The Directors submit this 14th 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, 2025.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:

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 “financial year”).

b. Transfer to Reserves:

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

c. Dividend:

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

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

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

e. Public Deposits:

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

Deposit) Rules, 2014, during the Financial Year
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
(“NIBL”) 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 Company’s
operations in future.

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

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

2. Operational Overview:

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 company’s 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
company’s 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 Company’s 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 Company’s Affairs and Business
Review:

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

c) Change in the nature of business:

The Company manufactures bearings for
industrial applications. There has been no
change in the main nature of business activities of
the Company during the financial year under
review.

d) Change in Share Capital:

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

3. Directors and Key Managerial personnel:

The year under review saw the following changes in the

Composition of Board of Directors (‘Board’).

Re-appointments:

Introductions to the Board:

a) During the year, based on the recommendation of
the Nomination and Remuneration Committee,
the Board of Directors, at its meeting held on 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 re¬
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 Company’s Manufacturing,
Marketing, Finance and other important aspects and
structures of the Company and its functioning.

5. Board Evaluation:

As per requirement of section 134(3)(p) of the
Companies Act, 2013 read with Rule 8 (4) of
Companies (Accounts) Rules, 201 4 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
‘Annexure I’ to this Report.

7. Business Risk Management:

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

The Risk Management system is continuously
reviewed at appropriate level and corrective measures
were taken wherever required. The Company has taken
adequate insurance policies to mitigate different kind of
risk. The Company periodically reviews the risk
management practices and actions deployed by the
management with respect to the identification, impact
assessment, monitoring, mitigation and reporting of key
risks while trying to achieve its business objectives.

8. Corporate Social Responsibility (CSR):

The provisions of the Section 135 read with Schedule
VII of Companies Act, 2013 are not applicable to the
Company and hence the Company has neither
developed any CSR Policy, 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 ‘Annexure II’ in Form AOC -2 and the same
forms part of this Annual Report.

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

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

11. Performance of Joint Ventures / Associate
Companies:

As on March 31,2025, 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 management’s reply
for the same:

There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their report
on the Financial Statements of the Company for year
ended March 31, 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 P’s 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 ’ 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 Company’s 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 Company’s 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 Auditor’s 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 ‘Annexure IV to
this Report. The Secretarial Audit Report does not
contain any qualification, reservations or adverse
remarks.

19. Maintenance of Cost Records:

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

20. Secretarial Standards

The Company has complied with the applicable
Secretarial Standards during the Financial Year
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 ‘V’.

22. Significant and Material Orders passed by the
Regulators or the Court or the Tribunal

There are no significant and material orders passed by
the Regulators or the Courts or the Tribunals impacting
the going concern status and Company’s operation in
future.

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

During the year an application was filed by Mrs.
Harshbeena Sahney Zaveri (‘Applicant’) 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
“Application”) 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

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

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

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

31. CEO/CFO Certification:

As required under Regulation 17(8) of the Listing
Regulations, the Managing Director and CFO of the
Company have certified the accuracy of the Financial
Statements and adequacy of Internal Control Systems
for financial reporting for the year ended 31st March,
2025. The certificate is given in Annexure - VI.

32. Corporate Governance Report:

As per the Regulation 15 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(SEBI Regulations), based on the paid up equity share
capital and net worth of the Company, the corporate
governance provisions mentioned in SEBI Regulations
are not applicable to the Company. However, the

Company for stakeholders’ information and as a good
secretarial practice is providing certain information on
voluntary basis in Corporate Governance report which
forms an integral part of this report.

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

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

34. Management Discussion and Analysis:

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

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

35. Directors Responsibility Statement:

Your Directors wish to inform Members that the Audited
Accounts containing Financial Statements for the
Financial Year 2024-25 are in conformity with the
requirements of the Companies Act, 2013. Your
Company’s financial statements reflect fairly, the form
and substance of transactions carried out during the
year and reasonably present the financial condition and
results of operations.

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

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures; the directors had selected
such accounting policies and applied them
consistently and made judgments and estimates
that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the
company at the end of the financial year and of
the profit and loss of the company for that period;

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

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

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

e) Internal financial controls and compliance
systems established and maintained by the
Company, work performed by the internal,
statutory and secretarial auditors and external
consultants, including audit of internal financial
controls over financial reporting by the statutory
auditors, and the reviews performed by
management and the relevant board committees,
including the audit committee, the Board is of the
opinion that the Company’s internal financial
controls were adequate and effective during FY
2024-25.

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

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

>. Annexures forming part of this Annual Report:

37. Cautionary Statement:

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

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

38. Appreciation:

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

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

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