On January 20, 2025, the Board of Directors of NRB Industrial Bearings Limited (NIBL) approved the execution of an Inter-Company Agreement with NRB Bearings Limited (NRB), a related party. This decision aligns with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is subject to shareholder approval.

The agreement, executed on January 20, 2025, encompasses key transactions and obligations, including:

1. Release of Rights to Mumbai Property
   The agreement involves NIBL relinquishing its rights to use the Dhannur Office, located on the 2nd and 3rd floors of 15 Sir P.M. Road, Fort, Mumbai - 400001. This release is contingent upon:

   • Shareholder approval.
   • Payment of ₹55.12 crores by NRB Bearings to NIBL as consideration.

2. Intellectual Property (IP) Governance
   The agreement regulates the use of intellectual property between the companies. Upon a change of control of NIBL, rights to use trademarks like “NRB Industrial” will revert to NRB Bearings, ensuring alignment with trademark ownership protocols.

3. Non-Solicitation Clause
   Both parties have agreed to mutual non-solicitation provisions, prohibiting solicitation of each other’s employees, ensuring operational independence and protection of workforce resources.

Significance of the Agreement

This inter-company agreement is a related party transaction, compliant with arm's length principles, as mandated by SEBI regulations. It underscores transparency and adherence to corporate governance norms, benefiting shareholders and the business ecosystem.

Key Details:

• Consideration: ₹55.12 crores.
• Terms: Approval by shareholders and fulfillment of specified conditions.
• Change of Control: Impact on IP rights usage.

This agreement is a pivotal step in aligning the operations and legal frameworks of both companies within the NRB Group, providing clarity on property rights, IP usage, and workforce management.

For investors and stakeholders, this disclosure reinforces the commitment of both entities to corporate governance and regulatory compliance.

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