SKF India Ltd Directors Report

Directors Report

Dear Members,

The Board of Directors of your Company are pleased to present the 65th Annual Report, with audited financial statements (Standalone and Consolidated) for the financial year ended on 31st March, 2026.

1. Summary - Financial Results (Standalone and Consolidated):

				INR in MINR ("Million")
	Year Ended		Year Ended
	31st March, 2026	31st March, 2025	31st March, 2026	31st March, 2025
	Standalone	Standalone	Consolidated	Consolidated
Revenue from Operations	21,295.9	18,453.4	37,633.9	49,199.2
Other Income	770.5	306.5	1,061.6	1,014.5
Total Income	22,066.4	18,759.9	38,695.5	50,213.7
Operating Expenditure	18,815.2	14,681.2	33,149.4	41,752.6
Depreciation	630.2	527.2	779.8	830.8
Profit before exceptional items and tax from continuing operations	2,621.0	3,551.5	4,766.3	7,630.3
Exceptional Items	271.0	-	431.2	-
Share of Net Profit/(loss) of Associate	-	-	(1.3)	1.7
Less: Tax expenses	1,177.8	918.3	1,674.4	1,972.9
Profit after Tax from continuing operations (A)	1,172.2	2,633.3	2,659.4	5,659.1
Discontinuing operations:			-	-
Profit before exceptional items and tax from discontinuing operations	2144.6	4,079.6
Less: Exceptional items	160.2	0
Less: Tax expense of discontinuing operation	496.5	1,054.7
Profit after exceptional items and tax from discontinuing operations (B)	1,487.9	3,024.9	-	-
Profit after Tax from continued & discontinued operations (C=A+B)	2,660.1	5,658.1	2,659.4	5,659.1
Other Comprehensive Income from Continuing Operations (D)	(29.6)	(86.8)	(13.3)	(80.1)
Other Comprehensive Income from Discontinued Operations (E)	16.3	6.7	-	-
Total Comprehensive Income for the Period (C+D+E)	2,646.8	5,578.0	2,646.1	5,579.0

2. Operations:

The Standalone Revenue from operations of the Company for the year ended on 31st March 2026, stood at INR 21,295.9 Million compared to INR 18,453.4 Million in the previous year. The Companys Standalone Profit before Tax for the year under review was INR 4,765.6 Million (includes profit from continuing operation INR 2,621 Million and profit from discontinuing operation INR 2,144 Million) compared to INR 7,631.0 Million (includes profit from continuing operation INR 3,551.5 Million and profit from discontinuing operation INR 4,079 Million) in the previous year.

The Standalone Profit after Tax for continuing operation for this period was INR 1,172.2 Million, compared to INR 2,633.3 Million during the previous year.

The Company incurred a capital expenditure of INR 2,291.9 Million during the year.

3. Standalone and Consolidated Financial Statements:

The standalone and consolidated financial statements of the Company for FY 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) including Indian Accounting Standards specified under Section 133 of the Act. The audited standalone and consolidated Financial Statements together with the Auditors Report thereon forms part of the Annual Report for FY 2025-26.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the associate companies forms a part of the Annual Report as Form No. AOC - 1 enclosed as Annexure - E.

The Financial Statements of the associate company shall be made available to Members on request through email and are also available on the website of the Company, which can be accessed at https://www. skf.com/in/investors/skf-india-ltd in the Board Outcome, Financial Results and Annual Report section.

4. Material changes and commitments if any, affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company i.e. 31st March, 2026 to which the financial statements relate and up to the date of this report.

There was no change in the nature of the business of the Company.

5. State of Companys Affairs:

The Company empowers global enterprises with its latest technology for the next decade today. The Companys core businesses include manufacturing of bearings and their components in India. SKF India Limited is an affiliate of the Sweden-based SKF Group, which was founded in 1907. SKF Group started its operations in India in 1923 and continues to provide industry-leading automotive and industrial engineered solutions through its five technology-centric platforms: bearings and units, seals, mechatron- ics, lubrication solutions and services. Over the years, the Company has evolved from being a pioneer ball bearing manufacturing company to a knowledge-driven engineering company helping customers achieve sustainable and competitive business excellence.

SKF Groups solutions provide sustainable ways for companies across the automotive and industrial sectors to achieve breakthroughs in friction reduction, energy efficiency, and equipment longevity and reliability. With a strong commitment to research-based innovation, SKF India Limited offers customised value-added solutions that integrate all its five technology platforms.

The Boards of Directors of the Company and of SKF India (Industrial) Limited, at their respective meetings held on 26th December, 2024, approved the Scheme of Arrangement (‘the Scheme) between SKF India Limited (‘Demerged Company) and SKF India (Industrial) Limited (‘Resulting Company) and their respective shareholders and creditors for the demerger of Industrial Business into a Company on a going concern basis (as defined in the Scheme), subject to requisite statutory and regulatory approvals under Sections 230-232 of the Companies Act, 2013.

During the FY 2025-26, pursuant to a scheme of arrangement entered into between SKF India Limited (‘the Company, ‘demerged company), its shareholders, creditors and SKF India (Industrial) Limited (‘resulting company), the Company has taken a key strategic step by demerging its Industrial Business and the Automotive business. The scheme of arrangement was approved by the shareholders of the company on 14th July, 2025 and by the Honble National Company Law Tribunal on 26th September, 2025.

The Demerger was undertaken to inter-alia enable the Demerged Company and the Resulting Company to operate independently, pursue distinct growth strategies, improve efficiency, enhance strategic flexibility, de-risk both the Automotive and Industrial businesses, and unlock value for shareholders while providing clearer visibility into each businesss performance.

The Scheme was approved by the Honble National Company Law Tribunal, Mumbai Bench vide its Order dated 26th September, 2025. The Appointed Date and Effective Date of the Scheme is 01st October, 2025.

The demerger has formally separated SKF Indias business into two focused entities viz.

SKF India (Industrial) Limited ("Industrial Business") and SKF India Limited ("Automotive Business") - each equipped with independent boards and governance structures.

- SKF Industrial will drive growth across manufacturing, railways, renewables, cement and heavy engineering sectors, and

- SKF Automotive will concentrate on supporting Indias evolving mobility ecosystem across EV, two-wheeler and wheel-end bearings segments

Both the entities will continue to leverage SKFs global technology ecosystem, digital capabilities and sustainability focus, while operating with strategic autonomy to drive performance and innovation.

Change in Promoter:

SKF (UK) Ltd and SKF Forvaltning AB were holding 31,29,581 Equity Shares (6.33%) and 1,96,423 Equity Shares (0.4 %) respectively in SKF India Limited, same were transferred to Aktiebolaget SKF (‘AB SKF) on 1st October, 2025. Post which AB SKF holds 2,59,92,059 Equity Shares (52.58%). Necessary pre and post compliances were done within prescribed timelines.

On 22nd December, 2025 AB SKF holding 2,59,92,059 Equity Shares (52.58%) transferred its entire holding to SKF Interim AB which is a wholly-owned subsidiary of AB SKF.

As on 22nd December, 2025, SKF Interim AB (now known as SKF Vertevo AB) held 2,59,92,059 Equity shares (52.58%) and continues to hold the same as on 31st March, 2026. Necessary pre and post compliances were done within prescribed timelines.

The aforesaid disclosures are available on the Companys website at https://www.skf.com/in/inves- tors/skf-india-ltd/shareholder-information

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report as Annexure - A.

6. Transfer to Reserves:

The Board of Directors decided to retain the entire amount of profit for FY 2025-26 in the profit and loss account. No amount was transferred to the General Reserves of the Company.

7. Dividend:

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. For the FY 2025-26, the Company has declared a final dividend of INR 40 per equity share of face value INR 10 each for its shareholders.

FY 2025-26 was a Historic year, with the completion of demerger which has formally separated SKF Indias business into two focused entities viz. SKF India (Industrial) Limited ("Industrial Business") and SKF India Limited ("Automotive Business").

The Board of Directors at their meeting held on 13th May, 2026 has recommended the payment of INR 40 /- per equity share of the face value of INR 10/- each as the final dividend for the financial year ended 31st March, 2026, compared to INR 14.5 per equity share for the preceding financial year ended 31st March, 2025. The pay-out is expected to be INR 1,977.6 Million, the payment of the final dividend is subject to the approval of the shareholders of the Company at the ensuing 65th Annual General Meeting (‘AGM) of the Company to be held on 14th August, 2026.

As per the Income Tax Act, 1961 (‘the Act), as amended by the Finance Act, 2020, dividends paid or distributed by a company after 1st April, 2020, shall be taxable in the hands of the shareholders.

The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR), the Dividend Distribution Policy approved by the Board is available on the Companys website:

https://www.skf.com/binaries/pub12/Imag- es/0901d196809a6abb-Dividend-Distribution-Poli- cy-SKF-India-Feb-2017 tcm 12-526433.pdf

The policy is also part of the Annual Report as Annexure - L.

During this financial year, the unclaimed dividend amount pertaining to the dividend for FY 2018-19 was transferred to the Investor Education and Protection Fund (‘IEPF).

8. Record Date:

The Company has fixed Friday, 03rd July, 2026 as the record date, for the purpose of determining the eligibility of the shareholders for payment of the dividend for the financial year ended 31st March, 2026.

9. Share Capital Structure and Listing of Shares:

The paid-up share capital of the Company as of 31st March 2026, is INR 494.38 Million - divided into 4,94,37,963 equity shares of INR 10/- each. The Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

During the year under review, there was no change in the share capital of the Company from the last financial year.

The shares are actively traded on the BSE and NSE and have not been suspended from trading.

The Company has not issued any shares with differential voting rights or sweat equity shares during

FY 2025-26. As of 31st March 2026, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

10. Awards and Accolades:

Your Directors are pleased to share that during the year under review, your Company continued its tradition of excellence and was honoured with several awards and recognitions, reaffirming its strong foothold in the Indian manufacturing industry. The following are some of the notable achievements:

• Pune

a) Platinum Award - 18th CII Poka Yoke Competition 2025 (Alarm Type Poka Yoke, Online)

b) Platinum Award - 18th CII Poka Yoke Competition 2025 (Shutdown Type Poka Yoke, Online)

c) Gold Award - 18th CII Poka Yoke Competition 2025 (Control Type Poka Yoke, Online)

d) Silver Award - 18th CII Poka Yoke Competition 2025 (Control Type Poka Yoke, Online)

e) Gold Award - 52nd CII National Kaizen Competition 2025 (Renovative Category, Online)

f) Gold Award - 52nd CII National Kaizen Competition 2025 (Breakthrough Category, Online)

g) Gold Award - 52nd CII National Kaizen Competition 2025 (Innovative Category, Online)

h) Silver Award - QCFI Energy Conservation Competition 2025 (Pune)

• Bengaluru

a) Gold Award - QCFI 8th Conclave on Poka Yoke

b) Gold Award - CII 6th National Technology Competition

c) Platinum Award - CII 22nd National Competition

d) Gold Award - QCFI 34th Chapter Convention

e) Gold Award - ICQCC International Convention 2025 (Taipei)

f) Excellence Award - NCQC 39th National Convention on Quality Concepts

g) Gold Award - CII 55th National Kaizen Competition

h) Silver Award - CII 55th National Kaizen Competition

• Haridwar

a) Gold Award - QCFI Kaizen Competition (Haridwar)

b) Gold Award - CII National Competition (Online)

c) Gold Award - QCFI Kaizen Competition (Haridwar)

d) Gold Award - QCFI Kaizen Competition (Haridwar)

e) Gold Award - ICQCC International Convention (Taipei)

f) Excellence Award - NCQC National Convention on Quality Concepts (Greater Noida)

g) Excellence Award - NCQC National Convention on Quality Concepts (Greater Noida)

h) Gold Award - QCFI Kaizen Competition (Haridwar)

i) Gold Award - QCFI Kaizen Competition (Haridwar)

11. Managements Discussion and Analysis and Outlook:

The Managements Discussion and Analysis (MDA) Report giving the details on review of operations, performance, opportunities, and outlook of the Company, as required under Corporate Governance guidelines, has also been incorporated as a separate section forming a part of the Annual Report as Annexure-A.

12. Corporate Governance:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximising shareholder value legally, ethically, and sustainably. Our Corporate Governance Report for FY 2025-26 forms part of this Annual Report.

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR). The Corporate Governance Report, together with a certificate from the Companys Statutory Auditors confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report as Annexure-B.

At SKF India Limited, the Board exercises its fiduciary responsibilities in the widest sense of the term.

Our disclosures seek to attain the best practices in international corporate governance. Pay-offs from strong governance practices have been in the sphere of valuations, stakeholders confidence, market capitalisation and recognition from different stakeholders.

13. Directors and Key Managerial Personnel:

a) Changes in Directors:

i. Appointments:

During FY 2025-26, based on the recommendation of Nomination and Remuneration Committee (‘NRC) of the Company, the Board of Directors have appointed Mr. Antonio Molle (DIN: 11400478), Mr. Bastian Thomas (DIN: 11414682) and Mr. Magnus Lennart Prick (DIN: 11342653) as Additional Directors on the Board with effect from 13th January, 2026, and the shareholders approved their appointment as Directors liable to retire by rotation via a Postal Ballot conducted in that matter which was concluded on 17th March, 2026.

Mr. Antonio Molle, Mr. Bastian Thomas and Mr. Magnus Lennart Prick are not debarred or disqualified from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated 20th June, 2018, issued by the BSE and NSE.

ii. Changes in designation:

As informed in the Outcome of Board meeting dated 30th September, 2025, due to the change in role of Mr. Mukund Vasudevan pursuant to the demerger, he resigned from the position of the Managing Director with effect from the closure of business hours of 30th September, 2025 and on the recommendation of Nomination and Remuneration Committee, he was appointed as Non-Executive, Non-Independent Director w.e.f. 1st October, 2025 on the Board, and the necessary shareholders approval was obtained by the Company within prescribed timeline as per SEBI LODR. Mr. Mukund Vasudevan is not debarred or disqualified from holding the office of Director by virtue of any order issued by SEBI or any other such authority(ies). Further, he is not related to any of the Directors or Key Managerial Personnel or Promoters of the Company.

Further, in the Board Meeting dated 30th September, 2025, due to the resignation of Mr. Mukund Vasudevan, the board has appointed Mr. Shailesh Sharma (DIN: 09493881) as the Managing Director of the Company w.e.f. 1st October, 2025 to hold the office for a period of five years i.e., till 30th September, 2030. The necessary shareholders approval was also obtained by the Company within the prescribed timeline as per SEBI LODR. Mr. Shailesh Shar- ma is not debarred or disqualified from holding the office of Director by virtue of any order issued by SEBI or any other such authority(ies). Further, he is not related to any of the Directors or Key Managerial Personnel or Promoters of the Company.

iii. Resignations:

Due to their other pre-occupancies and commitments, Mr. Mukund Vasudevan, Mr. Karl Robin Joakim Landholm and Ms. Kerstin Enochsson resigned from the post of Director (Non-Executive, Non-Independent) of the Company with effect from the closure of the business hours of 12th January, 2026.

iv. Retirement by rotation:

According to the provisions of section 152(6) of the Companies Act, 2013, Mr. Magnus Lennart Prick is liable to retire by rotation as he has been the longest in office since his last appointment on 13th January, 2026. Mr. Magnus Lennart Prick, being eligible has offered himself for re-appointment as a Director of the Company. The proposed resolution for his re-appointment forms part of notice convening Annual General Meeting.

b) Changes in Key Managerial Personnel:

As mentioned above, due to the change in role of Mr. Mukund Vasudevan in SKF India Limited, pursuant to the demerger, he resigned from the position of the Managing Director w.e.f. the closure of business hours of 30th September, 2025. The board has appointed Mr. Shailesh Sharma as the Managing Director of the Company w.e.f. 01st October, 2025 to hold the office for a period of five years i.e., till 30th September, 2030 on the recommendation of Nomination and Remuneration Committee. Necessary shareholders approval was obtained by the Company within the prescribed timeline as per SEBI LODR.

During the FY 2025-26, pursuant to the demerger of the Company and pursuant to their change in role in the organisation, Mr. Ashish Saraf, Chief Financial Officer and Mr. Ranjan Kumar, Company Secretary and Compliance Officer resigned from their respective roles w.e.f. the closure of business hours of 30th September, 2025.

Further, Ms. Aashi Arora was appointed as the Interim Chief Financial Officer and Ms. Mayuri Kulkarni was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 01st October, 2025.

During the year under review and till the date of this meeting, apart from the above-stated facts, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

14. Declaration from Directors:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company, Mr. Gopal Subramanyam (DIN: 06684319) and Ms. Anu Wakhlu (DIN: 00122052), have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and 25(8) of the SEBI LODR. They are also in compliance with Rule 6 (1) and (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act 2013 as well as the Code of Conduct for Directors and Senior Management Personnel.

All other Directors (including Executive & Non-Executive, Non-Independent) of the Company have also provided declarations on the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated 20th June, 2018, issued by the BSE and NSE.

The Board of Directors of the Company is of the opinion that the Independent Directors possess a high level of integrity, expertise, and experience, which are beneficial to the Company and its stakeholders.

15. Contribution of Independent Directors to the Growth of the Company:

The Board of Directors of the Company strategically comprises of Independent Directors from different domains which adds value to the Company. Every Independent Director with his/her expertise and integrity has earned a vast experience and reputation in the industry. Our Independent Directors are experts in Industry Experience, Sector Specific knowledge, Finance, Marketing, Strategic Thinking, Regulatory Laws, and Leadership skills as mentioned in the Corporate Governance Report which is a part of this document as Annexure -B. These domains are integral part of every business and therefore the collective expertise of these board members ensures that we are up to the mark with the global leaders in terms of ethics, corporate governance, best industry practices, transparency and technology. The online proficiency self-assessment test of Independent Directors conducted by Indian Institute of Corporate Affairs ensures that the skills and knowledge is appropriate and beneficial to the Company. Both the Independent Directors have successfully passed the test.

16. Key Managerial Personnels:

In terms of Section 203 of the Act, the following are the Key Managerial Personnels (KMPs) of the Company as on 31st March, 2026:

• *Mr. Shailesh Sharma, Managing Director (w.e.f. 1st October, 2025)

• Ms. Aashi Arora, Interim Chief Financial Officer (w.e.f. 1st October, 2025)

• Ms. Mayuri Kulkarni, Company Secretary and Compliance Officer (w.e.f. 1st October, 2025)

*Mr. Shailesh Sharma was a Whole-Time Director till 30th September, 2025 and was appointed as a Managing Director on the recommendation of the Nomination and Remuneration Committee w.e.f. 01st October, 2025.

17. Meetings of Board and its Committees:

Regular meetings of the Board and its Committees are held to discuss and decide on various policies, strategies, financial matters, and other businesses. The schedule of the Board/Committee Meetings which were held in the calendar year 2025 was circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

Due to business exigencies, the Board has also been approving proposals by circulation from time to time.

During FY 2025-26, 5 (five) meetings of the Board of Directors were held. The details of meetings of the Board and Committees such as the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee, are included in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure -B.

Details of the latest committee members are also available on website of the Company https://www.skf. com/in/investors/skf-india-ltd/operating-committees

18. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, the Board Committees, and individual directors pursuant to the provisions of the Act and SEBI LODR, as amended from time to time.

The process followed for Board evaluation includes:

i) Feedback is sought from each Director about their views on the performance of the Board (as a whole)/ Committees/Independent Directors/ Chairperson/self-assessments, covering various relevant criteria such as degree of fulfilment of key responsibilities, effectiveness of Board processes, participation levels, culture, strategy, risk management, Corporate Governance and responsibilities to various Committees, etc.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from various Directors, including the assessment of individual directors by the Chairperson.

iii) The Independent Directors (post their meeting) share their collective feedback on the performance of the Board with the Board Members.

iv) Significant highlights, learnings, and action points arising out of the evaluation are presented to the Board and action plans are drawn up wherever required.

The Directors express their satisfaction with the entire evaluation process.

19. Familiarisation Programme:

The details of the training and familiarisation programme are provided in the Corporate Governance Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website.

Over the years, the Company has developed a robust familiarisation process for the Independent Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the industry, the risks and opportunities, the new products, innovations, sustainability measures, digitisation measures, etc.

Details of the Familiarisation Programme for Independent Directors are explained in the Corporate Governance Report and is also available on the Companys website at https://cdn.skfmediahub.skf.com /api/pub- lic/09ad997b83973140/pdf preview medium/ Familiarization Programme of Independent Directors 2025-26 pdf preview medium.pdf

20. Appointment of Directors and Remuneration Policy:

The Company has in place a policy for the remuneration of Directors, Key Managerial Personnel, and Senior Management Team as well as a well-defined criterion for the selection of candidates for appointment to the said positions. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non-Executive Directors, Key Managerial Personnel, and Senior Management Team.

The Appointment of Directors and Remuneration Policy is available on the Companys website at https://cdn.skfmediahub.skf.com/api/public/0901d- 19680cbc6e6/pdf preview medium/0901d- 19680cbc6e6 pdf preview medium.pdf

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors, Key Managerial Personnel, and Senior Management Team is given in this Report.

21. Audit Committee:

The Audit Committee is constituted in terms of the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, comprises of 3 (three) members.

The Committee is chaired by Ms. Anu Wakhlu (Independent Woman Director). The other Members of the Committee are Mr. Gopal Subramanyam (Independent Director) and Mr. Magnus Lennart Prick (Non-Executive, Non-Independent Director). Two-third members of the Committee are Independent Directors.

Details of the roles and responsibilities of the Audit Committee, the particulars of meetings held, and the attendance of the Members at such meetings during the year are given in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure -B.

During the year under review, the recommendations made by the Audit Committee were accepted by the Board.

22. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee constituted in terms of the requirements of the Section 135 of Companies Act, 2013, comprises of 3 (three) members. The Committee is chaired by Mr. Shailesh Sharma (Managing Director). The other Members of the Committee are Mr. Gopal Subramanyam (Independent Director) and Ms. Anu Wakhlu (Independent Director). Two-third members of the Committee are Independent Directors.

Details of the roles and responsibilities of the Corporate Social Responsibility Committee, the particulars of meetings held, and attendance of the Members at such meetings during the year are given in the Report on Corporate Governance, which forms a part of the Annual Report as Annexure-B .

CSR Policy is also disclosed on the website of the Company at:

https://cdn.skfmediahub.skf.com/api/pub- lic/094308225693c64d/pdf preview medium/

SKF India Limited CSR Policy-20260427095120 pdf preview medium.pdf

During the year under review, the recommendations made by the Corporate Social Responsibility Committee were accepted by the Board.

23. Corporate Social Responsibility:

The Companys objective is to foster more capable, inclusive, and resilient communities through a collaborative approach that recognises the unique needs of marginalised communities. We strive to catalyse positive change in the communities where we operate, aiming to make a meaningful difference from the perspective of those we serve. Our social strategy is integrated with our core business strategy, aiming to empower communities and the environment and generate shared value across our footprint. Aligned with two of our business core values of care and collaboration, our social strategy endeavours to empower communities and promote planetary sustainability.

The Company has been actively engaged in various CSR activities over the years, which cover the entire gamut of community welfare and sustainable environmental activities across the nation. The thrust areas under CSR inter-alia included Education, Empowerment and Environment.

The Corporate Social Responsibility (CSR) Committee reviews and monitors the CSR projects and expenditures undertaken by the Company. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company under the CSR Policy during the year under review are set out in the Annual Report on CSR Activities & CFO Certificate which forms a part of the Annual Report as -Annexure-C

The total unspent CSR amount for the FY 2025-26 under review is Nil.

24. Risk Management Committee:

Risk is inherent in all businesses and the key to success is to anticipate risks and deploy an appropriate framework to manage them. In todays world, the external and internal environment is changing at an ever-increasing pace and which, in turn, requires businesses to not only manage the existing risks but anticipate emerging risks and deploy mitigating strategies on a continuous basis. Embracing the upside risk opportunities combined with deploying the mitigation strategies are key to success.

The Risk Management Committee (RMC) receives regular insights through its corporate governance structure, which has enabled and empowered its management, on risk exposures faced by the organisation, thereby enabling it to provide inputs on prompt actions to be taken as well as monitor the actions taken. The Board is also updated regularly on the risk assessment and mitigation procedures.

The Companys governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess, and leverage business opportunities and manage risks effectively. There is also a comprehensive framework for strategic planning, implementation, and performance monitoring of the business plan, which inter alia includes a well-structured Enterprise Risk Management (ERM) process.

The risks that fall under the purview of high likelihood and high impact are identified as key risks.

This structured process of identifying risks supports the Management Team in strategic decision-making and in the development of detailed mitigation plans. The identified risks are then integrated into the Companys planning cycle, which is a rolling process to, inter alia, periodically review the movement of the risks and the effectiveness of the mitigation plan. Your Company has constituted a Risk Management Committee, which oversees risk management activities. The Companys risk management initiatives are periodically updated to the Audit Committee and Board of the Company. The Companys assets continue to be adequately insured against the risk of fire, riot, earthquake, terrorism and the risk of loss of profits also stands insured among other things. In addition, adequate coverage has been taken to cover product liability, public liability and Directors and officer liability. Also, all the employees are covered against the risk of loss of life, hospitalisation and personal accident.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the SEBI LODR. Risk Management Policy is hosted on the website of the Company at: https://cdn.skfmediahub.skf.com/api/public/ 095c302acd7c7849/pdf preview medium/Risk Management Policy pdf preview medium.pdf

A section on risk management practices of the Company forms a part of the ‘Management Discussion and Analysis which forms a part of the Annual Report as Annexure-A .

25. Safety/Sustainability:

a) Safety:

At SKF India, the safety, health and wellbeing of employees, contractors and business partners remain a core organisational priority. During FY 2025-26, the Company continued to strengthen its Environment, Health and Safety (EHS) framework through a structured, peoplecentric and systemdriven approach aligned with SKF Group standards and applicable statutory requirements.

The Company progressed on its multiyear EHS culture transformation roadmap, with focused interventions on leadership engagement, employee capability building, behavioural safety, and continuous improvement. Safety culture pulse surveys were deployed across manufacturing locations to identify sitespecific risks and improvement priorities, supported by plantlevel safety champions driving local ownership. Handson learning was reinforced through expanded Safety Skill Centres and simulation based training, including machine safety and finger injury prevention. Regular leadership-led safety communication and recognition initiatives further strengthened awareness and positive safety behaviours.

SKF India maintained robust compliance through an integrated management system aligned with internationally recognised standards, including ISO 45001, ISO 14001, and ISO 50001. Compliance assurance was reinforced through periodic audits, structured tracking of EHS performance indicators and defined governance forums, enabling consistent implementation across locations while addressing site-specific risks.

A proactive, prevention-focused approach to risk management was embedded in daily operations, including standardized risk assessments, machine safety upgrades, near-miss reporting and structured incident investigations. Targeted programmes such as cluster-wide machine safety initiatives and operator-driven Safety Pulse Survey actions translated frontline feedback into tangible risk reduction measures.

Training, emergency preparedness, and employee well-being remained key focus areas through mandatory inductions, functional safety training, emergency drills, ergonomic improvements, and health awareness initiatives. As a result of sustained efforts, SKF India maintained zero fatalities during the year and recorded continued improvement in key safety performance indicators, reinforcing its commitment to safe, healthy, and responsible operations.

b) Sustainability

Sustainability continues to remain central to all initiatives across the SKF Group, playing a critical role in the journey towards Intelligent and Clean SKF.

SKFs sustainability strategy is anchored on three key focus areas:

• Climate Transformation

• Circularity

• Responsible Business

As part of its green manufacturing agenda, SKF is driving initiatives focused on:

• Net Zero GHG emissions

• Zero Waste to Landfill

• Water Neutrality

• Product and Process Circularity to improve material efficiency

These initiatives aim to minimise environmental impact across manufacturing operations, products, and services while contributing to climate action.

Key Green Manufacturing Initiatives

SKF has rolled out multiple initiatives across its operations, including:

• Fossil fuel elimination to reduce

Scope 1 emissions

• Energy efficiency improvements to reduce

Scope 2 emissions

• Renewable energy sourcing to reduce

Scope 2 emissions

• Reduction of logistics and supplier manufacturing emissions to address

Scope 3 emissions

• Water conservation programs

• Oil and chemical consumption reduction

• Waste elimination through recycling, reuse, and reprocessing

SKF has committed to the Science Based Targets initiatives Net Zero program, with targets to:

• Achieve 100% decarbonization of manufacturing processes by 2030

• Reach Net Zero GHG emissions across the full value chain by 2050

Decarbonisation Progress

Pune, Bangalore and Haridwar have achieved their decarbonisation status which means reducing the overall emissions by more than 95% based on the Group threshold level.

Renewable Energy Progress

As a topmost priority, SKF built 100% renewable energy sourcing capabilities in the form of various solar and wind solar hybrid projects to ensure Scope 2 emissions are eliminated for all manufacturing sites ensuring adherence to RE100 standards. SKF India has sourced 100% of manufacturing energy from renewable sources.

Supply Chain Decarbonization

SKFs sustainability team is working closely with procurement and logistics teams to reduce upstream and downstream Scope 3 emissions.

Key actions include:

• ESG assessments of suppliers

• Gap identification and action planning for supplier compliance

• Supplier sustainability workshops for steel mills, forging, ring, and indirect material suppliers

• Implementation of long-term GHG reduction roadmaps

The target is to reduce the Scope 3 Purchased Material emissions by 35% by 2030 from 2019 levels.

Sustainable Logistics

SKFs logistics team is driving initiatives to reduce emissions by 32% by 2030 (base year: 2019) through:

• Air freight reduction projects

• Lane optimisation

• Last-mile road transport reduction initiatives

• Improving CNG fleet

Water Stewardship

Given that several manufacturing sites operate in water-stressed regions, SKF is focused on:

• Achieving Water Neutrality by 2028

• Zero water discharge through ETP/STP treatment and reuse

• Rainwater harvesting and storage enhancement

• Freshwater consumption reduction

Bangalore and Haridwar site have already been certified as Water Positive through third party certification.

Circularity and Waste Reduction

SKF continues to strengthen circular manufacturing through:

• Coolant and chemical recycling initiatives

• Installation of a Recond Oil for hydraulic oil reuse

• Sludge compacting systems for coolant recovery

• Recycling of grinding dust at Bangalore and Haridwar plants

Packaging and Waste Management

To reduce packaging-related waste, SKF has implemented:

• Packaging optimisation projects with suppliers and customers

• "Segregation at Source" across manufacturing sites and offices

• Elimination of Single use plastic across sites

• Plastic recycling under Extended Producer Responsibility (EPR)

• Achieved over 80% recycling of total waste generated across sites

26. Internal Controls with Respect to Financial Statements:

The Company has proper and adequate policies and procedures in place. These procedures ensure reliability and efficient conduct of business. Periodic review and control mechanisms ensure the effectiveness and adequacy of the internal control systems that the

Company operates in. Additionally, it views internal audit as a vital part of management control systems.

It helps keep the management informed about the existence and efficacy of the control systems and processes in the organisation.

The management has implemented an effective three (3) lines of defence to monitor controls - first at the Management level, second by implementing an effective internal control system monitored by the Internal Controls team and, third by Internal Audits.

The Company, during the year, reviewed its Internal Financial Control (IFC) systems. It continually worked towards establishing a more robust and effective IFC framework. Being part of the SKF Group, the Company adheres to SICS (SKF Internal Control Standards).

This is a customised control system required to be adhered to, across the globe, by all SKF companies. The standards specified by SICS are an integral part of the standard operating procedures for all business functions.

A great extent of emphasis is placed on having compensating controls within the process, minimising deviations and exceptions. The Internal Controls team verifies the existence of adequate controls and test them. The Internal Audit function conducts Process Audits.

The Company also undergoes periodic audits by specialised external professional firms. Risks/improve- ment areas, identified in the audits, are reviewed and mitigation plans are put in place. The status of implementation of action plans for all major observations is submitted to Audit Committee for review.

The Audit Committee reviews reports submitted by the management and audit reports submitted by Internal and Statutory Auditors. The Audit Committee also meets Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems. Based on the Committees evaluation, it was concluded that as of 31st March 2026, the internal financial controls were adequate and operating effectively.

The Company has complied with the specific requirements as laid down under Section 134(5)(e) of the Companies Act, 2013. It calls for the establishment and implementation of an Internal Financial Control framework that supports compliance with the requirements of the Act concerning the Directors

Responsibility Statement. Adequacy of controls of the processes is also being reviewed by the Internal Controls function. Suggestions to further strengthen the processes are shared with the respective process owners. Any significant findings, along with management response and status of action plans, are periodically shared with and reviewed by the Audit Committee.

27. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Act:

a) in the preparation of Annual Accounts for the year ended 31st March 2026, the applicable accounting standards have been followed and there are no material departures.

b) Appropriate accounting policies have been selected 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 of 31st March, 2026, and of the profit of the Company for the period ended 31st March, 2026.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 are being followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) Proper system to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

28. Related Party Transactions:

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Company has formulated a Policy on Related Party Transactions (Policy) which is also available on the Companys website at https://cdn.skfmediahub.skf.com/api/pub- lic/09f1bb38ac70a34d/pdf preview medium/09f1b- b38ac70a34d pdf preview medium.pdf

The Policy is reviewed by the Audit/ Board of Directors of the Company at regular intervals latest updated on 5th February, 2026. The objective of the Policy is to ensure proper approval, disclosure, and reporting of transactions as applicable, between the Company and any of its related parties. The Audit Committee (only Independent Directors) of the Company has granted omnibus approval for the Related Party Transactions (RPTs) which are of repetitive nature and/or entered in the Ordinary Course of Business and are at arms length. The Audit Committee also reviews all RPTs on a quarterly basis in line with the omnibus approval granted by them and ratify accordingly.

All transactions with related parties during the year were on an arms length basis and were in the ordinary course of business. The Company has entered into transactions with related parties, which are material in nature, i.e., exceeds limits mentioned in Schedule XII "A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year", in this case does not exceed Consolidated Turnover of the Listed Entity threshold of upto INR 20,000 Crores i.e. 10% of the annual consolidated turnover of the listed entity with necessary approval from the Audit Committee, Board of Directors and Shareholders. The particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) in the prescribed Form No. AOC-2, in accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, which forms a part of the Annual Report as Annexure - D

The disclosures related to RPTs in accordance with accounting standards are also provided in the Financial Statements.

None of the Directors and the Key Managerial Personnel have any pecuniary relationships or transactions with the Company except as disclosed in the Annual Report.

A confirmation as to the compliance of Related Party Transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance.

The Company has submitted half yearly basis Related Party Transactions under Regulation 23(9) of SEBI LODR within the prescribed timeline with Stock exchanges and the same is published on the website of the Company.

29. Subsidiaries, Joint Venture and Associates Companies:

As of 31st March, 2026, the Company has 2 (two) Associate Companies, i.e., Sunstrength Renewables Private Limited and Clean Max Taiyo Private Limited. Further, there are no subsidiaries or joint venture companies.

The statement containing the salient features of the Financial Statements of the Companys subsidiaries/ joint ventures/ associates are given in Form AOC-1, which forms a part of the Annual Report as Annexure-E.

Further, pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with relevant documents are available on the website of the Company at https://www.skf.com/in/investors/ skf-india-ltd

30. Vigil Mechanism/Whistle-blower Policy:

Over the years, the Company has established a reputation for doing business with integrity and displaying zero tolerance for any form of unethical behaviour.

The Company has in place a system through which Directors, employees, and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, and violation of the Companys code of conduct without fear of reprisal. Your Company has framed a Vigil Mechanism Policy in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI LODR wherein the employees are free to report any improper activity resulting in violation of laws, rules, regulations or code of conduct by any of the employees directly to the Chairperson of the Audit Committee besides others. The Boards Audit Committee oversees the functioning of this policy. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis.

During the year under review, the Company reached out to employees through the Workshops, training sessions, e-learning modules, and, periodic compliance communications to create greater awareness with respect to its Code of Conduct including - Fair Competition Directive, Insider Trading, Anti-bribery, and Anti-Corruption Directive. This has helped in achieving a high level of engagement and compliance among the employees. The Vigil Mechanism Policy aims to:

• Allow and encourage stakeholders to bring to the Managements notice, concerns about unethical behaviour, malpractice, wrongful conduct, actual or suspected fraud or violation of policies, and leak or suspected leak of any unpublished price-sensitive information;

• Ensure timely and consistent organisational response;

• Build and strengthen a culture of transparency and trust;

• Provide protection against victimisation.

The above mechanism has been appropriately communicated within the Company across all levels and the details of the policy have been disclosed on the Companys website and can be accessed at https://cdn.skfmediahub.skf.com/api/ public/0901d196809a699a/pdf preview medi- um/0901d196809a699a pdf preview medium.pdf

31. Business Responsibility and Sustainability Report (BRSR):

The fulfilment of environmental, social and governance responsibility is an integral part of the way your Company conducts its business. The detailed Business Responsibility and Sustainability Report covering the above initiatives has been prepared in accordance with Regulation 34 of SEBI LODR along with additional assessment/assurance undertaken by the Company for BRSR Core, which forms a part of the Annual Report as Annexure-M .

32. Deposits:

The Company has not accepted or renewed any deposits falling under the ambit of Chapter V of the Companies Act, 2013 and the Rules framed thereunder. No amount on account of principal or interest on deposits from the public was outstanding as of 31st March, 2026.

33. Statutory Auditors:

At the 61st Annual General Meeting of the Company, M/s Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years till the conclusion of the 66th Annual General Meeting of the Company to be held in the year 2027, on such remuneration as may be decided by the Audit Committee/Board of Directors of the Company from time to time.

M/s Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018), have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms a part of the Annual Report of FY 2025-26. There are no observations, qualifications, reservations, adverse remarks or disclaimers of the Auditors in their Audit Report that may call for any explanation from the Board of Directors.

34. Secretarial Auditor and Secretarial Compliance Report:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendations of the Audit Committee and the Board of Directors, the shareholders have appointed M/s J. B. Bhave & Co., Company Secretaries, as the Secretarial Auditor for conducting Secretarial Audit of the Company for a period of five financial years i.e. from FY 2025-26 to FY 2029-30.

The Secretarial Auditors have submitted their report for the financial year ended 31st March, 2026, in Form No. MR-3 which forms a part of the Annual Report as Annexure - F . The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation/observation, or adverse remarks. During the year under review, the Company is in compliance with the applicable Secretarial Standards, specified by the Institute of Company Secretaries of India (ICSI).

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 08th February, 2019 read with Regulation 24A of SEBI LODR, all listed entities shall, additionally, on an annual basis, submit a report to the stock exchange(s) on compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder within 60 days of the end of Financial Year. Such report shall be submitted by the Company Secretary in practice to the Company in the prescribed format.

The Company has received an Annual Secretarial Compliance Report from M/s J.B. Bhave & Co., Company Secretaries for the Financial Year ended 31st March, 2026 and it will be submitted to the stock exchange(s) by 30th May, 2026 and will be updated on the website of the Company. Certificate forms a part of the Annual Report as Annexure - G.

A certificate from M/s J. B. Bhave & Co., Company Secretaries regarding compliance with regulation 34(3) of sub-regulation 10(i) - Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of the Annual Report as Annexure-H.

35. Cost Records and Cost Auditor:

a) Maintenance of Cost Records

The Company is required to maintain cost records under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.

b) Cost Audit

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, M/s. Joshi Apte & Associates, Cost Accountants (Firm Reg. No. 000240), Cost Accountants were appointed as Cost Auditors of the Company for FY 202526 by the Board of Directors on the recommendation of the Audit Committee. The Cost Auditors had confirmed by giving their written consent that their appointment meets the requirement of Section 141 of the Companies Act, 2013.

The Cost Audit Report for the FY 2025-26 will be filed by the Company with the Ministry of Corporate Affairs on or before the due date.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor, as approved by the Board of Directors on the recommendation of the Audit Committee, is required to be placed before the Members in a general meeting for its ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s Joshi Apte and Associates, Cost Auditor for FY 2026-27 is included in the Notice convening the 65th Annual General Meeting.

36. Reporting of Fraud by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor nor the Cost Auditor has reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

37. Significant and material orders passed by the Regulators or Courts or Tribunals:

During the FY 2025-26, on the application of the Company, the Honble National Company Law Tribunal, Mumbai Bench, approved the scheme of arrangement between SKF India Limited (‘demerged company) and SKF India (Industrial) Limited (‘resulting company) and passed the order for approving the scheme of arrangement on 26th September, 2025.

Other than the above order, no other significant and material order(s) were passed by the Regulators or courts or tribunals.

38. Particulars of Employees:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of the Annual Report as Annex- ure - I.

The statement containing names of the top 10 employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at investorIndia@skf.com .

None of the employees listed under the said rules are related to any Director of the Company.

There were no instances of remuneration or commission received by a managing or whole-time director from the Companys holding or subsidiary company during the relevant financial year requiring disclosure under section 197(14) of the Companies Act, 2013.

39. Industrial Relations:

The Company enjoys harmonious and healthy industrial relations due to its vibrant work culture and believes in a collaborative approach at work. This mutual trust and caring spirit helps in maintaining a harmonious environment across all business units. The enthusiasm and unstinting efforts of employees have enabled the Company to remain in the leadership position in the industry.

40. Transfer of Equity Shares/Unpaid and Unclaimed Amounts to IEPF:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and subsequent amendment thereof, the amount of dividends, which remained unpaid or unclaimed for a period of seven years from the due date, is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During the Financial Year, the Company has accordingly transferred INR 24,98,628/- (Rupees Twenty-Four Lakhs Ninety-Eight Thousand Six Hundred and Twenty-Eight only) being the unpaid and unclaimed dividend amount pertaining to the year 201718 to the IEPF in September, 2025.

As per the IEPF Rules, all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority within a period of 30 days of such shares becoming due to be transferred to the IEPF. Accordingly, the Company has transferred all the shares pertaining to the year 2017-18 to the IEPF Authority in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more after following the prescribed procedure.

Further amount due in respect of FY 2018-19 and shares where dividend had remained unpaid for the last 7 (seven) consecutive years will be transferred to the IEPF within the stipulated time period. The Company has sent individual notices to the concerned shareholders, whose shares and dividends are liable to be transferred to the IEPF Authority to their latest available addresses. The Company has also published necessary newspaper Advertisement and intimated to the Stock exchange such advertisements.

The Company has displayed full details of such shareholders, dividends, and shares on its website at https://cdn.skfmediahub.skf.com/api/public/ 09b336a976108445/pdf preview medium/Outstand- ing Dividend for 7 Consecutive Years from 2019 to 2025 pdf preview medium.pdf .

Shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.

41. Particulars of Loans, Guarantees or Investments:

The particulars of loans given, investments made or guarantee/security provided are disclosed in the financial statements. No fresh loan was given during the financial year under report. The Company did not give any guarantee or provide any security in connection with any loan.

Please refer Note 6 of financial statements for investments under Section 186 of the Companies Act, 2013.

42. Annual Return:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 a copy of the annual return of the Company for the Financial Year ended 31st March, 2026 has been placed on the website of the Company. The same can be accessed by any person through the below given weblink: https://www.skf.com/in/investors/skf-india-ltd/finan- cial-results

43. Policy on Prevention of Sexual Harassment at Workplace:

At SKF India, we strive to create an environment where there is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, or age.

At SKF India Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of the Company. The Company also has in place a Prevention of Sexual Harassment Policy. This is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, and trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of the Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. This has been widely communicated internally and is uploaded on the Companys intranet portal.

Internal committees comprising management staff across locations and an external member are in place. These include a majority women members to redress complaints relating to sexual harassment.

The employees are sensitised from time to time in respect of matters connected with the prevention of sexual harassment. Awareness programmes are conducted at unit levels to sensitise the employees to uphold the dignity of their colleagues at the workplace. The Company conducted an e-learning programme for white-collar employees and in-person training for Blue Collar employees for all factory locations in the local language during calendar year to cover various aspects of the subject matter:

Below are details of the Complaints:

Sr. No.	Particulars	Remarks
1.	Number of complaints pending as on the beginning of FY 2025-26	0
2.	Number of complaints of sexual harassment received in the FY 2025-26	0
3.	Number of complaints disposed-off during the FY 2025-26	0
4.	Number of complaints pending for more than 90 days	0

ICC Committee details are provided in the Posh Policy The PoSH Policy is available on the website of the Company at:

https://cdn.skfmediahub.skf.com/api/public/ 09f6859e030abf49/pdf preview medium/SKF India Limited Policy on Prevention of Sexual Harassment at Workplace pdf preview medium.pdf

44. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo, forms a part of the Annual Report as Annexure - J.

45. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors, and Secretarial Auditors:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31st March, 2026.

The Report of Statutory & Secretarial Auditors for the Financial Year ended 31st March, 2026 is also unmodified.

46. Proceeding under Insolvency and Bankruptcy Code, 2016:

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during FY 2025-26.

47. The details of the difference between the amount of the valuation done at the time of the one-time settlement and the valuation done while taking a loan from the banks or financial institutions, along with the reasons thereof:

During the year under review, the Company has not made any such settlement; therefore, the same is not applicable.

48. Code Of Conduct for Board and Senior Management:

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Companys website at:

https://cdn.skfmediahub.skf.com/api/pub- lic/0901d196809a6aba/pdf preview medi- um/0901d196809a6aba pdf preview medium.pdf

All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to Regulation 26 (3) read with part D of the Schedule V of the SEBI LODR signed by the Managing Director to this effect forms part of the Annual Report as Annexure - K.

49. Disclosure under Maternity Benefit Act, 1961

The Company complied with the provisions of the Maternity Benefit Act, 1961, ensuring that eligible women employees receive their statutory entitlements. These benefits reflect your Companys commitment in creating a compliant, inclusive and supportive workplace that prioritises the health and well-being of expecting and new mothers.

50. Compliance with Secretarial Standards:

The Board of Directors, to the best of its knowledge, affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively relating to Meetings of the Board and its Committees, and meeting of members which have mandatory application during the year under review.

51. Cautionary Statement:

Statements in this ‘Directors Report and ‘Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.

52. Acknowledgements:

The Directors express their deep sense of gratitude to the Principals, SKF Vertevo AB/SKF Group, customers, members, suppliers, employees, bankers, business partners/associates and all other stakeholders for their exemplary and valued contribution and look forward to their continued assistance in future.

	For and on behalf of the Board
	SKF India Limited
	Gopal Subramanyam
	Chairperson
Date: 13th May, 2026	& Independent Director
Place: Pune	DIN:06684319