NRB BEARINGS THE

June 8,2018

BSE Ltd Corporate Relationship Department 1st Floor, New Trading Ring

Rotunda Building,P.J Towers,Dalal Street Mumbai 400 001

Code No. 530367

Dear Sirs,

ORIGINAL

NRB BEARINGS LIMITED Dhannur , 15, Sir P.M. Road, Fort , Mumbai- 400001, India. T : (91) 22-2266 4570/ 22664160 F : (91J 22- 22660412 / 2267 9850 W: www. n rbbea r ing s . com CIN: L29130 MH1965PLC0 1325 1

Listing Department-Corporate Services National Stock Exchange of India Ltd

5th Exchange Plaza, Floor.Plot No.C/l

G Block, Bandra Kurla Complex Bandra (E), Mumbai 400 051

Sub: Certified True copy of the Postal Ballot Notice pursuant to Section 110 of the Companies Act, 2013.

Please find enclosed herewith a certified true copy of the Postal Ballot Notice alongwith Explanatory Statement and Postal Ballot Form.

Pursuant to Section 110 of the Companies Act, 2013, on completion of dispatch of notice by post/ email, we also enclosed herewith the copy of the Notice of Postal Ballot published in Free Press Journal (English) and Navshakti -Marathi News Paper, published today i.e. Friday, 8th June,2018. Please take note of the same.

Thanking you,

Yours truly, For NRB BEARINGSLTD

!M~~ ,

SCRANGANI EXECUTIVE DI ECTOR & COMPANY SECRETARY

Encl: as above

*BEA~! NRB BE Rm GS LIMITED

Regd. Off. : Dhannur, 15, S ir , P. M . Road, Fort, Mumbai - 400 001 .

Tel: 022 22664160 Fax: 022 22660412 Website: www.nrbbearings .com Email: sc.rangani@nrb .co .in

CIN : L29130MH1965PLC013251

POSTAL BALLOT NOTICE

Dear Member(s) ,

Notice pursuant to Section 110 of the Companies Act , 2013

Notice is hereby given pursuant to Section 110 and other applicable prov isions, if any, of the Companies Act , 2013, (the "Act"), read tog ether with the Companies (Management and Administration) Rules, 2014, including any statutory modification or re-enactment thereof for the time being in force, that the resolution appended is proposed to be passed as an special resolution by way of postal ballot / e-voting. The explanatory statement pertain ing to the aforesaid resolution setting out the material facts concerning each item and the reasons thereof is annexed hereto along with a postal ballot form (the "Form" ) for your consideration.

You are requested to carefully read the instru ctions printed on the Form, record your assent (for) or dissent (against) therein by filling necessary deta ils and affixing your signature at the des ignated place in the Form and return the same, in original, duly completed in the enclosed self-addressed, postage pre-paid envelope (if post ed in India) so as to reach the Scrutinizer not later than the close of working hours i.e. 5.00 p.m. on Saturday,7th day of July 2018.

Members desiring to opt fo r e-voting as per facilities arrang ed by the Company are requested to read the notes to the notice and instructions overleaf the Form. References to Postal Ballot(s) in this notice include votes received electronically.

Upon completion of the scrut iny of the Forms, the Scrutinizer will submit his report to the Chairman/Director. The result of the postal ballot would be announced by the Chairman / Director or the Company Secretary of the Company on Wednesday, 11th day of July 2018, upto 5.00 p.m. (1ST) at the registered o.ffice of the Company. The aforesa id re?ult would be~ed at the .@gistered Qmc~_Qt tb~QQIT!Pan y, intimated to the Stock E~~alJ.Qes whereJhe shares of the Company are listed and displayed along with the Scrutinizer's report on the Co'mpany's website viz.www.nrbbearings.com.

RESOLUTION:

Item NO.1: Issue of Listed Unsecured Redeemable Non-Convertible Debentures on Private Placement to Mutual Funds/ Banks.

Toconsider and, if thought fit , to pass the following resolution as a Special Resolution :

"RESOLVED THAT pursuant to the provisions of Sections 42,71 and other appli cable provisions, if any, of the Companies Act, 2013 ('the Act ') read with the Companies (Prospectus and Allotment of Securiti es) Rules,2014 and the Companies (Share Capital & Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) , SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicable SEBI regulations and guidelines and the prov isions of the Memorandum and Articles of Asso ciation of the Company and subje ct to such other approval(s), consent(s), perm ission(s) and sanction(s) as may be necessary, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the "Board", which term shal l be deemed to includ e any Committee of the Board constituted to exercise its powers , including the powers conferred by this Resolut ion) for making one or more offer(s) or invitation(s) to subscribe, issue and allot Listed Unsecured Redeemable Non­Convertible Debentures ('NCDs') on private placement, in one or more tranches, to any eligible investor through issue of requisite offer documents, for an aggregate amount not exceeding Rupees One Hundred Crores, on such terms and conditions as the Board of Directors of the Company may, from time to time , determine and consider proper and most beneficial to the Company, including without limitation, as to when the said NCDs are to be issued , Number of NCDs to be issued , the consideration for the issue, mode of payment, interest rates, redemption period, premium/ discount on redemption, utilization of the issue proceeds and all matters conn ected therewith or incidental thereto, during a period of one year from the date of passing of this Special Resolution ;

RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Debenture Trustees and/or Registrar & Transfer Agents, if necessary, and to do all such acts, deeds, matters and thing s and give such directions as may be deemed necessary or ancillary or incidental thereto and to execute all such documents as may be proper or necessary to give effect to this Resolut ion ."

: CERTIFIED TRUE COp y Registered Office:

15, Dhannur, For NRB BEARINGS LTD. By order of the Board

For NRB Bearings Limited Sir P M. Road, Fort, Mumbai 400 001

Website: www.nrbbearings.com s ~::t~ ' (S. C. Rangani)

Executive Director & Company Secretary e-mail: sc.rangani@nrb.co .in E x e c u t i v ~ g tr~o r Place: Mumbai

& Compa ny Secretary

Date : May 21,2018

~NRB ~ BEARIN GS

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/Statements of beneficial ownership maintained by the Depositories, l.e., National Securities Depository Limited ("NSDl.:') and Central Depository Services (India) Limited ("CDSL:') as on the close of business hours on Friday, May 25,2018 being the cut-off date .

3. The Postal Ballot Notice is being sent bye-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 will receive this Postal Ballot Notice along with the Postal Ballot Form ("Ballot Form") through permitted mode.

4. The Postal Ballot Notice is uploaded on the website of the Company, i.e., www.nrbbearings.com and on the website of CDSL, l.e. , www.evot ingindia.com

5. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is offering e-voting facility to all its Members as an alternate mode to exercise their right to vote. For this purpose, the Company has entered into an agreement with CDSL for facilitating e-voting to enable the Members to cast their votes electronically.

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 e­voting, then voting done through e-voting shall prevail and voting done by Ballot Form will be treated as invalid.

7. In case a Member is desirous of obtaining Ballot Form in printed form, the Member may write to sc.rangani@nrb.co.in . The Company will forward the same along with self-addressed pre-paid postage permit Business Reply Envelope upon receipt of a request from the Member.

8. Mr. Upendra C. Shukla, Practicing Company Secretary has been appointed as the Scrutinizer for conducting the postal ballot process in fair and transparent manner.

9. Upon completion of the scrutiny of Ballot Forms and electronic responses, the Scrutinizer will submit his report to the Chairman/ Director of the Company. The results of the Postal Ballot will be declared on Wednesday, July 11, 2018. The said results along with the Scrutinizer's Report will be displayed on the website of the Company, i.e., www.nrbbearings.com and int imated to the Stock Exchanges where the shares of the Company are listed.

10. The decision of the Scrutinizer on the validity of the Ballot Form and any other related matter shall be final.

11. The date of the declaration of the results of the postal ballot shall be the date on which the said Special Resolutions 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 thereunder.

12. Instructions for voting:

A. 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 Saturday, July 7, 2018 (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 (I"") 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 tosc.rangani@nrb.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.A (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 .

B. Voting through electronic means:

In case a Member receives an e-mail of Postal Ballot Notice from CDSL (for Members whose e-mail addresses are registered with the Company/Depository Participant(s)):

(i) The voting period begins on Friday, June 8, 2018 @ 9.00 A.M. 1ST and ends on Saturday, July 7, 2018 @ 5.00 P.M. 1ST. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form , as on the cut-off date of May 25, 2018, may cast their vote electronically.The e-voting module shall be disabled by Scrutinizing for voting thereafter.

(ii) The shareholders should log 0" to the e-votinq r : »: . CERTIFIED TRUE CO p y (iii) Click on "Shareholders" tab. <c,.p..RI,

~ '\

(iv) Now Enteryour User ID . ~ A For NRB BEARINGS LT , IV/"rnbai

a. For CDSL: 16 digits beneficiary ID, ,I . ~

b. For NSDL: 8 Character DP 10followed by 8 Digits Client 10, At~~~c. Members holding shares in Physical Form should enter Folio Number registered with the Company. S . C. RANGA I

(v) Next enter the Image Verification as displayed and Click on Login . Exe cutive D ir to r I:. om pa ny Secre ta ry

2

~NRB ~BEARINGS

(vi) If you are holding shares in dematform and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PANwith the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PANfield.

In case the sequence number is less than 8 digits enter the applicable number of O's before the number after the first two characters of the name in CAPITAL letters . Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PANfield . .

Enterthe Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyyformat.

Enter the Dividend Bank Details as recorded in your demat account or in the company records

DOB

Bank Details forthe said demat account or folio .

Please enter the DOB or Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank deta ils field as mentioned in (iv)

(viii) After entering these details appropriately, click on "SU BMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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 resolut ions 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.

(x) For Members holding shares in physical form, the details can be used onlyfor e-voting on the resolutions contained in this Notice.

(xi) Clickonthe EVSNforthe relevant < NRB BEARINGS LTD.> onwhich you choose to vote.

(xii) 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 opt ion YES impl ies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to viewthe entire Resolution details.

(xiv) After selecting the'resOTutTon YouhaveCJeCiCled to vote on, clic k on wSUBNIlT".AcomirmafiOrim5XWi1f1jealsplayed. If you wlshLOCOnfirrrrydur- ­vote , click on "OK". else to change your vote, click on "CANCEL' and accordingly modify your vote.

(xv) Once you "CONFIRM " your vote on the resolution ,you will not be allowed to modify your vote .

(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User 10 and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii)Shareholders can also cast their vote using CDSL's mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google play store. iPhone and Windows phone users can download the app from App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non-Individual Shareholders & Custodians:

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 as Corporates and Custodians respectively.

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 they should create compliance user using the admin log in and password.The Compliance user would be able to link the depository account(s) /folio numbers on which theywishto vote.

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy ofthe Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com under help section or write an email tohelpdesk.evoting@cdslindia.com.

CER TI FIED TR UE COpy

For NRB BEARINGS LTD.

/AA~~-S. C. RAN GA I Exec ut ive Dir e to r ",_ Com pany Se cretary

3

~NRB W-BEARINGS

ANNEXURE TO THE NOTICE

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

Item No .1:

Issue of Listed Unsecured Redeemable Non-Convert ib le Debentures on Private Placement to Mu tual Funds/ Banks

At the Board meeting held on Febru ary 8, 2017the Board had approved issue NCDs aggregating to Rs.100 cror es to provide for any subsequent tranch es and

Company had obtained shareholder consent by way of postal ballot on April 22, 2017 valid till April 21, 2018 . The Company was unde r negotiation with the

vario us Mutua l Funds/ Bankers and due to expectations offal ling interest rates, the Company did not Issue the NCDs within the one year per iod .

With the plann ed growth in volumes, the company plans to raise funds during FY 2018-19 for General Corporate purposes including but not limited to

repayments and capex funding. Issue of listed unsecured Redeemable Non-Convertible Debentur es (NCDs) to Banks/ Mutual funds agg regating up to Rs.

100 crores, in one or mor e tranches is proposed .The proposed borrowings shall be with in the overall borrowing limits of the Company.

As per prov isions of section 42 of the companies Act, 2013 read with Rule 14 of the Companies (Prospec tus and Al lotm ent of Secur ities) Rules , 2014 and Rule

18 of the Companies (Share Capital and Debentures) Rules , 2014, a company shall not make a privat e placement of its secu rities unless the proposed offer of

securities or invitation to subsc ribe to securities has been previously approved by the shareholders of the company by a special resolution for each of the

offers or invitations. However, in case of offer or invitation for "non-convertible debentures", it shall be suffici ent if the company passes a previous special

resolution only once in a year for all the offers or invitations for such debentures during the year within the overall borrowing limits of the company. Further, the

Board of Directors of the company has authorised the Vice Chairman & Managing dire ctor and the CFO to determine the terms of the issue, inc luding the

class of investors to whom the bonds/d ebentures are to be allotted, the number of bonds/ debentures to be allotted in each tranche , issue price, tenor, interest

rate, premium/d iscount to the then prevailing market price , amount of issue, discount to issue private to a class of bond/debenture holders, listing, security,

redemption , issuing any declaration/ undertaking etc required to be included in the private placement offer letter and any other regulatory requ irement for the

time being in force. The Board of Directors of the company in its Meet ing held on 21st May,2018 has approved the above propo sal for issue of NCDs not

exceeding agg regate amount of RS.1 00 crores in one or mor e tranches.

The Board recommends the Special Resolution as per theaccompanying Noti ce, for approval by the Shareholders of the Company.

The Directors or key managerial personnel or their relatives do not have any concern or interest, financial or otherwise in passing of the said spe cial resolution,

except to the extent of their shareholdings, if any, in the Company.

CE R TIFIE D TRUE COpy

Registered Office: For NR£ BEARINGS LTD. By order of the Board

15, Dhan nur, For NRB Bearings Limited Sir P. M. Road , Fort , )Vl~~~ 't-Mumbai 400 001

Website: www.nrbbearings.com S.C.RANG I E xecu t ive Dire-mail: sc.rangani @nrb.co.in ctor & Company S cretary

Place: Mumbai Date : May 21, 2018

4

~NRB ~~BEARINGS

NRB BEARINGS LIM ITED Regd. Off. : Dhannur. 15, Sir, P. M. Road, Fort, Mumbai - 400 001.

Tel: 02222664160 Fax: 022 22660412 Website: www.nrbbearings.com Email: sc .rangani@nrb.co.in

CIN: L29130MH1965PLC013251 l

POSTAL BALLOT FORM

Serial No:

1. Name and Registered Address of the Sole /First name Member

2. Name(s) of Joint-Holder(s) , if any

3. Registered Folio No. /OP 10 No.* /Client 10 No.* (*Applicable to Members holding shares in dematerialized form)

4. No. of Equity Shares held

I tWe hereby exercise my/our vote in respect of the Resolution to be passed through Postal Ballot in respect of business stated in the Notice dated 21st May, 2018 by sending mY/ our assent / dissent to the said Special Resolution by placing the tick (v) mark atthe appropriate box given below:

Sr. No.

Description of Resolution No. of Shares

l!We assent to the Special Resolution (FOR)

l!We dissent to the Special Resolution (AGAINST)

1 Special Resolution under Sections 42 and 71 ofthe Companies Act, 2013 for issue of Unsecured Redeemable Non-Convertible Debentures (NCO's) on private placement basis, upto an amount of Rs. 100 Crores (Rupees One Hundred Crores only)

Place: Date:

Signature of Member

Note: Please read instructions printed overleaf carefully before exercising your vote and also refer the procedure and

instructions for e-voting given on page no. 2 in the notice attached herewith. CER T1FlED TRUE COpy

F:)1 NRB BEJJ.RlNGS u PTOAtfu~'~ ,

S. C. RANGAN E xecu t ive Dire or

. & Company Secretary

~NRB ~ BEARIN GS

(A) General Instructions: 1. This Postal Ballot Form is provided for the benefit of members who do not have access to e-voting

facility.

2. A Member can opt for one mode of voting i.e. either through e-voting or by Postal Ballot Form. If a Member cast votes by both modes, then voting done throuqh e-voting shall prevail and Postal Ballot Form shall be treated as invalid.

3. For detailed instructions on e-voting, please refer to the notes appended to the Notice of Postal Ballot which is being despatched / e-mailed to the members whose names appear in the Register of Members as on close of business hours on Friday, May 25, 2018. The Notice of Postal Ballot has also been placed on the Website of the Company viz. www.nrbbearings.com and on CDSL website viz. www.cdslindia.com.

4. The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through . Postal Ballot Form to declare the final result for the resolution forming part of the Notice of Postal Ballot.

5. Voting Rights in the Postal Ballot Form / e-voting cannot be exercised by proxy,

(B) Process and manner for mem bers opt ing to vote by us ing Ballot Form:

6. A member desiring to exercise vote by Postal Ballot should complete and sign this Postal Ballot Form as per the Specimen Signature Registered with the Company and send it to the Scrutinizer in the attached postage self-addressed Business Reply envelope. Postage will be borne 2.:1d paid by the Company. However, envelope containing Postal Ballot Forms, if sent by courier/deposited in person at the expenses of the registered member will also be accepted.

7 . In case of Joint holding, the Form should be completed and Sl91 l d by the first named shareholder and in his absence, by the next named shareholder.

8. The votes should be cast either in favour or against the reso lution by putting the tick (v) mark in the column provided for assent or dissent. Postal Ballot Form bearing tick (v') in both the columns will render the form invalid.

9. The Voting Rights of members shall be in proportion of the share(s) held by them in the paid-up equity share capital of the Company as on Friday, May 25, 2018.

10. Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5.00 P.M. (1ST) on Saturday, July 7, 2018. All Postal Ballot Forms received after the date will be strictly treated as if the reply from such shareholder has not been received.

11. In respect of shares held by corporate and institution shareholders (Companies, trusts, societies, etc .), the completed Postal Ballot Form should be accornpaniec by a certified copy of the relevant Board resolution/appropriate authorization , with the specirr en signature(s) of the authorised signatory (ies) duly attested.

12. Unsigned or incomplete or incorrectly filled Postal Ballot Forms wil l b. rejected.

13. Members are requested not to send any other matter/document along with the Postal Ballot Form in the enclosed self-addressed envelope. The scrutinizer would destroy any extraneous paper found in such envelope.

14. A shareholder may request for duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the dateand time specified in point 10 above.

CERTIFIED TRUE COpy

2 S.C. RANGA E xecutive Dir tor & C o m pa n y ~e retary

1

THE FREEPRESS MUMBAI I FRIDAY IJUNE'8, 2018 www.reepressjourna.in

~NRB ~­BEARINGS

NRB BEARINGS LIMITED CI N: L29130MH1965PLC013251

Regd. Office: Dhannur, 15, Sir P. M. Road, Fort, Mumbal 400 001 Tel: +912222664160/4998 I Fax: +91 2222660412

Website: www.nrbbearings.com I Email : investorcare@inrbbearlngs.co.ln

• • •• Notice ishereby giventhat, in compliancewith the provisionsof Section 110 and other applicable provisions of the Companies Act, 2013 read with rule 22 of the Companies (ManagementandAdministration) Rules, 2014 and Regulation 44 of SEBI (Usting Obligations and Disclosure Requirements) Regulations, 2015, the notice of Postal Ballot together with Postal BallotFormhavebeensentbye-mail to theShareholderswho have registered their e-mail addressand physical copy of the notice of

•Postal Ballot together with Form and self-addressed, postagepre-paid envelope havebeendispatched to all other Shareholders at their address in the permitted mode, for seeking approval of following business by Postal Ballot, including e-voting:

Item Type of Resolution Particulars No.

Speqal Resolution UnderSections 42and 71of theCompanies Act, 2013 for issue of Unsecured Redeemable Non-<:onvertible Debentures (NCO's) on private placement basis, upto an amountof Rs. 100 Crores (Rupees One Hundred Croresonly) inone ormore tranches. r

E-voting: The Company is providing facility to exercisethe right to vote by electronic meansto the Shareholders and.the businessset out in the notice of Postal Ballot maybetransactedthrough service providedby the Central Depository Services(India) Umited. The details pursuant to the provisions of the Companies Act, 2013 and the Rules are given hereunder:

1. Dateof completionof dispatch notice: Frlday, June8, 2018

2. Date of completion of dispatch notice through e-mail: Friday, June8, 2018

3. Date and time of commencement of e-voting/physical ballot: From09:00a.m.' (IST) onFriday,June!3, 2018

4. Dateand time of end of e-voting: Upto 5.00 p.rn, (1ST)on Saturday, July 7, 2018.The e-voting module shall be disabled by Scrutinizer for voting thereafter.

5. Dateandtimeof endof physical ballot voting: Upto 5:00 p.m.(IST) on Saturday, July 7, 2018. Any Ballot Form received after the said date shallbetreated as if the reply from the Member hasnot been received.

6. The noticeof the Postal Ballotalongwith the Fomn andInstructions for 'e-vot lnq are also available on the website of CDSL: https:// www.evotingindia.com and on the website of the Company www.nrbbearings.com. Shareholders who do not receive the notice may download It from abovementioned websiteor mayrequestfor the copy of the same in writing to Company Secretary by mail id at sc.rangani@nrb.co.in.

7. For any grievances/queries/clarifications relating to voting by Postal Ballotor by electronic means, Sharehc;>ld rs e request,ed to contact

r. S. . ng~ n (EXecutive i mpaoy Seer 1)').

By order of tt1eBoard DIrectors For NRB Bearings Limited

~. / ­

Dated : June 8, 2018 (S C Rangani) Place : Mumbai Executi ve Director So Company Secretary

. '--£JL.I..iL'lbll TRUE COpy

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