SKF India (Industrial) Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors of your Company are pleased to present the 2^nd Annual Report, with audited financial statements for
the financial year ended on 31^st March, 2026.

The Company''s shares were Listed w.e.f. 5^th December, 2025 and accordingly the Company is a listed entity. Considering the
same, the provisions of the SEBI (Listing Obligations & Disclosure Requirement) Regulation 2015 (LODR) became applicable
to this Company for the period starting from 5^th December, 2025 to 31^st March, 2026.

1. Financial Highlights:

	Year Ended
	31st March, 2026	31st March, 20251
Revenue from Operations	34,403.6	7,206.01
Other Income	591.2	126.6
Total Income	34,994.8	7,332.7
Operating Expenditure	30,507.3	5,596.0
Depreciation	313.8	92.7
Profit before exceptional item and tax	4,173.7	1,644.0
Exceptional items	1,961.0	-
Provision for Taxation	36.0	430.9
Profit after Tax	2,176.7	1,213.1
Other Comprehensive Income	38.1	24.3
Total Comprehensive Income for the Period	2,214.8	1,237.4

2. State of Company’s Affairs:

The Company was incorporated on 17^th December,
2024 with a vision to empower global enterprises
through advanced, future-ready technologies
designed to address the needs of the next decade.
SKF India (Industrial) 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 it is primarily engaged in the manufacturing and
supply of high-quality bearings and their components
in India, serving diverse industrial and automotive
applications.

The Company operates as a technology-driven
organisation, committed to delivering innovative,
efficient, and sustainable engineering solutions.
Its product and service portfolio is built around an

integrated technology approach encompassing
bearings and units, seals, mechatronics, lubrication
systems, and allied services.

Through its solutions, the Company aims to support
customers in enhancing operational performance by
reducing friction, improving energy efficiency, and
increasing equipment reliability and longevity. The
Company places strong emphasis on research-led
innovation and continuous improvement, enabling it
to offer customised, value-added solutions tailored to
specific customer and industry requirements.

With a customer-centric approach and focus on
sustainability, the Company is well-positioned to
contribute to the advancement of the industrial
sectors while creating long-term value for all its
stakeholders.

Demerger of Industrial business of SKF India
Limited into the Company

Your Company was incorporated on 17^th December,

2024, as a wholly owned subsidiary of SKF India
Limited for the purpose of carrying on the Industrial
business, as part of SKF Group''s global separation of
its Automotive and Industrial businesses.

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

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 business''s
performance.

The Scheme was sanctioned by the Hon''ble National
Company Law Tribunal, Mumbai Bench vide its Order
dated 26^th September, 2025. The Appointed Date and
Effective Date of the Scheme is 1^st October, 2025.

Changes in Share Capital of CompanyAuthorised share capital:

The members approved the increase in authorised
capital of the Company from 150,000 (One Lakh Fifty
Thousand) equity shares of INR 10/- (Rupees Ten only)
each aggregating to INR 1,500,000/- (Rupees Fifteen
Lakh only) to 50,000,000 (Five Crores) equity shares
of INR 10/- (Rupees Ten only) each aggregating to
INR 500,000,000/- (Rupees Fifty Crores only) vide
its Extra Ordinary General Meeting held on 20^th May,
2025 by passing an Ordinary Resolution.

Paid-up Share Capital:

Upon the Scheme becoming effective, on 17^th October,

2025, Company allotted 49,437,963 fully paid-up
equity shares of INR 10/- each to the members of SKF
India Limited as on the Record Date (i.e 15^th October,
2025), in accordance with the share entitlement ratio

of 1 (One) fully paid-up equity share of INR 10/- (Indian
Rupees Ten only) each of the Resulting Company for
every 1 (One) fully paid-up equity share of INR 10/-
(Indian Rupees Ten only) each held in the Demerged
Company (‘Share Entitlement Ratio''), as set out in the
Scheme. The entire pre-scheme share capital of INR
MINR 0.1 of the Company held by SKF India Limited
was cancelled pursuant to the Scheme. The Company
ceased to be SKF India Limited''s wholly owned
subsidiary.

Listing at BSE Limited and National Stock Exchange
of India Limited

In terms of the Scheme, Company''s shares were listed
on BSE Limited (Scrip Code: 544572) and the National
Stock Exchange of India Limited (Symbol: SKFINDUS)
on 5^th December, 2025, marking its commencement
as an independent listed entity positioned to pursue
growth in the Industrial business segment.

3. Operations:

The Revenue from operations of the Company for
the year ended on 31^st March, 2026 stood at INR
34,403.6 Million compared to INR 7,206.1 Million in the
previous period (17^th December, 2024 to 31^st March,
2025). The Company''s Profit before Tax for the year
under review was INR 2,212.7 Million compared to
INR 1,644.0 Million in the previous period (17^th
December, 2024 to 31^st March, 2025).

The Profit after Tax for this period was INR 2,176.7
Million, compared to INR 1,213.1 Million during the
previous period (17^th December, 2024 to 31^st March,
2025).

The Company incurred a capital expenditure of
INR 2,397.02 Million during the year.

4. 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.

5. Dividend:

The Board of Directors has recommended a Dividend
of INR 10/- per equity share having face value of INR
10/- each to its shareholders for financial year ended
31^st March, 2026. The Dividend would be paid subject
to the approval of the Members at the ensuing 2^nd
Annual General Meeting of the Company to be held on
13^th August, 2026.

The record date is Friday, 3^rd July, 2026 , for the purpose
of determining the eligibility of the shareholders for
payment of the dividend for the financial year ended
31^st March, 2026.

Dividend income is taxable in the hands of the
Members/Shareholders and the Company is required
to deduct tax at source (“TDS") from dividend
payments in accordance with the provisions of the
Income-tax Act, 2025 (“IT Act, 2025").

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 Company''s website:https://cdn.
skfmediahub.skf.com/api/public/09b078cfe6ebb749/
pdf preview medium/Dividend Distribution Policy
pdf preview medium.pdf

6. Share Capital Structure and Listing of Shares:

The paid-up share capital of the Company as of 31^st
March, 2026, is 494.38 MINR - divided into 49,437,963
equity shares of INR 10/- each. The Company''s equity
shares are listed on the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE).
During the year under review, on 17^th October, 2025,
Company allotted 49,437,963 fully paid-up equity
shares INR 10/- each of the Company to the members
of SKF India in accordance with the share entitlement
ratio of 1 (One) fully paid-up equity share of INR
10/- (Indian Rupees Ten only) each of the Resulting
Company for every 1 (One) fully paid-up equity share
of INR 10/- (Indian Rupees Ten only) each held in the
Demerged Company (‘Share Entitlement Ratio'') set
out in Scheme. Accordingly, the entire pre scheme
equity share capital of 0.1 Million held by SKF India
Limited in the Company was reduced and cancelled
pursuant to the Scheme and the Company ceased to
be wholly owned subsidiary of SKF India Limited.

Your Company got listed on BSE Limited (Scrip Code:
544572) and the National Stock Exchange of India
Limited (Symbol: SKFINDUS) on 5^th December, 2025.
The shares are actively traded on the BSE and the
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 31^st March, 2026, none of
the Directors of the Company hold any instruments
convertible into equity shares of the Company.

7. Subsidiary, Holding, Joint Ventures and Associates

The entire pre demerger scheme equity share capital
held by SKF India Limited in the Company was
reduced and cancelled pursuant to the Scheme of
Arrangement and the Company ceased to be wholly
owned subsidiary of SKF India Limited.

The Company does not have any Subsidiaries, Joint
Ventures and Associates companies, accordingly
the disclosure in Form AOC 1 pursuant to provisions
of Section 129 (3) of the Act read with Rule 5 of
Companies (Accounts) Rules, 2014 as amended, is
not applicable to the Company for FY 2025-26.

8. Awards and Accolades:

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

Key Recognitions: FY 2025-26Quality Excellence and Poka-Yoke

• 18^th CII Poka-Yoke Competition 2025: Secured
Platinum Awards for alarm and shutdown-type
error-proofing solutions.

• Control-type Poka-Yoke: Earned Gold and Silver
recognitions for meticulous implementation of
error-proofing standards.

• CII Champion Trophy: Recognised with Jury
Champion Awards specifically in Poka-Yoke
categories.

Continuous Improvement and Kaizen

• CII National Kaizen Competitions (52^nd &
54^th): Won multiple Gold and Silver Awards
across renovative, breakthrough, innovative, and
restorative categories.

• CII Challenger Trophy: Earned Star, Jury, and
Super Challenger Awards across diverse themes
including restorative, control, and MURI.

• CII Champion Trophy: Achieved Star and Jury
Champion Awards for excellence in driving
systematic improvement initiatives.

• QCFI Kaizen Competition (Pune): Awarded Gold
for high-impact case study presentations.

Quality Circles and Operational Excellence

• CCQC Competition (QCFI, Pune): Secured
multiple Gold Awards for case studies, alongside
Silver and Bronze recognitions for poster and
slogan categories.

• 39^th National Convention on Quality Concepts
(NCQC 2025): Honoured with Excellence and Par
Excellence Awards for quality circle initiatives.

• NCQC 2025 Projects: Earned multiple recognitions
for demonstrating excellence in quality circle
execution.

Energy and Sustainability

• Energy Conservation Competition 2025 (QCFI,
Pune): Won multiple Gold and Silver Awards
for initiatives focused on operational energy
efficiency.

• Sustainability Communication: Earned Gold
Awards in slogan and poster categories for
effectively promoting environmental awareness.

• Leadership & Excellence Awards 2026: Named
‘Best Sustainability in Manufacturing'', validating
our commitment to responsible operations.

Innovation and Digitalisation

• 20^th CII 3M Competition: Achieved Platinum and
Gold Awards for MUDA (waste reduction) and
MURI (process optimisation) improvements.

• CII Digitalisation Forums: Recognised for
pioneering AI-driven improvements and digital
transformation in quality processes.

• Leadership & Excellence Awards 2026: Earned
recognition for ‘Digital Innovation in Operations''.

• 20^th ACMA Regional Quality Circle Competition:

Awarded for the ‘Most Innovative Solution''.

Safety and International Recognition

• ICQCC Taiwan: Earned a Gold Award at the
50^th International Convention on Quality Control
Circles, benchmarking our quality practices
against global standards.

• QCFI Safety Week: Won multiple Gold Awards
across case study, poster, slogan, and skit
categories, alongside Silver and Bronze
recognitions for safety awareness programmes.

9. Management’s Discussion and Analysis and

Outlook:

As required under Regulation 34(2) of the SEBI

Listing Regulations, the Management''s 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 forms part of the Annual
Report as Annexure-A.

The State of Affairs of the business, along with the
financial and operational development, has been
discussed in detail in the Management Discussion
and Analysis Report.

10. Corporate Governance

During the year under review, the Company complied
with the provisions relating to corporate governance
as provided under the SEBI (Listing Obligations
Disclosure Requirement) Regulation (“SEBI LODR").
The Corporate Governance Report, together with a
certificate from the Company''s Statutory Auditors
confirming the compliance is provided in the Report
on Corporate Governance, which forms part of the
Annual Report as Annexure-B.

11. Board Meetings, Board of Directors, Key Managerial
Personnel and Committee of Directors:

During the year under review, your Company has made
changes in its Board of Directors and Key Managerial
Personnel as it transitioned into an independent
entity following the demerger of Industrial business.
The details are mentioned below:

a) Resignation of Directors:

Mr. Dinesh Verma (DIN: 09771230) and
Mr. Shailesh Sharma (DIN: 09493881) resigned
as Non-Executive and Non-Independent
Directors of the Company effective from 30^th
September, 2025. The Board places on record its
appreciation for the valuable contributions made
by Mr. Dinesh Verma and Mr. Shailesh Sharma
during their tenure as Non-Executive and Non¬
Independent Directors of the Company.

b) Appointment of Directors:

Board of Directors have made following
appointments w.e.f. 1^st October, 2025 -

• Mr. Mukund Vasudevan (DIN: 05146681) as
Managing Director

• Mr. Sujeeth Pai (DIN:07763929) as, Whole
Time Director

• Mr. Ajay Naik (DIN: 07127264) as, Non¬
Executive Director

• Mr. Karl Robin Joakim Landholm (DIN:
09651911) as, Non-Executive Director

• Mr. Gopal Subramanyam (DIN: 06684319)
as, Non-Executive, Independent Director

• Ms. Anu Arun Wakhlu (DIN: 00122052)
as Non-Executive, Independent Director
on the Board

None of the Directors are debarred or disqualified
from holding the office of Director by virtue
of any order issued by SEBI or any other such
authority(ies). Further, they are not related to any
of the Directors or Key Managerial Personnel or
Promoters of the Company.

The shareholders'' approved the above
appointments made by Board of Director in the
Extra Ordinary General Meeting held on 15^th
October, 2025.

c) Retire by Rotation:

According to the provisions of section 152(6)
of the Companies Act, 2013, Mr. Sujeeth Pai is
liable to retire by rotation as he has been the
longest in office since his last appointment
on 1^st October, 2025. Mr. Sujeeth Pai being
eligible has offered himself for re-appointment
as a Director of the Company. A brief profile of
Mr. Sujeeth Pai seeking appointment/

reappointment as Director(s) at the 2^nd Annual
General Meeting of the Company is attached to
the Notice of the Annual General Meeting sent to
the shareholders.

d) Appointment of Key Managerial Personnel:

(i) Mr. Mukund Vasudevan (DIN: 05146681)
appointed as the Managing Director (Key
Managerial Personnel) with effect from
1^st October, 2025 to hold the office for a
period of five years i.e., till 30^th September,
2030. Necessary shareholder approval
was obtained by the Company in the Extra
Ordinary General Meeting held on 15^th
October, 2025.

(ii) Mr. Sujeeth Pai (DIN: 07763929) appointed
as Whole Time Director, (Key Managerial
Personnel) with effect from 1^st October, 2025
to hold the office for a period of five years

i.e., till 30^th September, 2030. Necessary
shareholder approval was obtained by the
Company in the Extra Ordinary General
Meeting held on 15^th October, 2025.

(iii) Mr. Ashish Saraf, appointed as Chief
Financial Officer of the Company with effect
from 1^st October, 2025.

(iv) Mr. Ranjan Kumar, appointed as the
Company Secretary and Compliance
Officer with effect from 1^st October, 2025.
He resigned from the office of the Company
Secretary and Compliance Officer of the
Company with effect from 31^st January,

2026.

(v) Ms. Poorva Bang, appointed as the Company
Secretary and Compliance Officer of the
Company with effect from 3^rd February,
2026.

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.

e. Declaration From Independent 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 Arun 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.

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.

f. Board and its Committee Meetings:

Details of the Board Meeting and other
Committees held during the financial year 2025¬
26 are stated in Corporate Governance Report

which is forming part of this Annual Report.

The Board has constituted the following
committees -

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee
The composition of each of the above Committees,
their respective roles and responsibilities are
provided in the Corporate Governance Report,
which is forming part of this Annual Report.

g. Board Evaluation and Criteria for 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/
Chairman/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 Chairman.

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.

h. Policies

The Company has adopted all policies as required
under the provisions of the Act and the SEBI
(Listing Obligation & Disclosures) Regulations,
2015. The same are available on the website of
the Company at -

https://www.skf.com/in/investors/skf-india-

industrial-ltd/shareholder-information

i. Recommendations of the Audit Committee and
Other Committees:

All the recommendations of the Audit Committee
and other Committees were accepted by the
Board.

j. Meeting amongst Independent Directors

During the year under review, the Independent
Directors of the Company met separately on
16^th March, 2026, to review the performance of
Non-Independent Directors, Chairperson of the
Company, and the Board of the Company and to
assess the quality, quantity and timeliness of the
flow of information between the Management of
the Company and the Board.

Both the Independent Directors attended the
meeting.

k. Familiarisation Programme:

The details of the training and familiarisation
programme are provided in the Corporate
Governance Report annexed hereto as
Annexure-B and is also available on the
Company''s website athttps://cdn.skfmediahub.
skf.com/api/public/098d1d3ec5251542/pdf
preview medium/Familiarization Programme
of Independent Directors 2025-26 pdf
preview medium.pdf

l. 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 Appointment of Directors and Remuneration
Policy is available on the Company''s website at
https://cdn.skfmediahub.skf.com/api/
public/091b5affae560742/pdf preview
medium/Policy for appointment and
remuneration for Directors pdf preview
medium.pdf

m. 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
Obligation and Disclosure Requirements), 2015,
it comprises of 3 (three) members.

The Committee is chaired by Ms. Anu Arun
Wakhlu (Independent Woman Director). The
other Members of the Committee are Mr. Gopal
Subramanyam (Independent Director) and Mr.
Ajay Naik (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

n. Corporate Social Responsibility Committee:

In accordance with the provisions of Section
135 of the Act and rules framed thereunder,
even though the provisions of Corporate Social
Responsibility were not applicable to the
Company for the financial year 2024-25 and FY
2025-26, the Board of Directors have constituted
a Corporate Social Responsibility Committee in
terms of the requirements of the Section 135
of Companies Act, 2013, with effect from 1^st
October, 2025. The Committee comprises of 3
(three) members. The Committee is chaired by
Mr. Mukund Vasudevan (Managing Director). The
other Members of the Committee are Mr. Gopal
Subramanyam (Independent Director) and Ms.
Anu Arun Wakhlu (Independent Director). Two -
third members of the Committee are Independent
Directors.

Details of the roles and responsibilities of the
Corporate Social Responsibilities 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/public/09d10cb26e063b49/pdf preview
medium/Corporate Social Responsibility
Policy pdf preview medium.pdf

o. Risk Management Committee:

The Company''s Enterprise Risk Management
(‘ERM'') is a company-wide framework of methods
and processes used to identify, assess, monitor
and mitigate risks and seize opportunities
related to achievement of the Company''s
business objectives. Major risks identified by the
Business Divisions and Corporate Departments
are systematically addressed through mitigating
actions on a continuing basis. The Company has
a Risk Management Committee in accordance
with the requirements of LODR to, inter alia,
monitor the risks and their mitigating actions.
The Board of Directors of the Company has
developed, adopted & implemented 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 website of the
Company at https://cdn.skfmediahub.
skf.com/api/public/09b580e4bd1daf4b/
pdf preview medium/Risk Management
Policy-20260313145400 pdf preview medium.
pdf

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

12. Safety/Sustainability Safety :a) Safety:

SKF is committed to a vision of “Zero-Injury”
for everyone working at its sites and for those
engaged off-site. Safety is our foremost concern,
and we firmly believe that all work-related
incidents are preventable.

Health and Safety Management continues
to be the Company''s top priority, with safety
embedded in our strategy and daily operations.
We place strong emphasis on the welfare of
our employees, ensuring a safe and healthy
environment free from injuries, accidents, and
occupational health hazards.

To support this commitment, SKF has adopted
a structured approach in EHS management
system where we implement safety Policies and
programmes that integrate safety into business
processes, driving continual improvements in
safety performance.

Our safety strategy is anchored around 3 focus
areas:

1. Safety Pyramid

2. Machine Safety

3. Continual Improvement

SKF is certified to ISO 45001:2018, ensuring
compliance with the standards. Our aim is to set
benchmarks that exceed certified management
systems, and we actively share our safety
standards and experience with operators,
contractors, and professional organisations.
Safety risks are managed across all business
units using robust standards, controls, and
compliance systems, with particular focus on
the use of the “Safety Pyramid" to drive proactive
reporting and following up on first aids, near-
miss, unsafe condition and unsafe behaviour.
Lessons learnt are shared across units for
horizontal deployment.

Structured programs are maintained to
strengthen a robust safety culture throughout
our factories, Sales Offices, Warehouses, and
project sites. SKF has kick-start on the machine
safety “investment-ready concept" programme
in which no new investment is approved unless
mandatory management training on introduction
to machine safety is fulfilled and minimum 3
machine risk assessments to be conducted by
qualified machine safety experts. Consequently,
the ambition is to have year-on-year improvement
in the number of risk assessments conducted
according to ISO machine standards and
corrective actions taken for all our machines.

We have begun mapping employees'' safety
competency to identify areas for improvement
and enhanced skills and knowledge through
our KUSHAL Training Centre. Recently, the
inauguration of the “Safety Skill Center" at our
Pune site further reinforces the importance of
workplace safety and our goal of achieving zero
injuries. Training and awareness remain central
to our safety strategy, and our EHS practices and
policies are communicated to contractors and
suppliers, ensuring alignment with our safety
requirements.

In addition, SKF commemorates National
Safety Month and World Environment Day at all
sites, actively engaging stakeholders in these
initiatives.

The Company has reported no recordable accident.
The continued positive trend in reporting unsafe
conditions, behaviors, near-miss and first aid
incidents underscores our increased vigilance
and responsiveness to safety risks.

SKF prioritizes safety in every business decision,
ensuring that employees'' health and well-being
remain at the core of its operations.

b) Sustainability:

Sustainability remains central to SKF''s vision of
building an Intelligent and Clean SKF. More than
an environmental commitment, sustainability
is deeply embedded into our business strategy,
operational excellence, innovation roadmap, and
customer value proposition.

At SKF, sustainability drives how we design
products, optimize manufacturing, engage
suppliers, and create differentiated value for
customers by enabling lower lifecycle emissions,
improved resource efficiency, supply chain
resilience, and responsible growth.

Our strategy is anchored around three focus
areas:

• Climate Transformation

• Circularity

• Responsible Business

Through our Green Manufacturing Initiative, we
are driving measurable progress toward:

• Net Zero GHG emissions

• Zero Waste to Landfill

• Water Neutrality

• Product and Process Circularity

These initiatives are designed not only to reduce
environmental impact across our operations and
value chain, but also to strengthen business
competitiveness and support our customers in
achieving their own sustainability ambitions.

Sustainability as a Business & Customer Enabler

Sustainability is increasingly becoming a key
customer expectation and a critical factor in supplier
selection. SKF''s sustainability initiatives enhance
customer centricity by enabling us to:

• Deliver products manufactured with lower
embedded carbon

• Improve supply chain transparency and ESG
compliance

• Support customers in reducing operational
energy consumption

• Enable circular product solutions that extend
asset life

• Strengthen reliability through resource-efficient
manufacturing

• Create long-term value through responsible and
resilient operations

By integrating sustainability into our core business
processes, SKF is creating solutions that are not only
technologically advanced but also aligned with the
evolving ESG priorities of customers across industries.

Key Strategic Interventions

To achieve these goals, SKF has implemented focused
initiatives across all manufacturing sites:

• Fossil fuel elimination to reduce Scope 1
emissions

• Energy efficiency improvements and renewable
energy sourcing to reduce Scope 2 emissions

• Supply chain, logistics optimization to reduce
Scope 3 emissions

• Water conservation and zero-discharge systems

• Reduction in oil and chemical consumption

• Waste elimination through reuse, recycling, and
reprocessing

SKF remains committed to the Science Based Targets
initiative, with ambitious targets of:

• 100% manufacturing decarbonization by 2030

• Net Zero across the full value chain by 2050
Decarbonisation Progress

Our Pune and Bangalore factory have achieved their
decarbonisation status which means reducing the
overall emissions (Scope 1 Scope 2) 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
wind and solar projects to ensure Scope 2 emissions
are eliminated for all manufacturing sites ensuring
adherence to RE100 standards. SKF has sourced 100%
of manufacturing energy from renewable sources.

This transition strengthens operational resilience
while enabling lower-carbon products for customers.

Supply Chain Decarbonization

Recognising Scope 3 emissions as a critical lever,
SKF is actively collaborating with suppliers to improve

ESG performance and build a more responsible supply
ecosystem.

Key actions include:

• ESG assessment of suppliers

• Supplier capability-building workshops

• Deployment of long-term GHG reduction
roadmaps- sourcing from low carbon intensive
supplier, use of secondary steel materials etc

The target is to reduce the Scope 3 Purchased
Material emissions by 35% by 2030 from 2019 levels.
This strengthens supplier capability while improving
value chain sustainability for our customers.

Sustainable Logistics

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

• Air freight reduction projects

• Lane optimization

• Last-mile road transport reduction initiatives

• Improving CNG fleet

These initiatives reduce emissions while improving
delivery efficiency and service reliability.

Water Stewardship

With manufacturing facilities located in water-
stressed regions, water stewardship remains a
strategic priority.

Progress includes:

• Bangalore site is certified 2 times water
positive

• Zero discharge through ETP and STP reuse
systems

• Expanded rainwater harvesting and storage
infrastructure

SKF is committed to achieving water neutrality
across all sites by 2028.

Circularity in Operations

Circular manufacturing practices continue to deliver
measurable business and environmental benefits:

• Reconditioning and reuse of hydraulic oil at Pune
through Recond oil system

• Coolant recovery and sludge recycling across
sites

• 100% Grinding dust recycling at Bangalore and
co-processing at Pune

• Grinding allowance optimisation projects across
certain bearing types in Pune

These efforts improve material efficiency, reduce
operational costs, and strengthen circular value
creation.

Waste & Packaging Optimization

To reduce packaging-related waste, SKF has
implemented:

• Packaging optimization 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

Sustained Investment

As a responsible business, SKF continues to invest in:

• Renewable energy infrastructure

• Energy efficiency projects

• Sustainable manufacturing technologies

• Long-term transformation initiatives

Our focus for FY 2025-26 is clear: to continue our
decarbonization journey, deepen circularity, and
embed sustainability further into every business
decision.

By integrating sustainability into our core business
strategy, SKF is not only reducing environmental
impact but also enhancing customer value,
strengthening competitiveness, and enabling a more
resilient and future-ready industrial ecosystem.

SKF has committed itself to Science Based Targets
Initiatives (SBTI) for Net Zero GHG emission program.

13. 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 3
(three) 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/
improvement areas, identified in the audits, are
reviewed and mitigation plans are put in place. The
status of implementation of action plans for major
observations is submitted to every 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 Committee''s evaluation, it was
concluded that as of 31^st March, 2026, the internal
financial controls were adequate and operating
effectively.

The Company has complied with the specific
requirements as laid out 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 Director''s
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.

14. Financial Statements:

The 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
Financial Statements together with the Auditors''
Report thereon forms part of the Annual Report of
FY 2025-26.

The Financial Statements of the Company are
available on the website of the Company, which can
be accessed at https://www.skf.com/in/investors/
skf-india-industrial-ltd/financial-results in the ‘Board
Outcome and Financial Results'' section.

15. 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. 31^st 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.

16. 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 on 31^st 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 31^st March, 2026, and of the profit of the
Company for the period ended 31^st 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

17. 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 Company''s website at https://cdn.
skfmediahub.skf.com/api/public/0952670989a77b41/
pdf preview medium/Policy on Related Party
Transactions-20260313145359 pdf preview
medium.pdf

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 arm''s
length. The Audit Committee also reviews all RPTs on
a quarterly basis in line with the omnibus approval
granted by them.

Pursuant to Listing Regulations, the resolution for
seeking approval of the members on material related
party transaction(s) is being placed at the 2^nd AGM of
the Company.

The disclosure of particulars of contracts /
arrangements entered into by the Company with
related parties referred to in sub-section (1) of section
188 of the Act in Form AOC-2 pursuant to section
134(3)(h) of Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in the Annexure-Cto
this Report.

None of the Directors and the Key Managerial
Personnel have any pecuniary relationships or
transactions with the Company.

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.

18. Vigil Mechanism/Whistle-blower Policy:

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 Board''s
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.

The above mechanism has been appropriately
communicated within the Company across all
levels and the details of the policy have been
disclosed on the Company''s website and can be
accessed on https://cdn.skfmediahub.skf.com/api/
public/09ebe387d032664d/pdf preview medium/
Vigil Mechanism Policy pdf preview medium.pdf

19. Business Responsibility and Sustainability Report
(BRSR):

In terms of Regulation 34 (2) (f) of the SEBI LODR, the
Business Responsibility and Sustainability Report
(BRSR) is not applicable to the Company.

20. Deposits from Public

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 31^st March, 2026.

The Company has not accepted any deposits which
are not in compliance with the requirements of
Chapter V of the Act.

Further the Company has not accepted any money
from its directors or relatives of Directors during the
Financial Year 2025-26.

21. Statutory Auditors

At the 1^st Annual General Meeting of the Company
held on 19^th September, 2025, 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 6^th
Annual General Meeting of the Company to be held
in the FY 2030-31, 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 Reports that may call for any explanation from
the Board of Directors.

22. Secretarial Auditor and Secretarial Audit Report:

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors, have appointed M/s J. B. Bhave
& Co., Company Secretaries, as the Secretarial Auditor
for conducting Secretarial Audit of the Company for
financial year 2025-26.

Further, based on the recommendation of the Audit
Committee and subject to the approval of the
Members of the Company to be sought at the ensuing
2^nd Annual General Meeting of the Company held on
12^th May, 2026, the Board of Directors of the Company
at its meeting held on 12^th May, 2026 has appointed
M/s J. B. Bhave & Co., Company Secretaries as the
Secretarial Auditors of the Company for the five
consecutive years i.e., from FY 2026-27 till FY 2030¬
31, as required under Regulation 24A of SEBI LODR.
The Secretarial Auditors have submitted their report
for the financial year ended on 31^st March, 2026, in
Form No. MR-3 which is enclosed as Annexure-D
with this Report. 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 in the Secretarial Audit Report. 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).
A certificate from M/s J. B. Bhave & Co., Company
Secretaries regarding compliance with sub-regulation
10(i) of regulation 34(3) of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 also forms part of this Annual
Report as Annexure-E.

The Company has received an Annual Secretarial
Compliance Report from M/s Ruchi Bhave, Practising

Company Secretaries for the Financial Year ended
31^st March, 2026 and it was be submitted to the stock
exchange(s)

23. Cost Records and Cost Auditor:a) Maintenance of Cost Records

The Company has maintained the cost records
under Section 148(1) of the Act read with
Companies (Cost Records and Audit) Rules, 2014

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 2025-26 by the Board
of Directors. 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
Company will be filed with the Ministry of
Corporate Affairs on or before the due date.
Further, based on the recommendation of the
Audit Committee, the Board of Directors of the
Company at its meeting held on 12^th May, 2026
has appointed M/s Joshi Apte & Associates,
Cost Accountants as the Cost Auditors of the
Company for the financial year 2026-27.

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 their approval. Accordingly,
a resolution for seeking Members'' approval for
the remuneration payable to M/s Joshi Apte
and Associates, Cost Auditor for FY 2026-27 is
included in the Notice convening the 2^nd Annual
General Meeting.

24. 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.

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

During the FY 2025-26, on the application of the
Company, the Hon''ble 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 26^th September, 2025. Other than the
above order, no other significant and material order(s)
were passed by the Regulators or courts or tribunals.

26. 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, is attached as Annexure-Fto this Report.

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 [email protected].

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

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

27. 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.

28. 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 year under review, the Company has not
declared any Dividend hence there were no instances
requiring the Company to transfer any amount or
shares to the Investor Education and Protection Fund
(“IEPF”) pursuant to the provisions of Section 124 and
other applicable provisions of the Companies Act,
2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

However, pursuant to the Scheme of Arrangement
between SKF India Limited (“Demerged Company”) and
SKF India (Industrial) Limited (“Resulting Company” or
“the Company”), the Company allotted equity shares
in the ratio of 1:1 to the existing shareholders of the
Demerged Company. Correspondingly, equivalent
shares of the Resulting Company were also allotted
in respect of the shares held by the IEPF Authority
pertaining to the Demerged Company.

Accordingly, pursuant to the provisions of Rule 6(8) of
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
read with Section 124(6) of the Companies Act, 2013,
the Company has credited the benefits accruing in the
form of such allotted shares due to Demerger Scheme,
to the DEMAT account of IEPF Authority.

29. 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 loans
under Section 186 of the Companies Act, 2013.

30. Annual Return:

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, a copy of the annual
return of the Company for the Financial Year ended
31^st 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-industrial-ltd/
shareholder-information.

31. Policy on Prevention of Sexual Harassment at
Workplace:

At SKF Industrial, 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.

The Company 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 Company''s 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.	Particular	Remark
1.	Number of complaints of sexual harassment received in the FY 2025-26	5
2.	Number of complaints disposed-off during the FY 2025-26	4
3.	Number of complaints pending for more than 90 days	0
4.	Number of Complaints pending as on end of the financial year	1

ICC Committee details are provided in the Posh
Policy The PoSH Policy is available on the website of
the Company: https://cdn.skfmediahub.skf.com/api/
public/0907827d07e79649/pdf preview medium/
Policy on Prevention of Sexual Harassment at
Workplace pdf preview medium.pdf

32. Disclosure under Maternity Benefits Act, 1961

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

33. 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 are attached
as Annexure-Gto this Report.

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

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

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

35. 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.

36. 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.

37. 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 Company''s website: https://cdn.
skfmediahub.skf.com/api/public/098f1e4dec9b6e43/
pdf preview medium/Code of Conduct for
Directors and Senior Management 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, 2015 signed
by the Managing Director to this effect is annexed as a
part of the Annual Report as Annexure-H.

38. 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, which have mandatory
application during the year under review.

39. Cautionary Statement:

Statements in this ‘Director''s Report'' and ‘Management
Discussion and Analysis Report'' describing the
Company''s 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 Company''s operations include raw material/
fuel availability and its prices, cyclical demand and
pricing in the Company''s 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.

40. Acknowledgements:

The Directors express their deep sense of gratitude
to the Principals, Aktiebolaget SKF, 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 (Industrial) LimitedGopal Subramanyam
Date: 12^th May, 2026 ChairmanPlace: Pune DIN: 06684319

1

Note

The Financial Statements have been prepared in accordance with the prescribed Indian Accounting Standards (Ind AS), including
the accounting treatment of the demerger. Consequently, the comparative figures for the period ending 31^st March, 2025, as well as
for the period 1^st April, 2025 to 30^th September, 2025 (included within the year ended 31^st March, 2026), have been restated as if the
Scheme had been effective from the date of incorporation of the Company, i.e, 17^th December, 2024.