Two promoter-group entities of NRB Bearings Limited have filed disclosures under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting the release of share pledges. The transactions, executed on May 12, 2026, involve Trilochan Singh Sahney Trust 1 and promoter Harshbeena Sahney Zaveri in her individual capacity. Both pledge releases were executed in favour of Tata Capital Limited, as the promoters are in the process of repaying loans step by step, which has progressively reduced encumbrance.

Trilochan Singh Sahney Trust 1: Pledge Release

Trilochan Singh Sahney Trust 1 released the pledge over 18,83,448 equity shares of Rs. 2/- each on May 12, 2026. This transaction represents 1.94% of the total share and voting capital of NRB Bearings. The trust's total holding stands at 52,84,761 shares, representing 5.45% of the total share capital. Following the release, the encumbered shares for the trust stand at 30,05,000, accounting for 3.10% of the total share capital.

Harshbeena Sahney Zaveri: Individual Pledge Release

In a separate disclosure, promoter Harshbeena Sahney Zaveri reported the off-market release of a pledge on 11,22,580 equity shares of Rs. 2/- each, representing 1.16% of the total share and voting capital. Her total holding remains at 4,02,07,885 shares, or 41.48% of the total share capital. Post-transaction, the encumbered shares stand at 3,06,68,681, representing 31.64% of the total share capital.

Promoter Group Shareholding Overview

The total promoter shareholding in NRB Bearings stands at 4,63,21,454 equity shares, representing 47.79% of the total share capital. Of this, 3,36,73,681 equity shares are encumbered, accounting for 72.70% of the total promoter shareholding. The table below details the holdings of key promoter group members:

Security Cover and Transaction Details

The total value of encumbered shares held by Harshbeena Sahney Zaveri and Trilochan Singh Sahney Trust 1 as on May 11, 2026 was Rs. 1110.96 Crore (approx), based on the Weighted Average Price of Rs. 329.92. The total amount involved against which the shares have been encumbered is Rs. 275 Crore, resulting in a security cover ratio of 4:1. The listed company and its group companies are not party to the encumbrance agreements.

NRB Bearings delivered a strong performance for the fourth quarter and full year ended March 31, 2026, with consolidated Profit After Tax (after exceptional items) surging 77% year-on-year to ₹146 crore in FY26, compared to ₹82 crore in FY25. Revenue from Operations for the full year grew 11% to ₹1,335 crore, while EBITDA expanded 19% to ₹267 crore, reflecting broad-based operational momentum across the business. The Board of Directors, at its meeting held on May 7, 2026, approved the audited financial results alongside a series of strategic investments and corporate actions. Pursuant to Regulation 30 and Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company published newspaper advertisements of the audited financial results for the quarter and year ended March 31, 2026 in Free Press Journal and Navshakti on May 08, 2026.

Consolidated Financial Performance

The table below presents the consolidated financial highlights for Q4FY26 and FY26 alongside the corresponding prior-year figures:

*PAT after exceptional items

Consolidated Earnings Per Share

The consolidated EPS figures (of ₹2 face value each), as published in the audited results, are presented below (₹ in Lakhs basis; EPS in ₹):

The paid-up equity share capital stood at ₹1,938 lakhs (par value ₹2 per share, fully paid), while reserves (excluding revaluation reserve) as per the balance sheet were ₹96,366 lakhs for FY26, compared to ₹91,708 lakhs in FY25.

Standalone Financial Performance

On a standalone basis, NRB Bearings also reported a robust improvement in profitability. The key standalone financial results for Q4FY26 and FY26 are presented below (₹ in lakhs):

Standalone Profit After Tax for FY26 stood at ₹12,151 lakhs compared to ₹5,868 lakhs in FY25, reflecting a significant year-on-year improvement. The standalone basic and diluted EPS after exceptional items for FY26 was ₹12.54, compared to ₹6.06 in FY25. The statutory auditors, Walker Chandiok & Co LLP, have issued audit reports with unmodified opinion in respect of both standalone and consolidated annual audited financial results for FY26.

Interim Dividend and Record Date

The board declared a third interim dividend of ₹2.25 per equity share (112.5% on face value of ₹2 each) for FY26. Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the record date for determining the entitlement of payment of the interim dividend has been set as Wednesday, May 13, 2026. In view of this interim dividend declaration, there will be no recommendation for a final dividend for FY 2025-26.

The dividend will be paid to members holding shares in physical form whose names appear in the Register of Members as of the close of business hours on May 13, 2026, and to shareholders holding shares in electronic form whose names appear in the list of beneficial holders furnished by the respective Depositories as of the same date. Payment will be made electronically via NEFT/RTGS/direct credit to shareholders who have provided bank account details to the RTA/Depositories, and through dividend warrants/drafts for others, within 30 days from the date of declaration. Dividend payments will be subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961. Earlier in FY26, the board had declared interim dividends of ₹2.5 (125%) and ₹3.2 (160%) per equity share, paid on November 7, 2025 and February 18, 2026 respectively.

Management Commentary

Commenting on the performance, Ms. Harshbeena Zaveri, Managing Director, said, "We are pleased to share that NRB closed FY26 on a strong footing, delivering consolidated Revenue growth of 11% and 19.2% growth in EBITDA, reflecting the resilience of our business model and consistent execution across markets with consolidated EBITDA increasing to ₹267 crore and Profit after Tax increasing to ₹146 crore." She further noted that the company's growth strategy remains anchored in deep R&D capabilities and non-commoditized products with long-standing customer relationships, enabling NRB to compete effectively in high-precision engineering segments. Ms. Zaveri also highlighted that despite a challenging global environment marked by supply-chain disruptions and inflationary pressures, NRB continued to meet customer commitments without disruption.

Strategic Investments and Corporate Actions

The Board approved investments in two newly incorporated subsidiaries as part of its strategic expansion. The key details are summarised below:

Mahant Tool Room Private Limited (MTRPL) was incorporated on December 30, 2025, and on January 27, 2026, entered into a Business Transfer Agreement to acquire the proprietorship concern of M/s Mahant Tool Room, Bangalore — a manufacturer of precision machinery components for engine and fuel systems in the aerospace industry. The acquisition is for a cash consideration of ₹2,750 lakhs, with the long stop date for completion extended to July 27, 2026. NRB Unitech Friction Solutions Private Limited has been incorporated as a wholly owned subsidiary to facilitate the joint venture with Unitec S.r.l., a part of the Mondial Group, Italy, for the manufacture of a new range of Cylindrical Roller Bearings (CRBs) at NRB's Hyderabad plant. The board also approved the adoption of an updated Vigil Mechanism (Whistle Blower) Policy.

Capacity Expansion and Strategic Outlook

NRB Bearings is progressing with brownfield expansions at its Jalna and Chikalthana facilities, which are advancing as planned and are expected to start contributing from FY27. The board also approved the acquisition of a parcel of land for up to INR 40 crores for expansion, to be financed through a combination of debt and internal accruals. The proposed expansion over one year is estimated to lead to 17%–25% higher volumes for various product families depending on product mix, starting from FY2027, catering to a robust order book. The company's vertically integrated manufacturing footprint, spanning facilities in Waluj, Aurangabad, Jalna, Ranchi, Hyderabad, Pantnagar, and Thailand, along with research centres and subsidiaries in the USA, Europe, Thailand, and UAE, continues to underpin its ability to serve a diverse global clientele across over 40 countries.