Date and Type of Meeting

This is a Postal Ballot process, not a physical meeting. The cut-off date for determining shareholder eligibility to vote is Friday, 4th September 2026. The remote e-voting period is scheduled from Wednesday, 16th September 2026 at 9:00 am (IST) to Thursday, 15th October 2026 at 5:00 pm (IST).

Summary of Proposed Resolutions and Implications

Two Ordinary Resolutions are proposed for shareholder approval:

1. Change in Designation of Mr. Sujeeth Pai to Managing Director

  • To approve the change in designation of Mr. Sujeeth Pai (DIN: 07763929) from Whole-Time Director to Managing Director, effective 1st September 2026, for a term of five years.
  • The resolution includes approval for his remuneration, which is detailed in the explanatory statement. Key components include:
  • Basic Salary: INR 81,57,278 per annum.
  • Flexible Pay Plan (FPP): INR 96,41,087 per annum.
  • Gross Annual Salary (Basic + FPP): INR 1,77,98,365.
  • Retirement Benefits: Provident Fund (12% of base), Superannuation (15% of base), and Gratuity (4.81% of base).
  • Short-Term and Long-Term incentive plans.
  • Perquisites including a company car with driver, club membership, medical reimbursements, and insurance covers.
  • The total remuneration is subject to the limits prescribed under Sections 197 and Schedule V of the Companies Act, 2013.

2. Appointment of Mr. Mukund Vasudevan as Non-Executive Director

  • To approve the appointment of Mr. Mukund Vasudevan (DIN: 05146681) as a Non-Executive, Non-Independent Director of the Company, effective 1st September 2026. He will be liable to retire by rotation.
  • No remuneration is sought for this non-executive role.

Voting Process and Methods

  • The voting will be conducted solely through remote e-voting facilitated by NSDL.
  • Physical copies of the ballot form are not being sent. The notice is being disseminated electronically to all members whose email addresses are registered as of the cut-off date.
  • The company has made arrangements for shareholders without registered email IDs to temporarily register them to receive the notice.

Key Voting Outcomes

  • The results of the postal ballot are not provided in this notice as the voting period is yet to commence. The document states that the results, along with the scrutinizer's report, will be submitted to the stock exchanges (BSE and NSE) and uploaded on the company's website after the voting concludes on 15th October 2026.
  • The resolution will be deemed passed on the last date of voting (15th October 2026) if it receives the requisite majority.

Scrutinizer's Role

  • Mr. Jayavant B Bhave (Membership No. FCS 4266 / CP 3068), proprietor of M/s. J.B. Bhave & Co., Company Secretaries, has been appointed as the Scrutinizer.
  • His role is to conduct the postal ballot process in a fair and transparent manner and scrutinize the votes cast.
  • He is required to submit his report to the Chairperson on or before Saturday, 17th October 2026. His decision on the validity of the votes will be final.

Compliance Confirmation

The notice explicitly confirms compliance with:

  • Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Sections 108, 110, and 102 of the Companies Act, 2013.
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI, including General Circular Nos. 14/2020, 17/2020, and 03/2025.
  • Secretarial Standard 2 (SS-2) on General Meetings.

Names and Roles of Signatories

  • The notice and the covering letter to the exchanges are signed by Ms. Poorva Bang, Company Secretary & Compliance Officer (Membership No.: A54596).
  • The scrutinizer for the process is Mr. Jayavant B Bhave.

Other Relevant Information

  • The notice is available on the company's website (https://www.skf.com/in/investors/skf-india-industrial-ltd/shareholder-information) and the NSDL e-voting website (www.evoting.nsdl.com).
  • Detailed profiles of the proposed appointees, including their qualifications, experience, and other directorships, are provided in Annexure A.
  • Institutional shareholders are required to submit scanned copies of board resolutions/authority letters to the scrutinizer for e-voting.
  • The company's Registered Office is at Chinchwad Gaon, Chinchwad, Pune 411033, Maharashtra, India. Its CIN is L28140PN2024PLC236396.