The Directors submit this 15th Annual Report of NRB Industrial Bearings Limited (the “Company” or “NIBL”) along with the Audited Financial Statements for the Financial Year ended March 31, 2026. Consolidated performance of the Company and its Associates has been referred to wherever required.

1. Financial Overview:

a. A summary of the Company’s Financial Performance during the Financial Year: j_{|n LakhS})

This report of the Board of Directors along with its Annexures, Management Discussion and Analysis Report, Corporate Governance Report, Financial Statements along with their Notes are prepared for the period from April 01, 2025 to March 31,2026 ( hereinafter referred as “financial year”).

b. Transfer to Reserves:

During the year under review, no amount has been transferred to reserves.

c. Dividend:

To support future growth, the Directors have not recommended a dividend for the year.

d. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Not Applicable as Company has not declared any dividend in past neither during the year.

e. Public Deposits:

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of

Deposit) Rules, 2014, during the Financial Year 2025-26.

f. Loan from Directors:

During the Financial Year 2025-26, the Company has outstanding loan of INR 2,934.15 lakhs from Mr. Devesh Singh Sahney, Director.

g. Disclosure of orders passed by Regulators or Courts or Tribunal:

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the financial year ended March 31, 2026, impacting the going concern status and Company’s operations in future.

h. Material changes and commitment if any affecting the financial position of the Company:

There has been no material change/commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

2. Operational Overview:

Financial Year 2025-26 presented a postive performance for the company, beginning with moderate growth in volumes. The overall business environment remained challenging within the industrial segment due to global economic uncertainty, rising geopolitical tensions, and disruptions caused by inter-country conflicts and policy shifts. Domestic political scenario remained stable lading to 7.7% growth in GDP of India .

With the rapid growth of imports of Chinese machines and mechanical components including bearings complemented by Government’s Initiative in India for promotion of Electric Vehicle (EV) segment, several automotive bearing manufacturers began redirecting their focus toward the industrial sector resulting in intensified competition and a more saturated market landscape.

Despite these headwinds, select segments such as Industrial Gearboxes, Construction Machinery, Material Handling Equipment and Machine Tools performed in line with forecasts. However, segments like Textile Machinery and Mining fell short of expectations. The rising adoption of imported Chinese harvester machines also eroded market share for local manufacturers, impacting revenue from the agriculture segment.

A significant decline in schedules from key OEMs in the textile and Radial Piston Pump segment along with reduced demand from textile end-users, affected revenue in these segments. However, the company leveraged this slowdown to successfully introduce and approve new products in place of existing multinational competitors strengthening long-term positioning.

Operationally, NIBL undertook stringent cost control measures, particularly in managing raw material and finished goods inventory, resulting in improved cost efficiency and setting the tone for sustainable practices in the future.

The Company continues to invest in its world-class manufacturing facility, supported by a fully equipped Research & Development Centre. The R&D team not only focuses on new product development aligned with evolving customer requirements but also works on enhancing existing product lines to meet rising performance benchmarks.

NIBL maintained its focus on expanding both domestic and international markets. The Companies growth strategy emphasizes targeting specific OEM sectors such as Material Handling, Agriculture, Industrial Electrical, and Industrial Transmission, offering customized bearing solutions for each.

In line with its expansion strategy, NIBL is also strengthening its distribution footprint in untapped markets particularly in Tier 2 cities across India to reach emerging industrial clusters. For the Financial year 2025-26, the Companies strategic priority has been the development of customer-centric, nonstandard products and expanding its presence in underpenetrated regions of India, Asia, and the America.

While market dynamics remain volatile and demand patterns continue to evolve, NIBL remains agile -evaluating changing trends and realigning its business strategy to ensure continued growth and market relevance.

a) Financial Results:

Your Company’s turnover stood at 7,562.01 lakhs for the financial year ended March 31, 2026 as against 6,374.20 in the previous year. Company registered Addition of Sales by 18.63% over previous year.

Export turnover of your Company for the financial year 2026 was Rs. 2,478.13 lakhs as against previous year 2025 was Rs. 1,890.74.

b) State of Company’s Affairs and Business Review:

The details of the Company’s affairs including its operations are more specifically given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

c) Change in the nature of business:

The Company manufactures bearings for industrial applications. There has been no change in the main

nature of business activities of the Company during the financial year under review.

d) Change in Share Capital:

During the year under review, there was no change in the Share capital of the Company.

3. Directors and Key Managerial personnel:

The year under review saw the following changes in the Composition of Board of Directors (‘Board’).

Re-appointments:

Introductions to the Board:

a) During the year, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 27, 2025 re-appointed Mr. Samrat Zaveri (DIN: 00374104) as an Independent Director which was subject to the approval of members of the Company. His appointment was subsequently approved by the Members at the 14th Annual General Meeting with effect from November 07, 2025.

b) In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devesh Singh Sahney (DIN: 00003956) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

c) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons are the Key Managerial Personnel (KMP) of the Company:

Mr. Devesh Singh Sahney, Executive Chairman and Managing Director.

Mr. Vikas Mandalwar, Group Chief Financial Officer (Redesignated w.e.f. May 28, 2026)

Mrs. Vandana Yadav, Group Company Secretary and Compliance Officer & Legal Head (Redesignated w.e.f. May 28, 2026)

d) All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 1 49 (6) read with Regulation 16 (1) (b) of the sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Familiarization Program for Independent Directors:

As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Board has framed a

Familiarization Program for the Independent Directors of the Company in order to update them with the nature of industry in which the Company operates and business model of the Company in order to familiarize them with their roles, rights, responsibilities, etc. The details of the above mentioned Familiarization Program is uploaded on the website of the Company at www.nrbindustrialbearings.com.

Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director and Chief financial officer of Company’s Manufacturing, Marketing, Finance and other important aspects and structures of the Company and its functioning.

5. Board Evaluation:

As per requirement of section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Accounts) Rules, 2014 and other applicable rules and regulations, the Board has a formal mechanism for evaluating its performance annually based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

The Board carried out annual performance evaluation of the Board of Directors, its Committees and Individual Directors. In a separate meeting of the IDs, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. In the Board meeting that followed the meeting of the IDs and the meeting of NRC, the performance of the Board, its Committees, and individual directors were discussed.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ‘Annexure I’ to this Report.

7. Business Risk Management:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Companies Act, 2013, in order to address the business risks associated with the Company. Further the Company has adopted the risk management system at various levels, which inter alia covers business risk, statutory compliances and environmental risk.

The Risk Management system is continuously reviewed at appropriate level and corrective measures were

taken wherever required. The Company has taken adequate insurance policies to mitigate different kind of risk. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

8. Corporate Social Responsibility (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not applicable to the Company and hence the Company has neither developed any CSR Policy and nor implemented any CSR activities during the year.

9. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are stated in the notes to accounts of Financial Statements, forming part of this Annual Report.

10. Related Party Transactions (RPTs):

The contracts or arrangements with related parties, which fall under the scope of Section 134 (3)(h) and section 188 (1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure II’ in Form AOC -2 and the same forms part of this Annual Report.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Further, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

The policy on RPTs is hosted on the Company’s website at www.nrbindustrialbearings.com.

11. Performance of Joint Ventures / Associate Companies:

As on March 31,2026, the Company has two Associate Companies viz. NRB-IBC Bearings Private Limited and NIBL-Korta Engineering Private Limited.

NRB-IBC Bearings Private Limited (NIBC): The Company holds 35% equity of NIBC, which is a joint venture with IBC Industrial Bearings and Components AG, Switzerland.

During the Financial Year 2025-26 sales turnover of NIBC was Rs. 1,891.19 lakhs as compared to previous Finacial Years turnover of Rs. 1,384.89 lakhs. Domestic Sales Turnover increased from Rs. 1,054.25 Lakhs to Rs. 1,440.10 lakhs at 36.62 %. Domestic market grew healthy. Export Sales Turnover increased from Rs. 330.64 lakhs to 451.09 lakhs at 36.43 %. New

customers were added in this financial year which would help the company with favorable results in coming years.

NIBL-Korta Engineering Private Limited (NIBL-Korta): The Company holds 35% equity of Korta Engineering, which was part of Korta group, Spain.

During the Financial Year 2025-26 the Sales Turnover of NIBL-Korta was Rs. 1,429.26 lakhs as compared to previous Financial Year’s turnover of Rs. 1,104.17 lakhs. Domestic Sales Turnover increased from Rs. 1,086.4 lakhs to Rs. 1,423.64 lakhs at 31.04 %. The Export Sales Turnover increased from Rs. 17.77 lakhs to Rs. 5.62 lakhs at 68.37 %. New customers were added in this financial year which would help the company with favorable results in coming years.

Additional details relating to the above mentioned associate companies are mention in AOC -1 attached as 'Annexure III' to this report.

12. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports and management’s reply for the same:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report on the Financial Statements of the Company for year ended March 31, 2026. The notes to the accounts are self-explanatory to comments/observations made by the Auditors in their report and do not require further explanation.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report of the Company during the period of review.

13. Remuneration Policy:

In compliance with Section 178(3) of the Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee, the Board framed a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The main object of the said policy is to select and appoint Directors, Key Managerial Personnel and Senior Management and to ensure that the level and composition of remuneration is reasonable and sufficient to attract, motivate and retain the talent within the organization. Details of remuneration paid to Directors and KMP’s forms part of Corporate Governance Report which is annexed to this Annual Report.

The Nomination and Remuneration Policy is available on Company’s website at www.nrbindustrialbearings.com.

14. Meetings of the Board:

6 (Six) meetings of the Board of Directors were held during the Financial Year 2025-26 and the gap between two consecutive board meetings was within the limits

internal control system with reference to the Financial Statement. Audit committee evaluates the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

18. Auditors:

a) Statutory Auditors:

The members of the Company at its 12th Annual General Meeting (AGM) held on August 8, 2023, have appointed M/s sRbC & CO. LLP (SRBC), Chartered Accountants (Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company for a period of 5 (five) consecutive years commencing from the conclusion of 12th AGM upto the conclusion of 17th AGM of the Company.

The Auditor’s Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2025-26, does not contain any qualification, reservation or adverse remark.

The Directors of your Company confirm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. J. Gandhi & Co., Practicing Company Secretaries (FCS M. No.: 3519) to undertake the Secretarial Audit of the Company for the financial year 2025-26. The report on Secretarial Audit is annexed as ‘Annexure IV’ to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

19. Maintenance of Cost Records:

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost records are applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

20. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards during the Financial Year 202526.

21. Particulars of employees:

The statement under Section 134(3) (q) and Section 197 (12) of Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as 'Annexure V'.

22. Significant and Material Orders passed by the Regulators or the Court 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 operation in future.

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

During the year under review, there were no proceedings made nor were any pending under the Insolvency and Bankruptcy Code, 2016.

24. Details 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 Institution along with the reasons thereof:

The provisions regarding difference between amount of the valuation done at the tie of one-time settlement and the valuation don while taking loan from the Banks or Financial Institutions is not applicable to the Company during the Financial Year 2025-26.

25. Prevention of Sexual Harassment of women at workplace:

The Company is committed to provide healthy environment to all employees and thus, does not tolerate any discrimination or harassment in any form.

In line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the Anti-Harassment and Grievance Redressal Policy. The Company has Internal Complaints Committee (ICC) at Group level to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

26. Compliance with the provisions relating to the Maternity Benefits Act, 1961:

The Company has complied with all the applicable provisions of Maternity Benefits Act, 1961 for the Financial Year 2025-26.

27. Listing with Stock Exchange:

The Equity Shares of the Company are continuing to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The Company has paid Annual Listing Fees for the Financial Year 2025-26 to both the Stock Exchanges well within the specified time.

28. Extract ofAnnual Return:

The extract of Annual Return of the Company as on March 31, 2026 is available on the Company’s website and can be accessed at www.nrbindustrialbearings.com.

29. Prohibition of Insider Trading:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The aforesaid Codes are posted on the Company’s website and can be accessed by using web link at https://www.nrbindustrialbearings.com/ policy-and-code-of-conduct/

30. Statement Regarding Opinion of The Board With Regard To Integrity, Expertise And Experience (Including The Proficiency) of The Independent Directors Appointed During The Year:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise), leadership and professionalism.

31. CEO/CFO Certification:

As required under Regulation 17(8) of the Listing Regulations, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended March 31, 2026. The certificate is given in 'Annexure - VI'.

32. Corporate Governance Report:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations), based on the paid up equity share capital and net worth of the Company, the corporate governance provisions mentioned in SEBI Regulations are not applicable to the Company. However, the Company for stakeholders’ information and as a good secretarial practice is providing certain information on voluntary basis in Corporate Governance report which forms an integral part of this report.

33. Corporate Governance details as required under Schedule V of the Companies Act, 2013:

The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V of the Act have been mentioned in the Corporate Governance Report.

34. Management Discussion and Analysis:

The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are already dealt with in various sections of this Report.

The Management Discussion and Analysis Report is separately annexed and forms part of this report.

35. Directors Responsibility Statement:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2025-26 are in conformity with the requirements of the Companies Act, 2013. Your Company’s financial statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the financial condition and results of operations.

In terms of provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors further hereby confirms as under:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the directors had selected such accounting policies 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 at the end of the financial year and of the profit and loss of the company for that period;

b) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

c) the directors had prepared the annual accounts on a going concern basis;

d) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

e) Internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2025-26;

f) Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

g) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Cautionary Statement:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the market conditions and circumstances.

The Company assumes no responsibility in respect of the forward looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

38. Appreciation:

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for the efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Company's Customers, Vendors and Institutions. Your Directors also wish to express deep sense of gratitude to all our Bankers, Central and State Governments and their departments and the local authorities for the continued support.

Your Directors register their since appreciation to the Shareholders of the Company for unstinted support and confidence reposed in the management of the Company.