NRB Bearings Ltd Directors Report

To

The Members

NRB BEARINGS LIMITED

Your Directors have pleasure in presenting their 60th Report together with the standalone and consolidated Audited Financial Statements for the year ended March 31, 2025.

1. Financial Results

	Consolidated		Standalone
Particulars	31.03.2025 Rs. Lakhs	31.03.2024 Rs. Lakhs	31.03.2025 Rs.Lakhs	31.03.2024 Rs.Lakhs
Revenue from operations (Net)	1,19,861	1,09,403	1,07,752	1,02,272
Profit before tax	11,333	31,587	7,983	31,822
Provision for taxation
Current tax (net)	3,157	6,628	2,140	6,010
Deferred tax	(254)	794	(223)	765
Tax pertaining to earlier years	198	14	198	-
Exceptional items - Income / Expenditure	(5,189)	18,743	(5,189)	21,038
Profit before exceptional items and tax	16,522	12,844	13,172	10,784
Profit after taxation	8,232	24,151	5,868	25,047
Add: Balance brought forward	68,495	49,337	68,314	48,053
Add: Other Comprehensive Income for the year	305	215	(198)	367
Appropriation:
Dividend	(2,423)	(4,943)	(2,423)	(4,943)
General Reserve	12,725	12,725	12,771	12,771
Profit & Loss Account	73,939	68,495	71,680	68,314

2. State of Companys affairs, operations and outlook:

In line with the economy and industry sentiments, the revenue from operations for your Company increased by approximate 9.56 per cent. The increase was noticed across all segments.

During the year under review, on a consolidated basis your Company recorded net revenue from operations (net of taxes and incentives) of Rs. 1,19,861 lakhs as against Rs. 1,09,403 lakhs for the last fiscal. On consolidated basis, the Company recorded profit (before tax & exceptional item) of Rs. 16,522 lakhs, an increase of 28.64 per cent over Rs. 12,844 lakhs for the last fiscal. The exceptional item for Rs.5,512 lakhs, a one time payout for getting certain premises in the Companys Corporate Office building, vacated and handed over in as-is condition and other undertakings from the occupant, resulted in the Company, reporting a net profit of Rs. 8,232 lakhs, a decrease of 66 per cent over Rs. 24,151 lakhs for the last fiscal.

On a standalone basis, your Company recorded net revenue from operations (net of taxes and incentives) of Rs. 1,07,752 lakhs an increase of 5.36 per cent over Rs. 1,02,272 lakhs of the last fiscal. The profit (before tax & exceptional item) of Rs.13,172 lakhs, an increase of 22.14% over Rs. 10,784 lakhs for the last fiscal and the net profit of Rs. 5,868 lakhs, a decrease of 77 per cent over Rs 25,047 lakhs for the last fiscal as explained above.

The Companys revenue growth and the net operational profit (without exceptional items) were comparable with the growth of other major industry players. Considering the long term growth story of the Indian economy, your Company is confident of improved performance both on revenue and net profits fronts, in the current year.

Amidst a challenging global macroeconomic environment, India continues to demonstrate relative resilience. The countrys GDP growth is projected at 7.0% for FY 2023-24, with estimates indicating a moderation to 6.4% in FY 202425. At this growth rate, India will continue to be the fastest-growing economy in the world. Automobile contributes nearly 6 per cent of Indias GDP and 35 per cent of the manufacturing GDP. Globalizing has opened newer avenues for the transportation industry, especially a shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe, and reliable modes of transportation. Over the next decade, this will lead to newer verticals and opportunities for auto-component manufacturers, who would need to adapt to the change via systematic research and development.

The Government of Indias Automotive Mission Plan (AMP) has come a long way in ensuring growth for the sector. Indian automobile industry is expected to achieve a turnover of USD 300 billion for the year 2026 and as per Automobile Component Manufacturers Association (ACMA) forecasts, automobile component exports from India are expected to reach USD 80 billion during FY 25-26. The Indian auto-components industry has become the third largest in the world in 2025. Indian auto-component makers are well positioned to benefit from the globalization of the sector as exports potential could increase exponentially in the next decade.

During the year under review, a Family Settlement Agreement (FSA) was entered into between members of the NRB and NIBL Groups, pursuant to which both Groups will operate independently, without mutual restrictions on their respective growth strategies. While the Company was not a party to the agreement, certain Board members contributed to the resolution of specific conditions precedent outlined therein. These developments are expected to benefit the Company.

The Management places on record its appreciation for such contribution in closing the outstanding issues, against a one -time payment shown as exceptional item for the quarter and year ended March 31, 2025.

The Company is uniquely positioned in the high precision friction solutions industry ,with its enviable position based on technology leadership, quality and innovative design, lower cost of production, low leverage and strong de-risked customer relationships, giving the Company a unique competitive advantage in an uncertain world.

As the industry dynamics and the new product lines get redefined, the Company is preparing to:

• Focus on precision component categories, like new generation of light weight bearings that could provide higher margins,

• Potential Growth Market - expansion of product range and penetration at Companys large Key Global Customers, that span ICE/Hybrid EV and Agnostic (technology - driven common platforms that would not change in this transition

• Expanding our portfolio to serve adjacent industries.

• Use its low leverage -D/E of under 0.20 to drive into the future

• Re-focusing capabilities and resources into market opportunities where the Company has low penetration (Aftermarket, Industrial Mobility, Defence, etc)

• Thrust into OEM-driven Industrial Mobility Segments,

• Cost optimization strategy including focus on solar, logistics, process and material optimization

• The Company is working with Europes largest application oriented research organization in order to become the industry leader on cutting edge laser and additive technologies.

3. Dividend

During the year under review, the Board of Directors in their meeting held on October 04, 2024 declared an interim dividend of Rs.2.50 per Equity Share (face value of Rs. 2/- per Equity Share) (i.e.125%) to the eligible equity shareholders of the Company.

Further, the Board of Directors in their meeting held on May 14, 2025 have also recommended a final dividend of Rs. 4.30 per Equity Share (face value of Rs.2/- per Equity Share) (i.e. 215%) for the Financial Year 2025. Your Company has transferred the unpaid/unclaimed dividend (interim and final) to the Unclaimed Dividend Accounts of the respective financial years and the details of the same are uploaded on website of the Company at www.nrbbearings.com

In terms of the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as "the Listing Regulations", the Company has formulated a Dividend Distribution Policy. The Policy is available on the website of the Company at https://www.nrbbearings.com/resources/investorrelations/policy/ NRB-Dividend-Distribution-Policy.pdf

4. Transfer to Reserves:

During the year under review, there was no transfer to the General Reserve.

5. Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 1,938 Lakhs (96,922,600 equity shares of face value Rs2 each fully paid up). During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

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

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.

7. Key Development subsequent to year ended on March 31, 2025: Capacity Expansion

The Board of Directors of your Company at its meeting held on April 25, 2025, granted approval for a capital investment of an amount upto INR 200 crores for upgradation and enhancement of capacity at R & D centre, Jalna, Chikalthana, Walunj and Hyderabad plant. This capacity addition is to our existing product lines including Taper Roller Bearings, Ball Bearings, Wide Inner Ring Bearings, Spherical roller Bearings, Cylindrical roller bearings, Needle roller bearings and Thrust Bearings and would lead to capacity enhancement of 15% to 25% higher volume for various product families depending on product mix, as this would be based on Customers demand.

This strategic expansion complements the companys strong presence across current-generation models and reinforces its position as a key supplier of high-precision bearing solutions for leading European automotive manufacturers.

8. Finance

The Company has been rated AA-/Stable long term borrowings and A1+ for short term borrowings. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored. Driving operational efficiencies and prudence with respect to capital expenditure, capturing opportunities are the other focus areas for the Company.

a. Public Deposits

The Company has not taken fixed deposits during the year under review. There are no unclaimed deposits.

b. Particulars Loans, Guarantees or Investments

• As on March 31, 2025, the outstanding principal amount for the loan given to NRB Holdings Limited, wholly owned subsidiary of the Company was USD 6.02 million and there was interest outstanding of USD 0.38 million as on March 31, 2025.

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

9. Directors and Key Managerial Personnel

During the year under review, Ms. Shruti Joshi ceased to be Company Secretary & Compliance Officer of the Company with effect from March 25, 2025.

Mr. Kishor Talreja has been appointed as Company Secretary & Compliance Officer, effective April 25, 2025.

The Board of Directors, at its meeting held on August 07, 2025, approved the re-appointment of Ms. Harshbeena Zaveri as the Vice Chairman & Managing Director of the Company with effect from October 01, 2025, for a period of 5 years, subject to approval of shareholders & other necessary approvals.

The Board of Directors, at its meeting held on August 09, 2025, approved the appointment of Mr. Tashwinder Singh (DIN: 06572282) as an additional Director in the capacity of Non-Executive Non-Independent Director (liable to retire by rotation) for a period of 3 years, with effect from August 09, 2025, subject to approval of shareholders.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following were the Key Managerial Personnel of the Company during the year under review:

• Ms. Harshbeena Zaveri - Vice Chairman & Managing Director

• Mr. Raman Malhotra - Chief Financial Officer

• Ms. Shruti Joshi - Company Secretary (upto March 25, 2025)

Familiarisation Programme for Independent Directors

In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which the Company operates, profitability and future scope. Regularly at meetings updates are given to the Board, by the Companys senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is available on the website of the Company at www.nrbbearings.com.

Board Evaluation

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and the Directors individually. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The process endorsed the confidence of the Directors in the ethical standards of the Company and its strategies for growth. In the coming year, the Board intends to enhance focus on exploring new drivers for continuing growth.

The Independent Directors have also met separately on March 17, 2025

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. As part of its policy the Company strives to ensure that the remuneration to Directors, Key Managerial Personnel (KMP) and senior management involves a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The remuneration policy is available on the website of the Company www.nrbbearings.com. Details of remuneration paid to Executive Directors and KMP and the Independent Directors form part of the Corporate Governance Report attached to this Report.

Meetings

During the year 6 (Six) Board Meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting both for board and committee meetings.

10. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as required in terms of Listing Regulations, forms part of this Report as Annexure A.

11. Subsidiaries

As at March 31, 2025, the Company has 2 (two) subsidiaries viz. SNL Bearings Limited and NRB Holdings Limited. As at March 31, 2025, NRB Bearings, USA Inc, NRB Bearings Europe GmbH and NRB Bearings (Thailand) Limited, are wholly owned subsidiaries of NRB Holdings Limited and step-down subsidiaries of the Company.

SNL Bearings Limited (SNL), in which your Company holds 73.45 percent equity, has reported profit after tax of Rs. 1,086 lakhs (previous year Rs. 782.00 lakhs), higher by 39 per cent. Revenue from Operations during the year at Rs. 5119 lakhs is higher by 7 per cent over the previous year. SNL is working on projects to improve its financial results in the coming years by enhancing operational efficiencies and improving utilization of existing capacities /scaling up manufacturing capacities for new products in demand.

NRB Holdings Limited (NHL), a wholly owned subsidiary, was incorporated on October 14, 2021, in Dubai, United Arab Emirates for the growth of the global business. During the financial year ended March 31, 2025, NHL recorded a revenue of USD 1,207,321 (Rs. 1,021 lakhs) and the resultant loss after tax was USD 339,463 (Rs. 287 lakhs).

As a part of comprehensive international strategy of the Company, NRB Bearings Europe GmbH, NRB Bearings USA Inc. and NRB Bearings (Thailand) Limited, which were set up to support increasing exports to Europe, North America/ Mexico and ASEAN region respectively, were acquired by NHL. The companies provide marketing and customer support services. The financial results for the year are:

NRB GmbH - Revenue EURO 16,463,064 (Rs. 14,938.56 lakhs), PAT EURO 527,325 ( Rs.478.4 lakhs)

NRB Thai - Revenue THB 565,108,144(Rs.13,802.77 lakhs),PAT THB 53,110,030 (Rs.1297.81 lakhs)

NRB US - Revenue USD 6,688,020 (Rs. 5,658.33 lakhs), PAT USD 502,104( Rs.424.80 lakhs).

Pursuant to section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014 details of financial statements of subsidiary companies and the step-down subsidiaries have been given in Annexure B (AOC-1) forming part of this statement.

During the year under review, NRB Bearings Europe GmbH and NRB Bearings (Thailand) Limited, step down subsidiary companies, become material subsidiaries of the Company in terms of SEBI (LODR) Regulations, 2015. The Company adopted a policy for determining material subsidiaries of the Company. The policy is available at the website of the Company at https://www.nrbbearings.com/investorrelations.htm

12. Business Risk Management

The Company has in place a risk management framework to identify risks and minimize their adverse impact on business and strives to create transparency which in turn enhances the Companys competitive advantage. The Company has identified the risks associated with its operations and an action plan for mitigation has been identified. The Company has constituted a Risk Management Committee which is responsible for timely identification and mitigation of business and operational risks. The Risk Management Policy is available on the website of the Company at www.nrbbearings. com.

13. Internal Financial Control Systems and Adequacy

The Companys internal control systems are commensurate with the nature of business, the size and complexity of its operations and such internal financial controls, with reference to the Financial Statements, are adequate.

14. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 has been given in the Annexure C forming part of this report.

15. Industrial Relations/Vigil Mechanism and Whistle Blower Policy

During the year, the Company maintained cordial relations with the workmens unions at all plants. There was no major issue/dispute between management and unions at any of the plants of the Company.

During the year, the Company finalized wage settlements with the workmens unions at the Waluj and Chikalthane plants for a period of three years, valid until 2027 and 2028, respectively. These settlements include increased payments linked to higher production volumes, adjusted for rework. The productivity-linked wage agreements, combined with focused efforts to reduce rejection rates, are expected to enhance capacity utilization at the existing facilities.

The Companys people-centric approach is demonstrated through strong teamwork and the execution of various initiatives involving employees and their families, aimed at fostering and reinforcing organizational values. Regular training programs are conducted to enhance knowledge of bearings and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral competencies.

The Company has a Vigil Mechanism and Whistle Blower Policy which provides for adequate safeguards to employees using such mechanism. It also allows direct access to the Audit Committee in appropriate cases. The policy available on the website of the Company at https://www.nrbbearings.com/investorrelations.htm

Your Company hereby affirms that no complaints were received during the year, under the Vigil Mechanism.

16. Safety, Health and Environment

The Company is committed to establishing and maintaining safe working environment that promotes good health and high performance of the employees, and simultaneously takes measures to protect the environment. We also ensure that safety controls and safety behavior is well demonstrated by our employees while working on the shop floor by using personal protective equipment as required with provided necessary safety behavioral training.

Your Company has been accredited with internationally acclaimed certification viz. ISO 14001:2015 to identify and control environmental impact and constantly improve the environmental performance; ISO 45001:2018 occupational health and safety management system; and IATF16949:2016 for Quality Management System; ISO 50001:2018 - Energy Management system.

Companys core value and commitment towards Sustainability, Carbon reduction footprint plan defined ( Carbon Neutral by 2040) and initiated strategic approach for going towards renewable Energy by Aug-25 and defined ESG KPI within organization and started Involving Value partners. Initiated Life cycle assessment (LCA) on the product and Carbon

The commitment towards the environment preservation extends beyond regulatory compliances; ambient air, noise levels and waste monitoring through ETP/STP treatment is being carried out. Initiatives are taken across the Company to conserve natural resources by reduction and recycling of wastes and adherence to emission norms.

During the year there have been numerous initiatives by the Company towards safety and environment awareness among employees:

1. "Safety first and always first" is accorded the highest priority in the Company.

2. The Safety Week celebration to create safety awareness among employees, activities and competitions such as safety posters as well as slogans conducted Environment day celebrations to create awareness for environment and natural resource conservation by tree plantation in premises and awareness sessions.

3. ETP upgradation for separating the ETP and STP effluents and disposing to the CETP for the safe disposal of treated effluent. Also, Invested and installed Zero Liquid discharge equipment.

4. Water conservation through re-use of waste water and rain water harvesting at plants-capacity to harvest up to 3.06 crore liters rain water every year to increase ground water levels. Also, conduct water audit to arrive for water Balancing and water saving action.

5. Initiated Carbon sequester Analysis in two of the plant to arrive to carbon sequester 347 tCo2 . Shannon Wiener Bio Diversity index 2.9-3.2( Benach mark5).

6. Energy conservation activities includes replacement of energy efficient equipments / lights to reduce the electrical consumption.

7. Conducted awareness program on food waste from external NGOs.

8. Annual Health Check-up for employees.

9. Special initiatives have been taken up such as theme based walk, leading and lagging indicators, mock drills, up-gradation and revamping of fire hydrants/protection systems, safety training to employees including top management, organizing safety awareness week, reporting of near-miss incidents and first aid across the plant. The Company strives to achieve "Zero-Accident Tolerance".

10. On time testing of stack emission, water testing, ambient and work zone air testing, earth pit testing, testing of all safety and environmental equipment calibration, ultrasonic and hydraulic test of air receiver tank, pressure vessel testing, manual and electrical stacker testing, safety harness testing and calibration.

11. Strict policy for non-consumption of tobacco and intoxicating materials to protect the mental and physical health of employees. Regular awareness programs like "Vyasan Mukti" and "Yoga Classes" conducted to educate employees to get rid of evils of intoxication and stressful work life and embrace good health and work-life balance.

17. Corporate Social Responsibility

In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your company has been focusing on:

• Promotion of education.

• Promoting gender equality and empowering women.

• Employment enhancing vocational skills.

• Promotion of social business projects including ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, conservation of natural resources.

• Promoting healthcare including preventive healthcare with specific emphasis on women, children and girl child.

In terms of the above the Company has been contributing for primary education secondary education, vocational training including students, teachers, and education officers. Goonjs "School to School" initiative also engaged parents in school improvements and urban youth in mindful giving, aligning with key SDGs to advance educational equity and well-being. The Company has continued its support to the Ashoka University which is devoted to transforming Indian higher education based on the principles of multidisciplinary education delivered by exceptional faculty members and providing ivy-league quality education at an affordable price. The liberal education helps develop intellect, nurture critical thinking and provides specialization with a broader foundation of knowledge. The Company extended support to Aseema Charitable Trust which provides quality, value-based education to children from marginalized communities. Aseema operates three municipal schools in Mumbai for tribal children, fostering inclusive and holistic development. The Company supported competency-based education transformation in rural government schools through Gyan Prakash Foundation. The Company contributed through The Akanksha Foundation for its School Project at Abhyudaya Nagar, Mumbai, benefiting students from marginalized communities. The initiative supported quality education, socioemotional learning, and community engagement, helping transform public education for underprivileged children. The Company has been the chief supporter to IIT-Bombay for its Racing Car Project and has been associated with the project since the last 8 (eight) years.

In addition to above, the Company also met the key persons associated with NGOs seeking support from the Company and after reviewing their activities made CSR contributions to 321 Education Foundation, Aesthesis Foundation, Aarambh Society, Indian Cancer Society, Rotary club of Mahim, Rotary club of Bombay Charities Trust, Aai Janhit Bahuuddeshiy sevabhavi sanstha, Shri Radhika Seva Trust.

The above initiatives reflect the Companys integrated approach to nation-building and social equity. The Annual Report on CSR activities, in compliance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as Annexure D.

During the year under review, the Company has spent an amount of Rs. 227.50 Lakhs on CSR projects.

18. Corporate Governance

Pursuant to the Listing Regulations, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.

The Code of Conduct for Directors and senior management of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors and the senior management personnel of the Company.

The relevant certification on the various matters specified under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been done by the Vice Chairman & Managing Director and the Chief Financial Officer of the Company.

During the year under review the Company has complied with all the applicable Secretarial Standards.

All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on remuneration of Directors along with their shareholding are disclosed in Annual Return for the financial year 2024-25.

There are no relationships between the Directors of the Company.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company and of the respective subsidiary Company concerned and shall also be posted on the website of the Company viz. www.nrbbearings.com.

19. Directors Responsibility Statement

In accordance with Section 134 of the Companies Act, 2013, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies selected were consistently applied. Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company have been laid down and are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and all such systems were adequate and operating effectively.

20. Related Party transactions (RPT)

All RPT that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant RPT by the Company with promoters, directors, key managerial personnel or other designated persons.

All RPT are placed before the Audit Committee for approval and are noted by the Board. Prior approval of the Audit Committee is obtained on periodic basis for transactions which are foreseen and repetitive in nature. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.

The policy on RPT as approved by the Board is available on the Companys website. Form AOC-2 for disclosure of particulars of contracts has been enclosed as Annexure E.

21. Auditors Statutory Auditors

M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration no. 001076N/N500013) were appointed as statutory auditors of the Company for a second term of 5 (five) consecutive years at the Annual General Meeting held on September 29, 2023.

Auditors Report

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to the Rules issued by Ministry of Corporate Affairs under Companies (Cost records and Audit) Amendment Rules 2014, your Company is subject to cost audit during the year and M/s. R. Nanabhoy & Co., Cost Accountants were appointed to undertake the same.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Act.

Secretarial Auditor

M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure F and does not contain any qualification, observation, reservation or adverse remark.

In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla, Practicing Company Secretary and Secretarial Auditor of the Company.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors reports

There have been no disqualifications, reservations, adverse remarks or disclaimers in any of the auditors reports. Details in respect of Frauds Reported by Auditors

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

22. Annual Return

The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.nrbbearings.com/investorrelations.htm

23. Particulars of Employees

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act the Report and Accounts are being sent to the Members excluding this information. The report is annexed as Annexure G

24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunal

There are no significant and material orders passed by the Regulators or the Courts or the Tribunals impacting the going concern status and Companys operations in future.

25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.

27. Change in nature of business

During the year under review there was no change in the nature of the business carried on by the Company.

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

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up 6 (six) Internal Committees (IC) to redress complaints. During the year under review 0 (zero) complaint was received.

29. Acknowledgement

The Board of Directors, place on record their deep appreciation for the contribution made by Mr. Tashwinder Singh (ex-Chairman & Independent Director) and Ms. Vishakha R M (Independent Director) during their association with the Company over the years.

The Directors wish to record their appreciation of the contribution made by employees at all the levels by their hard work, solidarity and support, and for the confidence and loyalty shown by our customers. The Directors also wish to thank the Members, suppliers, bankers and all other business associates for the continuous support given by them to the Company and for their confidence in its management.

	For and on behalf of the Board of Directors
	NRB Bearings Limited
Place: Mumbai	Harshbeena Zaveri	Satish Rangani
	Vice Chairman & Managing Director	Non-Executive Director
Date: August 09, 2025	(DIN: 00003948)	(DIN: 00209069)