NDR Auto Components Limited — AGM Information 2025

Jul 10, 2025

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

Date: 10.07.2025

	BSE Limited Corporate Relationship Department PJ Towers, 25th Floor, Dalal Street, Mumbai – 400 001 ScripCode: 543214	National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. TradingSymbol: NDRAUTO

Sub: Summary of proceedings of the 6[th] Annual General Meeting held on 10[th] July, 2025

Dear Sir/Madam,

In terms of the General Circular No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the 6[th] Annual General Meeting of the Company was held today the 10[th] July, 2025 at 11:00 a.m. through Video conferencing (VC)/ Other Audio Visual Means (‘OAVM’) to transact the business as stated in the Notice dated 9[th] May, 2025 of the 6[th] AGM. In this regard, please find enclosed the summary of the proceedings of the AGM as required in terms of Regulation 30 read with Schedule III of the Listing Regulations as Annexure-A.

Kindly take the same on record.

For NDR AUTO COMPONENTS LIMITED

Rajat Digitally signed by Rajat Bhandari Bhandari Date: 2025.07.10 16:05:37 +05'30'

Rajat Bhandari Executive Director and Company Secretary DIN: 02154950 Encl: As Above

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

Annexure A

SUMMARY OF THE PROCEEDINGS OF THE 6[TH] ANNUAL GENERAL MEETING

The 6[th] Annual General Meeting (AGM) of the members of NDR Auto Components Limited was held today at 11 a.m. through Video Conferencing (VC) /Other Audio-Visual Means (OAVM).

Members present through VC & Other audio-visual means: 90

Mr. Sanjiv Kapur, Chairman, chaired the 6[th] AGM. The business before the meeting was taken up as quorum was present at the beginning and throughout the meeting. The Chairman informed that the AGM was conducted through VC / OAVM. This Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

Mr. Vikram Krishan Rathi, Chief Financial Officer, welcomed the members and briefed them on certain points relating to their participation at the Meeting through VC/ OAVM. The Directors, Company Secretary, Statutory Auditors, Secretarial Auditor and Scrutinizer were introduced. He informed that the Chairperson of Audit Committee, Stakeholder Relationship Committee and Nomination and Remuneration Committee were present to reply to the shareholders’ query(s).

It was announced that all documents referred to in Notice convening the AGM and explanatory statement and others as required under law were available for inspection during the conduct of the meeting electronically on Company's website.

The Chairman delivered the speech and explained about the performance of the Company.

With the permission of the members present, the Notice convening the 6[th] AGM and the Board’s Report were taken as read as the same had already been circulated to the Members. As there were no qualifications in the Audit Report and Secretarial Audit Report, it was not required to be read the said reports.

In accordance with provisions of the Companies Act, 2013, and the rules framed there under and Regulation 44 of the SEBI (LODR) Regulations 2015, the Company provided electronic facility to the members entitled to cast their vote through remote e-voting, from 9 a.m. on 7[th] July, 2025 till 5 p.m. on 9[th] July, 2025. The Company also arranged for e-voting at the time of AGM on all 10 (ten) resolutions forming part of the notice of the AGM for those members who had not cast their vote through remote e-voting. Mr. R S Bhatia, Company Secretary in Practice was appointed as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting held prior and e-voting during the AGM.

The following items of Ordinary and Special businesses as contained in the Notice convening the 6[th] AGM as listed under serial nos. 1 to 10 below were transacted through remote e-voting and through e-voting at the AGM venue:

RESOLUTION NO.	RESOLUTION DESCRIPTION
Ordinary Businesses:
1.	Ordinary Resolution: To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31stMarch, 2025,together with the reports of the Directors and Auditors thereon.

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

2.	Ordinary Resolution: To declare dividend at the rate of Rs. 2.75/- per Equity Share of Rs. 10/- each on the equityshares for the financialyear ended March 31,2025.
3.	Ordinary Resolution: To appoint Mr. Rishabh Relan (DIN: 07726444), who retires by rotation at this meeting as a director and being eligible offers himself for re- appointment.
4.	Ordinary Resolution: To appoint Mr. Pranav Relan (DIN: 07177944) who retires by rotation at this meeting as a director and being eligible offers himself for re- appointment.
5.	Ordinary Resolution: To consider and approve the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 6th (Sixth) Annual General Meeting till the conclusion of the 11th (Eleventh)Annual General Meetingand to fix their remuneration.
Special Businesses:
6.	Ordinary Resolution: To consider and approve the appointment of Mr. Rupinder Singh Bhatia, Practicing Company Secretary, as the Secretarial Auditor of the Company from Financial Year April 1,2025 to March 31,2030 and to fix their remuneration.
7.	Ordinary Resolution: To consider and approve the Material Related Party Transaction with Bharat Seats Limited for Sale of products, goods, materials, assets or services including reimbursement of expenses, up to a maximum aggregate value of Rs. 650 Crore in a Financial Year.
8.	Special Resolution: To consider and approve the re-appointment of Ms. Shyamla Khera (DIN: 06929439) as an Independent Director of the Company for a second term of five consecutiveyears from 23rdOctober,2025 to 22ndOctober,2030.
9.	Special Resolution: To consider and approve the re-appointment of Ms. Vanita Chhabra (DIN: 02161276) as an Independent Director of the Company for a second term of five consecutiveyears from 30thNovember,2025 to 29thNovember,2030.
10.	Special Resolution: To consider and approve the re-appointment of Ms. Deepa Gopalan Wadhwa (DIN: 07862942) as an Independent Director of the Company for a second term of five consecutiveyears from 30th November,2025 to 29th November,2030.

Members present at the Meeting were given an opportunity to ask questions/ speak.

The Chief Financial Officer informed on the e-voting process and that the consolidated voting results will be disseminated on the website of the BSE and NSE at www.bseindia.com and www.nseindia.com and NSDL and will also be made available on the Company’s Website at www.ndrauto.com, latest by 11[th] July, 2025.

The Chairman thanked the members present at the meeting. The Chairman also thanked the Directors and Auditors for joining the meeting. The e-voting was kept open for the next 30 minutes to enable the members to cast their vote.

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

The meeting concluded at 11:26 a.m. with a vote of thanks to the Chair and e-voting concluded at 11:56 a.m.

Post completion of the Annual General Meeting, after scrutiny of votes, the Scrutinizer submitted his Report. As per the report submitted by the Scrutinizer considering the consolidated results of the remote e-voting held prior and e-voting during the AGM, all resolutions (Ordinary and Special) embodied in the Notice of Annual General Meeting dated 9[th] May, 2025 were passed with requisite majority.

Based on the Scrutinizer’s Report, Chairman declared the result.

For NDR AUTO COMPONENTS LIMITED

Rajat Digitally signed by Rajat Bhandari Bhandari Date: 2025.07.10 16:05:16 +05'30' Rajat Bhandari Executive Director and Company Secretary DIN: 02154950

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976