for the year ended December 31, 2025 at the rate of 35/- per share of face value 2/- (2024: 28/- dividend per share of face value 2/-) per equity share amounting to 5,470.6 million (2024: 4,376.5 million). No amount was transferred to the General Reserves of the Company.

The details of the Dividend for the Financial Years 2025 and 2024 are as follows:

Dividend	2025	2024
Month and Year of Declaration	April 2026	April 2025
Amount of Dividend Per Equity	35	28
Share of 2 each (in
% of Dividend	1,750	1,400
Total Dividend (Amt. in mn)	5,470.6	4,376.5

Dividend Distribution Policy Your Company has adopted a progressive Dividend Distribution Policy, intending to sustain or raise the dividend each year, in conjunction with the financial performance and free cash profit generation each year.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 is available on the Companys website at .

The Board of Directors of your Company has approved the target dividend payout ratio of 30% to 50% of the annual standalone profits after tax (PAT) as announced by the Company from time to time, subject to the applicable rules, regulations and the Dividend Distribution Policy of the Company. The dividend pay-out is in accordance with the Companys Dividend Distribution Policy.

The Dividend Distribution Policy also forms part of this Integrated Annual Report 2025.

Corporate Governance

A separate section on Corporate Governance forms integral part of the Integrated Annual Report and a compliance certificate from M/s. Samdani Kabra & Associates, Company Secretaries, the Companys Secretarial Auditors confirming the compliance of conditions of Corporate Governance is annexed thereto.

Management Discussion and Analysis

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), detailed review of operations, performance and future outlook of the Company is covered under Management Discussion & Analysis section of the Integrated Annual Report.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability report (BRSR) covering Companys initiatives on Environment, Social and Governance parameters for Financial Year 2025 in the prescribed format, forms a part of this Integrated Annual Report & is available on the website of the Company.

Further, in terms of SEBI Listing Regulations, the Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from British Standards Institution (BSI) on a standalone basis. Assurance engagement has been carried out in accordance with ISAE3000 (Revised) assurance standard. Reasonable level of assurance has been provided for the Core Indicators of BRSR.

Board of Directors

Boards Composition and Independence

Board Composition

Your Companys Board is well-balanced and diverse. It consists of leaders and visionaries who provide strategic direction to the Compnay for ensuring effective decision making to the Company.

As on December 31, 2025, the Board comprised of 2 (Two) Executive Directors, 3 (Three) Non-Executive Independent Directors and 2 (Two) Non-Executive Non-Independent Directors. As on the date of this Report, your Company has 8 (Eight) Directors out of which 3 (Three) are Independent Directors, 2 (Two) Executive Directors, and 3 (Three) Non-Executive Non-Independent Directors. Pursuant to the provision of Regulation 17(1)(a) of the SEBI Listing Regulations, the Board of Directors of the top 1,000 listed entities are required to have at least one Independent Woman Director. The Company has 2 (Two) Women Directors comprising of 1 (One) Independent Woman Director and 1 (One) Woman Executive Director. Further, as per the

Regulation 17(1)(b) of the SEBI Listing Regulations, every listed company is required to have at least one-third of its total strength of the Board of Directors as Independent Directors where Chairperson is a Non-Executive Director. As on the date of the Directors Report, your Company complies with these requirements.

Independent Directors Declaration

Definition of Independence of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. List of key skills, expertise and core competencies of the Board forms part of the Corporate Governance Report under this Integrated Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company. Independent Directors comply with the Code of Conduct for Directors, Senior Management & Employees of the Company.

As per regulatory requirements, all the Independent Directors have registered their names in the Independent Directors Databank, pursuant to provisions of the Companies Act,

2013 and rules made thereunder. Further, they are exempted from the requirement of passing the online proficiency selfassessment test.

Appointment/Re-appointment/Cessation of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Jens Schuler (DIN: 10422738) will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offer himself for reappointment. Jens Schuler has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing AGM. As per the opinion of your Directors, Jens Schuler possess requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution for re-appointment of Jens Schuler be passed with the requisite majority.

During the year under review, the Members of your Company in 62 nd Annual General Meeting confirmed the appointment/ re-appointment as follows:

a)Re-appointment of Andreas Schick (DIN: 09257160) as a Non-Executive Non-Independent Director.

b)Appointment of Eranti V. Sumithasri (DIN: 07087197) as Non-Executive Independent Director for the second term of 5 (Five) consecutive years.

During the year under review, following were the changes in the Board of Directors of the Company: a) Appointment of Eranti V. Sumithasri (DIN: 07087197) as Non-Executive Independent Director for the second term of 5 (Five) consecutive years from July 15, 2025, up to July 14, 2030.

b)Resignation of Dharmesh Arora, Non-Executive NonIndependent Director of the Company with effect from close of business hours of May 31, 2025.

c)Resignation of Amit Kalyani, Non-Executive Independent Director of the Company from the Directorship of the Company with effect from close of business hours of July 23, 2025.

As recommended by the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Maximilian Andreas Fiedler (DIN: 10406377) as an Additional Director (Non-Executive Non-Independent Director) of the Company, effective from January 1, 2026, subject to approval of the Shareholders.

Andreas Schick (DIN: 09257160), Non-Executive NonIndependent Director of the Company has tendered his resignation from the position of directorship of the Company with effect from close of business hours of March 31, 2026, as he is leaving Schaeffler Group.

There is no inter-se relationship between the Directors.

In terms of the SEBI Listing Regulations, your Company conducts the Familiarisation Programme for Independent Directors about insights to the Company, including nature of Industry in which the Company operates, business model of the Company, relevant information of business processes, business development, strategy and business plan of the Company. The details of the same can be found at .

Key Managerial Personnel (KMP)

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are acting as Key Managerial Personnel (KMP) of the Company:

1.Managing Director & Chief Executive Officer:

Harsha Kadam

2.Director-Finance & Chief Financial Officer:

Hardevi Vazirani

3.Company Secretary:

Ashish Tiwari

Meetings of Board of Directors

During the year under review, 5 (Five) meetings of the Board of Directors were held in compliance with the Companies Act, 2013 and SEBI Listing Regulations on -

Sr. No.	For Quarter ended	Date of Meeting
1.	December 2024	February 27, 2025
2.	March 2025	April 29, 2025
3.	June 2025	July 25, 2025
		September 30, 2025
4.	September 2025	October 31, 2025

The details of attendance of each Director at these meetings are provided in the Corporate Governance Report.

Policy on Nomination and Remuneration

The Companys Policy on Nomination and Remuneration of Directors and Senior Management is framed with the objectives as under:

1.To formulate criteria and advise the Board in matters of determining qualifications, competencies, positive attributes and independence of Directors and policies relating to their appointment and removal;

2.To review corporate goals and objectives, to set norms of performance evaluation and to lay out remuneration principles for Directors, KMP and Senior Management linked to their effort, performance and contribution towards achievement of organisational goals;

3.To evaluate performance and give recommendations to the Board on succession planning and remuneration payable to the Directors, KMP, Senior Management, and critical direct reportees to Senior Management as may be determined from time to time; and

4.To review and recommend to the Board measures to retain and motivate talent including KMP and Senior Management Personnel with a view to ensuring long-term sustainability and competitiveness of the organisation.

In addition to above, the Nomination and Remuneration Committee (NRC) may take up any other matters related to talent management in general upon the advice of the Board.

Nomination and Appointment of Directors and Senior

Management

Criteria and Qualification

A person to be appointed as Director, KMP or at Senior Management level should possess adequate relevant qualification, expertise and experience for the position that he/she is being considered. NRC evaluates whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position and makes appropriate recommendations to the Board of Directors. The Board independently evaluates the candidate, and if found suitable confirms the appointment.

Policy on Remuneration

1.The remuneration (including revisions) of Directors is recommended by NRC to the Board for its approval. The remuneration (including revisions) of the Directors, so recommended by NRC to the Board, should be within the limits specified under the Companies Act, 2013 read with the Rules thereunder and as approved by the Shareholders of the Company.

2.None of the Directors (including Independent Directors) shall be entitled to any stock option of the Company.

3.The remuneration to be paid to KMP and Senior Management is recommended by NRC to the Board for its approval.

The Nomination and Remuneration Policy of the Company is disclosed on the website at .

Formal Annual Performance Evaluation

Your Company believes that systematic performance evaluation of the Board, Committees, and the Directors contributes significantly to improve performance at 3 (Three) levels; i.e. Organizational, Board and Individual Board Member.

The Annual Performance Evaluation is based on inputs from all the Directors on a structured questionnaire covering various aspects such as expertise, experience, active participation,

leadership quality, constructive contribution, etc.

The evaluation is done as per the process and criteria of Annual Performance Evaluation recommended by the NRC and approved by the Board of Directors. Separate evaluation questionnaire for each category of evaluation viz. the Board, Committees of the Board, Chairperson of the Board and Directors (including Executive Directors, Non-Executive Non- Independent Directors and Non-Executive Independent Directors) have been prepared as per the process and criteria approved by the Board.

The questionnaire for each category of evaluation is circulated to all the Directors. Each question has 4 (Four) rating options i.e., 1 to 4. 1 denotes Need Improvement, 2: Fair, 3: Good and 4: Excellent.

The ratings of every question are averaged (averaged ratings) based on feedbacks received from the Directors. Further, average of all averaged ratings are considered as the rating for a particular question. Based on the outcomes of questionnaire, NRC carries out evaluation of all the Directors including Independent Directors. The Board carries out the evaluation of its own performance, each of the Committees and that of all Directors.

For the year 2025, the Board has carried out an Annual Performance Evaluation of its own and that of each of the Committees and all Directors including the Chairperson of the Company. NRC has also carried out evaluation of all the Directors including Independent Directors.

Assessment and observations on the Annual Performance Evaluation are discussed and key action areas for the Board, Committees and Directors are noted for implementation.

Outcome

The Performance Evaluation for the year 2025 of Directors, each of Committees and that of the Board have received ratings near excellent. NRC expressed its satisfaction to the overall process of Annual Performance Evaluation.

Meeting of Independent Directors

As per provisions of Schedule IV to the Companies Act, 2013, the Independent Directors are required to hold at least 1 (One) meeting in a financial year, without the attendance of Non-Independent Directors and members of management.

During the Financial Year 2025, the Independent Directors have held 1 (One) separate meeting on October 30, 2025.

Audit Committee

As on December 31, 2025, the Audit Committee was consisting of 5 (Five) Directors including 3 (Three) Independent Directors. N. V. Sivakumar is the Chairperson of the Audit Committee. The other members of the Audit Committee were Arvind Balaji, Eranti V. Sumithasri, Andreas Schick and Hardevi Vazirani. The Committee met 5 (Five) times during the year. The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are disclosed in the Report on Corporate Governance. There was no instance where the recommendation by the Committee was not accepted by the Board.

Andreas Schick ceased to be the Member of the Audit Committee effective from February 24, 2026.

Whistle-Blower Policy/Vigil Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act,

2013 and Regulation 22 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, your Company has a well-defined Whistle-Blower Policy and established vigil mechanism to provide for adequate safeguard against victimisation of Directors and employees who use the vigil mechanism. The vigil mechanism also provides for direct access to the Chairperson of Audit Committee in appropriate cases.

The Whistle-Blower/Vigil Mechanism Policy can be accessed on the Companys Website at .

Risk Management

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its development are identified and addressed on a timely basis. Report on Risk Management forms an integral part of this Integrated Annual Report.

Risk Management Committee

As on December 31, 2025, the Risk Management Committee was consisting of 5 (Five) Directors of the Company. Harsha Kadam was the Chairperson of the Committee. The other members of the Committee are Eranti V. Sumithasri, Andreas Schick, Jens Schuler and Hardevi Vazirani.

As of the date of this Directors Report, Andreas Schick ceased to be the Member of the Risk Management Committee effective from February 24, 2026 and Maximilian Andreas Fiedler, NonExecutive Non-Independent Director of the Company appointed as a Member and Chairperson of the Risk Management Committee effective from February 7, 2026.

Auditors Statutory Auditors

Statutory Auditors, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration Number:

001076N/ N500013) were appointed as Statutory Auditors of the Company at the 58 th Annual General Meeting (AGM) of the Company held on April 27, 2021 for a period of 5 (Five) consecutive years from the conclusion of the 58 th AGM till the conclusion of the 63 rd AGM of the Company.

The Audit Committee annually reviews and monitors the performance, independence of the Statutory Auditors and effectiveness of the audit process.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report.

The Board, on the recommendation of the Audit Committee, approved the appointment of Price Waterhouse, Chartered Accountants, LLP (Firm Registration Number 012754N/ N500016) as the Statutory Auditors of the Company for a period of five years from the conclusion of the ensuing 63 rd AGM till the conclusion of the 68 th AGM. The appropriate resolution seeking Shareholders approval for the appointment and remuneration of Price Waterhouse, Chartered Accountants, LLP (Firm Registration Number 012754N/N500016) as the Statutory Auditors of the Company forms part of the Notice convening the 63 rd AGM of the Company.

Reporting of Fraud

The Auditors of the Company have not reported any instances of fraud against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditors

M/s. Samdani Kabra & Associates, a firm of Company

Secretaries in Practice was appointed as Secretarial Auditors to carry out Secretarial Audit of the Company. In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed M/s. Samdani Kabra & Associates, a firm of Company Secretaries in Practice, (Firm Registration No.- P2002GJ013100 and Peer review No. 7107/2025) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the 62 nd AGM till the conclusion of the 67 th AGM of the Company. In terms of provisions of Section 204 of the Companies Act, 2013, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBIs circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, a Secretarial Audit Report has been annexed to this Report. (Annexure - A)

Secretarial auditors observation(s) in secretarial audit report and directors explanation thereto -

As on the date of the Secretarial Auditors Report, the composition of the Audit Committee is as per the applicable statutory requirements. However, the composition of Audit Committee was not in compliance with Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the guidance provided under Circular issued by the National Stock Exchange of India Limited (NSE) bearing circular Ref No: NSE/CML/2023/31 (NSE Circular), due to casual vacancy arose on July 23, 2025, consequent to the resignation of one Independent Director.

Directors explanation:

As on date, consequent to the resignation of one of the NonExecutive Non-Independent Director, who was also a member of Audit Committee, the composition of the Audit Committee is as per the guidance provided under NSE Circular and Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Cost Records and Cost Audit Maintenance of Cost Records

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.

Cost Audit

M/s. Y. S. Thakar & Co., Cost Accountants, as Cost Auditors were appointed to conduct the audit of the cost records of the Company for the financial year ended December 31, 2025. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors have reappointed M/s. Y. S. Thakar & Co., Cost Accountants to conduct Audit of Cost records for the Financial Year 2026.

As required under the provisions of the Companies Act,

2013, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Shareholders at the ensuing Annual General Meeting.

Corporate Social Responsibility (CSR)

Being a responsible Corporate Citizen, your Company is committed in fulfilling its social responsibilities. Guided by the prevailing regulatory requirements, the Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a Policy on CSR. The policy is available on the website of the Company at .

Your Companys CSR expenditure was 247.2 million i.e. 2% of the Average Net Profits of your Company made during 3 (Three) immediately preceding financial years. A summary of CSR Policy together with details of CSR activities undertaken by the Company during the year 2025 have been covered in the Integrated Annual Report on CSR activities, which is annexed to this Report. (Annexure - B).

Contracts and Arrangements with Related Parties

During the year, all the transactions with the Related Parties have been carried out in the ordinary course of business and based upon well set principles of arms length.

Omnibus Approval of the Audit Committee is obtained at the beginning of the year for the transactions which are of a foreseeable and repetitive nature. The details of all transactions executed with Related Parties are placed before the Audit Committee on a quarterly basis for its review or revision as the case may be and are also placed before the Board for its information. As per the applicable SEBI circulars and Industry Standard Note on Minimum information to be provided to the Audit Committee and Shareholders on Related Party Transactions, the Company provides the applicable disclosures to the Audit Committee and Shareholders.

The Related Party Transaction Policy of the Company is available on the website of the Company at .

A separate report containing details of Related Party Transactions carried out during the year is annexed to this Directors Report in prescribed form AOC-2. (Annexure - C)

Particulars of Employees and Related Disclosures

The disclosures pertaining to remuneration and other details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed to this Directors Report (Annexure - D).

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

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 have been annexed to this Directors Report (Annexure - E).

Annual Return

As per the provisions of Section 92(3) of the Companies Act, 2013, a copy of draft Annual Return of the Company for the financial year 2025 in the prescribed form MGT-7 has been placed on the website of the Company at .

Particulars of Loans, Investments, Guarantees and Securities

The particulars of loans and investments have been disclosed in notes to the Financial Statements. The Company did not give any guarantee or provide any security in connection with any loan.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a Policy against Sexual Harassment of Women at Workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at .

Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The Company is committed to provide protection against sexual harassment of women at workplace (including employee or any other women visiting worksite for any other purpose).

Status of complaints during the year 2025

No complaint was received during the FY 2025.

Confirmation under the Maternity Benefit Act 1961

The Company confirms material compliance of the provisions relating to the Maternity Benefit Act 1961.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that:

(a)In preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures from the same;

(b)The accounting policies have been selected and these have been applied consistently and made judgements 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 December 31, 2025 and of the profit of the Company for that period;

(c)Proper and sufficient care has been taken 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)Annual accounts of the Company have been prepared on a going concern basis;

(e)Internal Financial Controls have been laid down and being followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f)Proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and were operating effectively.

Adequacy of Internal Financial Controls

The Board of your Company has laid down Internal Financial Controls framework in accordance with the Committee of Sponsoring Organisations (COSO) framework, to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

The Risk Management Framework recognises the Internal Financial Controls as an integral part of its framework, provides well- documented policies and procedures that

are aligned with Schaeffler global standards and processes, adhere to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial disclosures.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that during the financial year ended December 31, 2025 had sound Internal Financial Controls.

These controls placed by the Company commensurate with the nature of its business and size and complexity of its operations and are adequate and operating effectively with no material weakness. This also identifies opportunities for any improvement and ensures that good practices are imbibed in the processes that develop and strengthen the internal financial control system and enhances the reliability of the Companys financial statements.

The key Internal Financial Controls and compliance systems have been documented, automated wherever possible and embedded in the respective business processes.

Compliance of Secretarial Standards

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority.

The Company has also transferred Shares in respect of which dividend amount remained unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time.

The details of unpaid/unclaimed dividend and the Shares transferred to IEPF Authority are available on the Companys website at .

Deposit

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

Subsidiaries, Joint Ventures and Associates

KRSV Innovative Auto Solutions Private Limited (Koovers) is the wholly owned subsidiary of the Company.

The highlights of performance of subsidiary & its contribution to the overall performance of the Company are provided in the Consolidated Financial Statements which form an integral part of this Integrated Annual Report.

The Company does not have any other Joint Venture or Associate Companies as defined in the Companies Act, 2013.

Significant and material orders Passed by the Regulators or the Courts or the Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations.

Other Disclosures

There are no proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016 during the year.

There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Acknowledgements

Your Directors express their gratitude for the continued cooperation and support extended by Schaeffler Group, the Shareholders, Customers, Suppliers, Distributors, Bankers and all Stakeholders. Your Directors also place on record their appreciation for the employees for their dedication, hard work and efforts.

	For and on behalf of the Board
	Eranti V. Sumithasri
Bengaluru	Chairperson
February 24, 2026	DIN: 07087197