NRB Bearings Ltd. — Proxy Solicitation & Information Statement 2024

Jan 24, 2024

January 24, 2024

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

Code No. 530367/ NRBBEARING

Dear Sir/Madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

The Company is in the process of seeking approval of Members by way of Postal Ballot including e-voting, in respect of the resolution set out in the Postal Ballot Notice dated January 17, 2024. Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the copy of the Postal Ballot Notice and the Postal Ballot Form.

The cut-off date for reckoning the Members to whom the Postal Ballot Notice has been sent is Friday, January 19, 2024. The Postal Ballot Notice and the Postal Ballot Form have been sent by e-mail to the Members who have registered their e-mail address and physical copy of the Postal Ballot Notice, the Postal Ballot Form and self-addressed pre-paid business reply envelope have been dispatched to all other Members at their registered address.

The Postal Ballot Notice and the Postal Ballot Form are also available on the website of CDSL: https://www.evotingindia.com and on the website of the Company www.nrbbearings.com.

Members who did not receive the Notice may download it from above mentioned website or may request for the copy of the same in writing to the Company Secretary by mail at investorcare@nrbbearings.co.in. The Postal Ballot Notice inter alia provides the instructions for voting through Postal Ballot Form and electronic means.

We request you to kindly take the same on record.

Thanking you,

Sincerely,

For NRB Bearings Limited

SHRUTI Digitally signed by SHRUTI RATNAKA RATNAKAR JOSHI Date: 2024.01.24 R JOSHIShruti Joshi 15:48:16 +05'30' Company Secretary

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NRB BEARINGS LIMITED

Registered Office: Dhannur, 15, Sir P. M. Road, Fort, Mumbai - 400 001. Tel: 022 22664160 Fax: 022 22660412 Website: www.nrbbearings.com Email: investorcare@nrbbearings.co.in CIN: L29130MH1965PLC013251

NOTICE

Notice pursuant to Section 110 of the Companies Act, 2013

To,

The Members of the Company

Notice is hereby given pursuant to Section 110, of the Companies Act, 2013, (“the Act”) read together with the Companies (Management and Administration) Rules, 2014, and other applicable provisions, if any, including any statutory modification or re-enactment thereof for the time being in force and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”), that approval of the Members is sought for the resolution appended below which is proposed to be passed by way of postal ballot / e-voting. The explanatory statement pursuant to Sections 102 and 110 of the Act pertaining to the aforesaid resolution setting out the material facts concerning the items and the reasons thereof is annexed hereto along with a Postal Ballot Form (“the Ballot Form”) for consideration.

The Board of Directors of the Company through Resolution by Circulation dated January 17, 2024 appointed Mr. U. C. Shukla, Practicing Company Secretary (Membership No. 2727; and Certificate of Practice No. 1654) as the Scrutinizer for conducting the Postal Ballot and e-voting procedure in a fair and transparent manner.

In compliance with the provisions of Section 108 and other applicable provisions of the Act, the Company is pleased to provide e-voting facility to all its Members to enable them to cast their votes electronically, instead of dispatching the physical Ballot Form by post. E-voting is optional and all Members (whether holding shares in the dematerialized form or in physical form) may vote either by completing or dispatching the Ballot Form by post, or by e-voting. The Company has engaged the services of Central Depository Services (India) Limited(CDSL) for the purpose of providing e-voting facility to all its Members.

Members are requested to carefully read the instructions printed on the Ballot Form, record assent (for) or dissent (against) therein by filling necessary details and affixing their signature at the designated place in the Ballot Form and return the same, in original, duly completed in the enclosed self-addressed, postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer not later than the close of working hours i.e. Sunday, February 25, 2024 to be eligible for being considered. If any Ballot Form is received after 5:00 p.m. on Sunday, February 25, 2024, it will be considered that no reply from such Member has been received and such Ballot Form would not be considered.

Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to the notice and instructions overleaf the Ballot Form. References to postal ballot(s) in this notice include votes received electronically.

Upon completion of the scrutiny of the Ballot Forms and electronic responses, the Scrutinizer will submit his report to the Chairman. The result of the postal ballot would be announced by the Vice Chairman & Managing Director or the Company Secretary of the Company on or before Tuesday, February 27, 2024, at the registered office of the Company. The aforesaid result along with the Scrutinizer’s report would be displayed at the Registered Office of the Company, intimated to the Stock Exchanges where the shares of the Company are listed and on the Company’s website viz.www.nrbbearings.com.

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Special business:

Item No.1:

Change in designation of Mr. Satish Rangani (DIN: 00209069), who has attained the age of 75 (seventy-five) years, as a Non-Executive Non-Independent Director of the Company.

To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments thereto or re-enactment thereof, for the time being in force) and any applicable provisions of the Companies Act, 2013, approval of the Members of the Company be and is hereby accorded for the continuation of Mr. Satish Rangani (DIN: 00209069) designated as a Non-Executive, NonIndependent Director of the Company, liable to retire by rotation, with effect from January 24, 2024, notwithstanding that Mr. Satish Rangani has attained the age of 75 (seventy-five) years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be deemed necessary to give effect to the above resolution.”

Registered Office: By order of the Board Dhannur, 15, For NRB Bearings Limited Sir P. M. Road, Fort, Mumbai 400 001. Shruti Joshi Website: www.nrbbearings.com Company Secretary e-mail: investorcare@nrbbearings.co.in Membership No.: A-19112

Place: Mumbai Date: January 17, 2024

NOTES:

1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out the material facts concerning the Special Resolution and the reasons thereof is annexed.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members as on the close of business hours on Friday, January 19, 2024 being the cut-off date.

3. Resolution passed by the Members through postal ballot is deemed to have been passed as if they have been passed at a general meeting of the Members.

4. The Postal Ballot Notice is being sent by e-mail to those Members who have registered their e-mail address with the Company or with their Depository Participants (“DP”) unless any Member has requested for a physical copy of the same. Members who have not registered their e-mail address are requested to register their e-mail address so that they can receive communication from the Company electronically, but will receive this Postal Ballot Notice along with the Ballot Form through permitted mode. The Company shall send the physical copy of the Postal Ballot Notice and supporting documents to the Members whose e-mail addresses are not registered with the Company for better participation of the Members in the voting process.

5. The Postal Ballot Notice and supporting documents are uploaded on the website of the Company, i.e. www.nrbbearings. com and can also be accessed from the website of the BSE and NSE at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot Notice is also disseminated on the website of CDSL, i.e., www.evotingindia.com.

6. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. However, in case Members cast their vote by Ballot Form and e-voting, then voting done through e-voting shall prevail and voting done by Ballot Form will be treated as invalid.

7. A Ballot Form along with self-addressed business reply envelope is also enclosed. Members voting in physical form are requested to carefully read the instructions printed in the attached Ballot Form. Members who have received the Postal Ballot Notice by e-mail and who wish to vote through the Ballot Form may write to investorcare@nrbbearings.co.in. The Company will forward the same along with self-addressed prepaid postage business reply envelope upon receipt of a request from the Member. Members shall fill in the requisite details and send the duly completed and signed Ballot Form in the enclosed self-addressed business reply envelope to the Scrutinizer so as to reach the Scrutinizer before 5:00 p.m. on Sunday, February 25, 2024. Any Ballot Form received after the said date and time period shall be treated as if the reply from the Member has not been received.

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1. Incomplete, unsigned, improperly or incorrectly tick-marked Ballot Forms will be rejected. There will be only 1 (one) Ballot Form for every registered folio/ client ID irrespective of the number of joint Members.

2. The Company has appointed Mr. Upendra C. Shukla, Practicing Company Secretary (Membership No.2727; and Certificate of Practice No. 1654) as the Scrutinizer to conduct e-voting process in a fair and transparent manner.

3. The Board of Directors has appointed the Vice Chairman & Managing Director and the Company Secretary as the persons responsible for the entire postal ballot process.

4. Upon completion of the scrutiny of Ballot Forms and electronic responses, the Scrutinizer will submit his report to the Vice Chairman & Managing Director of the Company. The results of the Postal Ballot will be declared on or before Tuesday, February 27, 2024. The Scrutinizer’s decision on the validity of the votes (including e-votes) shall be final. The said results along with the Scrutinizer’s Report will be displayed at the registered office of the Company, posted on the website of the Company, i.e., www.nrbbearings.com and intimated to the Stock Exchanges where the shares of the Company are listed.

5. The last date for receipt of duly completed postal ballot forms or e-voting shall be the date on which the said Special Resolution will be deemed to have been passed, if approved by the requisite majority as provided under the relevant provisions of the Companies Act, 2013 and the rules made there under.

13. Instructions for voting:

VOTING THROUGH PHYSICAL BALLOT FORM

• (i) Please complete and sign the Ballot Form (any other form or photocopy thereof will be treated as invalid)and send it so as to reach the Scrutinizer viz. Mr. Upendra C. Shukla, Practicing Company Secretary, not later than Sunday, February 25, 2024 (5.00 p.m. IST). Any Ballot Form received after the said date shall be treated as if the reply from the Member has not been received.

• (ii) Postage charges will be borne and paid by the Company. However, in case a Member sends the Ballot Form by courier or registered post or delivers it in person at his/her own expense, such Ballot Form will also be accepted.

• (iii) The Ballot Form should be signed by the Member as per the specimen signature registered with the Company/ Depository Participants. In case of joint holding, the Ballot Form should be completed and signed by the first named Member and in his/her absence, by the next named joint holder. A Power of Attorney (“POA”) holder may vote on behalf of a Member, mentioning the registration number of the POA registered with the Company or enclosing an attested copy of the POA. Exercise of vote by Ballot Form is not permitted through proxy.

• (iv) In case the shares are held by the companies, trusts, societies, etc., the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/Authorization.

• (v) Votes should be cast either in favour or against, by putting the tick (√) mark in the column provided in the Ballot Form.

• (vi) A Member may request for a duplicate physical copy of Ballot Form, if so required, by sending an e-mail to investorcare@nrbbearings.co.in mentioning their Folio / DP ID and Client ID No. However, duly filled in and signed duplicate Ballot Form should reach the Scrutinizer not later than the date and time specified in Serial No. 13 (i) above.

• (vii) Unsigned, incomplete, tick marked at both “for” and “against”, improperly or incorrectly tick marked Ballot Forms will be rejected. A Ballot Form will also be rejected if it is received in torn, defaced or mutilated condition or with irrelevant remarks.

THE INTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical modeand non-individual shareholders in demat mode.

• (i) The voting period begins on Saturday, January 27, 2024 at 9.00 a.m. (IST) and ends on Sunday, February 25, 2024 at 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, January 19, 2024, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

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• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, inrespect of all shareholders’ resolutions. However, it has been observed that the participation by the publicnon-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

mode CDSL/NSDL is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website: www.cdslindia.com and click on login icon & New System My easi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System My easi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders holding securities in demat mode with NSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https:// eservices.nsdl.com either on a Personal Computer or ona mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their De- pository Participants (DP)

1) You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 18001020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding share in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, pleas enter the member id /folio number in the Dividend Bank details feld.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non–Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investorcare@nrbbearings. com, if they have voted from individual tab & not uploaded same in the CDSL evoting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

The current term of Mr. Satish Rangani, (DIN 00209069), who has attained the age of 75 (seventy-five), as a whole-time director, designated as Executive Director expires on January 23, 2024. Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that no listed entity shall appoint or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy-five) years unless it is approved by the members by way of a Special Resolution. Further, explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Mr. Satish Rangani has been re-appointed as a Director, liable to retire by rotation by the shareholders vide an Ordinary Resolution at the Annual General Meeting held on September 15, 2022. Mr. Satish Rangani, shall continue as a Non-Executive, Non-Independent Director with effect from January 24, 2024. The change in designation of Mr. Satish Rangani has been approved by the Nomination and Remuneration Committee at its meeting held on January 11, 2024 and by the Board of Directors vide resolution passed through circulation on January 17, 2024.

Mr. Satish Rangani, (DIN: 00209069), (Date of Birth: 13/11/1948), is a qualified Company Secretary and a member of the Institute of Company Secretaries of India. He has completed Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies, after completion of the Bachelors of Commerce degree from the University of Mumbai. He is associated with the Company since February 22, 1993, a long association of more than 30 (thirty) years, and has been a member of the Board since October 31, 2012. He has extensive experience and expertise in the areas of finance, strategy, legal and compliance. His expertise also includes execution of projects across a wide range of industries.

Mr. Rangani is a Member of the Corporate Social Responsibility Committee of the Company and serves as a non-executive director on the board of SNL Bearings Limited, a subsidiary of the Company and is a Member of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee of SNL Bearings Limited. Mr. Rangani also serves as a Director of NRB Bearings (Thailand) Limited, a step down subsidiary of the Company. Mr. Rangani attended all the 6 (six) Board meetings of the Company held during the Financial Year 2022-23.

Justification for continuation even after attainment of age of 75 (seventy-five) years:

Keeping in view the current expansion plans and future growth strategy of the Company, the vast experience of Mr. Rangani will be beneficial to the Company. Mr. Rangani has been with the Company for more than 30 years and is well versed with the functioning, business and operations of the Company and to guide and mentor the senior leadership team of the Company. Therefore, though Mr. Rangani has attained the age of 75 (seventy-five) years, he is considered a fit and an ideal person to continue as the Non-Executive, Non-Independent Director of the Company.

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Mr. Rangani holds 9,000 equity shares (0.01%) in the Company and is not related to any Director or Key Managerial Personnel of the Company. During his term as a Non-Executive Non-Independent Director, Mr. Rangani will be entitled to receive sitting fees for attending meetings of the Board and the Committees thereof, of which he is a member and commission, as may be decided by the Board of Directors every year for Non-Executive Directors.

The Nomination and Remuneration Committee of the Board and the Board of the Directors has also considered and approved the continuation of Mr. Rangani as a Non-Executive Non-Independent Director of the Company. Pursuant to section 152 of the Act, Mr. Rangani shall hold office as a Non-Executive Non-Independent Director, liable to retire by rotation as per the provisions of Companies Act, 2013 with effect from January 24, 2024, if continuation and change in designation is approved by way of a Special Resolution.

Mr. Rangani’s vast experience in the automotive industry particularly bearings and auto components shall be crucial for the Company as it transitions to and navigates the technology shift to electric mobility.

The Board recommends passing of the resolution set out at Item No.1 of the accompanying notice as a Special Resolution. None of the directors and key managerial personnel and their relatives except Mr. Satish Rangani are interested in or concerned with the Special Resolution at Item No.1

As required by SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015, the statement below gives the relevant details of the Director as per the accompanying Notice:

Name of Director	Mr. Satish Rangani
DIN	00209069
Date of Birth	November 13, 1948
Nationality	Indian
Date of appointment on Board	October 31, 2012
Brief Resume, Experience and Expertise	Please refer to Item No. 1
Shareholdingin Company	9,000 equityshares
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Refer to paragraph above.
Qualifcation	Qualifed Company Secretary and a member of the ICSI. Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies. Bachelors of Commerce from the Universityof Mumbai
Number of meetings of the Board attended duringFY 2022-23.	6
List of Directorships held in other Companies in the last three years (excluding foreign, private and section 8 Company)	SNL Bearings Limited
Memberships/Chairmanships of Audit and Stakeholders Relationship Committees across public companies	SNL Bearings Limited Stakeholders Relationship Committee, Member Corporate Social ResponsibilityCommittee, Member
Disclosure of relationships with Directors inter se	NIL

Registered Office:

Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001. Website: www.nrbbearings.com e-mail: investorcare@nrbbearings.co.in

By order of the Board

For NRB Bearings Limited

Shruti Joshi Company Secretary Membership No.: A-19112

Place: Mumbai Date: 17th January 2024

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