SKP Bearing Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 5th (Fifth) Boards Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March 2026.

1. Financial Performance / Highlights

The financial performance of the Company for the year under review is summarised below: Standalone ( in Lakhs, except EPS)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	8,070.08	5,260.08
Other Income	542.61	123.73
Total Income	8,612.69	5,383.81
Total Expenditure	6,554.48	3,644.67
Profit Before Tax (PBT)	2,058.21	1,739.14
Less: Current Tax	460.41	353.36
Less: Deferred Tax	92.33	83.21
Less: Prior Period Tax	4.85
Net Profit After Tax (PAT)	1,500.62	1,302.57
Earnings Per Share Basic ( )	9.04	7.85
Earnings Per Share Diluted ( )	9.04	7.85

Consolidated ( in Lakhs, except EPS)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	10,271.25	7,032.69
Other Income	439.39	70.84
Total Income	10,710.64	7,103.53
Total Expenditure	10,065.48	6,369.61
Profit Before Tax (PBT)	645.16	733.92
Less: Current Tax	460.41	353.36
Less: Deferred Tax	92.33	83.21
Less: Prior Period Tax	4.85
Net Profit After Tax (PAT)	87.57	297.35
Earnings Per Share Basic ( )	0.53	1.79
Earnings Per Share Diluted ( )	0.53	1.79

2. State of Companys A airs and Operations

On a standalone basis, revenue from operations grew by approximately 53% to 8,070.08 Lakhs (previous year 5,260.08 Lakhs), and net profit after tax increased to 1,500.62 Lakhs (previous year 1,302.57 Lakhs). On a consolidated basis, revenue from operations grew to 10,271.25 Lakhs (previous year 7,032.69 Lakhs); however, consolidated profit after tax declined to 87.57 Lakhs (previous year 297.35 Lakhs), primarily on account of the net loss recorded by the Companys wholly-owned subsidiary, SKP Bearing Industries Limited France, during the year. A detailed review of operations is set out in the Management Discussion and Analysis Report forming part of this Annual Report.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the financial year 2025-26 in the Statement of Profit and Loss, and does not propose to transfer any amount to the General Reserve.

4. Dividend

With a view to conserving resources for the future growth of the Company, your Directors have not recommended any dividend for the year under review.

There is no amount that is required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125(2) of the Companies Act, 2013.

5. Changes in Share Capital

The paid-up equity shares capital of the Company as at 31st March 2026 was 16,60,00,000 comprising 1,66,00,000 equity shares of 10 each. The Company has not made any allotment of shares during the year under review, and there has been no change in the capital structure during the year.

6. Subsidiaries, Joint Ventures and Associate Companies

The Company has one wholly-owned subsidiary, SKP Bearing Industries Limited France. The Company does not have any joint venture or associate company within the meaning of the Companies Act, 2013. A statement containing the salient features of the financial statements of the subsidiary in Form AOC-1, pursuant to the first proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure A. Conservation of

7. Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Your company has taken steps to conserve energy. Steps have been taken to identify the areas of excessive energy consumption. Checks have been made to strengthen these areas and timely preventive maintenance has also been carried out to conserve energy.

Conservation of energy:

(i) The steps taken or impact on the conservation of energy The company has already installed tools/equipment for conservation of electricity.

(ii) The steps taken by the Company to utilize alternate sources of energy There are Windmills & solar energy as alternate source of energy.

(iii) The capital investment in energy conservation equipment The Company/Board have few proposals for additional investment in this regard.

During the year, the Company generated the following energy from renewable (windmill) sources, resulting in a corresponding saving in conventional energy:

Sr.No. Energy generated / saved Wind Mill	FY 2025-26
01 Units (nos.)	10,45,339
02 Amount (Rs.)	80,72,783
03 Rate per unit (Rs.)	7.7226

Technology absorption:

(i) The benefits derived like product improvement, cost reduction, product development or import substitution The company has taken necessary steps to acquire technologies during the year as require.

(ii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The company has not imported any technologies during the year. (iii) The expenditure incurred on Research and Development Nil

(C) Foreign Exchange Earnings and Outgo

Particulars	FY 2025-26 ( in Lakhs
Foreign Exchange Earnings (exports and others)	75.15
Foreign Exchange Outgo (imports and others)	273.97

8. Significant Events after the Balance Sheet Date

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report, and no significant events after the Balance Sheet date require disclosure.

9. Change in the Nature of Business

There has been no change in the nature of the Companys business during the year under review.

10.Material Orders Passed by Regulators, Courts or Tribunals

No significant or material orders have been passed by any Regulator, Court or Tribunal which could impact the going-concern status of the Company or its future operations.

11. Internal Financial Control Systems and their Adequacy

The Company has aligned its internal financial control systems with the requirements of the Companies Act, 2013. The controls are commensurate with the size and nature of the Companys operations and are designed to provide reasonable assurance regarding the reliability of financial and operational information, compliance with applicable statutes, safeguarding of assets against unauthorised use, and execution of transactions with proper authorisation. Management assessed the effectiveness of the internal financial controls over financial reporting as at 31st March 2026 through management review, internal audit and statutory audit. During the year, internal audit was conducted on the basis of a risk-based internal audit plan approved by the Audit Committee, and significant observations, together with follow-up actions, were reported to the Audit Committee.

12.Public Deposits

The Company has neither invited nor accepted any deposits from the public or its members within the meaning of Sections 73 to 76 of the Companies Act, 2013, and there are no outstanding deposits as at 31st March 2026.

13.Statutory Auditors and Auditors Report

M/s Dipak P. Shah & Co., Chartered Accountants (FRN: 112132W), were appointed as the Statutory Auditors of the Company for a term of ve consecutive years commencing from the financial year 2021-22. M/s Dipak P. Shah & Co. have resigned / ceased to hold oce as Statutory Auditors of the Company. On the recommendation of the Audit Committee, the Board has recommended the appointment of M/s Jain P.C. and Associates, Chartered Accountants (Firm Registration No. 126313W), Ahmedabad, as the Statutory Auditors of the Company, in their place, for a term of ve consecutive years from the conclusion of the ensuing 5th Annual General Meeting until the conclusion of the 10th Annual General Meeting, subject to the approval of the Members.

The incoming Auditors have con rmed their eligibility under Sections 139 and 141 of the Companies Act, 2013 and that they hold a valid Peer Review Certificate. A resolution for their appointment forms part of the Notice convening the Annual General Meeting.

14.Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board appointed Mr. Sandeep Suhas Sabne, Chartered Accountant, on 30th August, 2025, (M No 108267) as the Internal Auditor of the Company for the financial year 2025-26.

15.Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company appointed M K Chokshi & Associates, Practicing Company Secretaries, proprietor, CS. Mansi Chokshi, Practising Company Secretary, as the Secretarial Auditor of the Company. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure D and forms an integral part of this Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark.

16.Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company. Since the Companys CSR obligation for the year is below 50.00 Lakhs, the Company is not required to constitute a CSR Committee under the proviso to Section 135(1), and the CSR functions are discharged by the Board of Directors.

The average net profit of the Company computed under Section 135(5) is 1,779.32 Lakhs, and the prescribed CSR expenditure (2% thereof) is 35.59 Lakhs. During the financial year 2025-26, the Company spent 35.59 Lakhs on CSR activities through its implementing agency, Shri Foundation (CSR Registration No. CSR00037744), and Lankesh International Foundation (CSR Registration No. CSR00007571) on the maintenance of historical monuments and the promotion of education and health care. The balance unspent amount nil. The report on CSR activities in the prescribed format is annexed to this Report as Annexure B.

17. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March 2025 is available on the Companys website at https://www.skpbearings.com/annual-returns/ . Further post this Annual General Meeting the Annual return for 31st March, 2026, shall be uploaded on the said web-link.

18.Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015, and that there has been no change in the circumstances affecting their status as Independent Directors.

19. Board Evaluation

The Nomination and Remuneration Committee and the Board have adopted a methodology for evaluating the performance of the Board, its Committees, the Independent Directors and the Non Independent Directors, which includes criteria such as Board composition and structure, effectiveness of Board processes, and the contribution of individual directors. The evaluation of the performance of the Board, its Committees, every Director and the Chairman for the financial year 2025-26 has been completed in accordance with the adopted methodology.

20. Directors and Key Managerial Personnel

At the 4th Annual General Meeting held on 12th August 2025, the Members approved the re appointment of Mr. Shrinand Kamlakar Palshikar (DIN: 08992832) as an Executive Director, together with the overall maximum remuneration payable to him. During the year, Mr. Kishorbhai Chhanalal Parikh resigned as an Independent Director, and in his place Mr. Gautam Ganguly was appointed as an Additional (Non-Executive Independent) Director. Mrs. Sangita Shrinand Palshikar, Non- Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

21.Number of Meetings of the Board

During the year under review, 13 (Thirteen) meetings of the Board of Directors were held, and the gap between two consecutive meetings did not exceed the limit prescribed under the Companies Act, 2013. Proper notice was given for each meeting, the proceedings were duly recorded, and signed Minutes were maintained.

Sr . No.	Total No of Directors as on date of meeting	Attendance
Date of Meeting		No. of Directors Attended	% of Attendance
1. 28/05/2025	4	4	100%
2. 16/06/2025	4	4	100%
3 26/06/2025	4	3	75%
4 18/07/2025	4	4	100%
5 08/08/2025	4	4	100%
6 30/08/2025	4	3	75%
7 30/09/2025	4	3	75%
8 5/10/2025	4	3	75%
9 12/11/2025	4	4	100%
10 25/11/2025	4	3	75%
11 16/12/2025	4	3	75%
12 19/12/2025	4	3	75%
13 30/12/2025	4	3	75%
14 5/01/2026	4	3	75%
15 13/02/2026	4	4	100%
16 06/03/2026	4	3	75%
17 31/03/206	4	4	100%

22. Audit Committee

The Audit Committee is constituted in accordance with Section 177 of the Companies Act, 2013 read with the applicable Rules. During the year under review, 4 (four) meetings of the Audit Committee were held, and all the recommendations of the Committee were accepted by the Board.

Consequent upon the resignation of Mr. Kishorbhai Chhanalal Parikh as an Independent Director and the appointment of Mr. Gautam Ganguli as an Independent Director, both with effect from 31st March 2026, the Audit Committee was reconstituted. The composition of the Committee during the financial year, and as reconstituted, is set out below.

4 (four) meetings of the Audit Committee were held during the year. As below:

Sr . No.		Attendance
Date of Meeting	Total No of Directors as on date of meeting	No. of Directors Attended	% of Attendance
1. 28/05/2025	3	3	100%
2. 08/08/2025	3	3	100%
3 12/11/2025	3	3	100%
4 13/02/2026	3	3	100%

(a) Composition during FY 2025-26 (up to 30th March 2026):

Name	Nature of Directorship	Designation
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mr. Shrinand Kamlakar Palshikar	Managing Director	Member

(b) Composition reconstituted with effect from 31st March 2026:

Name	Nature of Directorship	Designation
Mr. Gautam Ganguly	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mr. Shrinand Kamlakar Palshikar	Managing Director	Member

23.Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with the applicable Rules and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, 1 meeting(s) of the Nomination and Remuneration Committee were held on 08/08/2025 Consequent upon the resignation of Mr. Kishorbhai Chhanalal Parikh as an Independent Director and the appointment of Mr. Gautam Ganguli as an Independent Director, both with effect from 31st March 2026, the Nomination and Remuneration Committee was reconstituted. The composition of the Committee during the financial year, and as reconstituted, is set out below. a) Composition during FY 2025-26 (up to 30th March 2026):

Name	Nature of Directorship	Designation
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mrs. Sangita Shrinand Palshikar	Director	Member

(b) Composition reconstituted with effect from 31st March 2026:

Name	Nature of Directorship	Designation
Mr. Gautam Ganguly	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mrs. Sangita Shrinand Palshikar	Director	Member

24.Nomination and Remuneration Policy

The Board has formulated a Policy laying down the framework for the selection and appointment of Directors, Key Managerial Personnel and Senior Management and for determining their quali cations, positive attributes and independence, together with a Policy on remuneration. The Policy is available on the Companys website at https://www.skpbearings.com/FileUpload/Corporate_Policies/Nomination_and_Remuneration_Policy .pdf

25.Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with Section 178(5) of the Companies Act, 2013, as the number of shareholders, debenture-holders, deposit-holders and othersecurity-holders of the Company exceeds one thousand at during the financial year. During the year under review, 1 meeting of the Stakeholders Relationship Committee were held on 08/08/2025 Consequent upon the resignation of Mr. Kishorbhai Chhanalal Parikh as an Independent Director and the appointment of Mr. Gautam Ganguli as an Independent Director, both with effect from 31st March 2026, the Stakeholders Relationship Committee was reconstituted. The composition of the Committee during the financial year, and as reconstituted, is set out below. a) Composition during FY 2025-26 (up to 30th March 2026):

Name	Nature of Directorship	Designation
Mr. Kishorbhai Chhanalal Parikh	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mrs. Sangita Shrinand Palshikar	Director	Member

(b) Composition reconstituted with effect from 31st March 2026:

Name	Nature of Directorship	Designation
Mr. Gautam Ganguly	Non-Executive Independent Director	Chairman
Mr. Rajeev Vinayak Lokare	Non-Executive Independent Director	Member
Mrs. Sangita Shrinand Palshikar	Director	Member

26.Particulars of Loans, Guarantees and Investments

Details of loans given, guarantees provided and investments made under Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements.

27.Related Party Transactions

All contracts, arrangements and transactions entered into by the Company with related parties during the year under review were on an arms length basis and in the ordinary course of business. The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, are annexed to this Report as Annexure C.

28.Managerial Remuneration

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including the ratio of the remuneration of each Director to the median remuneration of the employees and the percentage increase in remuneration of each Director and Key Managerial Personnel are set out in Annexure E to this Report. The remuneration paid to the Directors and Key Managerial Personnel during the year is within the overall limits approved by the Members and is in accordance with the Nomination and Remuneration Policy of the Company and Schedule V of the Companies Act, 2013.

29.Particulars of Employees

The statement containing the particulars of employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure E to this Report. During the year, no employee was in receipt of remuneration in excess of the limits specified under the said Rules.

30.Reporting of Fraud

The Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the year under review.

31.Vigil Mechanism / Whistle-Blower Policy

The Company has established a Vigil Mechanism, which incorporates a Whistle-Blower Policy, to enable Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Policy is available on the Companys website at https://www.skpbearings.com/FileUpload/Corporate_Policies/Vigil_Mechanism_&_Whistler_Blower_ Policy.pdf.

32.Risk Management

The Company has a risk-management framework to identify, measure and mitigate business risks and opportunities. The framework seeks to create transparency, minimise adverse impact on business objectives and enhance the Companys competitive advantage, and helps in managing market, credit and operational risks.

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the constitution of a Risk Management Committee are not applicable to the Company.

33.Cost Records and Cost Audit

The Company is not required to maintain cost records or to appoint a cost auditor under Section 148 of the Companies Act, 2013 in respect of the products manufactured by the Company for the period under review.

34.Prevention of Sexual Harassment at the Workplace

The Company has in place a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint was received during the year, and no complaint was pending as at 31st March 2026.

35.Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

36.Directors Responsibility Statement

Pursuant to Section 134(3)c read with Section 134(5) of the Companies Act, 2013, your Directors state that: in the preparation of the annual financial statements for the year ended 31st March 2026, the applicable accounting standards have been followed, and there are no material departures; the Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of a airs of the Company as at 31st March 2026 and of the profit of the Company for the year ended on that date; the Directors have taken proper and sucien t care 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; the Directors have prepared the annual financial statements on a going-concern basis; the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37.Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions of this nature during the year: (i) issue of equity shares with differential rights, sweat equity shares or under any employee stock option scheme; (ii) any remuneration or commission received by the Managing Director / Whole-time Directors from any subsidiary; and (iii) any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

38.Acknowledgements

Your Directors take this opportunity to thank the Companys customers, shareholders, vendors and bankers for their continued support, and place on record their appreciation for the dedicated efforts and contribution of all employees of the Company.

For and on behalf of the Board of Directors
SKP BEARING INDUSTRIES LIMITED

Sd/-	Sd/-
SHRINAND KAMLAKAR PALSHIKAR	SANGITA SHRINAND PALSHIKAR
Chairman & Managing Director	Director
DIN: 08992832	DIN: 09054303

Place: Surendranagar
Date: 25th August, 2026