NRB Industrial Bearings Ltd Auditor Reports

To the Members of NRB Industrial Bearings Limited Report on the Audit of the Standalone Ind AS nancial statements Opinion

We have audited the accompanying standalone Ind AS nancial statements of NRB Industrial Bearings Limited ("the Company"), which comprise the Balance sheet as at March 31, 2024, the Statement of Pro t and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Ind AS nancial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS nancial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its loss including other comprehensive income, its cash ows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS nancial statements in accordance with the Standards on Auditing (SAs), as speci ed under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Ind AS nancial statements section of our report. We are independent of the Company in accordance with the ‘Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the nancial statements under the provisions of the Act and the Rules thereunder, and we have ful lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS nancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the standalone Ind AS nancial statements for the nancial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone Ind AS nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have ful lled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Ind AS nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS nancial statements.

Key Audit Matter	Auditors Response
Inventory Provision for slow and non-moving inventory of work in progress and nished goods (as described in Note 10 and Note 2 (L) of the Standalone Ind AS nancial statements)	Our procedures included the following:
The Company is in the business of manufacturing industrial bearings and has inventory balance amounting to INR 2,584.99 lakhs as at March 31, 2024 as disclosed in Note 10 to the standalone nancial statements.	We read the Companys accounting policy for provisioning for obsolete and slow-moving/non-moving inventories;
The Company has certain non-moving and slow-moving work in progress and nished goods inventory as at March 31, 2024, lying at its factory. Management applies judgement in determining the provision for such slow and non-moving nished goods inventory based upon its detailed analysis of old inventory using the ageing report of such inventory, net realizable value, its physical condition, future use and sales projections for the said inventory. The determination of saleability of such slow/ non-moving inventory requires management to rely on certain assumptions and signi cant judgement. Accordingly, the assessment of the provision for slow and non-moving inventory has been considered as a key audit matter. Refer Note 2(L) and 10 of the standalone nancial statements for the above matter.	We evaluated the design and tested the implementation of internal controls including operating effectiveness of such internal controls on the judgement exercised by the management for provisions made and underlying data, assumptions used and records maintained for determination of saleability of slow moving and non- moving nished goods including reasonableness of sales projections;
	We performed audit procedures such as testing the inventory ageing report, testing the reasonableness of sales projections considered for future liquidation of the slow-moving inventory and the realizable value of such inventories based on historical sales data, orders in hand etc. We also tested the appropriateness of the net realizable value considered by management for the slow and non-moving inventory by comparing the inventory value with the subsequent sales prices of the nished goods/recently realized prices;
	We observed the inventory count performed by management as at the year-end on a sample basis and assessed the physical condition of the inventories segregated as slow moving/non-moving and compared the same with the inventory listing to check completeness;
	We assessed that the disclosures for slow and non- moving inventory are appropriate in accordance with the Ind AS and Schedule III of the Act.
Investments Recoverability of Non-Current Investment in associates (as described in Note 7 and Note 2 (P) of the Ind AS standalone nancial statement)
As at March 31, 2024, the carrying values of Companys investment in associate entities amounted to Rs. 525.00 lakhs. The Company performs an annual impairment assessment by comparing the carrying value of such investments to their recoverable amounts in order to determine whether any impairment provision is required.	Our procedures included the following:
For the purpose of such impairment assessment, management determines the value in use by using discounted forecasted cash ows of the associates and considering the inherent nature of these calculations being subject to uncertainty and judgement, the assessment of impairment of investments in associates was determined to be a key audit matter in our audit of the standalone nancial statements.	We read the accounting policies with respect to valuation of investment and its impairment assessment;
	We evaluated the design and implementation and tested the operating effectiveness of controls over the Companys process of impairment assessment and approval of forecasts;
	We assessed the Companys valuation methodology applied in determining the recoverable amount. We assessed the assumptions around the key drivers of the cash ow forecasts including projected sales value and margins, discount rates, expected growth rates and terminal growth rates used and also applied sensitivity tests to the discounted cash ows and key assumptions to determine the headroom available;
	We evaluated the objectivity and independence of the internal experts and assessed their competence;
	We involved our internal experts to assess the reasonableness of assumptions used in valuation of investments;
	We tested the arithmetical accuracy of the models;
	We assessed that the disclosures are appropriate in accordance with the Ind AS and Schedule III of the Act.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone Ind AS nancial statements and our auditors report thereon.

Our opinion on the standalone Ind AS nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS nancial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the standalone Ind AS nancial statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone Ind AS nancial statements that give a true and fair view of the nancial position, nancial performance including other comprehensive income, cash ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) speci ed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS nancial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys nancial reporting process.

Auditors Responsibilities for the Audit of the standalone Ind AS nancial statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to in uence the economic decisions of users taken on the basis of these standalone Ind AS nancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal nancial controls with reference to nancial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signi cant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone Ind AS nancial statements, including the disclosures, and whether the standalone Ind AS nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi cant audit ndings, including any signi cant de ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most signi cance in the audit of the standalone Ind AS nancial statements for the nancial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene ts of such communication.

Other Information

The nancial statements of the Company for the year ended March 31, 2023, included in these Ind AS nancial statements, have been audited by the predecessor auditor who expressed an unmodi ed opinion on those statements on May 25, 2023.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure 1" a statement on the matters speci ed in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph (i)(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Pro t and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Ind AS nancial statements comply with the Accounting Standards speci ed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modi cation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g);

(g) With respect to the adequacy of the internal nancial controls with reference to these Standalone Ind AS nancial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its nancial position in its Standalone Ind AS

nancial statements Refer Note 33 to the Standalone Ind AS nancial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. a) The management has represented that, to the best of its knowledge and belief as disclosed in the Note 43 (v) to the standalone Ind AS nancial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries;

b) The management has represented that, to the best of its knowledge and belief as disclosed in the Note 43 (vi) to the standalone Ind AS nancial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed nal dividend for the year;

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes, if any, made using privileged/ administrative access rights, as described in Note 43 (xi) to the standalone nancial statements. Audit trail for deletion of logs performed by users having such access has not been maintained by the Company. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with, in respect of an accounting software where the audit trail has been enabled.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Aruna Kumaraswamy

Partner

Membership Number: 219350 UDIN: 24219350BKCSVD3754 Place of Signature: Mumbai Date: May 21, 2024

ANNEXURE ‘1 REFERRED TO IN PARAGRAPH UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re: NRB Industrial Bearings Limited ("the Company")

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

( i) (a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) Property, Plant and Equipment have been physically veri ed by the management during the year and no material discrepancies were identi ed on such veri cation.

(c) There is no immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), held by the Company and accordingly, the requirement to report on clause 3(i)(c) of the Order is not applicable to the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2024.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has been physically veri ed by the management during the year except for inventories lying with third parties. In our opinion, the frequency of veri cation by the management is reasonable and the coverage and procedure for such veri cation is appropriate. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed on such physical veri cation. Inventories lying with third parties have been con rmed by them as at March 31, 2024 and no material discrepancies were noticed in respect of such con rmations.

(b) As disclosed in Note 12 to the nancial statements, the Company has been sanctioned working capital limits in excess of Rs. ve crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the nancial statements, the quarterly returns / statements led by the Company with such banks are in agreement with the books of accounts of the Company. The Company does not have sanctioned working capital limits in excess of Rs. ve crores in aggregate from nancial institutions during the year on the basis of security of current assets of the Company.

(iii) (a) During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, rms, Limited Liability Partnerships or any other parties. Further, during the year the Company has stood guarantee to Companies as follows:

Particulars	Amount (INR in lakhs)
Aggregate amount of guarantee provided during the year
- Associates	-
Balance outstanding as at balance sheet date in respect of above cases
- Associates	675.00

(b) During the year the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, rms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companies, rms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c), (d), (e) and (f) of the Order is not applicable to the Company.

(iv) There are no loans, security and investments in respect of which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable. Further, the guarantees provided in respect of which provisions of Section 186 of the Companies Act, 2013 are applicable have been complied by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, related to the manufactured products, and are of the opinion that prima facie, the speci ed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) The dues of excise duty which have not been deposited on account of any dispute, are as follows.

Name of Statute	Nature of Dues	Forum where case is pending	Period to which the Amount Relates	Amount (INR in Lakhs)*
Central Excise Act	Assessment Dues	Commissioner (Appeals)- Central Excise	FY 2014-15 to FY 2017-18	193.38

* Net of amounts paid under protest.

Further, there are no dues of goods and services tax, provident fund, employees state insurance, income-tax, custom duty, cess, and other statutory dues which have not been deposited on account of any dispute.

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or nancial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the nancial statements of the Company, the Company has used funds raised on short-term basis aggregating to Rs. 3,496.71 lakhs for long-term purposes representing accumulated losses of the earlier periods.

(e) On an overall examination of the nancial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its associates.

(f) The Company has not raised loans during the year on the pledge of securities held in its associate companies. Hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been led by cost auditor or by secretarial auditor or by us in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a)(b)(c) of the Order are not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the nancial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as de ned in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has incurred cash losses amounting to Rs. 1,775.73 lakhs in the current year and amounting to Rs. 432.79 lakhs in the immediately preceding nancial year respectively.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the nancial ratios disclosed in Note 42 to the nancial statements, ageing and expected dates of realization of nancial assets and payment of nancial liabilities, other information accompanying the nancial statements, our knowledge of the plans of Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) The provisions of Section 135 to the Companies Act, 2013 in relation to Corporate Social Responsibility is not applicable to the Company. Accordingly, the requirement to report on clause 3(xx)(a) and (b) of the Order is not applicable to the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Aruna Kumaraswamy

Partner

Membership Number: 219350 UDIN: 24219350BKCSVD3754 Place: Mumbai Date: May 21, 2024

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF NRB INDUSTRIAL BEARINGS LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal nancial controls with reference to standalone Ind AS nancial statements of NRB Industrial Bearings Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone Ind AS nancial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal nancial controls based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal nancial controls with reference to these standalone Ind AS nancial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, as speci ed under section 143(10) of the Act, to the extent applicable to an audit of internal nancial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls with reference to these Standalone Ind AS nancial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls with reference to these standalone Ind AS nancial statements and their operating effectiveness. Our audit of internal nancial controls with reference to Standalone Ind AS nancial statements included obtaining an understanding of internal nancial controls with reference to these standalone Ind AS nancial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls with reference to these standalone Ind AS nancial statements.

Meaning of Internal Financial Controls With Reference to these standalone Ind AS nancial statements

A Companys internal nancial controls with reference to standalone Ind AS nancial statements is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal nancial controls with reference to standalone Ind AS nancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the nancial statements.

Inherent Limitations of Internal Financial Controls With Reference to standalone Ind AS nancial statements

Because of the inherent limitations of internal nancial controls with reference to nancial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls with reference to nancial statements to future periods are subject to the risk that the internal nancial control with reference to standalone Ind AS nancial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal nancial controls with reference to standalone Ind AS nancial statements and such internal nancial controls with reference to Standalone Ind AS nancial statements were operating effectively as at March 31, 2024, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Aruna Kumaraswamy

Partner

Membership Number: 219350

UDIN: 24219350BKCSVD3754

Place of Signature: Mumbai

Date: May 21, 2024