Rushabh Precision Bearings Ltd Management Discussions

(Under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015)

Rushabh Precision Bearings Limited has been engaged in the manufacturing and dealing of high-quality bearings of various sizes since its incorporation on August 21, 1989, under the provisions of the Companies Act, 1956. The Company bears Corporate Identity Number (CIN) L99999MH1989PTC053093.

Pursuant to the restructuring of its share capital in accordance with the approved Resolution Plan, the Company has submitted applications to BSE Limited and the National Stock Exchange of India Limited ("NSE") for listing approval in respect of the equity shares allotted pursuant to the approved Resolution Plan. The Company has also submitted applications to the said stock exchanges for revocation of the suspension of trading and recommencement of trading in its equity shares, both of which remain under process.

The equity shares allotted pursuant to the approved Resolution Plan are yet to be credited to the respective demat accounts of the allottees, pending allotment of a new ISIN. The Company has been advised by NSDL and CDSL that the requisite in-principle approval for listing of the new equity shares must first be obtained from BSE Limited and NSE, prior to activation/allotment of the new ISIN and consequent credit of shares to the respective demat accounts.

1. INDUSTRY STRUCTURE AND DEVELOPMENTS: ? Indias Economy and Industry Overview:

The Indian economy demonstrated strong resilience during FY 2025-26, with real GDP growth estimated at 7.7% as per the Provisional Estimates released by the Ministry of Statistics and Programme Implementation (MoSPI), supported by robust domestic consumption, investment, manufacturing, and infrastructure activity. The Governments continued focus on capital expenditure, infrastructure development, Make in India, and Atmanirbhar Bharat has further strengthened the countrys growth prospects.

The Indian bearing industry remains an important component of key sectors such as automotive, railways, defence, manufacturing, construction, and heavy engineering. Growing industrial activity, railway modernisation, infrastructure development, automotive production, and increasing localisation are expected to drive demand for high-precision bearings.

With Indias expanding manufacturing base, cost competitiveness, skilled workforce, and strong supply-chain ecosystem, the outlook for the bearing industry remains positive, offering opportunities for sustainable growth in the coming years.

Incorporated in 1989 under the Companies Act, 1956, Rushabh Precision Bearings Ltd. (RPBL) has emerged as a trusted manufacturer of high-quality precision bearings, marketed under the brand "SRS Bearing". Over the past three decades, RPBL has strengthened its position as an ISO 9001-certified manufacturer, with approvals from leading agencies such as: i. Ministry of Defence (MoD) ii. Central Institute of Road Transport (CIRT), Pune iii. RDSO under the Ministry of Railways

The companys state-of-the-art facility at Wadhwan City, Gujarat boasts an installed capacity of 4.8 million bearings annually, catering to 275+ varieties of ball, roller, and taper bearings. RPBL continues to contribute significantly to regional employment while maintaining high standards of quality, reliability, and precision engineering.

2. OPPORTUNITIES AND THREATS:

The Honble National Company Law Tribunal, Mumbai Bench, vide its Order dated October 20, 2023 (IA No. 1745 of 2023), approved the Resolution Plan of Real Industries Limited (Formerly known as Real Mazon India Limited), pursuant to which the Companys existing share capital was cancelled and 90,00,000 equity shares were allotted on April 15, 2024. April 14, 2025 was fixed as the Record Date for the capital restructuring, in accordance with stock exchange guidance. A new ISIN is required in respect of the fresh allotment to enable filing of the relisting application; however, the depositories have sought in-principle approval from the stock exchanges, which is granted only upon processing of the relisting application, resulting in an interdependency that has, for the present, constrained further progress. Consequently, trading in the Companys equity shares remains suspended on the stock exchanges, and the Company continues to pursue the process of relisting its shares.

In furtherance thereof, the Company has filed applications before National Stock Exchange of India Limited and BSE Limited for recommencement of trading of its equity shares, along with a Preferential Listing Application in respect of equity shares allotted on a preferential basis pursuant to the Resolution Plan, both of which are presently under process with the respective stock exchange(s). Upon receipt of the requisite approvals, the Company shall proceed with generation of a fresh/updated ISIN reflecting the revised equity share capital of the Company, consequent to implementation of the Resolution Plan.

The Indian bearings industry is positioned at a pivotal stage of growth, driven by strong demand across the automotive, industrial, and infrastructure sectors. Government initiatives promoting domestic manufacturing, along with increasing adoption of advanced technologies, present significant opportunities for innovation and expansion.

Robust Market Growth: Indian bearings market is set for fast expansion, driven by automotive, automation, infrastructure, and export demand.

Government Support: "Make in India" and localization policies favor domestic manufacturers through incentives and approvals.

Export Potential: Indian bearing makers are gaining global market share thanks to quality standards and cost competitiveness.

The Companys equity shares remain suspended from trading on the stock exchanges pending relisting approval; a new ISIN is required for the shares allotted pursuant to the Resolution Plan, and the process remains constrained by the interdependency between ISIN generation and stock exchange in-principle approval. Continued delay in relisting may affect shareholder liquidity and the Companys ability to access capital markets in the near term. Additionally, raw material price fluctuations and intense competition within the bearings industry require sustained strategic focus to preserve competitive advantage.

3. SEGMENT-WISE/ PRODUCT-WISE PERFORMANCE:

Rushabh Precision Bearings Limited primarily manufactures and markets high-quality precision bearings under the brand name "SRS Bearing." The Companys product portfolio is focused on the following key segments: ? Ball Bearings: Used extensively across the automotive, railway, and industrial machinery sectors, ball bearings form a significant part of RPBLs production, offering smooth rotation and reliability for high-speed applications.

? Roller Bearings: Critical for heavy-duty applications, roller bearings are used across railways, defence, and heavy manufacturing. RPBL manufactures cylindrical, spherical, and needle roller bearings, catering to diverse load and speed requirements.

? Taper Bearings: Widely used in automobile and railway axles, taper bearings are designed for combined radial and axial load-bearing capacity, complementing RPBLs automotive and railway client base.

? Specialized Bearings: The Company also caters to niche and special-purpose bearing requirements, often customised for defence PSUs and railways, and approved by agencies such as the Ministry of Defence, RDSO, and CIRT, Pune. The product-wise contribution remains balanced, with the automotive and railway sectors serving as the predominant revenue drivers, supported by growing demand from defence PSUs and industrial machinery manufacturers. This segment mix aligns with RPBLs strategic focus on quality and technological innovation - including CNC machining, super-finishing, and in-house heat treatment - as well as approvals from prestigious government organisations, which continue to strengthen its market presence and growth prospects.

4. FUTURE OUTLOOK:

The Company has made the requisite applications to BSE Limited and National Stock Exchange of India Limited (NSE) for obtaining the in-principle approval for listing of the new equity shares. The Company is pursuing the necessary regulatory and procedural formalities in this regard.

Upon receipt of the requisite approvals, the Company expects to proceed with the allotment/activation of the new ISIN and facilitate the credit of the equity shares to the respective demat accounts of the eligible shareholders. The Company remains committed to completing the relisting and related regulatory processes in accordance with the applicable regulatory requirements. However, ? Growth Projections: The Indian ball and roller bearing market is expected to keep growing at a CAGR of 6-8% over the next five years, reaching a market size of $3-3.2 billion by 2028.

? Key Growth Drivers: Make in India Initiative: Government policies promoting domestic manufacturing and reducing import dependency.

? Electric Vehicles (EVs): The shift toward EVs will drive demand for specialized bearings.

? Infrastructure Development: Increased investments in railways, metro projects, and renewable energy will boost demand.

? Technological Advancements: Adoption of smart bearings with IoT integration for predictive maintenance.

5. RISK AND CONCERNS:

The Indian bearings industry faces rising input costs, increasing global competition, and fast-evolving technological demands. While challenges such as raw material price volatility and import pressure persist, government support through localisation policies presents mitigating opportunities.

? Raw Material Volatility: Persistent fluctuations in steel and alloy prices, coupled with global supply chain disruptions, may increase production costs.

? Import Competition: Domestic players face competition from low-cost imports, particularly from China, though localisation policies provide some competitive advantage.

? Technological Demands: Rising expectations for precision-engineered products necessitate continuous investment in R&D and advanced manufacturing capabilities.

? Regulatory and Listing Risk: The Companys equity shares remain suspended from trading, with relisting contingent on stock exchange and depository approvals presently under process, as more fully described elsewhere in this Report.

? Financial and Governance Risk: The Company continues to strengthen its internal financial controls and compliance infrastructure following its transition from CIRP, as further described in the Directors Report.

? Innovation and R&D: Continued focus on developing high-precision, application-specific bearings to meet global standards.

? Capacity Building: Strengthening manufacturing infrastructure to cater to growing domestic consumption and export potential.

? Sustainability: Integration of eco-friendly practices to align with environmental norms and enhance long-term competitiveness.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

8. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS

This report on Management Discussion and Analysis includes forward-looking statements, which are predictions, expectations, projections, or estimates about the Companys objectives. These statements are based on certain assumptions and expectations of future events. However, actual results may differ from these statements due to various factors such as changes in government regulations, tax laws and other statutes. Additionally, unforeseen events such as force majeure could affect the actual result. It is important for readers to understand the context in which these statements are made and that they may not reflect future outcomes accurately.