NRB BEARINGS LIMITED

Main Body

Pursuant to a circular resolution passed by the Board of Directors on October 22, 2026, NRB Bearings Limited has executed and will execute two separate Sale and Purchase of Shares Agreements (SPSA) to divest part of its shareholding in Amplus Ampere Private Limited (AAPL).

1. Agreement with Apcotex Industries Limited (AIL / Transferee 1):

  • The company has executed the AIL SPSA.
  • It involves the sale of 7,20,000 equity shares in AAPL, representing 1.27% of AAPL's equity share capital.
  • The aggregate consideration for this transaction is ₹72,00,000 (Indian Rupees Seventy-Two Lakh only).
  • The shares are being sold out of NRB's total holding of 48,00,000 equity shares in AAPL (8.50% of AAPL's capital).

2. Agreement with Deepak Novochem Technologies Limited (DNTL / Transferee 2):

  • The company will be executing the DNTL SPSA.
  • It involves the sale of 7,36,000 equity shares in AAPL, representing 1.30% of AAPL's equity share capital.
  • The aggregate consideration for this transaction is ₹73,60,000 (Indian Rupees Seventy Three Lakhs Sixty Thousand only).
  • These shares are also part of NRB's total holding of 48,00,000 shares.

Combined Transaction Impact:

  • Total shares sold: 14,56,000
  • Total stake divested: 2.57%
  • Total consideration: ₹1,45,60,000
  • Post-transaction holding: Upon completion of both sales, NRB's holding in AAPL will reduce from 8.50% to 5.93%.

Key Terms Common to Both Agreements:

  • The equity shares are to be transferred free from encumbrances on an "as is, where is" basis.
  • The transfer does not constitute a waiver, release, or discharge of any existing rights or obligations of AAPL towards NRB under other agreements between the parties.
  • Both SPSAs contain customary representations, warranties, indemnities, and other provisions governing the transactions.
  • No special rights are provided to the transferees, including rights to:
  • Nominate or appoint directors on NRB's Board.
  • Preferentially subscribe to future issuances of NRB shares.
  • Restrict changes in the capital structure of NRB.

Regulatory and Relationship Status:

  • The transactions do not fall within the purview of related party transactions.
  • None of the parties to either SPSA (AIL, DNTL, AAPL, Amplus Energy Solutions Pte Ltd) have any relationship with the promoters, promoter group, or group companies of NRB Bearings Limited.
  • The agreements do not provide for the appointment of any nominee of the transferee on NRB's Board.
  • No potential conflict of interest has been identified in relation to NRB.

Governance:

  • The circular resolution was approved by the Board of Directors on October 22, 2026.
  • This intimation is made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • It also complies with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Other Key Announcements

This document contains no other material announcements unrelated to the divestment.