Shareholders meeting

July 06, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Exchange Plaza, C-1, Block - G, Bandra Kurla Street, Mumbai - 400 001 Complex, Bandra (East), Mumbai - 400 051 Scrip Code:530367 Symbol: NRBBEARING Dear Sir/Madam, Subject: Notice of the 61st Annual General Meeting (AGM) of the Members of the Company Please find enclosed herewith the Notice of the 61st AGM of NRB Bearings Limited scheduled to be held on Wednesday, July 29, 2026 at 3:00 P.M. (IST) through Video Conference/Other Audio-Visual Means. The said Notice forms part of the Annual Report and Annual Accounts of the Company for the Financial Year 2025-26. The Notice of the AGM is also available on the website of the Company at www.nrbbearings.com. The Notice of the AGM is being sent through electronic mode to the Members, who have registered their e-mail addresses with the Company/Depositories. Further, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is also sending a letter to those shareholders whose e-mail addresses are not registered with the Company/RTA/Depositories, providing them a web-link. This is submitted pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Kindly take the above information on record. Thanking you, For NRB BEARINGS LIMITED Khyati Danani Company Secretary & Compliance Officer Membership no. A21844 Encl: as above NOTICE FOR 61ST ANNUAL GENERAL MEETING The Members, NRB BEARINGS LIMITED NOTICE is hereby given that the 61st Annual General Meeting of the Members of NRB Bearings Limited will be held on Wednesday, July 29, 2026 at 3.00 p.m. (IST) through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 and the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with the reports of the Board of Directors and the Auditors thereon. 2. To appoint a director in place of Mr. Satish Rangani (DIN 00209069) who retires by rotation and being eligible has offered himself for re-appointment. SPECIAL BUSINESS 3. To ratify remuneration of the Cost Auditor To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, including any statutory modification or re-enactment thereof for the time being in force (hereinafter referred to as “the Act”), the remuneration of INR 1,50,000/- (Rupees One Lakh Fifty Thousand only) plus applicable taxes and out of pocket expenses payable to M/s R. Nanabhoy and Co., Cost Accountants (Firm Registration No. 7464) duly approved by the Board of Directors upon recommendation of the Audit Committee as Cost Auditors for conducting the audit of the cost records of the Company for the financial year ending on March 31, 2027, be and is hereby ratified and confirmed.” 4. To approve giving loan or guarantee or providing security under Section 185 of the Companies Act, 2013 To consider and if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 185 and other applicable provisions if any, of the Companies Act, 2013 (“the Act”) and relevant rules made thereunder (including any statutory modification(s) or amendment(s) or re-enactment( s) thereof, for the time being in force) and in accordance with Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution), for giving loan(s) in one or more tranches including loan represented by way of book debt (the “Loan”) to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by any entity which is a Subsidiary or Associate or Joint Venture or group entity of the Company or any other person in which any of the Directors of the Company is deemed to be interested as specified in the explanation to subsection 2 of section 185 of the Act of an aggregate amount not exceeding INR 200,00,00,000 (Rupees Two Hundred Crores Only). RESOLVED FURTHER THAT the consent of the Members be and is hereby accorded to Board for having given and for continuing to give, from time to time, Corporate Guarantee(s) and/or any other form of security(ies), in connection with loan(s), financial assistance or credit facilities availed or to be availed by Subsidiary or Associate or Joint Venture or group entity of the Company or any other person in which any of the Directors of the Company is deemed to be interested as specified in the explanation to subsection 2 of section 185 of the Act, up to an aggregate amount not exceeding INR 200,00,00,000 (Rupees Two Hundred Crores Only), provided that such facilities shall be utilised by the Company exclusively for its principal business activities. RESOLVED FURTHER THAT the aforementioned loan(s) and/or guarantee(s) and/or security(ies) shall only be utilized by the borrower for the purpose of its principal business activities. RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, any of the directors and the Company Secretary of the Company be and are hereby severally authorised to finalise and agree the terms and conditions of the aforesaid loan, and to take all necessary steps, to execute all such documents, deeds, instruments and writings and do all such acts, deeds and things in order to comply with all the legal and other procedural compliance including but not limited to making any filing with the banks, financial institutions and / or any statutory authorities including but not limited to jurisdictional Registrar of Companies.” By order of the Board of Directors For NRB Bearings Limited Khyati Danani Place: Mumbai Company Secretary & Compliance Officer Date: May 7, 2026 Membership no. A21844 Notes 1. In compliance with the provisions of the Companies Act, 2013 (“Act”) read with rules/circulars thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with circulars thereunder, the Annual General Meeting (“Meeting”) of the Company is being held through Video Conferencing (“VC”) facility, without the physical presence of the shareholders at a common venue. The registered office of the Company shall be deemed to be the place of the Meeting for the purpose of recording of the minutes of the proceedings of the Meeting. 2. In compliance with provisions of the Act read with rules/circulars thereunder and the provisions of SEBI Listing Regulations read with circulars issued thereunder, the Company is providing to the shareholders the facility to exercise their right to vote at the Meeting by electronic means, i.e. remote e-voting and e-voting during the Meeting (together referred to as “e-voting”). 3. The attendance of the shareholders attending the Meeting through VC will be counted for the purpose of reckoning the quorum under Section 103 of the Act. 4. Since this Meeting is being held through VC pursuant to the circulars issued by the Ministry of Corporate Affairs (“MCA”), physical attendance of shareholders has been dispensed with. Accordingly, the facility for the appointment of proxies by the shareholders will not be available for the Meeting. Further, the [Showing first 8,000 characters — download PDF for full document]