Trilochan Singh Sahney Trust 1 Files Share Pledge Disclosure for NRB Bearings

Trilochan Singh Sahney Trust 1 has filed a comprehensive regulatory disclosure regarding pledge and release of equity shares in NRB Bearings Limited under Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was signed by trustee Harshbeena Zaveri on April 8, 2026.

Transaction Overview

The trust executed both pledge and release transactions involving NRB Bearings shares between March 27, 2026 and April 7, 2026 through off-market operations to optimize borrowing costs.

Transaction Type: Number of Shares Percentage of Total Equity Shares Pledged: 30,05,000 3.10% Shares Released: (18,96,675) (1.96%) Net Change: 11,08,325 1.14%

Holdings Position

The trust's encumbered shareholding position shows a significant change following these transactions, with the total encumbered stake increasing to 5.04% of the company's equity capital.

Position: Before Transaction After Transaction Encumbered Shares: 37,80,123 (3.90%) 48,88,448 (5.04%) Total Holding: 67,85,123 7.00% Voting Rights: - -

Promoter Group Encumbrance Details

The disclosure reveals comprehensive details about promoter group encumbrances, with Harshbeena Sahney Zaveri also participating in similar transactions during the same period.

Promoter: Total Holding Post-Event Encumbered Shares Encumbrance % Harshbeena Sahney Zaveri: 4,02,07,885 (41.48%) 3,17,91,261 (32.80%) 32.80% Trilochan Singh Sahney Trust 1: 67,85,123 (7.00%) 48,88,448 (5.04%) 5.04% Total Promoter Group: 4,96,25,042 (51.20%) 3,66,79,709 (37.84%) 37.84%

Financial Restructuring Strategy

The transactions were undertaken to optimize borrowing costs, with promoters pre-paying part of loans to Tata Capital Limited and replacing them with Aditya Birla Capital Limited loans. The total amount involved against encumbered shares is ₹275.65 crore, with a security cover ratio of 3.19:1 based on share value of ₹878.04 crore.

Company Information

NRB Bearings Limited maintains its equity share capital at 969.23 lakh shares of ₹2 each, with shares listed on both National Stock Exchange of India Limited and BSE Limited. The encumbered shares represent 73.91% of total promoter shareholding and exceed 20% of the company's total share capital.

Regulatory Compliance

Trilochan Singh Sahney Trust 1 is classified as belonging to the promoter group of NRB Bearings Limited, with Mrs. Harshbeena Sahney Zaveri identified as a Person Acting in Concert. The trust has fulfilled its regulatory obligation by filing the required disclosure within the stipulated timeframe under SEBI takeover regulations, with the overall effect being a strategic adjustment in encumbered positions while reducing overall promoter pledge levels.

NRB Bearings Limited has received a comprehensive disclosure from promoter Harshbeena Sahney Zaveri regarding modifications to her pledged shareholdings. The disclosure, filed on April 8, 2026, was made pursuant to Regulation 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, covering pledge and release transactions executed between March 27, 2026 and April 7, 2026.

Share Pledge Restructuring Details

The promoter undertook significant modifications to optimize borrowing costs by prepaying part of loans to Tata Capital Limited (TCL) with Aditya Birla Capital Limited (ABCL) loans. This resulted in TCL releasing part of the pledged shares which were then repledged to ABCL, achieving an overall reduction in promoter pledge.

Transaction Type: Number of Shares Percentage Shares Released: 17,613,043 18.17% Shares Pledged: 16,484,427 17.01% Net Reduction: 1,128,616 1.16%

Current Shareholding Position

Following these transactions, Harshbeena Sahney Zaveri maintains her substantial equity position while reducing her encumbered holdings. The promoter's total shareholding represents over 40% of the company's share capital.

Parameter: Details Total Shares Held: 40,207,885 Shareholding Percentage: 41.48% Post-Event Encumbered Shares: 31,791,261 Encumbered Percentage: 32.80%

Additional Promoter Group Activity

Trilochan Singh Sahney Trust – 1, identified as a Person Acting in Concert (PAC), also participated in similar pledge restructuring activities during the same period. The trust released 1,896,675 shares while pledging 3,005,000 shares to ABCL, resulting in post-event encumbered holdings of 4,888,448 shares.

Trust Activity: Details Shares Released: 1,896,675 (1.96%) Shares Pledged: 3,005,000 (3.10%) Total Holding: 6,785,123 (7.00%) Post-Event Encumbered: 4,888,448 (5.04%)

Security Cover and Financial Details

The total value of encumbered shares held by both promoters as of April 7, 2026 was approximately Rs. 878.04 crore, calculated using the weighted average price of Rs. 239.38. The total amount involved against which the shares have been encumbered is Rs. 275.65 crore, providing a security cover ratio of 3.19:1.

Financial Metrics: Amount Total Encumbered Share Value: Rs. 878.04 crore Total Loan Amount: Rs. 275.65 crore Security Cover Ratio: 3.19:1 Weighted Average Price: Rs. 239.38

Regulatory Compliance

The disclosure was submitted to both BSE Limited and National Stock Exchange of India Limited, where NRB Bearings shares are listed. The company maintains its registered office at Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001, with total equity share capital of 96,922,600 equity shares of Rs. 2/- each. The encumbered shares represent 73.91% of total promoter shareholding and exceed 20% of the company's total share capital, triggering mandatory disclosure requirements under SEBI regulations.

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