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NRB Bearings Ltd. Annual Report 2021

Jun 2, 2021

61102_rns_2021-06-02_8a8e8d93-165e-49e3-ae79-d3081ca449df.pdf

Annual Report

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June 2, 2021

BSE Limited National Stock Exchange of India Limited
Corporate Relationship Department Listing Department-Corporate Services
1st Floor, P.J. Towers, Dalal Street Exchange Plaza, 5th Floor, Plot No. C/1
Mumbai 400 001 Bandra Kurla Complex
Bandra East, Mumbai 400051

Code No. 530367/ NRBBEARING

Sub: Outcome of Board Meeting – June 2, 2021

Dear Sir / Madam,

Pursuant to the provisions of Regulation 30 (read with Part A of Schedule III), 33 and 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of the Company at its meeting held today, i.e., on Wednesday, June 2, 2021, inter-alia considered and:

    1. Approved the Audited Financial Results (Standalone and Consolidated) of the Company, for the quarter and year ended March 31, 2021, along with the Reports, as submitted by the Statutory Auditors of the Company. A copy of the same is enclosed herewith, together with a declaration duly signed by the Chief Financial Officer of the Company, stating that the Reports are with unmodified opinion.
    1. Approved the Audited Financial Statements (Standalone and Consolidated) for the year ended March 31, 2021.
    1. Recommended Final Dividend of Re. 0.50 (Fifty Paise only) i.e. 25% (twenty five percent) per equity share of Rs. 2/- each fully paid up, for the financial year ended March 31, 2021, subject to the approval of the members at the ensuing Annual General Meeting, which will be paid to the members within 30 days of its declaration thereat.
    1. Approved the re-appointment of Mr. Rustom Desai (DIN 02448175), as Independent Director of the Company, based upon the recommendation of the Nomination and Remuneration Committee, for the second term of 5 (five) consecutive years commencing from January 23, 2022, as prescribed under section 149 of the Companies Act 2013, subject to the approval of the members at the forthcoming annual general meeting. The brief profile of Mr. Rustom Desai is enclosed herewith.

Further, pursuant to the Circular dated June 20, 2018 – Enforcement of SEBI Orders regarding appointment of directors, we hereby affirm that Mr. Rustom Desai, is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The Board Meeting commenced at 7:00 p.m. and concluded at 10:05 p.m.

We request you to kindly take the above on record.

Thanking you,

Sincerely, For NRB Bearings Limited

Shruti Joshi Company Secretary

Encl : as above

NRB BEARINGS LIMITED Registered Office: Dhannur, 15 Sir P.M. Road, Fort, Mumbai 400 001 CIN: L29130MH1965PLC013251

PART-I Statement of standalone financial results for the auarter and vear ended 31 March 2021 CRuoees In fakhs exceol oer share data)
I'-' Sr Particulars Quarter ended Year ended
No. 31.03.2021 31.12.2020 31.03.2020 ~1.03.2021 31.3.2020
(Unaudited) (Unaudited) (Unaudited) (Audited) ,r (Audited)
(Refer note 3) (Refer note 3) I
1 Income
a) Revenue lrom operations 25,083 23,461 17,811 73,589 75,196
b) Other income • 313 433 710 1,200 1,915
Total incQJlle'• 25,396 23,894 18,521 74,789 77,111
2 Expenses ·.,>< ' ,,.
a) Cost ol materials consumed 10,648 10,518 8,205 30,750 32,436
b) Changes in inventories of finished goods and work-in-progress 53 (425) (195) 983 1,036
c) Employee benefits expense 2,974 3,119 2,656 11,119 11,071
d) Finance costs 325 497 581 2,052 2,061
e) Depreciation and amortisation expenses 804 797 619 2,667 2,949
I) Other expenses 7,284 6,693 5,955 22,007 23,395
Total expenses 22,088 21,199 17,821 69,578 72,948
3 Profit before tax (1-2) 3,308 2,695 700 5,211 4,163
4 Taf expense / (credit) (Refer notes B and 9)
(a) Current tax 556 461 157 1,017 766
(b) Deferred income tax (177) 556 45 (51) 452
(c) Tax pertaining to earlier years (128) - (128) -
5 ,i' <br>Profit after tax (3-4) 2,929 1,806 498 4,373 2,945
6 Other com).~hensive income/ (lass)
(a) Items that will not be reclassified subsequently to profit or loss (31) 147 (725) 668 (615)
(b) Income tax (expense) / credit relating to the above 54 (34) 181 (115) 136
(c) Items that will be reclassified subsequently to profit or loss 173 t173
(d) Income tax (expense) / credit relating to the above (42) - (42)
Other comprehensive income / (lass) (net of taxes) 154 113 (544) 684' (479)
7 Total comprehensive income/ (loss) (5+6) 3,083 1,919 ,J(46) 5,057 2,466
8 Paid-up equity share capital(Face value - Rupees 2 each per share) 1,938 1,938 1,938' 1,938 1,938
9 Other equity (excluding revaluaJion reserve Rupees Nil) 49,016 43,959
10 Debenture redemption reserve 750 2,250
11 Basic and diluted e!lrnings per share (Face value Rupees 2 each)(not annualised) (in Rupees) 3.02 1.86 0.51 4.51 3.04
12 Ratios (Refer note 4)
a) Debt equity ratio (in times) • 0.45 0.72
b) Debt service coverage ratio (in times)c) Interest service coverage ratio (in times) 1.223.54 1.67/3.02

See accompanying notes to the ~!andalone linancial results

.,,

,. ',i,

No. PART II - Standalone Balance SheetSr Particulars Asat31.03.2021 tRu.,.,es In lakhs<br>As at31.03.2020, • ,.-,
ASSETS /4,•"'"-"''
I
Non-current assets
a) Property, plant and equipment 31 ,311 32,060
b) Capital work-in-progress 397 1,132
cj Investment property
d) Intangible assets 15 39
e) ·lntangible assets under development 230 10
~ ·1nveslments in subsidiaries 2,688 2,688
g) Financial assets
(i) Investments 444 224
(ii) Loans 500 460
(iii) Other financial assets 320 22
h) Income tax (current-tax) assets (net) 2,919 2,589
i) Other non-current assets 1 023 1 376
Total of non-current assets 39847 40 600
2 Current assets
a) Inventories 18,355 20,670
b) Financial assets
(i) Trade receivables 20,923 20,695
(ii) Cash and cash equivalents 6,516 6,554
(iii) Bank balances other than (ii) above 118 119
(iv) Loans 1,548 1,764
(v) Other financial assets 130 537
c) Other current assets 3 069 3 183
Total of current assets 50659 53522
Total assets 90 50.6 94122
"' ' II EQUITY AND LIABILITIES
1 Equity I
a) Equity share capital 1,938 1,938
b) Other equity 49 016 43 959
Total of equity 50954 45897r
Liabllltles
2 Non-current liabilities
a) Financial liabilities
(i) Borrowings 8,941 7,324
(ii) Other financial liabilities 99I 45
b) Deferred-tax liabilities (net) 1,382 1,276
c) Other non-current lia,bilities 78 168
Total of non-current liabilities 10500 8813
3 Current liabilities
a) Financial liabilities
(i) Borr.owings 10,643 21,733
(ii) Trade payables
Total outstanding dues of micro enterprises and small enterprises 974 1,188
Total outstanding dues of creditors other than micro enterprises and small 10,151 6,960
enterprises
(iii) Other financ!11,l liabilities 5,354 7,463
b) Other.c:urrent liabilities 713 569
c) Provisions 1,107 1,499
d) Current tax liabilities (net) 110
Total of current liabilities 29052 39412
Total liabilities 39.552 48225
,
Total eaultv and liabilities 90.506 94122

See accompanying notes to the financial results ··~, 1

..

Part Ill • Standalone Statement of Cash Flows (Rupees In lakhs)
Particulars Year ended Year ended
31.03.2021 31.03.2020
(Audited) (Audited)
A~ Cash !low from operating activities
Profit before taxAdjustments for: 5,211 4,163
Depreciation and amortisation expense 2,667 '2,949
Liabilities written back (394) (23)
,Foreign exchange gain (unrealised) 130 (162)
Fair valuation loss/ (gain) on derivative instrument measured at FVTPL 77 74
Fair valuation loss/ (gain) on financial assets measured at FVTPL (8) 9
Finance costs 2,052 2,061
Interest inconfo (182) (121)
Dividend incoll)e (8) (225)
Profit on saie qf,property plant and equipment (net) (12) (1)
Rent in~me"' (107) (126)
Provision for doubtful advances 219 65
Assets Scrapped Off
Provision for doubtful debts and bad debts written off 55
Provision towards slow movina and non movinq inventory 789 56
1 402 377
Oneratlna nrollt before worklna caollal chanaes 11 891 9096
Changes in working capital:
Adjustment for (increase)/ decrease in assets
- Trade receivables (1 ,363) 1,789
- Inventories- ~nk balances other than cash and cash equivalents 913 3,084
(2) (15)
- Other non-current financial assets and loans (338) (41)
- Other current financial assets 497 (46)
- Other non-current assets 61
- Other current assets (62) (62)
Adj11s~ment in increase/ (decrease) in liabilities
- Other non-current liabilities (9) 168
- Other financial liabilities 468 (1,297)
-Trade p~bles 3,608 (3,445)
- Provisions ' 65 29
- Other current liabilities 144 171
Cash aeneraled lrom ooeratlons before lax 15 873 9 431
Direct taxes paid (net of refund) (1 ,109) (989)
Net cash aenerated from operatlna activities <al< td="">14,764/" 8,442</al<> 14,764 /" 8,442
B. Cash flow from Investing activities
Purchase of property, plant and equipment and intangible assets (including (2,911) (5,281)
movement of capital work-in-progress, capital advance and capital creditors)
Sale proceeds of property, plant and equipment 16 '1
Investment in subsidiary company (15)
,Rent income 107 126
Interest received 182 115
Refund of inter-corporate deposit to related party 235 128
Dividend received 8 225
Net cash used In lnvestlna activities /Bl (2363) (4 701)
C. Cash !low from financing activities
Proceeds from non-current borrowings 5,000 2,500
Proceeds from / (repayment of) current borrowings (net) (11 ,179) 5,848
Repayment of non,-turrent borrowings (3,908) (1,647)
Finance costs paid ,: (2,194) (2,043)
Settlement of lease obligation (162) (161)
Movement in unclaimed dividend bank balances 3 (4)
Dividends paid on equity shares (.including unclaimed) (3) (3,291)
(634)
Dividend distribution tax paid
Ne! cash (used lnl / aenerated from flnanclna activities (Cl (12 443) 568
Net decrease in casJ! and cash equivalents (A+B+C) (42) .4,309
Add: Balance of cash and cash equivalents at the beginning of the year 6,554 2,156
Add : Effects of exchange rate changes on cash and cash equivalents 4 89

See accompanying notes to lhe financial results

Notes:

1 The above standalone results were reviewed by the Audit Commill(le and then approved by the Board of Directors at their respective meetings held on 2 June 2021 .

I

  • 2 The Statement has been prepared in accordance with the recognition and measurement principles, laid down under Indian Accounting Standards (Ind AS) notified under the Companies (Ind AS) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 and is in compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (as amended).
  • 3 The figures for the quarters ended 31 March 2021 and 31 March 2020 are the balancing figures between the audited figures for the year enQed as on that date and the year to date figures upto the end of the third quarters of the respective financial years, on which auditors had performed a limited review.
  • 4

Ratios have been calculated as follows: I a) Debt-equity ratio= Debt /net worth [Debt.is long term borrowings (including current maturities) and short term borrowings} b) Debt service coverage ratio = Earnings before Interest, tax and exceptional Items (EBIT) / interest expense for the year + principal repayment of long term borrowings during the year

c) Interest servica coverage ratio = Earnings before Interest, tax and exceptional items (EBIT) / interest expense for the year. >

5 Credit rating., previous due date and next due date for payment of interesVrepayment of principal of non convertible debt securities:

Credit ratlng,,for the long term borrowings and non-convertible (unsecured) debentures have been revised from CRISIL AA-/ Stable in October 2019 to AA-/Negative in May 2020 and..octo&r 2020.

IStN Serles Credit rating Issue size Previous due date1 April 2020 to~1 Us, •h -,n-,, Next due date
(Rupees In lakhs) Prlncloal Interest Prlncioal Interest
INE349A08034 F CRISIL AA-/Negative 3,000 - 11 September 2020 12 September 2023Rs. 3,000 lakhs 1 O September 2021Rs.287 lakhs
INE349AOB026 F CRISIL AA-/Negative 2,000 12 June 2020 12 June 2020 NA NA

All the Interests and principal due were paid on the due date.

  • 6 The outstanding balances as at 31 March 2021 includes trade receivables amounting to Rs. 2,719 lakhs and trade payables amounting to Rs. 90 lakhs, from customers and vefldors situated outside India. These balances are pending for settlement / adjustments and have resulted in delays in remittance of receipts of receivables and payments of payables, beyond the timeline stipulated by the FED Master Direction No. 16/2015-16 and FED Master Direction No. 17/ 2016-17 respectively, under the Foreign Exchange Management Act, 1999. The Company is in the process of making the payment for outstanding payables and also recovering these outstanding dues however, wherever required, provision has been made in the books.The Company is also in the process of regularising these defaults with the approprirate authority. Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable. However, management believes that the exposure is not expected to be material. Accordingly, the accompanying standalone financial results do not include any consequential adjustments that may arise due to such delay .
  • 7 ... The spread of COVID-19 pandemic and consequent lockdown imposed by the Government of India had impacted the business of the Company particularly in quarter ended 30 June 2020"{he Company has resumed its operations and witnessed upside in demand and consequently revenue, from the month of July 2020. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 and had taken into consideration internal and certain external sources for estimating the impact on the carrying values of its property, plant and equipment, Investments, inventories and receivables and carried out a detailed assessment of its liquidity position for the next one year including recoverability of carrying value of its assets, and expects to recover the carrying amount of its assets. The estimate involved in deriving the conclusion on impact of global health pandemic might vary from date of approval of these standalone financial results and the Company will continue to closely mctiitor any material changes due to future economic conditions which may have an impact on the operation of the Company.
  • B Current tax for the quarters ended 31 March 2021 and 2020 are net of adjustments arising during the said quarters, against expectedj.urrent tax provisions recognised in the earlier quarters of the respective years.
  • 9 During the quarter ended 31 March 2021, the Company has elected to exercise the option of adopting the lower tax rate as permitted under Section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised Provision for Income-tax for the year ended 31 March 2021 at the new rate prescribed in the said section. Tax expense / credit for the quarter ended 31 March 2021 include consequent adjustments to opening deferred tax liabilities and tax expenses (both current and deferred) recognised upto 31 December 2020, as per the old rate.
  • 10 The Board of Directors has recom"'lended final equity dividend of Rs.0.50 per share of the face value of Rs. 2 each for the financial year 2020-2021. The payment of dividend is subject to shareholders approval at the Annual General Meeting.
  • 11 Operating segments are reported in a manner consistent with the integral reporting provided to the Chief Operating Decision Maker (CODM). The CODM regularly monitors and reviews the operating result of the whole Company as one segment "Bearing". Thus, as defined under Ind AS 108 "Operating Segments", the Company's entire business falls under one operationa! seoment.
  • 12 Figures of the previous year/ period have been regrouped/ reclassified wherever required.

Place: Mumbai Date: 2 June 2021

For and on behalf of the Board of Directors

HARSHBEEN ASAHNEY ZAVERi Dlgltllly54gt1 edby HARSH6E£NA SN-lNEY ZAV!RI .....,.,,..., 21:16:47 .0S'JO.

(Ms) Harshbeena Zaverl Vice Chairman & Managing Director

'

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Walker Chandiok &.Co LLP

I

Walker Chandiok & Co LLP 11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 (and Regulation 52 read with Regulation 63) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of NRB Bearings Limited

Opinion

. ,.,,

    1. We have audited the accompanying standalone annual financial results ('the Statement') of NRB Bearings Limited ('the Company') for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 (and Regulation 52 read with Regulation 63) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
  • ·.'I , ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
    1. In our opinion and to the best of our information and according to the explanations given to us, the Statement:
    • l (i) presents financial results in accordance with the requirements of Regulation 33 (and Regulation 52 read with Regulation 63) of the Listing Regulations, and
    • (ii) gives a true and fair view in conformity with the applicable Indian Accounting-Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the standalone net profit after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2021.

Basis for Opinion

  1. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for.the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient ~~d appropriate to provide a basis for our opinion.

Page 1 of 3

Chartered Accountants

Office, in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkala, Mumbai, New Delhi, Noida and Puno

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41 , Connaught Circus, Outer Circle, New Oelhl, 110001, India

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 (and Regulation 52 read with Regulation 63) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matters I

.•.

    1. We draw attention to Note 6 of the accompanying Statement, which indicates delay in receipts of foreign currency receivables amounting to Rs. 2,719 lakhs and delay in foreign currency payables amounting to , Rs. 90 lakhs as at 31 March 2021 beyond the timelines stipulated vlde FED Master Direction No.16/2015-16 ' ar,d FED Master Direction No. 17/ 2016-17 respectively under the Foreign Exchange Management Act, 1999. The management of the Company is in the process of recovering the outstanding dues and making the ,/'" . : •°1' payments for outstanding payables and regularising these defaults with the appropriate authority. The management is of the view that the fines/penalties if any, that may be levied pursuant to the delay, are currently unascertainable but are not expected to be material and accordingly, the accompanying Statement do not include any consequential adjustments that may arise due to such delay / default. Our opinion is not modified in respect of this matter.
      1. We draw attention to Note 7 of the accompanying Statement. which describes the effects of uncertainties in relation to the outbreak of COVID-19 pandemic and management's evaluation of its impact on the operations and management's evaluation of the impact on the operations and financial results of the Company as at the balance sheet date. The impact of these uncertainties on the Company's operations is significantly dependent on future developments. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the State'ment

    1. This Statement has been prepared on the basis of the standalone annual audited financial statements and has been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 (and Regulation 52 read with Regulation 63) of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accotdance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irr-egularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maint_;pance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
    1. In preparing the Statement, the Bqard of Directors Is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
    1. The Board of Directors is also responsible for overseeing the Company's financial reporting process .

. Auditor's Responsibilities for the Audit of the Statement

  1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion:'Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted ··in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a ;, ··material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.

Page 2 of 3

Chartered Accountants

••(

011<:es in Bengaluru, Chandigam, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

Walker Chandlok & Co LLP is registered with limited liability with Identification number AAC-2085 and has Its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 (and Regulation 52 read with Regulation 63) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

    1. As part of an audit in accordance with the Standards on Auditing, we exercise professidnal judgment and
    • maintain professional skepticism throughout the audit. We also: I Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to the standalone financial statements and the operating effectiveness of such controls.
    • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
    • Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw atte'ntion in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
    • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
  • 11 . We communicate with those charged with governance regarding, among other matters, t~e planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. •
    1. We also provide those charged with governance with a statement that we have cefrnplied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

•'

,< •

. ,,;' ~ .

  1. The Statement includes the standalone financial results for the quarter ended 31 Month 2021, being the balancing 'figures between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us.

For Walker Chandiok & Co LLP Chartered Accountants Firm e ·st ion No:001076N/N500013

Adi . e

Partner Membership No: 108840

UDIN:21108840AAAACZ7461

Plal'e: Mumbai Date: 02 June 2021

Page 3 of 3

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41 , Connaught Circus, Outer Circle, New Delhi, 110001, lndla

Chartered Accounlanls

NRB BEARINGS LIMITED Registered Office: Dhannur, 15 Sir P.M. Road, Fort, Mumbai 400 001 CIN: L29130MH1965PLC013251

PART I: Shltement of consolidated financial results for the auarter and vear ended 31 March 2021 (Ruoees in lakhs exceot oer share data)
Sr Particulars Quarter ended Vear ended
No. 31.03.202.1 31.12.2020 31.03.2020 31 .03.20210 31.03.2020
(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
(Reier note 3) I Refer note 31 ;
1 Income f
a) Revenue from operations 25,724 24,469 18,752 76,240 77,595
b) Other income 597 433 470 1 508 1 607
Total income 26,321 24,902 19,222 77,748 79,202
2 )Expenses
a) Cost of materjals consumed 9,418 9,667 7,706 27,691 29,419
b) Changes in i~ventories of finished goods and work-in-progress 89 (414) (63) 1,096 1,100
c) Employee l!enefils expense 3,748 3,846 3,296 13,774 13,665
d) Finance COSIS' 356 529 610 2,184 2,177
e) Deprecialion and amortisalion expenses 910 900 715 3,069 3,329
f) Other expenses 7793 7 058 6,270 23 291 24 829
Total expenses 22,314 21,586 18,534 71,105 74,519
3 Profit before tax (1-2) 4,007 3,316 688 6,643 4,683
4 Tax expense/ (credit) (Refer note 7)
a) Curren! tax 648 562 196 1,240 912
b) Deferred income lax (176) 554 53 (49) 452
c) Tax pertaining to earlier period / year(•) 6 (128) (2) (118) 0
5 Profit-after tax (3-4) 3529 2328 441 5 570 3 319
6 Other comprehensive income- gain/ (loss)
(a) Items lhat will not be reclassified subsequenlly to profit and loss (21) 146 (739) 679 (637)
Income tax (expense) / credil relaling to lhe above 51194 (34)(30) 184 (118)159 141(59)
(b) llems lhal will be reclassified subsequenlly lo profit and lossInca.me tax (expense)/ credil relaling to the above (42) 42 (42)
Other comprehensive income/ (loss) (net ol tax) 182 82 1513) 678 15551
7 Total compr~~sive Income/ (loss) (5+6) 3 711 2,410 (72 6 248 2,764
Net profil attributable to :
Owners of the parent 3,462 2,253 418 5,406 3,208
Non controlling interesl 67 75 23 6164 111
Other comprehensive income I (loss) attributable to :
Owners of lhe parent 180 82 (511) '676 (551)
Non conlrolling interest (•) 2 0 )2) 2 (4)
Total comprehensive income I (loss) attributable to:
Owners of the parent 3,642 2,335 (93) 6,082 2,657
Non controlling inlerest 69 75 21 166 107
8 Paid-up equity share capital(Face value - Rupees 2 each per share) 1,938 1,938 '1,938 1,938 1,938
9 Other equity (excluding revaluation reserve Rupees NII) 49,834 43,752
10 2 each) (notBasic and diluted earnings per share (Face value Rupeesannualised) (In Rupees) 3.57 2.33 0.43 5.58 3.31

See accompanying notes to the consolidated financial results

(•) f O lakhs represenls amount lower lhan f 1 lakh

.,

··~,

PART II - Consolidated Balance Sheet (Rupees in lakhs)
SrNo. Particulars As at31.03.2021(Audited) As at31.03.2020(Audited)
1 ASSETS
1 Non-current assets
a) Property, plant and equipment respectively 35,769 36,284
b) Capital work-in-progressc) Investment property 817 1,597
d) Goodwill 48 48
e) Other Intangible assets 38 57
f) Intangible assets under development 230 10
g) Financial assets
(i) Investments 444 225
(ii) Loans 550 510
(iii) Other financial assets 320 22
h) Income tax (Current-tax) assets (net) 2,964 2,613
i) Other non-current assets 1,275 1,597
Total of non-current assets 42,455 42,963
$\overline{2}$
Current assetsa) Inventories 20,341 22,700
b) Financial assets
(i) Investments 802 985
(ii) Trade receivables 20,867 20,022
(iii) Cash and cash equivalents 7,487 7,649
(iv) Bank balances other than (iii) above 136 138
(y) Loans 23 26
(vi)' Other financial assets 130 538
c) Other current assets 3,409 3,298
Total of Current assets 53,195 55,356
Total assets 95,650 98,319
Ш EQUITY AND LIABILITIES
1 Equity
a) Equity share capitalb) Other equity 1,93849,834 1,938
Equity attributable to owners of parent 51,772 43,75245,690
Non-controlling interests 1,116 950
Total equity 52,888$\epsilon$ 46,640
Liabilities
$\overline{2}$ Non-current liabilities
a) Financial liabilities
(i) Borrowings 8,941 7,324
(ii) Other financial liabilities 106 53
b) Deferred-tax liabilities (net) 1,632 1,521
c) Other non-current liabilitiesTotal of non-current liabilities 7810,757 1689,066
3 Current liabilities
a) Financial liabilities ð.
(i) Borrowings 13,080 24,477
(ii) Trade payables 11,250 8,373
(iii) Other financial liabilities 5,571 7,576
b) Other current liabilities 812 632
c) Provisions 1,165 1,546
d) Current tax liabilities (net) 127
Total of current liabilities 32,005 42,613
Total liabilities 42,762 51,679
Total equity and liabilities 95,650 98,319
See accompanying notes to the financial results

'111:0 C ~,/' -

~; ./§ 1'.'"--.j .

Part Ill - Consolidated Statement of Cash Flows (Ruoees In laJ<hs) Particulars Vear ended Vear ended 31.03.2021 31.03.2020 • - CAuditedl CAuditedl A. Cash flow from operating activities ' Profit before tax 6,643 4,683 Adjustments for: Depreciation and amortisation expense _ / .. 3,069 3,329 '" Foreign exchange loss/(gain) 138 16 Fair valuation loss/ (gain) on derivative instrument measured at FVTPL 77 74 Finance costs 2,184 2,177 Interest income (84) (21) Dividend inc'ome ,, (8) (13) Gain on sale or property plant and equipment . (3) Llabilis n9.)ofiger required written back - (410) (23) Profit n sale of investment , (29) (16) Fair valuation loss/ (gain) on financial assets measured at FVTPL (net) (37) (32) Provision ro·r doubtful debts and bad debts written off 795 68 Provision for doubtful advances 219 65 Rental income (107) (126) Asset scrapped off 55 . Changes in foreign currency translation reserve (14) (59) Operallna orofft before worklna capital changes 12,491 10 119 Changes in working capital: Adjustment for (increase)/ decrease in assets - Trade receivables (1,984) 1,865 - Inventories 2,359 4,104 - Bank balances other than cash and cash equivalents (2) (15) - Other non-current financial assets and loans (337) (67) - Other current financial assets and loans 498 (50) - olher non-current assets 61 17 - Other current assets (286) 54 Adjustment i;;,ncrease/ (decrease) in liabilities - Other non-current liabilities (25) 168 - Other financial liabilities 574 (1 ,304) - Trade payables 3,524 (3,695) - Provisions 86 147 - Other current liabilities 180 • 194 . Cash generated from operations before tax 17,139 11 ,537 Direct taxes paid (net of refund) (1,356) (1,315) Net cash aenerated from ooeratlna activities CA) 15 783 10.222 Purchase of property, plant and equipment and intangible assets (including movement of capital work (3,609) (6,567) in-progress, capital advance and capital creditors) Sale proceeds of property, plant and equipment 75 3 (Purchase of) / Proceeds from sale of current investments (net) 241 (119) Rental Income 107 126 Interest income received 84 19 Dividend income received 8 13 Net cash used In lnvestlna activities CB) (3,094) (6,525) C. Cash flow from financing activities Proceeds from non-current borrowings 5,016 2,500 Proceeds from (repyment of) current borrowings (net) (11,486) 6,468' Repayment of non-current borrowings (3,908) (1,655) Finance costs paid (net) (2,326) (2,158) Lease liability .. (164) (163) Movement in unclaimed dividend bank balances 3 (13) Dividends paid on equity shares (including unclaimed) (3) ( {3,371) Dividend distribution tax paid . (693) Net cash (used In) /,generated from flnanclna acllvltles (CJ (12 89'8) 915 Net decrease in cash and cash equivalents (A+B+C) (179) 4,612 Add: Balance of cash and cash equivalents at the beginning of the year 7,649 3,019 Add: Effects of exchange rate changes on cash and cash equivalents - l 17 18 Closina balance of cash and cash equivalents 7,487 7,649 See accompanying notes to !he financial results &,.~~~ f/0~

... ,., (' ~, "I 0 I!( ] 1"" 'it,; ) ) * \ /f: ....... i,-' "<' ff(;'. A **lo11'** --

Notes:

1 The above consolidated results were reviewed by the Audit Committee a~d then approved by the Board of Directors at their respective meetings held on 2 June 2021 .

  • 2 The Statement of NRB Bearings Limited ('the Company/ the Holding Company') and its subsidiaries (referred to as 'the Group') has been prepared in accordance with the recognition and measurement principles, laid down under Indian Accounting Standards (Ind AS) notified under the Companies (Ind AS) Rules, 2015 prescribed under Section 133
  • ~of the Companies Act, 2013 and is In compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (as amended).
  • 3 The figures for the quarters ended 31 March 2021 and 31 March 2020 are the balancing figures between the audited figures for the year ended as on 'that date and the year to date ffgures upto lhe end of the lhlrd quarters of the respeclive financial years, on which audllors had performed a limited review. /
  • 4 Trade receillables amounling to Rs. 2,719 lakhs· and tracfe payables amounting to Rs, 90 lakhs outstanding as at 31 March 2021 of the Holding Company, from customers and vendors situated outside lndla. There are delay In receipt of remittance ponding solllement and payments of trade payables beyond the timelines stipulated by the FED Master Direction No. 16/2015-16 and FED Master Direction No. 17/ 2016-17 respectively, under the Foreign Exchange Management Act, 1999. The Holding Company is in the process of making the payment !or outstanding payables and also recovering these outstanding dues however, wherever required, provision has been made in the books. The Holding Company is als'l in the'process or regularising these defaults with the approprilate authority. Pending conclusion of the aforesaid matter, the amount ol penalty, If any, that may be levied, is not ascertainable. However, management believes that the exposure would not be material. Accordingly, the accompanying consolidated financial resulls do not include anv conseouential adjustments that mav arise due to such delav/default.
  • . '""' ' 5 The spreattof eovfD-19 pandemic and consequent lockdown imposed by the Government of India had impacted the business of the Group particularly in quarter ended 30 June 2020. The;Group has resumed its operations and witnessed upside in demand and consequently revenue, from the month of July 2020. The Group has considered the possible effects that may result from the pandemic relating to COVID-19 and had taken into consideration internal and certain external sources for estimating the impact on the carrying values of its property, plant and equipment, investments, inventories and receivables and carried out a detailed assessment of its liquidity position for the next one year including recoverability of carrying value of its assets, and expects to recover the carrying amount of its assets. The estimate involved in deriving the conclusion on impact of global health pandemic might vary from date of approval of these consolidated financial results and the Group will continue to closely monitor any material changes due to future economic conditions which may have an impact on the operation of the Group.
  • 6 The Board of Directors of the Holding Company has recommended final equity dividend of Rs.0.50 per share of the face value of Rs. 2 each for the financial year 2020-2021. The payment of dividend is subject to shareholders approval at the Annual General Meeting.
  • 7 During the quarter ended 31 March 2021, the Holding Company has elected to exercise the option of adopting the lower tax rate as permitted under Section 115BAA of the Incometax Act, J961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, tho Holding Company has recognised Provision for Income-tax for the year ended 31 March 2021 at the new rate prescribed in the said section. Tax expense/ credit for the quarter ended 31 March 2021 include consequent adjustments to opening deferred tax liabilities and tax expenses (both current and deferred) recognised upto 31 December 2020, as per lhe old rate. '
  • B Operating segments are reported in a manner consistent with the integral reporting provided to the Chief Operating Decision Maker (CODM). The CODM regularly monitors and reviews the operating result of the whole Group as one segment "Bearing". Thus, as defined under Ind AS 108 "Operating Segments", the Company's entire business falls under one operiijtio,nal segment. -
  • 9 Figures of the previous year/ period have been regrouped/ reclassified wherever required.

.. ,,

Place: Mumbai Date: 2 June 2021

For and on behalf of the Board of Directors

HARSHBEE ~~t•::::i, t NA SAHNEYSAHNEYZAVERI ZAVERi ~r~:;,1 :~a::

(Ms) Harshbeena Za,verl Vice Chairman & Managlrfg Director

Walker Chandiok &.Co LLP

Walker Chandiok & Co LLP 11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India I':" .. T +91 22 6626 2699 F +91 22 6626 2601

I

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of NRB Bearings Limited

Opinion

-~

. ,,.,,

    1. We have audited the accompanying consolidated annual financial results ('the Statemeflt') of NRB Bearings Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), for the year ended 31 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
  • ) : In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate audited financial statements of the subsidiaries, as referred to in paragraph 14 below, the Statement:
    • (i) includes the annual financial results of the subsidiary companies (a) SNL Bearings Limited, (b) NRB Bearings (Thailand) Limited (wholly owned), (c) NRB Bearings Europe GmbH (wholly owned) and (a) NRB Bearings USA Inc. (wholly owned); ,,.
    • (ii) presents consolidated financial results in accordance with the requirements of Regulation 33 of the Listing Regulations; and
    • I (iii) gives a true and fair view in conformity with the applicable Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the consolidated net profit after tax and other comprehensive income and other financial information of the Group, for the year ended 31 March 2021.

Basis for Opinion

  1. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are independent of the Group, in accordance with the €ode of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical )' retiuirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and that obtained by the other auditors in terms of their reports referred to in paragraph 14 of the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion. ,
Page 1 of 4
Chartered Accountants Walker Chandiok & Co LLP Is registeredwith limlted nabllily wflh Identification

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kechi, Kolkala, Mumbai, New Delhi, Nolda and Puna

with limlted nabllily wflh Identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001 , India

Independent Auditor's Report on Consolidated Annual Financial Results of the ·Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Emphasis of Matters

  1. We draw attention to N_ote 4 to the accompanying Statement. which indicates delay in receipts of)foreign currency receivables amounting to Rs. 2,719 lakhs and delay in payment of foreign currency payables amounting to Rs. 90 lakhs of the Holding Company as at 31 March 2021 beyond the timelines stipulated vide FED Master Direction No.16/2015-16 and FED Master Direction No. 17/ 2016-17, respectively under the Foreign Exchange Management Act, 1999. The management of the Holding Company is in the process of > recovering the outstanding dues and making the payments for outstanding payables and regularising these · defaults with the appropriate authority. The management is of the view that the fines/penalties if any, that may ;:, ... : *' 40*be levied pursuant to delay, are currently unascertainable. but are not expected to be material and accordingly, the accompanying Statement do not include any consequential adjustments that may arise due to such delay / default. Our opinion is not modified in respect of this matter.

  2. We draw attention to Note 5 of the accompanying Statement, which describes the effects of uncertainties due to the outbreak of COVID-19 pandemic and management's evaluation of its impact on the operation and consolidated financial results of the Group as at the balance sheet date. The impact of these uncertainties on the Group's operations is significantly dependent on future developments.

The above matter has also been reported as emphasis of matter in the audit report issued by us on results of a subsidiary company, SNL Bearings Limited, for the year ended 31 March 2021.

Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Statement

    1. The Statement, which is the responsibility of the Holding Company's management and has been approved by the Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual audited
  • " financial statements. The Holding Company's Board of Directors is responsible for the preparation and ' presentation of the Statement that gives a true and fair view of the consolidated net profit or loss after tax and other comprehensive income, and other financial information of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under section 133 of tt,e Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Holding Company's Board of Directors is also respQnsible for ensuring accuracy of records including financial information considered necessary f9r the preparation of the Statement. Further, in terms of the provisions of the Act, the respective Board of Directors of the companies included in the Group, covered under the Act, are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding of the assets of the Group, and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively, for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements, that give a true and fair view and are free from material misstatement, whether due to fraud or error. These consolidated financial statements have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.
  • ' 7. In preparing the Statement, the respective Board of Directors of the companies included in the Group, are responsible for assessing the ability of the respective companies, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the respective Board of Directors either intends to liquidate the respective entity or to cease operations, or has no realistic alt~rnative but to do so . ...
    1. .. The respective Board of Directors of the companies included in the Group, are responsible for overseeing the financial reporting process of the companies included in the Group.

Page 2 of 4

Charlered Accounlanls

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkala, Mumbai, New Delhi, Naida and Puna

Walker Chandlok & Co LLP is registered with limited liability with Identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

•'

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Auditor's Responsibilities for the Audit of the Statement

    • ,.~' Our objectives are .. to obtain reasonable assurance about whether the Statement as a whole is lee from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143( 10) of the Act, will always detect a material mi.sstatement, when it exists. Misstatements can arise from fraud or error, and are considered material if, individually, or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement. ;:- ..
  • . 10. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
    • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls.
    • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
    • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group, to continue as ta going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit!)r' s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
    • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation. '
    • Obtain sufficient appropriate audit evidence regarding the financial statements of the entities within the Group, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited • by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
    1. We communicate with those charged with governance of the Holding Company and such other entities included in the Statement, of which we are the independent auditors, regarding, among other matters, the planned ~~ope and.timing of the audit and significant audit findings, including any significant deficiencies in internal cQntrol that we identify during our audit. /

Page 3 of 4

Chartered Accountants

Ofices in Bengaluru, Chandig,.h, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi. Noida iWld Puna

Walker Chandiok & Co LLP Is registered with limited liability with identificaUon number AAC-20B5 and has Its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001. India

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obllgatlons and Disclosure Requirements) Regulations, 2015 (as amended)

    1. We also provide those charged with governance with a statement that we have complied witl'I relevant ethical requirements regarding independence, and to communicate with them all relationships and other matt~rs that may reasonably be thought to bear on our independence, and where applicable, related safeguards. {
    1. We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 2~ March 2019, issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matters

. · ,-..t '

I':' "14. We did no\ audit the annual financial statements of two subsidiaries included in the Statement, whose financial statements (before eliminating inter-Company transactions), reflects total assets of Rs. 6,852 lakhs as at 31 March 2021, total revenues of Rs. 5,543 total net profit after tax of Rs. 392 lakhs, total comprehensive income of Rs. 378 lakhs, and cash flows (net) of Rs. 680 lakhs for the year ended 31 March 2021, as considered in the Statement. These annual financial statements have been audited by other auditors whose audit reports have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit reports of such other auditors, and the procedures performed by us as stated above.

Further, both of these subsidiaries are located outside India, whose annual financial statements have been prepared in accordance with accounting principles generally accepted in their respective countries, and which have been audited by other auditors and under generally accepted auditing standards applicable in Thailand and Germany, respectively. The Holding Company's management has converted the financial statements of such subsidiaries from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding .t. , Company's management. Our opinion, in so far as it relates to the balances and affairs of these subsidiaries, is based on the audit report of other auditors and the conversion adjustments prepared by the management of "'I the Holding Company and audited by us.

Our opinion is not modified in respect of these matters with respect to our reliance on the work done by and the reports of the other auditors.

  1. The Statement includes the consolidated financial results for the quarter ended 31 March 2021, being the balancing figures between the audited consolidated figures in respect of the full financial year and the put,lished unaudited year-to-date consolidated figures up to the third quarter of the current financlal year, which were subjected to a limited review by us.

For Walker Chandiok & Co LLP Chartered Accountants Fir e istratipn No:001076N/N500013

Partner Membership No: 108840

UDlN:21108840AAAADA2884

Place: Mumbai Date: 02 June 2021

.,,

Page 4 of 4

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkala, Mumbai, New Oelhi, Naida and Puna

Walker Chandiok & Co LLP is registered with limited liability with idenUficaUon number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Deihl, 110001, India

June 2, 2021

Code No. 530367 / NRBBEARING

Dear Sir /Madam,

Sub: Declaration pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and SEBI Circular No. CIR/CFD/ CMD/56/2016

In terms of the provisions of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/ CMD/56/2016, we hereby declare that the Statutory Auditors of pur Company, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/NS00013), have issued Audit Reports with unmodified opinion in respect of the annual Audited Financial Results of the Company (Standalone and Consolidated) for the Financial Year ended on 31st March, 2021.

Kindly take the same on record and acknowledge the same.

Thanking you,

Sincerely, For NRB Bearings Limited

Ravi Teltia Chief Financial Officer

Disclosure Pursuant to Regulation 30 of SEBI

(Listing Obligations and Disclosure Requirements) Regulation, 2015

Brief profile of Mr. Rustom Desai

Particulars Mr. RustomDesai
Reason for Change Re-appointment of Mr. RustomDesai as an Independent
Director for a second term.
Date of Pursuant to the resolution passed by the Board of Directors on
Appointment and June2, 2021, for a second term of 5 (five) years commencing
term from January23, 2022, subject to approval by members.
Brief Profile i.Name: Rustom Desai
ii.Date of Birth : April 1, 1971
iii.Qualification:BachelorofEngineering(Mechanical),
Master in Business Administration (Cornell, USA)
iv.Designation : Independent Director
v.DIN : 02448175
Experience Mr. Rustom Desai, is an accomplished technology executive
who has successfully built and restructured businesses to profit
across multiple technologies and geographiesand has a rich
experience of more than 25 years. He is a powerful leader who
has led his teams to success through complex regulatory
frameworks, cultures, and customer needs-in both domestic
and international markets. He has delivered success in both
established and startup businesses. The Company and Board
would benefit by leveraging his knowledge of financial and
operational issues.
Details of Mr. RustomDesai is not related to any of the Directors on the
relationships Board of NRB Bearings Limited
between directors
(incase of
appointment of a
director)
Shareholding in 0
the Company