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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of NRB Industrial Bearings Ltd.

Mar 31, 2025

The Directors submit this 14th Annual Report of NRB
Industrial Bearings Limited (the âCompanyâ or âNIBLâ) along
with the Audited Financial Statements for the Financial Year
(FY) ended March 31, 2025.Consolidated performance of
the Company and its Associates has been referred to
wherever required.

1. Financial Overview:

a. A summary of the Companyâs Financial
Performance during the Financial Year:

Particulars	For the Financial Year ended March 31,2025	For the Financial Year ended March 31,2024
Revenue from Operations	6,374.20	7,311.15
Loss Before Tax and Exceptional Item	(2,817.06)	(2,616.79)
Income From Exceptional Item	4,646.76	-
EBITDA	3,928.96	(664.34)
Tax Expenses	-	-
Profit/(Loss) after Tax after Exception Items	1,829.70	(2,616.79)
Other Comprehensive Income	168.17	143.16
Total Comprehensive Income	1,661.53	(2,759.95)
Earnings Per Share	7.55	(10.80)

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 1,2024
to March 31,2025 ( hereinafter referred as âfinancial yearâ).

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
2024-2025.

f. Loan from Directors

Transfer of Loan Entitlement Pursuant to Release
Deed

Pursuant to the Release Deed dated 14th February
2025, executed by Mr. Devesh Singh Sahney,
Ms. Hanwantbir Kaur Sahney and Ms. Harshbeena
Sahney Zaveri, both have irrevocably and
unconditionally released all their right, title, and
interest in their respective shares of the loans
advanced to NRB Industrial Bearings Limited
(âNIBLâ) NRB-IBC Bearings Private Limited
(NIBC) / NIBL-Korta Engineering Private Limited
(Korta) in favour of Mr. Devesh Singh Sahney. This
release also includes any entitlements arising
under the Will of Late Mr. Trilochan Santsingh
Sahney.

Consequently, an amount of '' 28,95,50,000, which
was previously reflected as part of the loan in the
name of Late Mr. Trilochan Santsingh Sahney, has
been transferred to Mr. Devesh Singh Sahney.
Following this transfer, the entire loan amount of
'' 28,95,50,000 stands in the name of Mr. Devesh
Singh Sahney.

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, 2025,
impacting the going concern status and Companyâs
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:

FY 2024-25 presented a mixed 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 policy-related anticipation during the
First half of year, contributed to a cautious business
environment and delayed decision-making across
sectors.

With the rapid growth of the 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 Combine
Harvesters performed in line with forecasts. However,
segments like Textile Machinery, Machine Tools, 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 machine tool sectors, 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 companyâs growth
strategy emphasizes targeting specific oEm sectors
such as Solar Energy, 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 FY 2024-25, the
companyâs strategic priority has been the development
of customer-centric, non-standard products and
expanding its presence in underpenetrated regions of
India, Asia, and the Americas.

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 Companyâs turnover stood at Rs. 6,374.20
lakhs for the financial year ended March 31,2025
as against Rs. 7,311.15 lakhs in the previous

year. Company registered Reduction of Sales by
12.81% over previous year.

Export turnover of your Company for the financial
year 2025 was Rs.1,890.74 lakhs as against
previous year Rs. 2,122.61 lakhs.

b) State of Companyâs Affairs and Business
Review:

The details of the Companyâs 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 (âBoardâ).

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 30th
October, 2024 appointed Mr. Sandeep
Deshpande (DIN: 03535186) as an Additional
Director with effect from 30th October 2024. His
appointment was subsequently approved by the
Members through a postal ballot on 19th
December 2024, in accordance with the
provisions of the Companies Act and the Listing
Regulations. Mr. Deshpande has been appointed
as an Independent Director for a term of five
consecutive years with effect from 30th October,
2024.

b) In accordance with the provisions Section 152 of
the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Aarti Devesh
Sahney (DIN: 08579914) is liable to retire by
rotation at the ensuing Annual General Meeting
and being eligible, offers herself for reÂ¬
appointment.

c) In accordance with the provisions to Section 149,
150, 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr.
Samrat Zaveri (DIN: 00374104) is being eligible,
proposed to be re-appointed as independent
Director for the 2nd term from the November 07,

2025 upto November 06, 2030 at the ensuing
Annual General Meeting.

d) 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, Chairman and
Managing Director

Mr. Vikas Mandalwar, Chief Financial Officer
(appointed w.e.f. February 05, 2025)

Mrs. Vandana Yadav, Company Secretary and
Compliance Officer

During the year under review, Ms. Gulestan
Kolah resigned from the position of Chief
Financial Officer of the Company with effect from
December 20, 2024.

e) 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 149 (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
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 Companyâs Manufacturing,
Marketing, Finance and other important aspects and
structures of the Company and its functioning.

5. Board Evaluation:

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. The performance of the Board was shared
with Board members and suggestions were evaluated
in detail. Further the reports on performance evaluation
of the Individual Directors were reviewed by the
Chairman of the Board and based on the evaluation
necessary changes in processes and policies were
suggested for having an effective Board.

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
âAnnexure Iâ 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, CSR Committee 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 âAnnexure IIâ 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 Companyâs financial statements in
accordance with the Accounting Standards.

The policy on RPTs is hosted on the Companyâs
website at www.nrbindustrialbearings.com.

11. Performance of Joint Ventures / Associate
Companies:

As on March 31,2025, 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 FY 2024-25 sales turnover of NIBC was
Rs.1,384.89 lakh as compared to previous FYs
turnover of Rs. 1,951.65 lacs. Domestic Sales Turnover
decreased from Rs. 1,295.51 Lakhs to Rs. 1,054. 25
lakhs at 18.62%. Export Sales Turnover decreased
from Rs. 656.14 lakhs to 330.64 lakhs at 49.61%. 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 FY 2024-2025 the Sales Turnover of NIBL-
Korta was Rs. 1,104.17 lakhs as compared to previous
FYs turnover of Rs. 954.46 lakhs. Domestic Sales
Turnover increased from 943.71 lakhs to Rs. 1,086.39
lakhs at 15.11%. The Export Sales Turnover increased
from 10.75 lakhs to Rs.17.78 lakhs at 65.29%. New
customers were added in this financial year which
would help the company with favorable results in
coming years.

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 managementâs 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, 2025. 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 KM Pâs forms part of
Corporate Governance Report which is annexed to this
Annual Report.

The Nomination and Remuneration Policy is
a v a i l a b l e o n C o m p a n y â s w e b s i t e a t
www.nrbindustrialbearings.com.

14. Meetings of the Board:

7 (Seven ) meetings of the Board of Directors were held
during the financial year 2024-25 and the gap between
two consecutive board meetings was within the
limits prescribed under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the
number of meetings held and attended by each Director
are provided in the Corporate Governance Report,
which forms part of this Annual Report.

15. Disclosure of composition of Audit committee and
Vigil mechanism:

In accordance with Section 177 of the Companies Act,
2013, the Company have constituted the Audit
Committee. The Company Secretary acts as the
secretary to the committee. The Audit Committee acts
as a link between the statutory auditors, internal
auditors and the Board of Directors. The Audit
Committee consists of Five Directors Mr. Anurag
Toshniwal, as the Chairman, Mr. Devesh Sahney, Mr.
Samrat Zaveri, Mrs. Sejal Mehta and Mr. Sandeep
Deshpande as the members of the Committee.

The details of all the Committees of the Board along
with their terms of reference, composition and meetings
held during the year, are provided in the Report on

Corporate Governance which forms part of this Annual
Report.

The Company has adopted a Vigil Mechanism / Whistle
Blower Policy for Directors and employees to report
genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Companyâs Code of
Conduct and to provide for adequate safeguards
against victimization of persons who may use such
mechanism. The said policy is hosted on the website of
the Company www.nrbindustrialbearings.com.

The mechanism provides for addressing the complaints
to Audit Committee and direct access to the
Chairperson of the Audit Committee in exceptional
circumstances.

16. Credit Rating of Securities:

The Companyâs Bankers do not require the bank
facilities to rated and hence the Company has not
obtained credit rating for its various bank facilities.

17. Internal Control System and their adequacy:

The Company has an internal control system
commensurate with the size, scale and complexity of its
operations and well-documented procedures for
various processes which are periodically reviewed for
changes warranted due to business needs. Internal
Audit is conducted at regular time interval in the
Company. The scope and authority of the Internal Audit
is defined by Audit committee. This system of internal
control facilitates effective compliance of Section 138 of
the Act and the Listing Regulations.

To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit
Committee of the Board. The Internal Auditor monitors
and evaluates the efficiency and adequacy of the
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 Auditorâs Report on the Standalone and
Consolidated Financial Statement of the
Company for the Financial Year 2024-25, 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 AJS & Associates, Practicing
Company Secretary (FCS M. No.: 9832) to
undertake the Secretarial Audit of the Company
for the financial year 2024-25. The report on
Secretarial Audit is annexed as âAnnexure 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
2024-25.

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 âVâ.

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 Companyâs 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 an application was filed by Mrs.
Harshbeena Sahney Zaveri (âApplicantâ) before the
National Company Law Tribunal (NCLT), Mumbai
Bench, seeking the initiation of the Corporate
Insolvency Resolution Process (CIRP) under Section 7
of the Insolvency and Bankruptcy Code, 2016 (the
âApplicationâ) for the claim amount of Rs. 28,95,50,000.
On 05.03.2025 NCLT has dismissed the Application as
it was withdrawn by the Applicant. Hence, no
proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 during the FY 2024-25.

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 2024-2025

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

rp.r.p.i\/p.rl an\/ r.nmnlpint nf cpyi ip I harassmpnt

Sr. No.	Particulars	No. of complaints
1.	number of complaints of sexual harassment received in the year;	0
2.	number of complaints disposed off during the year	0
3.	number of cases pending for more than ninety days	0

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 F.Y
2024-25.

27. Listing with Stock Exchange:

The Equity Shares of the Company are continuing to

be listed on the BSE Limited (âBSEâ) and National
Stock Exchange of India Limited (âNSEâ). The
Company has paid Annual Listing Fees for the Financial
Year 2024-25 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, 2025 is available on the Companyâs
w e b s i t e a n d c a n b e a c c e s s e d a t
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 âCode of Conduct to
Regulate, Monitor and Report Trading by Insidersâ (âthe
Codeâ). 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 âCode of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)â in compliance with the
PIT Regulations. The aforesaid Codes are posted n the
Companyâs 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. Itâs 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 31st March,
2025. The certificate is given in Annexure - VI.

32. Corporate Governance Report:

Company for stakeholdersâ 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 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 2024-25 are in conformity with the
requirements of the Companies Act, 2013. Your
Companyâs 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 Companyâs internal financial
controls were adequate and effective during FY
2024-25.

f) Company has adopted policies and procedures
for ensuring the orderly and efficient conduct of its
business, including adherence to Companyâs
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.

>. Annexures forming part of this Annual Report:

Annexure No.	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Form no. AOC-2 -Related party transactions
III	Form no. AOC-1 - Joint Ventures/ Associate company details
IV	Secretarial Audit Report for the period under Review
V	Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act, 2013.
VI	CEO/CFO Certification

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 Companyâs objectives, projections,
estimates and expectations may constitute âforward
looking statementâ 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 Companyâs 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.

On behalf of the Board
For NRB Industrial Bearings Limited

Sd/-

Devesh Singh Sahney
Chairman & Managing Director
(DIN:00003956)

Place: Mumbai
Date: 27th May, 2025

Mar 31, 2024

The Directors submit this 13th Annual Report of NRB Industrial Bearings Limited (the âCompanyâ or âNIBLâ) along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2024. 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: (in lakhs)

Particulars	For the	For the
	Financial	Financial
	Yearended	Year ended
	March 31,2024	March 31,2023
Revenue from Operations	7311.15	8072.74
EBITDA	664.34	551.37
Tax Expenses	-	-
Profit/(Loss) after Tax	(2616.79)	(1312.19)
Other Comprehensive Income	143.16	30.99
Total Comprehensive Income	(2759.95)	(1343.18)
Earnings Per Share	(10.80)	(5.42)

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 1,2023 to March 31,2024 ( hereinafter referred as âfinancial yearâ).

b. Transfer to Reserves:

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

c. Dividend:

Your Directors do not recommend any dividend for the year under review.

d. Transfer of Unclaimed Dividend to The Investor Education and Protection Fund (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and

Protection Fund (âIEPFâ). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid and required to be transferred to the IEPF by the Company during the year ended 31st March, 2024.

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 2023-2024.

f. Loan from Directors

During the Financial Year 2023-24, the Company has not accepted loans from the directors of the Company for which the Company has received the declaration that the said loan is not from the borrowed funds.

g. 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:

The fiscal year 2023-24 presented a complex operating environment for company. While initial volume growth was encouraging, the global industrial market faced significant headwinds. The ongoing conflict between Russia and Ukraine, coupled with sanctions, led to a sharp rise in raw material, energy, and transportation costs. Additionally, the regional conflict in Israel and Palestine created further uncertainty.

Despite these challenges, company experienced positive performance in specific segments. Industrial gearbox, construction machinery, and material handling sectors achieved anticipated growth. Conversely, the textile and mining industries fell short of expectations. Notably, the rising adoption of imported Chinese harvester machinery negatively impacted the business share of domestic manufacturers.

A significant decline in orders from textile original equipment manufacturers (OEMs), pump OEMs, and end-users resulted in revenue loss and excess raw material inventory. However, NIBL capitalised on this situation by successfully securing customer approval for its new products, outperforming competitors.

Company is committed to innovation and maintains a world-class manufacturing facility equipped with a comprehensive Research and Development (R&D) Center. This R&D Center plays a vital role in developing new solutions to meet evolving customer demands and enhance existing product performance.

The Company prioritises business expansion through a targeted customer network strategy encompassing both domestic and international markets. The growth plan focuses on specific OEM segments like textiles, material handling, agriculture, industrial electrical, vibratory motors, and industrial transmission. This approach allows company to deliver comprehensive solutions tailored to each segmentâs needs.

Furthermore, company is actively expanding its distribution network to reach a broader customer base in untapped markets. Key focus areas include agriculture, jute, textiles, metals, cement, and mining. In the export market, the strategy emphasizes developing non-standard products aligned with customer needs and increasing brand presence in global markets.

NIBL acknowledges the critical role market dynamics play in demand fluctuations. The Company is actively monitoring these evolving dynamics to ensure its growth strategy remains adaptable and responsive to changing market conditions.

In conclusion, your company navigated a challenging year by leveraging its commitment to innovation, strategic customer focus, and targeted market expansion. The Company remains well-positioned for future success by proactively adapting its strategies to the evolving industrial landscape.

a) Financial Results:

Your Companyâs turnover stood at Rs. 7,311.15 lakhs for the financial year ended March 31,2024 as against Rs. 8,072.74 lakhs in the previous year. Company registered reduction of sales by 9.43% over previous year.

Export turnover of your Company for the financial year 2024 was Rs. 2122.26 lakhs as against previous year Rs. 2454 lakhs.

b) State of Companyâs Affairs and Business Review:

The details of the Companyâs 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:

â¢ Increase in the Authorized Share Capital:

During the previous financial year, vide postal ballot notice dated 9th February, 2023 the authorized share capital of the Company has been increased from Rs. 85,00,00,000/-(Rupees Eighty-Five Crores only) divided into

2.50.00. 000 equity shares of Rs. 2/- each and

8.00. 00.000 preference shares of â10/- each to Rs. 99,00,00,000/- (Rupees Ninety-Nine Crore only) divided into 2,50,00,000 equity share of Rs. 2/- each and 9,40,00,000 preference shares of Rs. 10/- each

â¢ Issue and Allotment of Preference shares to Mr. Devesh Singh Sahney (DIN: 00003956), Chairman and Managing Director of the Company:

During the year, the Company allotted

75.00. 000 Cumulative Redeemable NonConvertible Preference shares of a face value of Rs. 10/- each for an amount aggregating to Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakh only) to Mr. Devesh Singh Sahney (DIN: 00003956) Chairman and Managing Director on 25th May, 2023.

Details of the Authorized Share Capital and Issue and Allotment of Preference shares are stated in the notes to accounts of Financial Statements, forming part of this Annual Report.

During the financial year other than aforesaid, the Company has neither issued any shares nor has granted stock options or sweat equity.

3. Directors and Key Managerial personnel:

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

Re-appointments:

Introductions to the Board:

a) During the year based on the recommendation of the Nomination and Remuneration Committee, the Board, vide resolution passed on May 25, 2023, appointed Mr. Anurag Toshniwal (DIN: 00426913) and Mrs. Sejal Dinesh Mehta (DIN: 10145944) as an Additional Director (NonExecutive & Independent) of the Company, for a term of 5 years commencing from May 25, 2023 upto May 24, 2028. The said appointment of Mr. Anurag Toshniwal (DIN: 00426913) and Mrs. Sejal Dinesh Mehta (DIN: 10145944) was approved by

the Members by way of a postal ballot on 25th June, 2023, in accordance with the provisions of the Act and the Listing Regulations.

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 reappointment.

Cessation:

c) During the period, there was resignation of Mr. Ashish Chuggani (DIN: 00009654) as Independent Director of the company which company received on 26th May, 2023. The Company has placed on record their sincere appreciation of the contribution made by Mr. Ashish Chuggani during his tenure on the Board of the Company.

d) Pursuant to Section 203 of Companies Act 2013, the Key managerial personnelâs (KMPs) of the Company are:

â¢ Mr. Devesh Singh Sahney, Chairman and Managing Director

â¢ Mr. Naresh Warrier, Chief Operating Officer (Appointed w.e.f. 29th March, 2024).

â¢ Mrs. Gulestan Kolah, Chief Financial Officer

â¢ Mrs. Vandana Yadav, Company Secretary and Compliance Officer

e) 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 149 (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 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 Companyâs 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. The performance of the Board was shared with Board members and suggestions were evaluated in detail. Further the reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board and based on the evaluation necessary changes in processes and policies were suggested for having an effective Board.

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 âAnnexure Iâ 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 âAnnexure IIâ 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 Companyâs financial statements in accordance with the Accounting Standards.

The policy on RPTs is hosted on the Companyâs website at www.nrbindustrialbearings.com.

11. Performance of Joint Ventures / Associate Companies:

As on March 31,2024, 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 FY 2023-24 sales turnover of NIBC was Rs.1951.65 lakhs as compared to previous FYs turnover of Rs.1932.46 lakhs. Domestic Sales Turnover increased from 1064.03 lakhs to Rs 1295.51 lakhs. Domestic market grew healthy. Export Sales Turnover decreased to 656.14 lakhs from Rs. 868.43 lakhs. 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 FY 2023-2024 the Sales Turnover of NIBL - Korta was Rs. 954.46 lakhs as compared to previous FYs turnover of Rs. 936.04 lakhs. Domestic Sales Turnover increased from 932.54 lakhs to Rs. 943.71 lakhs. The Export Sales Turnover increased from 3.50 lakhs to Rs.10.75 lakhs. New customers were added in this financial year which would help the company with favorable results in coming years.

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 managements 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 31,2024. 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 KMPâs forms part of Corporate Governance Report which is annexed to this Annual Report.

The Nomination and Remuneration Policy is available on Companyâs website at www.nrbindustrialbearings.com.

14. Meetings of the Board

7 meetings of the Board of Directors were held during the financial year 2023-24 and the gap between two consecutive board meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

15. Disclosure of composition of Audit committee and Vigil mechanism:

In accordance with Section 177 of the Companies Act, 2013, the Company have constituted the Audit Committee. The Company Secretary acts as the secretary to the committee. The Audit Committee acts as a link between the statutory auditors, internal auditors and the Board of Directors. During the year under review, there was resignation of Mr. Ashish Chuggani (DIN: 00009654) as Independent Director of the company on 26th May, 2023. The Audit Committee consists of Four Directors Mr. Anurag Toshniwal, as the Chairman, Mr. Devesh Sahney, Mr. Samrat Zaveri and Mrs. Sejal Mehta as the members of the Committee.

The details of all the Committees of the Board along with their terms of reference, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is hosted on the website of the Company www.nrbindustrialbearings.com.

The mechanism provides for addressing the complaints to Audit Committee and direct access to the Chairperson of the Audit Committee in exceptional circumstances.

16. Credit Rating of Securities:

The Companyâs Bankers do not require the bank facilities to rated and hence the Company has not obtained credit rating for its various bank facilities:

17. Internal Control System and their adequacy:

The Company has an internal control system commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. Internal Audit is conducted at regular time interval in the Company. The scope and authority of the Internal Audit is defined by Audit committee. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

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 S R B C & 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 Auditorâs Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2023-24, 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 AJS & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report on Secretarial Audit is annexed as âAnnexure 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 202324.

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 âVâ.

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 Companyâs 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

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31of 2016) during the FY 2023-24.

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 done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the Financial year 2023-2024

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. Listing with Stock Exchange

The Equity Shares of the Company are continuing to be listed on the BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ). The Company has paid Annual Listing Fees for the Financial Year 2023-24

to both the Stock Exchanges well within the specified time.

27. Extract ofAnnual Return:

The extract of Annual Return of the Company as on March 31,2024 is available on the Companyâs website and can be accessed at www.nrbindustrial bearings.com.

28. 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 âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ (âthe Codeâ). 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 âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)â in compliance with the PIT Regulations. The aforesaid Codes are posted on the Companyâs website and can be accessed by using web link at https://www.nrbindustrialbearings.com/policy-and-code-of-conduct/

29. 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. Itâs an optimum mix of expertise (including financial expertise), leadership and professionalism.

30. 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 31st March, 2024. The certificate is given in Annexure - VI.

31. 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 stakeholdersâ 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.

32. 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.

33. Management Discussion and Analysis:

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

34. Annexures forming part of this Annual Report:

Annexure No.	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Form no. AOC-2 -Related party transactions
III	Form no. AOC-1 - Joint Ventures/ Associate company details
IV	Secretarial Audit Report for the period under Review
V	Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act, 2013.
VI	CEO/CFO Certification

35. Cautionary Statement:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementâ 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.

36. Directors Responsibility Statement:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2023-24 are in conformity with the requirements of the Companies Act, 2013. Your Companyâs 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 Companyâs internal financial controls were adequate and effective during FY 2023-24.

f) Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs 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. 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 Companyâs 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.

On behalf of the Board For NRB Industrial Bearings Limited

Sd/-

Devesh Singh Sahney Chairman and Managing Director DIN:00003956

Place: Mumbai Date: May 21, 2024

Mar 31, 2018

To,

The Members,

NRB Industrial Bearings Limited,

Mumbai - 400 001

The directors submit annual report of NRB Industrial Bearings Limited (the âCompanyâ or âNIBLâ) along with the audited financial statements for the financial year (FY) ended March 31, 2018. Consolidated performance of the Company and its associates, has been referred to wherever required.

1. Financial Overview:

a . A summary of the Companyâs Financial Performance during the Financial Year:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Total Revenue for the Year	4612.81	4396.20
Profit/(Loss) before Depreciation, Exceptional Items and Taxes	(1153.38)	(1074.24)
Depreciation and Amortization Expenses	892.28	891.87
Profit/(Loss) before Exceptional Item	(2045.66)	(1966.11)
Exceptional Item	-	-
Profit/(Loss) before Tax	(2045.66)	(1966.11)
Tax expenses	NIL	NIL
Other Comprehensive Income	11.92	(13.30)
Total Comprehensive Income	(2057.58)	(1952.81)
Other Equity	287.62	169.81
EPS
- Basic	(8.44)	(8.11)
- Diluted	(8.44)	(8.11)

This report 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 April 1, 2017 to March 31, 2018 (hereinafter referred as financial year).

b. Transfer to Reserves:

No amount has been transferred to reserves, due to accumulated losses.

c. Dividend:

Your Directors do not recommend dividend for the period under review due to losses made during the year

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

Not applicable as the Company has not declared any dividend in past and neither during the year under review.

e. Public Deposits:

Company has not accepted any public deposit and as such no amount on account of principle or interest on deposit from public was outstanding as on the date of the balance sheet.

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

No significant and material orders have been passed by any Regulators or Courts or Tribunals which can have an impact on the going concern status and the Companyâs operations in future

g. Material changes and commitment if any affecting the financial position of the Company occurred between the ends of the Financial Year to which this financial statements relate and the date of the report:

There was no material changes and commitments affecting the financial position of the Company occurred between the Financial Year to which this financial statements relate on the date of this report.

2. Operations Overview Overall:

a) Companyâs Performance:

Your Companyâs turnover stood at Rs. 4469.27 lakhs for the financial year ended March 31, 2018 as against Rs. 4279.49 lakhs in the previous year. Company registered the growth of 4 % over previous year.

Domestic Industrial market is showing positive growth in terms of demand for engineering products. The first half of 2017-18 was subdued, however; demand in industrial market started improving in second half of the financial year resulting in growth.

Export market continues to grow, Export turnover of your Company for the financial year was Rs. 1216.67 lakhs as against previous year Rs. 986.97 lakhs resulting in growth of 23%.

Operational Overview:

The global economy in 2017 was moderate. However, the year 2018-19 promises healthy growth of Indian economy which will support the core industrial growth leading to increase in demand of your companyâs products and expected to accelerate growth in domestic and export market.

First half of 2017-18 was affected due to demonetization effect and GST introduction which was stabilized in second half of the year,this led to increase in demand for Industrial products. Industrial manufacturers in India are looking at digitalizing their vertical and horizontal value chain from product development and purchasing to manufacturing, logistics and services.

Apart from investing in new product development, Industrial market is moving to Product and Service offerings. While the focus continues on penetrating the domestic market, Indian manufacturers are also looking forward to reach global market by Sales growth and identifying new geographies.

Your company has world class manufacturing facility with fully equipped Research and Development Center for new product development in order to meet the competitive industrial market requirements.

As per government policy, more focus on localized critical product under âMake in Indiaâ, your Company has enlarged the product range in variety of bearings to expand the range and fulfill the requirement of industrial customers.

Service to customers is a critical component for overall business growth in both OEM and Distribution business. Industrial OEM segment is very competitive with on time delivery requirements. Expectations from the supplier is to carry inventory and supply Just in Time (JIT). We are aligning our internal processes to meet customers expectations.

The focused segments in OEM business are Textile, Machine tool, Material handling, Industrial Electrical, Industrial Gear Box and Jute segment. Your company has taken steps forward with key account management approach and segment wise strategies to improve market share in all above key OEM segments.

We are expanding the distribution network,in order to reach each potential industrial markets. Your company has initiated the Sub-distribution model to ensure the availability of products to all the potential customers on time.

During the year, we have focused on segments such as Agriculture, Jute, Textile, Metal, Cement, Mining and Paper and Pulp to explore new avenues of business.

Your Company organized its 5th Dealer Symposium in April 2018, with event theme âAccelerating Growthâ. The Symposium helps strengthening the partnership and create synergy between the Company and Distribution partners. High performing distributors were recognised and felicitated in Dealer Symposium.

This year your company is specifically focusing on âBrand buildingâ. Expanding the product range with developing the new products based on customer demand, enlarge scope of serving the customers to their satisfaction and introducing âE-commerce business modelâ.

Your company has participated in exhibitions both at a domestic and international level.

Your Company has implemented Customer Relationship Management (CRM) for managing customerâs interactions. We have successfully implemented GST during the period under review.

c) Quality Assurance:

Your company is certified with ISO 9001:2015, ISO 14001:2015 , OHSAS 18001:2007 (EHS). This international certification has enhanced the level of customer confidence. Our focus is on minimizing environmental impacts and provide safe and healthy working environment. In order to prevent injury and occupational health hazard, the company provides training to employees, contractual personnel, vendors and service providers for effective implementation of EHS requirement.

Your Company focused on strengthening the internal processes for minimizing rejections and improving customer satisfactions by implementing failure prevention control.

As part of the Environmental management System, commitment to conserve resources, we have converted all street lights to LED lighting system resulting in power saving.

d) Change in nature of business:

The Company manufactures Bearings for Industrial applications.

There has been no change in the nature of business activities of the Company during the year under review.

e) Share Capital:

Members have approved in 6th Annual general meeting held on August 3, 2017 for issuance of 2,00,00,000 6% Redeemable, Cumulative, Non-convertible Preference shares of Rs.10/- each aggregating to Rs.20,00,00,000/- (Rupees Twenty crores only) for term of 5 years to Mr. Trilochan Singh Sahney under private placement.

Considering the exsiting financial position of the company, Company has accepted the proposal received from preference shareholder for variation in terms and conditions of issued Preference shares of the company.

Further the revised terms and conditions for entire issued 4_f00_f00_f000 Preference shares were as mentioned below:

1. Rate of dividend shall be 2%

2. Tenure/ redemption period of Preference issue will be 10 years.

Hence, the existing paid up share capital of your Company as on 31st March, 2018 is Rs. 44,84,61,300/divided into 2,42,30,650 Equity Shares of Rs. 2/- each and 4,00,00,000 Preference Shares of Rs. 10/- each.

3. Directors and Key Managerial Personnel:

i. Pursuant to provision of section 149 of Companies Act, 2013 (the Act), Mr. Manish Choksi, (DIN No.: 00026496), Mr. Gaurav Motwane (DIN No.: 00746165) and Mr. Ashish Chugani (DIN No.:00009654 ) are the Independent Directors of the company and they

have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

ii. In accordance with the provisions of the Section 152 of Companies Act, 2013 read with applicable Rules, Mr. Devesh Singh Sahney (DIN:00003956), retires by rotation at the ensuing 7^th Annual General Meeting and being eligible, offers himself for a re-appointment.

iii. Mr. Kaushal Aggarwal (DIN:00153487) was appointed as Independent director in 4^th Annual general meeting held on 7^th July, 2015 for the tenure of five consecutive year. He ceased to be a director of the Company w.e.f. 7^th August, 2015, hence with pursuant to Section 161(4) of Companies act 2013, Mr. Gaurav Motwane (DIN: 00746165) was appointed as an Independent Director in casual vacancy w.e.f. 6^th November, 2015.

iv. Pursuant to the provisions of section 203 of Companies Act 2013, the Key managerial personnel of the Company are :

1) Mr. Devesh Singh Sahney, Managing Director,

2) Mr. Ratnakar Mehendale, Chief Financial Officer and

3) Mrs. Ratika Gandhi, Company Secretary and Compliance Officer.

There has been no change in the key managerial personnel during the year.

4. Familiarization Programme for Independent Directors:

The Independent Directors are time to time been provided with detailed understanding of business activities of the Company. All Independent Directors are aware about terms of appointment, duties, responsibilities and expected time commitments.

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

5. Evaluation of the Boardâs Performance:

As per requirement of Section 134(P) of Companies Act, 2013 and other applicable rules and regulations, 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 Director. The performance of the Board was shared with Board members and suggestions were evaluated in detail. Further the reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Independent directors have meet separately on 29th March, 2018.

6. Remuneration Policy:

The Board has framed Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws and is approved by the Nomination and Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior management employees. The remunerations paid to Directors and KMPâs forms part of Corporate Governance Report wherever applicable.

7. 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)(a)(B)(C) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure Iâ and is attached to this Report.

8. Statement Concerning Development And Implementation of Risk Management Policy of The Company:

The Board has constituted the Risk Management Committee with pursuant to requirements of the Companies Act, 2013 along with applicable Rules and requirements under Regulation 17 (9) of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, in order to implement and monitor the risk management plan for the Company.

9. Details Of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility Initiatives:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. Particulars of Loans, Guarantees or Investments Made Under Section 186 of Companies Act, 2013:

The particulars of loans, guarantees and investments given by the Company in the year 2017-18 as per Section 186 of Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

11. Particulars of Contracts or Arrangements made with Related Parties:

a. Related Party Transactions (RPT):

None of the contracts or arrangements with related parties fall under the scope of Section 188 (1) of Companies Act, 2013 and Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in âAnnexure IIâ in Form AOC -2 and the same forms part of this report.

All related party transactions are in the ordinary course of business and at armâs length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

b. Policy on Related Party Transactions:

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. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Indian Accounting Standards.

The Company has adopted âRelated party transactions policyâ and the same has been displayed on the Companyâs website: www.nrbindustrialbearings.com.

12 Subsidiaries /Joint Ventures/Associate Companies:

i. The company has framed a Policy for determining material subsidiaries. However the Company does not have any subsidiary as defined under Companies Act, 2013 at present.

ii. Pursuant to section 134 of Companies Act 2013 Read with Rule 8 (5)(iv) during the period of review there were no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies.

iii. A statement containing salient features of the financial statements of the Companyâs joint venture/associate company in Form AOC-1 is attached to the financial statements of the Company.Company has complied with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, Accounting for Investments in Associates in Consolidated Financial Statements and Financial Reporting of Interests in Joint Ventures, respectively, hence company has provide Standalone and Consolidated financials for FY 2017-18.

NRB Industrial Bearings Limited holds 35% equity participation in NRB - IBC Bearings Private Limited (NIBC) which is a joint venture with IBC Industrial Bearings and Components AG, Switzerland. Further with Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 statement containing the financial statement of subsidiaries/associate companies/joint ventures is annexed as âAnnexure IIIâ in form AOC -1.

iv. As of March 31, 2018 the consolidated results include the working of the associate company. Despite the challenging environment in the Indian economy post GST, NIBC achieved overall sales growth of 56.6% from increased sales volumes from Rs. 744.27 lakhs ( previous year) to Rs. 1165.53 lakhs (current year). Domestic turnover has increased by 42% and export turnover has increased by 73% in this current year against previous year.

v. NIBC has maiden its cash profit of Rs. 37.49 lakhs in this year. NIBC expects to further capitalize on growth opportunities during the current year and enhance profitability with emphasis on improving quality and productivity.

13. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports and managementâs reply for the same.

There are no qualifications in the Statutory Auditors report and Secretarial Auditor Report of the Company during the period of review.

14. Companyâs policy relating to directors appointment, payment of remuneration and discharge of their duties:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and have constituted proper composition of Board and Independent directors for various committees.

The Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as âAnnexure VIIâ.

There is no material pecuniary benefits to Independent directors from Company or any Promoter group.

15. Number of Board Meetings Conducted during the year under review:

The Board met 5 (Five) times, 2 (two) circular resolutions were past and 1 (one) meeting of Independent Directors was held during the financial year, details of which are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and other stock exchange rules and Regulations. Agenda papers were circulated to the directors in advance for each meeting. All relevant information as required under Schedule II of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 was placed before the Board from time to time.

16. Cost Compliance Report

Cost audit is not applicable to your company but, Companies (Cost Accounting Records) Rules, 2011 dated. June 03, 2011 issued by Ministry of Corporate Affairs is applicable to the Company and that the Company maintains the records in prescribed form for the period under review.

17. Disclosure of composition of Audit committee and Vigil mechanism policy:

Under provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, The Audit Committee consists of the following members:

i Mr. Manish Choksi : Chairman Independent Director

ii Mr. Gaurav Motwane : Independent Director

iii Mr. Ashish Chugani : Independent Director

iv Mr. Devesh Sahney : Managing Director

The Company has established a vigil mechanism through the committee, the genuine concerns expressed by the employees and other Directors are taken on records which forms part of annual report as âAnnexure IVâ. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

18. Internal control system:

The Company has an internal control system and conducts Internal Audit. The scope and authority of the Internal Audit function is defined by Audit committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Audit committee evaluates the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

Audit committee reviews the suggestions and comments given by Internal Auditors and put in process accordingly

19. Shares :

a. Buy back of securities

The Company has not bought back any of its securities during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus shares

No Bonus Shares were issued during the year under review.

d. Employees stock option plan

The Company has not provided any Stock Option Scheme to the employees.

e. Preference Share

i) In financial year 2017-18, Company has allotted 2% Redeemable, Cumulative, Non-convertible Preference shares to Mr. Trilochan Singh Sahney under private placement for 2,00,00,000 (Two Crore) preference shares each having nominal value of Rs. 10/- (Ten Only) amounting to Rs. 20,00,00,000/-(Rupees Twenty crores only).

ii) Further the terms and conditions for existing 4,00,00,000 (Four Crore) Preference shares were revised as mentioned below:

1. Rate of dividend shall be 2%

2. Tenure/ redemption period of Preference issue will be 10 years.

Board has accepted the proposal by reviewing current financial situation of the Company.

20. Auditors :

There is no adverse remarks made by the Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observations made by the Auditors in their report. Hence, no separate explanation is given.

The Statutory Auditors of the Company are M/s. Deloitte, Haskins and Sells, Chartered Accountants with an ICAI Firm Registration No. ICAI 117365W have audited the Financial Statements of the Company for the period April 1, 2017 to March 31, 2018. The Statutory Auditors were appointed by the members of the Company at the 4th Annual General Meeting of the Company held on July 7, 2015 to audit the Financial Accounts of the Company. Their term in the office of Statutory Auditors concludes at the Seventh Annual General Meeting.

Accordingly, the tenure of statutory auditors expires on this ensuing 7^th Annual general meeting, hence with pursuant to Section 139, 142 and other applicable sections read with Rule 3, 4,5 and 6 of Companies (Audit and Auditors ) Rules 2014, Company hereby proposes to re-appoint Deloitte Haskins and Sells, (ICAI Firm Registration No. 117365W), Chartered Accountants for their next term of 5 consecutive years, subject to approval of their appointment in the ensuing Seventh Annual General Meeting.

M/s. Deloitte, Haskins and Sells have expressed their willingness to continue as the Statutory Auditors of the Company in letter dated May 29, 2018 and have furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013 and the rules framed thereunder to hold the office of Statutory Auditors of the Company for the financial year 2018-19.

21. Fraud Reporting:

Pursuant to section 134(3) (ca) and section 143 (12) of Companies act 2013 read along with all other applicable sections of the and rules read together, during the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

22. Statutory and Material Orders by Regulatory authorities/Courts or Tribunals:

Pursuant to Rule 8 (5)(vii) of Company (Accounts) Rules, 2014 and other aplicable section of companies Act, 2013 there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

23. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed AJS and Associates proprietor Mr. Ajit Sharma, Practicing Company Secretary to undertake the Secretarial Audit for the financial year 2017-18 of the Company. The report forms part of Annual report as âAnnexure Vâ.

According to the Board of Directors, the report does not have any adverse remark.

24. 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 âVIâ.

25. Extract of Annual Return :

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 MGT-9, is furnished on companyâs website:http://www. nrbindustrialbearings.com/shareholder.php .

Note: The above is been provided with effect of official notification in Gazette of India by Ministry of Law and Justice Reference no.: New Delhi, Wednesday, the 3rd January, 2018/Pausha 13, 1939 (Saka).

26. Corporate Governance :

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from M/s AJS and Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms part of Annual report.

27. 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.

28. Annexures forming part of this Annual Report :

Annexure No.	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Form AOC-2 -Related party transactions
III	Form AOC-1 - Joint Ventures details
IV	Vigil mechanism / Whistle Blower policy
V	Secretarial Audit Report for the period under review
VI	Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act, 2013.
VII	Nomination and Remuneration policy

29. Cautionary Statement :

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementâ 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.

30. Directors Responsibility Statement

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2017-18 are in conformity with the requirements of the Companies Act, 2013. Your company 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) and Section 134(5) of the Companies Act, 2013, your Directors further confirm as under:

i) Preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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;

iii) 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;

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

v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

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 Companyâs internal financial controls were adequate and effective during FY 2017-18.

31. 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 Companyâs Customers, Vendors and Institutions. Your Directors also wishes 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 sincere appreciation to the shareholders of the Company for unstinted support and confidence reposed in the management of the Company.

For and on behalf of Board of Directors

T. S. Sahney D.S.Sahney

Chairman Managing Director

DIN:00003873 DIN:00003956

Place: Mumbai

Date: May 29, 2018

Mar 31, 2017

To,

The Members,

NRB Industrial Bearings Limited,

Mumbai - 400 001

The directors submit annual report of NRB Industrial Bearings Limited (the "Company" or "NIBL") along with the audited financial statements for the financial year (FY) ended March 31, 2017. 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:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Total Revenue for the Year	4,076.67	4,080.98
Profit/(Loss) before Depreciation, Exceptional Items and Taxes	(697.74)	(1151.16)
Depreciation and Amortization Expenses	764.57	768.60
Profit/(Loss) before Exceptional Item	(1462.31)	(1919.76)
Exceptional Item	-	-
Profit/(Loss) before Tax	(1462.31)	(1919.76)
Tax expenses	NIL	NIL
Balance carried forward to General Reserve	(7662.69)	(6,200.38)
EPS
- Basic	(6.63)	(7.92)
- Diluted	(6.63)	(7.92)

This report of Directors along with its Annexure, Management Discussion and Analysis Report, Corporate Governance Report, Financial Statements along with their Notes are prepared for the period April 1, 2016 to March 31, 2017 (hereinafter referred as financial year).

b. Transfer to Reserves:

No amount has been transferred to reserves, due to accumulated losses.

c. Dividend:

Your Directors do not recommend dividend for the period under review due to losses made during the year.

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

Not applicable as the Company has not declared any dividend in past and neither during the year under review.

e. Public Deposits:

Company has not accepted any public deposit and as such no amount on account of principle or interest on deposit from public was outstanding as on the date of the balance sheet.

f. Material changes and commitment if any affecting the financial position of the Company occurred between the ends of the Financial Year to which this financial statements relate and the date of the report:

There was no material changes and commitments affecting the financial position of the Company occurred between the Financial Year to which this financial statements relate on the date of this report.

2. Operations Overview Overall:

a) Company''s Performance:

Your Company''s turnover stood at Rs. 4,076.66 Lakhs for the financial year ended March 31, 2017 as against Rs. 4,080.98 Lakhs in the previous year. Domestic market conditions remained subdued in Second half of the Financial Year, resulting in no growth in turnover.

Export market continues to grow, Export turnover of your Company for the financial year was Rs. 986.97 Lakhs as against previous year Rs. 905.36 Lakhs.

Operational Overview:

Progress in global economy in 2016 was moderate, However, the year 2017-18 promises healthy growth of Indian economy which will support the core industrial growth leading to increase in demand of your company''s products and expected to accelerate growth in domestic and export market.

The Indian economy has faced traction due to economic measures taken by government in November 2016, resulting in slow down of consumer spending and reduction in investment, which tied up the purchasing power and left behind stillness in Indian economy. Introduction of the Goods and Services Tax (GST) with an intention to simplify the tax structure and transparency in business, will result in favorable growth in all sectors.

The Government has controlled inflation during the year and given a boost the foreign investments in India. During the year Government tried to simplify export/ import procedures by launching Customs Electronic Commerce Interchange Gateway portal thereby simplifying border and documentary compliance procedures. This reform applies to both New Delhi and Mumbai.

With more focus on localized critical product under "Make in India'', your Company has large potential to grow in industrial market.

Your company has strong focus on R&D for new product developments in order to meet the competitive industrial market requirements.

OEM business accounts for 40% of total demand in industrial bearings and this market is characterized by requirements of high quality, stringent delivery norms and cost competitiveness. Estimated OEM market for industrial bearings in India is Rs. 2900 crore with growth rate of 3.5%. The OEM segment have been facing price competitiveness in their markets. Hence this burden is being transferred to their suppliers. The focused segments in OEM business are Textile, Material handling, Pumps & Motors, Compressors & Blowers, Mining, Gear Box, Printing & Industrial electrical. Your company has taken steps forward to be present in all above key OEM segments.

Your company''s focus is to increase the distribution network to reach each potential industrial area and ensure the availability of products to all the potential customers. During the year your company has focused on segments such as Metal, Cement, Mining, Textile, Agriculture, and Paper & Pulp to start new avenues of business.

Your Company organized its 4th Dealer Symposium in February 2017, with an objective to strengthen partnership & initiate team building where high performing distributors were felicitated.

Our Focus is to build the brand and develop a quality customers base by participating in exhibitions both at a domestic and international level. Your company participated in the IMTS exhibition in Chicago, North USA in September 2016, which is well known as world''s leading show for Industrial Motions, Drives and Automation which highlights innovation and value added solutions in all the key segments.

Your company in order to enhance the level of Customer satisfaction has initiated implementation of ISO 14001:2015, BS OHSAS 18001:2007 (EHS) standard requirement which focuses on minimizing environmental impacts & provide safe and healthy working environments to prevent injury and occupational health hazard. Company provides training to employees, contractual personnel, vendors & service providers for effective implementation of EHS requirement. The EHS objectives are reviewed by senior management for compliance level, adequacy & continual improvement.

b) Change in nature of business:

The Company manufactures Bearings for Industrial applications.

There has been no change in the nature of business activities of the Company during the year under review.

c) Share Capital:

In 2016-17 the Company further issued and allotted 1,00,00,000 6% Redeemable, Cumulative, Non-convertible Preference shares of Rs.10/- each aggregating to Rs. 10,00,00,000/- (Rupees Ten crores only) to Mr. Trilochan Singh Sahney under private placement. Hence, the existing paid up share capital of your Company as on 31st March, 2017 is Rs. 24,84,61,300/- divided into 2,42,30,650 Equity Shares of Rs. 2/- each and 2,00,00,000 Preference Shares of Rs. 10/- each.

3. Directors and Key managerial personnel:

i. Pursuant to provision of section 149 of Companies Act, 2013 (the Act), Mr. Manish Choksi, Mr. Gaurav Motwane and Mr. Ashish Chugani are the Independent Directors of the company and they have submitted declaration that each of them meets the criteria of independence as provided in Section 149(7) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

ii. In accordance with the provisions of the Section 152 Companies Act, 2013 read with applicable Rules, Mrs. Harshbeena Sahney Zaveri (DIN No: 00003948 ), retires by rotation at the ensuing 6th Annual General Meeting and being eligible, offers herself for a re-appointment.

iii. Mr. Kaushal Aggarwal (DIN 00153487) was appointed as Independent director in 4th Annual general meeting held on 7th July, 2015 for the tenure of five consecutive year. He ceased to be a director of the Company w.e.f. 7th August, 2015, hence with pursuant to Section 161(4) of Companies act 2013 Mr. Gaurav Motwane (DIN 00746165) was appointed as an Independent Director in casual vacancy w.e.f. 6th November, 2015.

iv. Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Devesh Sign Sahney, Managing Director, Mr. Ratnakar Mehendale, Chief Financial Officer and Mrs. Ratika Gandhi, Company Secretary. There has been no change in the key managerial personnel during the year.

Familiarization Programme for Independent Directors:

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''s.

Evaluation of the Board''s Performance:

As per requirement of Companies Act, 2013 and other applicable rules and regulations, 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.

Independent directors have meet separately during the period of review.

Remuneration Policy:

The Board has framed Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws and is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior management employees. The remunerations paid to Directors and KMP''s forms part of Corporate Governance Report wherever applicable.

4. 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'' and is attached to this Report.

5. Statement Concerning Development And Implementation of Risk Management Policy of The Company:

6. Details Of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility Initiatives:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

7. Particulars of Loans, Guarantees or Investments Made Under Section 186 of Companies Act, 2013:

The particulars of loans, guarantees and investments given by the Company in the year 2016-2017 as per Section 186 of Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

8. Particulars of Contracts or Arrangements made with Related Parties:

a. RPT transactions:

None of the contracts or arrangements with related parties fall under the scope of Section 188 (1) of Companies Act, 2013 and Section 134(3)(h) of the Act 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 report.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or for which approval of the shareholders is required. All related party transactions are in the ordinary course of business and at arm''s length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

b. Policy on Related Party Transactions:

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. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards. The Company has adopted a policy on ''Related party transactions policy'' and the same has been displayed on the Company''s website: www.nrbindustrialbearings. com.

9 Subsidiaries /Joint Ventures/Associate Companies:

The company has framed a Policy for determining material subsidiaries. However the Company does not have any subsidiary as defined under Companies Act, 2013 at present.

A statement containing salient features of the financial statements of the Company''s joint venture/associate company in Form AOC-1 is attached to the financial statements of the Company.

Company has complied with AS 23, Accounting for Investments in Associates in Consolidated Financial Statements and AS 27, Financial Reporting of Interests in Joint Ventures, respectively, hence company has provide Standalone and Consolidated financials for FY 2016-17.

NRB Industrial Bearings holds 35% equity participation in NRB -IBC Bearings Private Limited which is a joint venture with IBC Industrial Bearings and Components AG, Switzerland. Further with Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 statement containing the financial statement of subsidiaries/ associate companies/joint ventures is annexed as ''Annexure III'' in form AOC -1.

10. 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 in the Statutory Auditors report and Secretarial Auditor Report of the Company during the period of review.

11. Company''s policy relating to directors appointment, payment of remuneration and discharge of their duties:

The Nomination and Remuneration Policy recommended by Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as

''Annexure VIII''.

There is no material pecuniary benefits to Independent directors from Company or any Promoter group.

12. Number of Board Meetings Conducted during the year under review:

The Board met 4(Four) times and 2 (two) circular resolutions were past and one meeting of Independent Directors was held during the financial year, details of which are given in the Corporate Governance Report which forms part of this Annual Report.

13. Cost Compliance Report

Cost audit is not applicable to your company but, Companies (Cost Accounting Records) Rules, 2011 dt. June 03, 2011 issued by Ministry of Corporate Affairs is applicable to the Company and that the Company maintains the records in prescribed form for the period under review.

14. Disclosure of composition of Audit committee and Vigil mechanism policy:

Under provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, The Audit Committee consists of the following members:

i Mr. Manish Choksi : Chairman (Independent Director)

ii Mr. Gaurav Motwane : Independent Director

iii Mr. Ashish Chugani : Independent Director

iv Mr. Devesh Sahney : Managing Director

The Company has established a vigil mechanism through the committee, the genuine concerns expressed by the employees and other Directors are taken on records which forms part of annual report as ''Annexure IV''. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

15. Internal control system:

Audit committee reviews the suggestions and comments given by Internal Auditors and put in process accordingly.

16. Shares :

a. Buy back of securities

The Company has not bought back any of its securities during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus shares

No Bonus Shares were issued during the year under review.

d. Employees stock option plan

The Company has not provided any Stock Option Scheme to the employees.

e. Preference Share

In financial year 2016-17, Company has allotted Redeemable, Cumulative, Non-convertible Preference shares to Mr. Trilochan Singh Sahney under private placement for 1,00,00,000 (One Crore) preference shares each having nominal value of Rs. 10/- (Ten Only) amounting to Rs. 10,00,00,000/-(Ten crore only).

17. Auditors :

According to the Directors, there is no adverse remarks made by the Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/ observations made by the Auditors in their report. Hence, no separate explanation is given.

The Statutory Auditors of the Company are Messrs Deloitte, Haskins & Sells, Chartered Accountants with an ICAI Firm Registration No. 117365W have audited the Financial Statements of the Company for the period April 1, 2016 to March 31, 2017. The Statutory Auditors were appointed by the members of the Company at the 4th Annual General Meeting of the Company held on July 7, 2015 to audit the Financial Accounts of the Company. Their term in the office of Statutory Auditors concludes at the Seventh Annual General Meeting and their appointment is be ratified pursuant to provisions of Section 139 of the Companies Act, 2013 read along with the applicable rules framed there under.

M/s. Deloitte, Haskins & Sells have expressed their willingness to continue as the Statutory Auditors of the Company and vide a letter dated May 27, 2017 have furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013 and the rules framed there under to hold the office of Statutory Auditors of the Company for the FY 2017-18.

18. Secretarial Auditor :

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed AJS & Associates proprietor Mr. Ajit Sharma, Practicing Company Secretary to undertake the Secretarial Audit for the Financial Year 2016-17 of the Company. The report forms part of annual report as ''Annexure V''.

According to the Board of Directors, the report does not have any adverse remark.

19. 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 VI''.

20. Extract of Annual Return :

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Form MGT-9 ''Annexure VII'' and is attached to this Annual Report.

21. Corporate Governance :

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from M/s AJS & Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms part of annual report.

22. Management Discussion and Analysis :

23. Annexure forming part of this Annual Report :

Annexure No.	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Form AOC-2 -Related party transactions
III	Form AOC-1 - Joint Ventures details
IV	Vigil mechanism /Whistle Blower policy
V	Secretarial Audit Report for the period under review
VI	Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act, 2013.
VII	Form MGT-9 - Extract of the Annual Return
VIII	Nomination and Remuneration Policy

24. 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.

25. Directors Responsibility Statement

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2016-17 are in conformity with the requirements of the Companies Act, 2013. Your company 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 confirm as under:

i) Preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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;

iii) 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;

iv) The Directors had prepared the annual accounts on a going concern basis;

v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

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 FY 2016-17.

26. 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 wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and the local authorities for the continued support.

Your Directors register their sincere appreciation to the Share holders of the Company for unstinted support and confidence reposed in the management of the Company.

For and on behalf of Board of Directors,

T. S. Sahney D.S.Sahney

Chairman Managing Director

(00003873) (00003956)

Place: Mumbai

Date: May 29, 2017

Dec 31, 2013

To The Members of NRB Industrial Bearings Limited,

The Directors are presenting the 3rd Annual Report and Audited Statement of Accounts for the Fifteen Months period ended 31st December, 2013.

1. FINANCIAL RESULTS

For the Period For the Period Particulars From 01.10.2012 From 01.04.2012 to 31.12.2013 30.09.2012 Rs. Lacs Rs. Lacs

Sales & Other Income 3,154.97 -

EBITDA (1,041.46) (0.27)

Less :

Provision For :

- Depreciation 693.47 -

- Interest 688.90 -

- Tax (106.12) -

Profit/ Loss After Tax (2,316.90) (0.27)

Surplus brought forward (1.70) (1.43)

Profit available for appropriation - -

Transfer to General Reserve

Balance Carried Forward (2,318.60) (1.70)

2. FINANCIAL/OPERATION PERFORMANCE REVIEW:

The Company had started its operation and has during the year under review, recorded a turnover of Rs.3001.87 lacs. Further, the Company has incurred loss after tax of Rs.2,316.90 lacs.

Your company originally the Industrial Bearings Division was demerged from NRB Bearings Limited on October 1, 2012. Machinery and equipment engaged in production of certain types of Industrial Bearing was shifted from the NRB Bearings Plants. Transfer and installation of these machines was completed by March 2013. Many of the old machines need to be refurbished and this process would be completed in next six months.

Production of Ball and Cylindrical Roller Bearings as also setting up modern tool room, metrology and R&D facilities, has commenced with latest state of art machinery and equipment mainly imported from Europe and installed.

The company has recruited young and talented workforce with ITI qualified workman for machine and other operation engineer for operational/supervision. Practical training about product and processes has also been imparted at the company''s Learning Centre.

During the period, business environment remained difficult and operating in such an environment was challenging. The economy has grown at a very slow rate leading to low production and low investment for expansion or new ventures. Distributors are carrying large stocks, leading to lower off - take.

This difficult and challenging environment has resulted into operating losses.

We however, are optimistic for the coming financial period of 15 months, ending 31st March, 2015. We are enlarging our customer base and offering of new products both within India and in overseas. The global economy is steadily growing and surge in demand is expected to result in improved sales turnover and better profitability.

3. DIVIDEND:

Considering the loss made, the Directors of your Company do not recommend any dividend for the period under review.

4. LISTING OF SHARES:

The shares of the company were listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange (BSE) and got trading permission effective from 9th April, 2013.

5. EXTENSION OF ACCOUNTING YEAR:

The Company got the permission to extend the financial year from the Registrar of Company for three months and extend it up to 31st March 2014 (i.e in aggregate by 6(six) months). The Board of Directors decided to keep the accounting year of 15(fifteen) months starting from 1st October, 2012 and ending on to 31st, December, 2013. As a consequences of the said change the figures in statement of profit and loss figures for current year are of fifteen months ending 31st December, 2013, whereas the comparative figures for previous year are for 6(six) months ending 30th September, 2012.

6. DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Trilochan Singh Sahney retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, during the period under review, three additional Directors Mr. Shailesh Rajnikant Sheth, Mr. Pankaj Madhav Baliga, and Mr. Daljit Lilaram Mirchandani were appointed on 31st October, 2012. However, on 14th February, 2014, Mr. Daljit Lilaram Mirchandani resigned from Directorship of the company. The Board placed on record its appreciation of the valuable contribution made by Mr. Daljit Lilaram Mirchandani at the Board meeting held and his guidance and conduct of the Audit Committee meetings during his tenure as Chairman of the Audit Committee.

7. SUBSIDIARY COMPANY :

The Company had one wholly owned Subsidiary namely NRB-IBC Bearing Pvt. Limited, which ceased to be the wholly owned subsidiary of the company w.e.f. 9th December, 2013. Therefore the Statement specified in Section 212 of the Companies Act, 1956 relating to Subsidiary Companies are not attached to this report and also the Audited Consolidated financial statements, which form part of the Annual Report as required by the Listing Agreement with the stock exchanges are also not attached.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied 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 as on 31st December, 2013 and the profit of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the annual accounts have been prepared on a going concern basis.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Clause 49(F) of the Listing Agreement is annexed hereto as Annexure-I and forms part of Directors'' Report.

10. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE:

A detailed report on corporate governance of the Company as required under Clause 49(VI) of the Listing Agreement is enclosed as Annexure-II. A Practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

11. PUBLIC DEPOSITS:

Your Company has neither invited nor accepted any deposits from public within the meaning of the Companies (Acceptance of Deposits) Rule, 1975, during the last Financial Period.

12. AUDITORS:

M/s. Delloitte Haskins & Sells, Chartered Accountants, Mumbai, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if reappointed.

They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956.

The product "Bearings" is subject to cost audit under the Central Government Rules. M/s Nanabhoy & Co., Cost Accountants, Mumbai have been appointed as the Cost Auditors for period ending 31st March, 2015.

13. AUDITORS'' REPORT:

Trie Auditors'' Report to the members together with Audited Accounts for the Fifteen months period ended 31st December, 2013 and notes thereon are attached, which are self-explanatory except on the given below matters on which they have drawn attention to:

(i) Note 41 to the Financial Statement: The Company has paid and debited to the Statement of Profit and Loss, managerial remuneration of Rs. 79.51 lacs to the Managing Director which is subject to the approval of the Central Government.

The Board noted that the requisite application has already made to the Central Government in this behalf and is confident that the same will be favorably considered as the scheme of Demerger provided that the terms and conditions of the employees joining from the Demerging company would be on the terms not less favorable than their previous employment

(ii) Note 45 of the Financial Statements: The Company had placed Inter Corporate Deposit with the company covered under Section 295 of the Companies Act, 1956 without obtaining previous approval of the Central Government. The Company will be application to the Central Government for approval of the deposit placed.

** The Board noted that the Inter corporate Deposit was placed for a short period of 30 days out of temporary surplus funds available with the company. The Inter corporate Deposit has been repaid with the interest on the due date.

14. PARTICULARS OF EMPLOYEES:

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is as follows:

Name Mr. Devesh Singh Sahney

Date of Birth 17.11.1968

Qualification Bachelors of Arts degree (Business Administration & Economics) from Richmond College, London and Master in business Administration (General Management) from the Asian Institute of Management (Philippines)

Experience 21 Years

Director Since May 2001

Date of Commencement of Employment 1st October, 2012

* Remuneration Rs. 79.51 Lacs

Last Employment NRB Bearings Limited

* Remuneration includes the basic salary and allowances.

15. PERSONNEL:

The employer-employee relations throughout the year were very cordial. The company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

16. RESEARCH AND DEVELOPMENT:

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that company increases its market share, The company always attempts to use the latest and advanced technology in production process. Keeping pace with the technological developments, the company keeps on adding sophisticated equipments with focus on automation to minimize manual intervention in the manufacturing process thereby ensuring better quality of the final products.

17. INDUSTRIAL RELATIONS:

During the year the company maintained cordial relations with the workmen''s unions at plants.

18. SAFETY, HEALTH AND ENVIRONMENT:

The company committed for establishing and maintaining a safe working environment that promotes the health and performance of all our employees as well as taking active measures to protect the environment. The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the company''s locations to minimize the consumption of natural resources and reducing waste and emissions and include greening programmes, rainwater harvesting, vermiculture, treatment plants, etc.

Safety is accorded the highest priority by the company. The Safety Policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis. Several training programmes and communication tools have been put in place. Special initiatives are being taken up such as mock drills, up gradation of Fire protection systems, encouraging reporting of near-miss incidents. All plants are striving to achieve "Accident Reduction".

19. CORPORATE SOCIAL RESPONSIBILITY:

Your company firmly believes in "inclusive growth"- improving the quality of life of the people we touch and in communities where we operate. However, the company has not undertaken any work in this area, being the first year of operation with focus on project implementation.

21. ACKNOWLEDGEMENT:

Your Directors look to the future with confidence and place on record their appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levels who, through their dedication, co-operation, support and smart work have enabled the Company to implement the project and commercial production in good time.

By Order of the Board of Directors

For NRB Industrial Bearings Limited

Sd/-

Place: Mumbai Devesh Singh Sahney

Date: 28th February, 2014 Managing Director

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