NDR Auto Components Ltd Directors Report

Your directors take pleasure in presenting the 7th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2026.

STANDALONE FINANCIAL SUMMARY Rupees in Lakhs

Particulars	2025-2026	2024-2025
Revenue from Operations	82,253.80	71,277.91
Other Income	486.46	576.17
Profit before Financial Cost, Depreciation & Exceptional Items	9,566.44	7,908.55
Less: Finance Costs	326.96	323.47
Profit before Depreciation, Exceptional Items & Taxation	9,239.48	7,585.08
Less:
A) Depreciation	2,105.45	1,611.57
B) Exceptional Items	64.75	-
C) Provision for Taxation
- Current Tax	1,749.17	1,469.32
- Deferred Tax	15.17	(4.19)
Net Profit after Tax	5,304.94	4,508.38
Add: Other Comprehensive Income, Net of Taxes	6.38	(4.32)
Total Comprehensive Income for the year	5,311.32	4,504.06
Balance Carried Forward to Balance Sheet	5,311.32	4,504.06

COMPANY AFFAIRS AND PERFORMANCE

The Company operates in the auto components industry and is engaged in production and manufacturing of seat frames and trims for four-wheeler and two-wheeler vehicles and other accessories relating to car seats.

The Board of Directors of the Company, at its meeting held on February 11,2025, approved the setting up of a manufacturing facility for the project of seat insert fabric for four-wheelers. For undertaking this project, the Company incorporated a wholly owned subsidiary (WOS) in the name of NDR Auto Components Safety Systems Private Limited, vide Certificate of Incorporation dated May 13, 2025, issued by the Registrar of Companies, Central Registration Centre.

Further, Board of Directors of the Company at their meeting held on May 09, 2025, approved forming an 50:50 JV company with Hayashi Telempu Corporation, Japan namely NDR Hayashi Automotive India Private Limited for undertaking manufacturing of auto components mainly NVH Parts, Ambient Lighting, Tonneau Cover & Rear Shade.

Further, Board of Directors of the Company at their meeting held on August 11,2025, approved setting up of a manufacturing facility for frame structures, Seat Covers (Trims), and other plastic/metal/polyurethane-based automotive components and for undertaking that project Company formed a wholly owned subsidiary Company namely NDR Auto Components South Private Limited.

Also, during the year under review, Company entered into Space/Sub-License Agreement with Aria Hotels and Consultancy Services Private Limited for commercial office space for 7500 Square feet of super built area at Aria Signature Office, JW Marriott Hotel, Aerocity for a total consideration of approximately Rs. 11.25 crores.

FINANCIAL HIGHLIGHTS AND OPERATIONS Standalone Performance

Your Companys revenue from operations and other income during the financial year under review was Rs.82,740.26 Lakhs as compared to Rs. 71,854.08 Lakhs in previous year showing an increase of 15.15%. The Net Profit after Tax (PAT) was Rs. 5,304.94 Lakhs as compared to Rs. 4,508.38 Lakhs in previous year showing an increase of 17.67% on Standalone basis.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Subsidiaries, Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which are subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (the Act) are provided as an annexure (Form AOC-1) to the consolidated financial statements.

DIVIDEND

Your directors are pleased to recommend for the approval of the shareholders at the ensuing Annual General Meeting, a dividend of 40 % (Rs. 4 /- per equity share) amounting to Rs. 951.41 lakhs for the financial year ended 31.03.2026.

TRANSFER TO RESERVE

During F.Y. 2025-26, the Company has not transferred any amount to General Reserves.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review no shares were required to be credited to the Investor Education & Protection Fund (IEPF) Authority.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2025-26 the Company has not changed the nature of its business.

MATERIAL CHANGES & COMMITMENTS

In pursuance to section 134(3)(l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

SHARE CAPITAL

During the financial year 2025-26, there was no change in the Authorised Share Capital of the Company. As on 31.03.2026 Authorized Share Capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crore), divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

In order to streamline the succession and welfare of the family members of Promoters and their lineal descendants, during the year under review, Promoter and Promoter Group of NDR Auto Components Limited transferred 1,73,95,361 (73.13%) Equity Shares of Rs.10/- each by way of gift to Rohit Relan Family Trust on September 26, 2025. Pursuant to SEBI Exemption order dated August 13, 2025, Rohit Relan Family Trust was granted exemption from complying with the requirements of sub-regulation (1) of regulation 3 and regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This transfer did not affect or prejudice the interests of the public shareholders of the Target Company in any manner. The preacquisition and post-acquisition shareholding of the promoters and promoter group in the Target Company remained the same in substance.

MATERIAL ORDERS

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year, there was no guarantee given or issued, or securities provided by your Company in terms of section 186 of the Companies Act, 2013 read with the rules issued thereunder. However, Company made investment in the equity shares of Subsidiary Companies namely NDR Auto Components Safety Systems Private Limited and NDR Auto Components South Private Limited and Joint Venture Company namely NDR Hayashi Automotive India Private Limited. Further details in this regard are given in AOC-1 forming part of this report and Note no. 7 of financial statements of the Company.

WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR), 2015, all necessary information as required to be given to the shareholders/ stakeholders, is available at www.ndrauto.com. Shareholders/ stakeholders are requested to refer to investor section.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the year under review were on arms length basis and in the ordinary course of business and the provisions of Section 188(1) of the Act and the Rules made thereunder were not applicable.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2 is annexed to the Board Report as Annexure-I.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys weblink at https://ndrauto.com/wp- content/uploads/2025/03/Policv-on-Related-Partv-Transaction.pdf

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2026, your Company has 2 (two) wholly owned subsidiary Companies namely NDR Auto Components Safety Systems Private Limited and NDR Auto Components South Private Limited, 3 (Three) Joint Venture Companies namely NDR Hayashi Automotive India Private Limited, Toyota Boshoku Relan India Private Limited and Toyo Sharda India Private Limited and 1 (One) Associate Company namely Bharat Seats Limited.

NDR Auto Components Safety Systems Private Limited and NDR Auto Components South Private Limited, two new subsidiaries were incorporated during the year on 13th May 2025 and on 7th November 2025, respectively. Also during the year a new Joint Venture Company namely NDR Hayashi Automotive India Private Limited was incorporated on 10th October 2025.

Information about the Financial Performance / Highlights of performance of the Subsidiaries/ Associate/ Joint Ventures:

Bharat Seats Limited

Your Company owns 28.66% stake in Bharat Seats Limited, which carries on the business of manufacturing Car Seats Assemblies, Carpet Sets for Automobiles and Motorcycle seats. The Company posted a profit after tax of Rs. 4,223.12 Lakhs during the financial year 2025-2026.

Toyo Sharda India Private Limited

Your Company owns 50% stake in Toyo Sharda India Private Limited, which carries on the business of manufacturing of Car Seat Lifter & Recliner. The Company posted a profit after tax of Rs. 25.07 Lakhs during the financial year 2025-2026.

Toyota Boshoku Relan India Private Limited

Your Company owns 50% stake in Toyota Boshoku Relan India Private Limited, which had no operations during the financial year 20252026 and incurred loss of Rs. 1.06 Lakhs.

NDR Hayashi Automotive India Private Limited

Your Company owns 50% stake in NDR Hayashi Automotive India Private Limited, which had no operations during the financial year 2025-2026 and incurred loss of Rs. 1.95 Lakhs.

NDR Auto Components Safety Systems Private Limited

Your Company owns 100% stake in NDR Auto Components Safety Systems Private Limited, which had no operations during the financial year 2025-2026 and incurred loss of Rs. 11.09 Lakhs.

NDR Auto Components South Private Limited

Your Company owns 100% stake in NDR Auto Components South Private Limited, which had no operations during the financial year 2025-2026 and incurred loss of Rs. 3.88 Lakhs.

The financial performances of the Subsidiaries, Associate and Joint Venture Companies are disclosed in the financial statements forming part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the Subsidiaries/joint ventures/ associate companies is provided as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section

134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-III , forming part of this Report.

BOARD ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015, performance evaluation was carried out of the Board, its Committees and individual Directors, including the Chairman of the Board.

Nomination & Remuneration Committee reviewed the evaluation criteria for the Board, its Committees, Executive and non-executive Directors and Chairman of the Company, considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

A meeting of the independent directors was held, which reviewed the performance of the Board (as a whole), Committees of the Board, the non-independent directors and the Chairman.

The evaluation of Independent Directors was carried out by the Board.

This exercise was carried out through a structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors, including Boards Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Your Companys Board comprises of an optimum blend of Executive and Non-Executive Directors. The Chairman of the Board is a Non-Executive Director. As on the date of this report, the Board of Directors consists of nine (9) Directors consisting of three (3) WholeTime Directors and six (6) Non-executive Directors, out of which three (3) are Independent Women Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate

NDR AUTO COMPONENTS LIMITED

management, strategy, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Retirement by Rotation

Mr. Ayush Relan (DIN: 07716326) and Mr. Rajat Bhandari (DIN: 02154950) are liable to retire by rotation. The Board recommends their re- appointment to the shareholders.

Further, all the Directors of the Company have given declaration that they are / were not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any order passed by the Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meet/ fulfill the criteria / conditions of Independence as prescribed under the Companies Act, 2013 and are Independent of the Management of the Company.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees paid to them for the purpose of attending meetings of the Board and/ or its Committees.

KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, there were no changes in KMPs, except that Mr. Vikram Krishan Rathi was appointed as Chief Financial Officer w.e.f., 1st April 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149 (6) of the Act and Regulation 16(1) (b) of the listing regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence and also registered under Independent Directors Database of Indian Institute of Corporate Affairs.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 been included in this Annual Report as a separate section, along with the certificate of Mr. R S Bhatia, Company Secretary in Practice.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has neither accepted any deposits nor any deposit is outstanding under Chapter V of the Companies Act, 2013 during the year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 financial information. The Audit Committee evaluates the internal financial control system periodically.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the financial year. For further details, please refer to the Report on Corporate Governance given separately in the Annual Report.

COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE

As on March 31,2026, the Audit Committee comprises of four Non-executive Directors, the composition is specified below:

Sr. No.	Name of Member	Designation	Remarks
1.	Ms. Shyamla Khera	Chairperson	Independent Director
2.	Mr. Rohit Relan	Member	Non-Executive Director - Promoter
3.	Ms. Vanita Chhabra	Member	Independent Director
4.	Ms. Deepa Gopalan Wadhwa	Member	Independent Director

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report. The Power and Role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

B) Stakeholders Relationship Committee

As on March 31,2026, the constitution of the Stakeholders Relationship committee was as under:

Sr. No.	Name of Member	Designation	Remarks
1.	Mr. Sanjiv Kapur	Chairperson	Non-Executive Director
2.	Ms. Shyamla Khera	Member	Independent Director
3.	Mr. Rishabh Relan	Member	Non- Executive Director - Promoter
4.	Ms. Deepa Gopalan Wadhwa	Member	Independent Director

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report.

C) Nomination And Remuneration Committee

As on March 31,2026, the constitution of the Nomination and Remuneration Committee was as under:

Sr. No.	Name of Member	Designation	Remarks
1.	Ms. Shyamla Khera	Chairperson	Independent Director
2.	Ms. Vanita Chhabra	Member	Independent Director
3.	Mr. Rishabh Relan	Member	Non- Executive Director - Promoter

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report

D) CSR Committee

As on March 31,2026, the constitution of the CSR Committee was as under:

Sr. No.	Name of Member	Designation	Remarks
1.	Ms. Vanita Chhabra	Chairperson	Independent Director
2.	Mr. Sanjiv Kapur	Member	Non-Executive Director
3.	Mr. Ayush Relan	Member	Whole Time Director

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report.

E) Securities Allotment Committee

As on March 31,2026, the constitution of the Securities Allotment Committee was as under:

Sr. No.	Name of Member	Designation	Remarks
1.	Mr. Sanjiv Kapur	Chairperson	Non-Executive Director
2.	Ms. Shyamla Khera	Member	Independent Director
3.	Mr. Rohit Relan	Member	Non-Executive Director - Promoter
4.	Mr. Rishabh Relan	Member	Non-Executive Director - Promoter

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section, forming part of the Annual Report and annexed as Annexure VII.

AUDIT AND AUDITORS Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Regn. No. 301003E/ E300005) were appointed as statutory auditors of the Company at Annual General Meeting (AGM) held on July 10, 2025 for a term of 5 (five) years from conclusion of 6th AGM till the conclusion of 11th AGM, to be held in year 2030.

Auditors Report

The Auditors Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2026 is part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

In terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, members of the Company at 6th AGM held on July 10, 2025 appointed Mr. R.S. Bhatia (CP No. 2514), Company Secretary in Practice as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1,2025 till March 31,2030.

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R.S. Bhatia, Company Secretary in Practice for the Financial year

2025- 26. The report on the Secretarial Auditor for the financial year 2025-26 is annexed herewith and marked as Annexure VI to this Report. The report does not contain any qualification, reservation or adverse remark.

Pursuant Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has obtained annual secretarial compliance report from Mr. R.S. Bhatia (CP No. 2514), Company Secretary in Practice and the same shall be submitted to stock exchanges within the prescribed time limits. Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Internal Auditor

Company appointed M/s Grant Thornton Bharat LLP, as the Internal Auditor of the Company, for the financial years 2025-2026 and

2026- 2027.

The agencies perform the internal audit, and assess the internal controls and statutory compliances in various areas and provide suggestions for improvement. Independence of internal auditors is ensured through direct reporting to the Audit Committee. Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are placed before the Audit Committee of the Board.

Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective as on March 31, 2026.

COST AUDIT

The Company is not required to maintain the cost records as specified by the Central Government under Section 148 (1) of the Act. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys weblink at https://ndrauto.com/annual-return/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in giving back to society and we have taken steps for that. alongside our business priorities, the Company is committed to society as well and this is apparent through our CSR activities.

During the financial year 2025-26, the Company has contributed an amount of Rs. 92 lakhs towards CSR, which is 2% of its average net profits for the preceding three financial years. There is no amount which is lying unspent in respect of the financial year under review.

The relevant disclosure as prescribed under Companies (Corporate Social Responsibility Policy) Rule, 2014, in this regard, is annexed as Annexure IV.

Further Board of Directors of the Company at their meeting held on 11th August, 2025, approved creation of a CSR Trust in association/ jointly with Bharat Seats Limited, associate group company, namely NDR Auto & BSL Foundation, as per the provisions of section 135 of the Companies Act, 2013, for undertaking primarily CSR Activities.

The CSR Policy is uploaded on the Companys website at the web link: https://ndrauto.com/wp-content/uploads/2021/06/CSR-Policy- Final2021.pdf

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Sub Section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of the report as Annexure V.

No. of Employees as on March 31,2026 of Financial Year

Gender	No. of Employees
Female	5
Male	203
Transgender	0

NOMINATION AND REMUNERATION POLICY OF THE COMPANY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy of the Company for Directors, KMPs, Senior Management and other employees including criteria for determining qualification, positive attributes, independence of a Director, remuneration and other matters provided under sub-section (3) of section 178, is available on the Companys weblink at the https://ndrauto.com/wp-content/uploads/2025/03/NRC- Policy.pdf

VIGIL MECHANISM

The Company has in place an established Whistle Blower Policy. The Audit Committee and the Board periodically reviews the policy and its implementation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees. The Whistle Blower Policy may be accessed at the Companys weblink at https://ndrauto.com/wp-content/uploads/2020/10/Whistle- blower-policy.pdf

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

HUMAN RESOURCES

Our relations with the employees are very cordial. Your directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the regulatory requirements, the Company has formally framed a Risk Management policy to identify and assess the key risk areas and monitor them. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

Details on the Companys risk management framework, risk evaluation, risk identification etc. are provided in the Management Discussion and Analysis Report forming part of this report.

ENVIRONMENT

The Company strictly adheres to the provisions of environmental laws. There is no trade effluent generated by the Company which may cause pollution. Our Company is an IATF 16949:2016 certified Company.

LISTING

The Company is listed on BSE Limited and National Stock Exchange of India Limited and the listing fees has been duly paid for the year.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. During the financial year 2025-26 Company has not received any Complaint.

The table below provides details of complaints received/disposed during the financial year 2025 26:

No. of complaints received during the financial year	Nil
No. of complaints disposed during the financial year	Nil
No. of cases pending for more than 90 days	Nil

CONFIRMATION UNDER THE MATERNITY BENEFIT ACT, 1961

During the financial year ended 31st March 2026, your Company was in compliance with the provisions relating to the Maternity Benefit Act, 1961, as amended and hereby confirms adherence to all statutory requirements prescribed under the said Act.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed;

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEES STOCK OPTION SCHEME

Company has an ESOP Scheme i.e NDR Auto Components Limited Stock Option Plan, 2024 (NDR ESOP 2024) to create, offer, issue and allot Employee Stock Options (ESOPs) from time to time in one or more tranches, to the eligible employees, for the benefit of the Employees of the Company and Employees of Group Company(ies).However, the Company has not made any grant of ESOPs till date.

The details of Employee Stock Options which are required to be provided pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) are not applicable to the Company, since during the year there were no options granted pursuant to NDR ESOP 2024.

Certificate from the Secretarial Auditors of the company, confirming that the schemes have been implemented/ or being implemented in accordance with the said SEBI SBEB Regulations, would be placed at the ensuing AGM of the company for inspection by the members.

SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

d. Issue of Shares with differential voting rights

The Company has not issued any shares with differential rights during the year under review.

e. Issue of Shares under Employee Stock Option Scheme

Company has not issued any shares under NDR employee stock option scheme 2024.

f. Issue of shares through private placement - Nil

g. Issue of Shares without differential voting rights - Nil ACKNOWLEDGMENT

Your Company has been able to operate efficiently because of its professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Companys resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective teamwork, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers, your directors also extend their appreciation to Bankers and various departments of Central and State Government(s).

Your directors would also like to thank all the shareholders for their continued support and co-operation.

On behalf of the Board of Directors For NDR Auto Components Limited

		Rohit Relan	Pranav Relan
Date :	: May 11,2026	Co-Chairman & Director	Whole Time Director
Place :	Gurugram	(DIN: 00257572)	(DIN: 07177944)