NRB Bearings Limited has announced a significant strategic acquisition through its wholly owned subsidiary, marking the company's entry into the aerospace manufacturing sector. Mahant Tool Room Private Limited (MTRPL), the subsidiary, has agreed to acquire the business of Mahant Tool Room (MTR) for a total consideration of ₹27.50 crore.

Transaction Overview

The acquisition was formalized through a Business Transfer Agreement signed on January 27, 2026, involving MTRPL, MTR, and the proprietors Mrs. Roopa M. Maramannavar and Mr. Mallappa Maramannavar. The transaction represents a cash-based acquisition of the entire business operations of MTR, except for certain excluded assets as specified in the agreement.

Target Business Profile

Mahant Tool Room operates as a sole proprietorship firm specializing in precision machined components for engine and fuel systems in the aerospace industry. The business demonstrates steady financial performance with consistent revenue generation over recent years.

Financial Performance

The acquired business brings substantial future revenue potential with a confirmed order book exceeding ₹25 crore, providing strong visibility for future operations.

Strategic Implications

This acquisition represents NRB Bearings' strategic diversification into the aerospace sector, expanding beyond its traditional bearing manufacturing business. The transaction enables the company to enter the high-precision aerospace components market through its subsidiary MTRPL.

Key strategic benefits include:

• Entry into aerospace precision manufacturing
• Access to established customer relationships
• Confirmed order book providing revenue visibility
• Expansion of manufacturing capabilities in specialized components

Transaction Structure

The deal structure involves a fixed cash consideration of ₹27.50 crore, with additional milestone-based payments potentially payable over three years post-closing. The acquisition does not constitute a related party transaction, as confirmed by the company's disclosure that promoters and promoter groups have no material interest in the target entity.

The transaction is subject to completion of certain conditions precedent and is expected to close within three months from the agreement date, with provision for extension by mutual consent. No governmental or regulatory approvals are required for completing this acquisition.

NRB Bearings Limited promoter Harshbeena Sahney Zaveri has disclosed the creation of an additional pledge on 80,00,000 equity shares on January 21, 2026, under Regulation 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The pledge has been created in favor of Tata Capital Limited, a non-banking financial company.

Pledge Details and Impact

The additional pledge brings the total number of encumbered shares held by Harshbeena Sahney Zaveri to 3,29,19,877 equity shares, representing 33.97% of the company's total share capital. Prior to this transaction, the promoter had already pledged 2,49,19,877 shares, constituting 25.71% of the total share capital.

Promoter Holdings Overview

Harshbeena Sahney Zaveri holds 4,02,07,885 equity shares in NRB Bearings Limited, representing 41.48% of the total share capital. With the latest pledge, 81.87% of her total shareholding is now encumbered. The encumbered shares represent more than 20% of the company's total share capital, triggering mandatory disclosure requirements.

Financial Security and Rationale

The total value of all encumbered shares held by the promoter was approximately Rs. 806.64 crore as of January 20, 2026, calculated using the weighted average price of Rs. 245.03 from BSE. The total loan amount against which the shares have been pledged is approximately Rs. 290.39 crore, maintaining a security cover ratio of 2.78:1.

The promoter stated that the top-up pledge was created due to recent volatility in the stock market, with the intention of maintaining a substantial buffer with the lender to enable focus on business operations. The borrowed amount is intended for personal use by Trilochan Singh Sahney Trust 1, including towards family settlement.

Other Promoter Holdings

Other promoters and persons acting in concert (PACs) maintain their existing shareholdings without any changes in encumbrance status. Trilochan Singh Sahney Trust – 1 holds 67,85,123 shares (7.00% of share capital) with 37,80,123 shares (3.90%) remaining encumbered from previous arrangements.

The disclosure was filed with both BSE Limited and National Stock Exchange of India Limited on January 23, 2026, in compliance with regulatory requirements for substantial shareholding changes and encumbrance creation.