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.

NRB Bearings Limited has announced a board meeting scheduled for February 09, 2026, to review its third-quarter financial performance and consider dividend distribution to shareholders. The meeting represents a significant corporate governance milestone as the company prepares to disclose its financial results for the quarter and nine months ended December 31, 2025.

Board Meeting Agenda

The board of directors will convene to address two primary matters during the scheduled meeting. The comprehensive agenda reflects the company's commitment to transparent financial reporting and shareholder value creation.

Trading Window Restrictions

In accordance with regulatory compliance requirements, NRB Bearings Limited has implemented trading window restrictions to ensure adherence to insider trading regulations. The company has established a comprehensive timeline for trading window closure and reopening.

The trading window closure aligns with the SEBI (Prohibition of Insider Trading) Rules 2015 and the company's Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting Trading by Insiders.

Regulatory Compliance

The board meeting announcement fulfills the requirements under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates listed companies to inform stock exchanges about board meetings where financial results and dividend declarations are considered.

The company has formally notified both BSE Limited and National Stock Exchange of India Limited about the upcoming board meeting. NRB Bearings trades on BSE with scrip code 530367 and on NSE under the symbol NRBBEARING.

Corporate Governance Framework

The structured approach to financial disclosure and dividend consideration demonstrates NRB Bearings Limited's adherence to established corporate governance practices. Company Secretary and Compliance Officer Khyati Danani has signed the official communication, ensuring proper authorization and documentation of the board meeting intimation.

The second interim dividend consideration for Financial Year 2025-26 indicates the company's ongoing commitment to returning value to shareholders through regular dividend distributions. The board's evaluation of both standalone and consolidated financial results will provide comprehensive insights into the company's operational and financial performance across all business segments.