DIRECTORS' REPORT

Your Directors have pleasure in presenting their 61^st Report together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2026.

2. State of Company's affairs, operations and outlook

In line with the economy and industry sentiments, the revenue from operations for your Company increased by approximate 11.4% 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 INR 1,33,515 lakhs as against INR 1,19,861 lakhs for the last fiscal. On consolidated basis, the Company recorded profit (before tax & exceptional item) of INR 20,123 lakhs, an increase of 21.8 per cent over INR 16,522 lakhs for the last fiscal.

Effective November 21, 2025, the Government of India has consolidated multiple existing labour legislations into unified framework comprising of four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020. As per the evaluation done by the Company on the basis of the information and guidance available as on date, the Company has taken the 'statutory impact' due to the change in definition of wages as per the new labour code of INR 1,018 lakhs on account of gratuity and INR 306 lakhs on account of the long-term compensated absences under exceptional items for the quarter ended December 31, 2025 and for the year ended March 31, 2026.

On a standalone basis, your Company recorded net revenue from operations (net of taxes and incentives) of INR 1,18,570 lakhs an increase of 10.04 per cent over INR 1,07,752 lakhs of the last fiscal. The profit (before tax & exceptional item) of INR 16,846 lakhs, an increase of 27.9% over INR 13,172 lakhs for the last fiscal and the net profit of INR 12,151 lakhs, an increase of 107.1 per cent over INR 5,868 lakhs for the last fiscal as explained above.

The Company's 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.

The Company has further improved its financial performance during the year working on expanding its focus on serving adjacent industries, like the OEM -driven Industrial Mobility segments and penetration at large key global customers, particularly for the technology - driven common platforms spanning across ICE/Hybrid, EV and EV Agnostic vehicles.

3. Dividend

During the year under review, the Board of Directors in its meeting held on October 24, 2025 declared an interim dividend of INR 2.50 per Equity Share (face value of INR 2/- per Equity Share) (i.e.,125%) and the Board of Directors in their meeting held on February 9, 2026 declared a second interim dividend of INR 3.20 per Equity Share (face value of INR 2/- per Equity Share) (i.e.,160%) to the eligible equity shareholders of the Company.

Further, the Board of Directors in their meeting held on May 7, 2026 have also recommended a third interim dividend of INR 2.25 per Equity Share (face value of INR 2/- per Equity Share) (i.e., 112.5 %) for the Financial Year 2025-26.

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

During the year under review, the Members of the Company, at the Annual General Meeting held on September 11, 2025, approved an increase in the Company's authorised share capital from INR 20,00,00,000 (Rupees Twenty Crore only), divided into 10,00,00,000 equity shares of INR 2 each, to INR 40,00,00,000 (Rupees Forty Crore only), divided into 20,00,00,000 equity shares of INR 2 each.

The paid-up Equity Share Capital as on March 31, 2026 was INR 1,938 Lakhs (9,69,22,600 equity shares of face value INR 2 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 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, 2026 to which the financial statements relate and the date of this Report.

7. Key Development subsequent to year ended on March 31, 2026

During the year under review, the Company has entered into a Joint Venture Agreement with Unitec S.r.L. (a company incorporated under the laws of Italy and part of the Mondial group) and Mondial S.p.A. (a company incorporated under the laws of Italy).

Unitec, part of the Mondial Group, is recognized as one of Italy's most reputed independent bearing companies, manufacturing industrial bearings for a range of critical applications. The group is highly regarded for engineering expertise for a wide range of product applications, customization capabilities, and a history of long-standing customer partnerships across Europe's industrial segment for the manufacturing and distribution of high-precision industrial bearings.

In January 2026, Mahant Tool Room Private Limited (MTRPL), a wholly owned subsidiary of the Company, entered into a Business Transfer Agreement for acquiring the business of M/s. Mahant Tool Room (MTR), a Bengaluru based sole proprietorship engaged in the manufacturing of precision machined components for the aerospace industry.

Through this acquisition, NRB marks its strategic entry into the aerospace segment, further broad basing its business model in line with its high growth and diversified strategy, expanding its customer base beyond.

8. Finance

The Company has retained its high credit ratings by CRISIL viz. 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 Loan

As on March 31, 2026, 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 0.37 million and to Mahant Tool Room Private Limited, wholly owned subsidiary of the Company was INR 700 Lakhs and there was interest outstanding of INR 10.40 Lakhs.

Investment:

As on March 31, 2026, the Company held the entire paid-up share capital of Mahant Tool Room Private Limited, a wholly owned subsidiary of the Company.

Guarantee:

As on March 31, 2026, the Company has extended Corporate Guarantee to NRB Bearings (Thailand) Limited, step-down subsidiary of the Company, of THB 226 million and USD 5 million (INR 11,219 lakhs) and there was interest outstanding of INR 55 lakhs as on March 31, 2026.

As on March 31, 2026, company has extended Corporate Guarantee to NRB Bearings Europe GMBH, step down subsidiary of the Company, of EURO 4 million (INR 4,360 lakhs) and there was interest outstanding of INR 26 Lakhs as on March 31, 2026.

As on March 31, 2026, company has extended Corporate Guarantee to NRB Bearings USA INC, step down subsidiary of the Company of USD 5 million (INR 4,733 lakhs) and there was interest outstanding of INR 1 lakh as on March 31, 2026.

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, the Members of the Company, at their Annual General Meeting held on September 11, 2025, approved the re-appointment of Ms. Harshbeena Zaveri as Vice Chairman & Managing Director for a further term of five years, with effect from October 1, 2025.

At the same meeting, the Members also approved the appointment of Mr. Tashwinder Singh as a Non-Executive, NonIndependent Director (liable to retire by rotation) for a period of three years, with effect from August 9, 2025. Subsequently, at the Board Meeting held on February 9, 2026, he was designated as the Chairman of the Company in addition to his role as Non-Executive, Non-Independent Director, with effect from March 30, 2026.

Mr. Ashank Desai, Non-Executive Independent Director and Chairman of the Company, ceased to be a Director with effect from March 29, 2026, upon completion of two consecutive terms of five years each. The Board places on record its sincere appreciation for his valuable contribution and guidance during his tenure.

During the year, Mr. Raman Malhotra resigned from the position of Chief Financial Officer with effect from December 13, 2025. Ms. Dhara Dhedhi was appointed as Interim Chief Financial Officer with effect from December 14, 2025, and served in this capacity up to February 10, 2026. Thereafter, at the Board Meeting held on February 9, 2026, Mr. Vineet Goel was appointed as Chief Financial Officer with effect from February 11, 2026.

Further, Mr. Kishor Talreja ceased to be the Company Secretary & Compliance Officer with effect from October 24, 2025, and Ms. Khyati Danani was appointed as Company Secretary & Compliance Officer with effect from November 3, 2025.

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 at the date of this report are as under:

• Ms. Harshbeena Zaveri - Vice Chairman & Managing Director

• Mr. Vineet Goel - Chief Financial Officer

• Ms. Khyati Danani - Company Secretary

Familiarisation Programme for Independent Directors

In order to familiarise 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 Company's senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarisation 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 31, 2026.

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 under review, the Board convened and held 8 (Eight) meetings, details of which are provided in the Corporate Governance Report. The interval between any two consecutive Board Meetings did not exceed 120 days. Dates for Board and Committee meetings are scheduled in advance at the preceding meeting.

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. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year

During the year under review, the Company has incorporated new wholly owned subsidiary, namely Mahant Tool Room Private Limited, on December 30, 2025 in accordance with applicable laws and regulations. The Company holds 100% of the share capital of the said entity, thereby making it a wholly owned subsidiary of the Company.

12. Subsidiaries

As at March 31, 2026, the Company has 3 (three) subsidiaries viz. SNL Bearings Limited, NRB Holdings Limited and Mahant Tool Room Private Limited. As at March 31, 2026, 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 INR 1,085 lakhs (previous year INR 1,086 lakhs), Revenue from Operations during the year at INR 5,662 lakhs is higher by 10.6 per cent over the previous year.

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, 2026, NHL recorded a revenue of USD 14,68,685 (INR 1,304 lakhs) and the resultant loss after tax was USD 32,603 (INR 29 Lakhs).

From the date of its incorporation, Mahant Tool Room Private Limited has reported a profit/ (loss) after tax of INR (11 Lakhs) for the period under review.

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, Thailand and North America respectively, were acquired by NHL. The companies provide marketing and customer support services. The financial results for the year are:

NRB GmbH -Revenue EURO 16,492,617 (INR 17,020 lakhs), PAT EURO 304,851 (INR 315 lakhs).

NRB Thai - Revenue THB 541,128,519 (INR 14,892 lakhs), PAT THB 28,213,382 THB (INR 776 lakhs).

NRB US- Revenue USD 6,664,884 (INR 5,921 lakhs), PAT USD 707, 003 (INR 628 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.

NRB Bearings Europe GmbH and NRB Bearings (Thailand) Limited, stepdown subsidiary companies, are 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

13. 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 Company's 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.

14. Internal Financial Control Systems and Adequacy

The Company's 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.

15. 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.

16. Industrial Relations/Vigil Mechanism and Whistle Blower Policy

During the year, the Company maintained cordial relations with the workmen's unions at all plants. There was no major issue/dispute between management and unions at any of the plants of the Company. With the wage settlements in place at all plants, the capacity utilization has remained at satisfactory levels and the efforts to reduce rejection rates are also showing results.

The Company's 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 established a Vigil Mechanism and Whistle Blower Policy, which was approved by the Audit Committee and the Board of Directors at their meeting held on May 7, 2026. The Policy provides adequate safeguards against victimisation and enables direct access to the Audit Committee in appropriate cases. The updated Policy is available on the Company's website at https://www.nrbbearings.com/investorrelations.htm.

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

17. Safety, Health and Environmenta. SHE Framework & Organizational Commitment• Philosophy & Governance

NRB Bearings Ltd. is steadfast in fostering a safe, healthy, and high-performing workplace while actively safeguarding the environment. Safety, health, and environmental stewardship are embedded in our operational DNA, ensuring that every employee, partner, and community stakeholder benefits from a sustainable and responsible working ecosystem.

• Certifications & Management Systems

Our sustainability and safety commitments are underpinned by internationally recognized management systems that guide continuous improvement, ensure regulatory compliance, and align our operations with global best practices:

• ISO 14001:2015 - Environmental Management

• ISO 45001:2018 - Occupational Health & Safety

• IATF 16949:2016 - Quality Management

• ISO 50001:2018 - Energy Management

• ISO 26000 - Corporate Guidance on Social Responsibility

b. Environmental Stewardship & Climate Action• Carbon Neutrality Roadmap

Sustainability is a core value at NRB. We have established a clear, time-bound roadmap to achieve carbon neutrality by 2040, supported by rigorous Life Cycle Assessment (LCA) studies and ESG KPIs integrated across our operations and value chain. Early momentum is already evident: NRB has achieved emission reductions approximately 42% ahead of its planned trajectory since FY 2022-23.

• Operational Decarbonization & Energy Efficiency

Scope 1 and Scope 2 emissions have been significantly curtailed through refrigerant leakage controls, energy efficiency upgrades, and renewable energy adoption. These initiatives have yielded:

• Energy savings of 231 MWh

• Cost savings of approximately INR 22.54 million

• Avoided emissions of 166.36 T CO2e (Scope 2)

• Product-Level Lifecycle Impact

Based on current renewable electricity integration at our manufacturing facilities, product carbon footprints have declined measurably:

• Needle Bush Bearing (DB172518PE): ~8.5% reduction (8.01 ^ 7.33 kg CO2e/unit)

• Cylindrical Roller Bearing (NU205EP): 45% reduction (7.63 ^ 4.16 kg CO2e/unit)

These results underscore the tangible benefits of our decarbonization strategy and product innovation.

c. Resource Conservation & Circular Management

• Water Stewardship & Treatment

We actively monitor and optimize water usage through systematic audits and balancing studies. Wastewater is managed through upgraded Effluent Treatment Plants (ETP) and Sewage Treatment Plants (STP). Effluents are now segregated for safe disposal via CETP, and Zero Liquid Discharge (ZLD) equipment has been commissioned to ensure complete water recovery and regulatory compliance.

• Waste Reduction & Circular Economy

Waste reduction and recycling remain central to our resource strategy. We maintain strict adherence to emission norms, implement waste segregation protocols, and prioritize material recovery to minimize landfill dependency and support circular manufacturing practices.

• Emission & Discharge Control

Beyond regulatory compliance, ambient air, noise levels, and wastewater are continuously monitored. We have upgraded ETP systems, commissioned ZLD equipment, and conduct regular water audits to optimize balancing and drive conservation initiatives across all facilities.

d. Workplace Safety & Employee Well-being• Safety Culture & Behavioural Programs

"Safety first, and always first" is the cornerstone of our operational philosophy. We strive for "Zero-Accident Tolerance" through comprehensive safety behavioural training, mandatory use of personal protective equipment (PPE), and rigorous safety drills. Annual initiatives include Safety Week celebrations, theme-based walks, near-miss reporting systems, and first-aid readiness programs.

• Health, Wellness & Preventive Care

Employee well-being is equally prioritized. We conduct annual health check-ups, promote work-life balance through yoga and stress-management programs, and enforce a strict no-tobacco/intoxicants policy. Awareness campaigns such as "Vyasan Mukti" and collaborations with external NGOs on food waste reduction further reinforce a culture of holistic health and responsibility.

• Emergency Preparedness & Infrastructure

Fire hydrant and protection systems are regularly upgraded, and all safety and environmental equipment undergoes scheduled testing and calibration. Comprehensive mock drills, fire safety audits, and first-aid station maintenance ensure rapid response readiness across all sites.

e. Governance, Monitoring & Community Engagement

• Regulatory Compliance & Audits

We conduct regular testing of stack emissions, water quality, ambient and work-zone air, earth pits, pressure vessels, hydraulic systems, and safety harnesses to ensure uncompromising standards. All monitoring data is logged, audited, and reported in alignment with statutory requirements.

• Biodiversity & Ecological Balance

Our Shannon-Weiner Biodiversity Index currently stands at 2.9-3.2 (benchmark: 5), with ongoing efforts to enhance ecological balance. We have also initiated carbon sequestration analysis across two plants, estimating a sequestration potential of 347 tonnes of CO2.

• Stakeholder Awareness & CSR Integration

Social responsibility is embedded in our operations in alignment with ISO 26000 guidelines. We actively engage employees and stakeholders through Environmental Day celebrations, tree plantation drives, awareness sessions on natural resource conservation, and biodiversity monitoring. CSR initiatives are aligned with community wellbeing and environmental education.

f. Forward-Looking Commitments (2025-2027)

Building on our progress, NRB is scaling its sustainability roadmap with clear, time-bound targets:

• Strategic Water Management

Transitioning from rainwater ground recharge to dedicated storage and reuse systems by 2027 to optimize water conservation, ensure operational resilience, and reduce dependency on municipal sources.

• Hazardous Waste Pre-Processing

Implementing on-site pre-processing and stabilization of hazardous waste to prevent landfill disposal, reduce hazardous footprint, and integrate recovered materials back into circular manufacturing cycles.

• Zero Waste to Landfill Certification

Achieving and obtaining third-party certification for Zero Waste to Landfill by 2027, reinforcing our commitment to responsible resource management, waste diversion, and environmental preservation.

18. 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:

o Promotion of education.

o Promoting gender equality and empowering women.

o Employment enhancing vocational skills.

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

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

o Ensuring Environmental sustainability and Animal Welfare.

In terms of the above the Company has been contributing for primary education secondary education, vocational training including students, teachers, and education officers. 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, benefitting students from marginalized communities. The initiative supported quality education, socio-emotional 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 9 (Nine) 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, Indian Cancer Society, Rotary Club of Bombay. The Apprenticeship Project and WWF India.

The above initiatives reflect the Company's 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 INR 220 Lakhs on CSR projects.

19. 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 2025-26.

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.

20. 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, 2026 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.

21. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arm's 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 Company's website www.nrbbearings.com. Form AOC-2 for disclosure of particulars of contracts has been enclosed as Annexure E.

22. Auditors Statutory Auditors

M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N500013) 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 Companies Act, 2013.

Secretarial Auditor

M/s. Upendra Shukla & Associates, Practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors for a first term of 5 (five) consecutive years at the Annual General Meeting held on September 11, 2025 to undertake the Secretarial Audit of the Company from FY 2025-26 till FY 2029-30. 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.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2025-26 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.

23. Annual Return

The Annual Return for the financial year 2025-26 as per provisions of the Act and Rules thereto, is available on the Company's website at https://www.nrbbearings.com/investorrelations.htm.

24. 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.

25. 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 Company's operations in future.

26. 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 2025-26.

27. 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 2025-26.

28. 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.

29. 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. The Company is committed to providing a safe and conducive work environment and has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review:

• The number of sexual harassment complaints received during the year - Nil

• The number of such complaints disposed of during the year - Nil

• The number of cases pending for a period exceeding ninety days - Nil

30. Compliance with the Maternity Benefit Act, 1961

The Company affirms that it has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to providing a supportive and inclusive work environment and extends maternity benefits and related facilities to eligible employees in accordance with the applicable statutory requirements.

31. Acknowledgement

The Board places on record its deep appreciation for the valuable contribution and guidance provided by Mr. Ashank Desai during his tenure on the Board. The Directors also express their appreciation to employees at all levels for their hard work, solidarity and continued support, and to customers for their confidence and loyalty. The Directors further thank the Members, suppliers, bankers and all other business associates for their continued support to the Company and their confidence in its management.