NDR Auto Components Limited — Annual Report 2020

Oct 23, 2020

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

NACL: LISTING: 20-21/2310

23[rd] October, 2020

BSE Limited Corporate Relationship Deptt. PJ Towers, 25th Floor, Dalal Street, Mumbai – 400 001 (SCRIP CODE - 543214 )

National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G-Block Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. (Symbol - NDRAUTO) (Series - EQ)

Dear Sir/Madam

Sub: Outcome of the Board Meeting

The Board of Directors of the Company at its meeting held on 23[rd] October, 2020 inter alia

has considered and transacted the following business:

1. Considered and approved the Standalone & Consolidated Annual Financial Statements for the period ended 31-03-2020.

2. Pursuant to Regulation 33 of the SEBI Regulations, took note of the Auditors’ Report on the audited financial results for the period ended 31[st] March, 2020, issued by the Statutory Auditors, M/s Gupta Vigg & Co., Chartered Accountants, along with unmodified opinion on Standalone Financial Statements and qualified opinion on Consolidated Financial Statements. A copy of the said Standalone & Consolidated Annual Financial Statements is enclosed along with Auditors’ Report thereon is enclosed herewith as Annexure-I.

Pursuant to the provisions of SEBI circular No. CIR/CFT/CMD/56/2016 dated May 27, 2016, qualified opinion on Consolidated Financial Statements duly signed by Statutory Auditors and CFO cum WTD is enclosed as Annexure-II

We further declare that Statutory auditors have given their unmodified opinion on the said results, statement to which effect, duly signed by Chief Financial Officer of the Company is also enclosed with Annexure-I.

1. Approved the appointment of Mr. Rohit Relan, Mr. Rishabh Relan, Mr. Pranav Relan and Mr. Ayush Relan as Additional Directors on the Board of the Company to hold office upto the date ensuing Annual General Meeting of the Company in the capacity of Non-Executive Promoter Directors (Details and profiles enclosed as Annexure-III to VI)

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Email id : info@ndrauto.com

Website: www.ndrauto.com Phone No. : 011-66544900

1. Approved the appointment of Mr. Sanjiv Kapur and Ms Shyamla Khera as Additional Directors on the Board of the Company to hold office upto the date ensuing Annual General Meeting of the Company in the capacity of Independent Director (details and profiles enclosed as Annexure-VII-VIII).

2. Approved shifting of registered office to Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 with effect from 23[rd] October, 2020.

3. Approved maintenance of accounts at the Corporate office of the company at Plot No. 1, Maruti Joint Venture Complex, Udyog Vihar, Gurugram with effect from 23[rd] October, 2020.

The meeting of the Board of Directors commenced at 12:10 P.M. and concluded at 2: 4 5 P.M.

Thanking You,

For NDR Auto Components Limited

ASHUTO Digitally signed by ASHUTOSH VEDI SH VEDI Date: 2020.10.23 14:59:51 +05'30'

Ashutosh Vedi

Company Secretary & Compliance Officer

Encl:a/a

Annexure-I

GUPTA VIGG & CO. Chartered Accountants

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• E-61, Lower Ground Floor, Kalkaji, New Delhi-110019 (India) Ph. : (011) 40543700 E-mail : kawal.jain@guptavigg.com / Website : www.guptavigg.com

Independent Auditors' Report on the Standalone Financial Results of NDR Auto Components Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of NDR Auto Components Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying Statement of standalone financial results of NDR Auto Components Limited ("the Company") for the 15 months period ended March 31, 2020 ("the Statement"), attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

• a. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• b. gives a true and fair view, in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards and other accounting principles generally accepted in India, of the net profit after tax and other comprehensive loss and other financial information for the 15 months period ended March 31, 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Statement under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

• a. We draw attention to Note No. 3 to the Statement in respect to arrangement between Sharda Motor Industries Limited (Demerged Company) and NDR Auto Components Limited (Resulting Company) and their respective shareholdei:.s and creditors under section under sections 230 to 232 of the Companies Act, 2013 rea /with.Section 66 of the Companies Act, 2013, as approved by the Hon'ble Bench of NCLT, . 3- (.!) A'� 0• · , f ·- ebruary 20, 2020, the Automobile Seating • fR"' ;0\'l� :1>" C (fj � iw.� OtUl[1 ] f � ,) �er0d p,,cc.[0 ]

Ludhiana Office : 101-K, Kismat Complex, G.T. Road, Miller Ganj, Ludhiana-141003 (India) Phone: (0161) 2532297 Telefax: (0161) 2535156 E-mail: guptavigg@gmail.com

Undertaking of the Sharda Motor Industries Limited has been demerged and transferred to NDR Auto Components Limited with effect from closing business hours of December 31, 2018 (the Appointed Date).

• b. We draw attention to Note No. 7 to the Statement, which describes the possible effect of uncertainties relating to COVID-19 pandemic on the Company's financial performance as assessed by the management.

Our opinion is not modified in respect of the above matters.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the audited standalone financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive loss and other financial information in accordance with the recognition and measurement principles laid down under Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Place: New Delhi Date: 23.10.2020

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NOR Auto Components Limited Regd. Office : D-188, Okhla Industrial Area, Phase I, New Delhi- 110020 CIN: U29304DL2019PLC347460 WEBSITE: www.ndrauto.com; E-mail: cs@ndrauto.com

Phone: +91 11 47334100; Fax: + 91 -011-47334100

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020

(Currenc: � in Lakhs except otherwise specified)

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020 (Currenc: � in Lakhs except otherwise specified)	STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020 (Currenc: � in Lakhs except otherwise specified)	STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020 (Currenc: � in Lakhs except otherwise specified)	STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020 (Currenc: � in Lakhs except otherwise specified)
SrNo	Paricular		For the periodfromJanuary
..			01, 2019 to March 31, 2020
			(Audited)
1	Income: Revenue from oorations Other Income Total income
			9,661.52
			918.65
			10,580.17
2	Expenses a) Cost of materials consumed b) Chances in inventories of finished ooods, work in orooress and stock in trade cl Emolovee benefts exoense di Finance csts el Deoreciation and amorisation exoense lf Other exoenses Total exoenses
			7,106.01
			103.41
			492.93
			15.48
			737.54
			2,025.30
			10 480.67
3	*Profit/ /loss\ before Tax 11-2*		99.50
4	Tax exoenses al Current tax bl Deferred tax e"nse/(creditl
			50.40
			(117.491
	Total tax exoense		(67.09)
5	**Profit for the oeriod (3-1 **		166.59
6 7	Other Comprehensive lncome/(loss), net of income tax al Items that will not be reclassifed to proft & loss in subseQuent periods (net of tax) Total Comorehensive Income for the oeriod lnet of tax\ 15+61
			(24.111
			142.48
8	Paid-uo EauitShare Caoital /face value of Rs.10/-oer share \		594.63
9 10	Other Eauit		12,668.04
	Earnina oer eauitshare CEPS} (face value of Rs.10/-each}:
	a) Basic ( Rs.)		2.80
	bl Diluted (Rs.)		2.80
NOTES: 1 The above standalone financial results of NOR Auto Components Limited ("the Company") have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies(lndian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Rules, 2016 and relevant amendment rules thereafter. 2 The above audited standalone financial results have been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their meeting held on October 23, 2020. The statutory auditors have expressed an unqualified audit opinion. 3 Pursuant to the National Company Law Tribunal (NCL T) order, dated Februar 20, 2020, the Automobile Seating Business of Sharda Motor Industries Limited (SMIL) has been demerged into NOR Auto Components Limited (Resulting Company or NACL) w.e.f end of the day of December 31, 2018, being the appointed date and pursuant to NCL T order NOR Auto Components Limited ceased to Subsidiary of Sharda Motor Industries Limited (Demerged Company) w.e.f. the appointed date. Pursuant to the Scheme of Arrangement ("the Scheme") under Section 230 to 232 of the Companies Act, 2013 between Sharda Motor Industries Limited (SMIL) ("the demerged company") and NOR Auto Components Limited (NACL) ("the resulting company") as approved by the National Company Law Tribunal (NCL T), Delhi on February 20, 2020: a) NACL has recorded the assets and liabilities of the Automobile Seating Underaking vested in it pursuant to this Scheme at the respective Book Values thereof. b) NACL has credited its share capital account with the aggregate face value of the new equity shares issued by it to the members of SMIL in the following proporion: "for every 1 (One) equity share of face value of INR10/- (Rupees Ten only) each held in SMIL as on the Record Date i.e. March 27, 2020 , the equity shareholders of SMIL shall be issued 1 (One) equity share of face value INR10/- (Rupees Ten only) each credited as fully paid-up in NACL" c) In respect of cancellation of shares held by SMIL, NACL has debited to its Equity Share Capital Account, the aggregate face value of existing equity shares held by SMIL in NACL with a corresponding credit to Capital Resere of NACL. d) The diference between a) and b) above has been recorded as Capital Resere. 4 This is the first financial year of the Company, hence this statement of standalone financial results is prepared for the period January 01, 2019 till March 31, 2020 as per provisions of the Companies Act, 2013 afer taking the effect of the scheme. The Company is listed on Bombay Stock Exchange Limited and National Stock Exchange Limited from July 30, 2020, hence the quarterly financial results are not furnished. 5 In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the board of direcors of the Company (who have been identified as the Chief Operating Decision Maker (CODM) who evaluates the Company's performance, allocates resources based on the analysis of the various performance indicator of the Company as a single unit), the operations of the Company falls under manufacturing of auto component pars, which is considered to be the only business reportable segment. Further, the Company operates only in one geographical segment i.e. India. 6 The Company has adopted the option available under section 115 BAA of the Income Tax Act, 1961 as introduced by the taxation laws (amendment) ordinance, 2019 dated September 20, 2019. Accordingly, tax expenses, deferred tax assets/liabilities as on March 31, 2020 have been recomputed and the relevant impact has been recognised in the 15 months period ended on March 31, 2020. 7 Due to the nationwide lockdown in the month of March 2020, the Company temporarily suspended its operations in compliance with lockdown instrucions. COVID-19 has impacted the normal business operations of the Company by way of interruptions in production. supply chain and prduction facilities etc. during the lock down period which extended till May 31, 2020. However, productions and supply of goods has gradually commenced in months of May/June 2020 at the manufacturing locations afer obtaining permissions from the appropriate government authorities. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the liquidity position to continue operations for the next year and carring amounts of property, plant and equipment, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncerainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources on the expected future perorance of the Company. Based on current estimates the Company expects the carrying amount of these assets will get recovered. The impact of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of these financial results. Given the nature of the pandemic, the Company will continue to monitor developments to identif and manage any significant uncertainties relating to its future economic outlook.

• 8 The company has adopted Ind AS 116 "Leases" effective April 1, 2019, as notified by the Ministry of Corporate Affairs (MCA) in the Companies (Indian Accounting Standards) Amendment Rules 2019, using modified retrosp.ective method. The adoption of this standard did not have any material impact on the profit of the period

• 9 The standalone financial results of the company for the 15 months period ended March 31, 2020 are also available on the Company's website (www.ndrauto.com) and on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com).

For and on behalf of the Board of Directors ��.� Whole Time Director f �J

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Place of Signature: New Delhi Date: October 23, 2020

NDR Auto Components Limited

Regd. Office: D-188, Okhla Industrial Area, Phase I, New Delhi- 110020 CIN:U29304DL2019PLC347460

WEBSITE: www.ndrauto.com; E-mail: cs@ndrauto.com

Phone: +91 11 47334100; Fax:+ 91 -011-47334100

STATEMENTOFSTANDALONE ASSETS AND LIABILITIES (Currency: � inL kh a s	STATEMENTOFSTANDALONE ASSETS AND LIABILITIES (Currency: � inL kh a s	STATEMENTOFSTANDALONE ASSETS AND LIABILITIES (Currency: � inL kh a s	STATEMENTOFSTANDALONE ASSETS AND LIABILITIES (Currency: � inL kh a s	STATEMENTOFSTANDALONE ASSETS AND LIABILITIES (Currency: � inL kh a s	except ot erisespec, Ie h 'fi d)	except ot erisespec, Ie h 'fi d)
SI. No.		Particulars				As at March 31, 2020
						(Audited)
I		Assets
		**Non-current assets **
	al Property plant & equipment					3,307.47
	bl Capital work in proQress					-
	c) RiQht-of-use assets					35.92
	d) lntanQible assets					0.36
	e) Financial assets
	i) Investments				165.50
	iii Other financial assets					40.47
	IfNoncurrent tax asset					17.07
	~~l~~a)Other non-current assets hi Deferred tax assets (net)					0.32 125.60
	Total non-urrent assets					3,692.71
	Current assets
	al Inventories				689.99
	b) Financial assets
	i) Trade receivables					606.30
	ii) Cash and cash equivalents					524.07
	iii) Bank balances other than (ii) above					9,086.00
	iv) Other financial assets					510.59
	cl Other current assets					115.33
	di Assets held for sale					0.08
	**Totalcurrent assets **					11,532.36
	Total assets					15,225.07
II.	EQult and Liabilities **Equit **
	al Equitv share caoital					594.63
	bl Other eauitv					12 668.04
	Total equit					13,262.67
	Liabilities
	Non- Current liabilities
	al Provisions				82.10
	Total Non-current liabllltles					82.10
	Current liabilities
	a) Financial liabilities
	i)Trade oavables
	-Total outstandina dues of micro enterrises and small enterorises					67.19
		- Total outstanding dues of creditors other than micro enterprises and small enterorises				1,495.82
		ii) Other financial liabilities -Lease liabilities
						37.54
		-Others b) Other current liabilities				74.89 95.60
		cl Provisions				109.26
	Totalcurrent liabilities					1,880.30
	Total liabilities					1,962.40
	Total equit and liabilities				15,225.07

Place of Signature: New Delhi Date: October 23, 2020

For and on behalf of the Board of Directors A �� !""' Whole Time Dir�FO

A. B. C.	NDR Auto Components Limited Regd. Office : D-188, Okhla Industrial Area, Phase I, New Delhi- 110020 CIN:U29304DL2019PLC347460 WEBSITE: ww.ndrauto.com; E-mail: cs@ndrauto.com Phone: +91 11 47334100; Fax: + 91 -011-47334100 STATEMENT OF STANDALONE CASH FLOW FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020	NDR Auto Components Limited Regd. Office : D-188, Okhla Industrial Area, Phase I, New Delhi- 110020 CIN:U29304DL2019PLC347460 WEBSITE: ww.ndrauto.com; E-mail: cs@ndrauto.com Phone: +91 11 47334100; Fax: + 91 -011-47334100 STATEMENT OF STANDALONE CASH FLOW FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020	NDR Auto Components Limited Regd. Office : D-188, Okhla Industrial Area, Phase I, New Delhi- 110020 CIN:U29304DL2019PLC347460 WEBSITE: ww.ndrauto.com; E-mail: cs@ndrauto.com Phone: +91 11 47334100; Fax: + 91 -011-47334100 STATEMENT OF STANDALONE CASH FLOW FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020
	/Currencv: { in		Lakhs exceot otherwise soecifiedI
			For the period from January 01, 2019 to March 31, 2020
			Audited
	CASH FLOW FROM OPERATING ACTIVITIES
	Profit before income tax		99.50
	Adiustments to reconcile orofit before tax to net cash flows: Depreciationand amortizationexpense		737.54
	Loss/(gain) onsale of proprtv, plant and eouipment		(2.31
	Finance cst		15.4B
	Provision for doubtful debts Interest income DividendIncome		4.59 (711.29 (110.25)
	Sundr Balances written back Excessprovision written back		(91.03) (2.77)
	Operatinci profit before worklm:1 capital chances		(60.541
	Adlustments for chanQes in workinQ capital
	(lncrease)/decrease in inventories 255.50
	(lncrease)/decrease in trade receivables 1, 12B.23 !Increase/decrease in otherfinancial and non-financial assets !261.22
	!Incease/decrease inotherassets (18612)
			.
	Increase/ decrease)intrade oavables Incease/derease\ in other liabilities Increase/ decrease\ inother financial liabilities lncrease/(decrease)inprovisions		(377.091
			113.B2 /149.01
			(68.28)
	Cash generated from operating activities		395.29
	Income tax paid(net ofrefunds)		(67.47
	Net cash flow from operating activities		327.82
	CASH FLOW FROM INVESTING ACTIVITIES
	Acouisilion of oroor, plant and eauipment including capital work in progress Proceeds from sale of oroortv. olant and eauioment		(18.13) 19.68
	Proceeds from sale of intamIible assets Investments made in fixed depsit		3.04 (1 587.11)
	Interest incme recived Dividend received - non current investment		480.14 110.25
	Net cash from/{used inl investinc activities (992.131
	CASH FLOWEROM FINANCING ACTIVITIES:
	Issue of eauil share cpital Reo;vment of Principal ortion on lease liabilitv Reovment of interest ortion on lease liabilitv Finance cost oaid		1.00 (43.25 /4.82 /10.66
	Net cash usedIn financlnqactivities		157.731
	Net IncreaseIncash and cash eauivalents IA+B+Cl		(722.04
	Cash and cash equivalents acquiredpuruant to scheme of arrangements - opening balance Cash and cash equivalents at the end of the priod		1,246.11
			524.07

AS) 7 statement of cash flows. Note: The above standalone cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind

For and on behalf of the Board of Directors � Whole Time Director & !k�;i

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Place of Signature: New Delhi Date: October 23, 2020

GUPTA VIGG & CO. Chartered Accountants

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• E-61, Lower Ground Floor, Kalkaji, New Delhi-110019 {India) Ph. : (011) 40543700 E-mail : kawal.jain@guptavigg.com / Website : www.guptavigg.com

Independent Auditors' Report on the Consolidated Financial Results of NDR Auto Components Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of NDR Auto Components Limited

Report on the audit of the Consolidated Financial Results Qualified Opinion

We have audited the accompanying Statement of consolidated financial results of NOR Auto Components Limited ("the Parent Company") and its share of the net profit after tax and total comprehensive income of its associate and joint ventures for the 15 months period ended March 31, 2020 ("the Statement"), attached herewith, being submitted by the Parent Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the Statement:

• a. includes the results of the Parent Company and the following entities:

S.No.	Name of the Entity	Relationship
1	Bharat Seats Limited	Associate Company
2 3	Toyota Boshoku Relan India Private Limited Toyo Sharda India Private Limited	Joint Venture Joint Venture

• b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• c. gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the consolidated net profit after tax, other comprehensive loss and other financial information of the Parent Company, its associate and joint ventures for the 15 months period ended March 31, 2020.

Basis for Qualified Opinion

We draw attention to the fact that the consolidated financial results include the Parent Company's share of net profit after tax of Rs. 603.10 lakhs and total comprehensive income of Rs. 615.27 lakhs for the 15 months period ended March 31, 2020, as considered in the consolidated financial results, in respect of an associate and a joint venture i.e. Bharat Seats Limited and Toyo Sharda India Private Limited, respectively, whose financial statements/ financial results/ financial information have not been audited. These financial statements/ financial results/ financial information are unaudited and have been furnished to us by the Ma etOOi f the Parent Company and our opinion on the consolidated financial results, in so ���::::a::�fa'fl:'l . to the amounts and disclosures included in respect of this associate and joint v r � e 9 lely on such unaudited financial statements/ 1t rRN: g3t,1 � � t,ie"I r..HI � � ,.,. �� eredAcc[o ]

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Ludhiana Office : l O 1-K, Kismet Complex, G.T. Road, Miller Ganj, Ludhiana-141003 (India) Phone: (0161) 2532297 Telefax: (0161) 2535156 E-mail: guptavigg@gmail.com

financial results/ financial information. However, the financial statements/ financial results/ financial information of this associate have been reviewed for a period 3 months (i.e. January 1, 2019 to March 31, 2019) for which independent auditor's report pursuant to the requirements of Regulation 33 of the SEBI (LODR) Regulations, 2015 has been furnished to us. And for both, the associate and the joint venture, audited financial statements along with independent auditors' report for a period of 12 months (i.e. April 1, 2019 to March 31, 2020) pursuant to the requirements of Section 143(3) of the Companies Act, 2013 have been furnished to us. In our opinion and according to the information and explanation given to us by the management, these financial statements/ financial results/ financial information of the aforesaid component are material to the consolidated financial results. We are unable to obtain sufficient and appropriate audit evidence to determine whether any adjustments were necessary to the consolidated financial results in relation to the carrying amount of Parent Company's investment in Bharat Seats Limited and Toyo Sharda India Private Limited as at March 31, 2020 and Parent Company's share of net profit after tax and other comprehensive income in respect of Bharat Seats Limited and Toyo Sharda India Private Limited for the 15 months period ended March 31, 2020.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Results" section of our report. We are independent of the Parent Company, its associate and joint ventures, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Statement under the provisions of the Act, and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit report of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

• a. We draw attention to Note No. 2 to the Statement in respect to arrangement between Sharda Motor Industries Limited (Demerged Company) and NDR Auto Components Limited (Resulting Company) and their respective shareholders and creditors under section under sections 230 to 232 of the Companies Act, 2013 read with Section 66 of the Companies Act, 2013, as approved by the Hon'ble Bench of NCLT, New Delhi on February 20, 2020, the Automobile Seating Undertaking of the Sharda Motor Industries Limited has been demerged and transferred to NDR Auto Components Limited with effect from closing business hours of December 31, 2018 (the Appointed Date).

• b. We draw attention to Note No. 7 to the Statement, which describes the possible effect of uncertainties relating to COVID-19 pandemic on the Parent Company's financial performance as assessed by the management.

Our opinion is not modified in respect of the above matters.

Management's Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the audited consolidated financial statements. The Parent Company's Board of Directors are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive loss and other financial information of the Parent Company, its associate and joint ventures in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accountin principles generally accepted in India and in compliance with Regulation 33 of the Listin . ftJatlo4' The respective Board of Directors of the Parent Company, its associate and joint ~~t· e a~~ ponsible for maintenance of adequate accounting J l

records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement, that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Parent Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the Parent Company, its associate and joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Parent Company, its associate and joint ventures are responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Parent Company, its associate and joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, futu -� . t r conditions may cause the Parent Company, its associate and joint ventures to � a-- , "'t1, µe as a going concern. (!) 9

• • C1 FRN. 1393N .!!! i NEWDELHI $ '?l � 1,1 eaAcc[0] �

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the Parent Company, its associate and joint ventures to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement of which we are the independent auditors. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in section titled "Other Matters" and "Basis for Qualified Opinion" in this audit report.

We communicate with those charged with governance of the Parent Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMDl/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

The consolidated financial results include the Parent Company's share of net loss after tax of Rs. 0.38 lakhs and total comprehensive loss Rs. 0.38 Lakhs for the 15 months period ended March 31, 2020, as considered in the consolidated financial results, in respect of a joint venture, whose financial statements/ financial results/ financial information have not been audited by us. These financial statements/ financial results/ financial information are unaudited and have been furnished to us by the Management of the Parent Company and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this joint venture, is based solely on such unaudited financial statements/ financial results/ financial information. In our opinion and as per the information and explanation given to us by the management of the company, these financial results are not material to the consolidated financial results.

Our report on the Statement is not modified in respect of the above matter.

For Gupta Vigg & Co. Chartered Account

Place: New Delhi Date: 23.10.2020

NOR Auto Components Limited D-188, Okhla Industrial Area, Phase-1, New Delhi 110020 CIN: U29304DL2019PLC347460; Website: www.ndrauto.com E-mail: cs@ndrauto.com; Phone: 91 11 47334100; Fax: 91 11 47334100

STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020

	STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020	STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020	STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020
	(Rs.inlakhs except pershare data'
Sr.No. 1	For the period trom Paricular Januar 01, 2019 to March 31, 2020
	(Audited}
	Income:
	Revenue from ocerations 9,661.52
	Other Income 808.40
	Total Income **10,469.92 **
2	Exoenses
	a Cost of materials consumed 7 106.01
	b Changes in inventories of fnished goods, traded goods and work-in-proress 103.41
	c Emolovee benefits excense 492.93
	d Finance costs 15.48
	el Deoreciation and amorisation exonse 737.54
	f Other exenses 2025.30
	l Total expnses 10,480.67
3	Profit/Cossl before Tax 11-21 (10.75)
4	Tax expenses
	a Current tax 50.40
	bl Deferred tax e"nse/r credit\ • (117.49}
	Total tax exoense (67.09}
5	Profit for the oeriod 13-1 56.34
6		Share of proft/Clossl of associate <net of taxi 492.81
7		Share of oroftClossl of ioint ventures (net of tax) 109.91
8		Proflt Loss) for the neriod **659.06 **
9		Other Comprehensive lncome/(loss), net of income tax
		a Items that will not be reclassifed to proft & loss in subseauentperiods,(net of tax)	(11.94)
10 11			647.12 594.63 16,362.81
12 13
	al Basic I Rs.I 11.08
	blDilutedIRs.I 11.08
NOTES : 1 The above consolidated fnancial results have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies(lndian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Rules, 2016 and relevant amendment rules thereafer. 2 Puruant to the National Company Law Tribunal (NCL T) order, dated February 20, 2020, the Automobile Seating Business of Sharda Motor Industries Limited (SMIL) has been demerged into NDR Auto Components Limited (Resulting Company or NACL) w.e.f. end of day of December 31, 2018, being the appointed date and pursuant to NCL T order NDR Auto Components Limited ceased to Subsidiary of Sharda Motor Industries Limited (Demerged Company) w.e.f the appointed date. Pursuant to the Scheme of Arrangement ('the Scheme") under Section 230 to 232 of the Companies Act, 2013 between Sharda Motor Industries Limited (SMIL) ("the demerged company") and NDR Auto Components Limited (NACL) ('the resulting company') as approved by the National Company Law Tribunal (NCL T). Delhi on Februar 20, 2020: a) NACL has recorded the assets and liabilities of the Automobile Seating Underaking vested in it pursuant to this Scheme at the respective Book Values thereof. b) NACL has credited its share cpital account wifh the aggregate fce value of the new equity shares issued by it to the members of SMIL in the following proportion: "for every 1 (One) equity share of face value of INR10/- (Rupees Ten only) each held in SMIL as on the Record Date i.e. March 27, 2020 • the equity shareholders of SMIL shall be issued 1 (One) equity share of fce value INR10/- (Rupees Ten only) Each credited as fully paid-up in NACL" c) In respect of cancellation of shares held by SMIL, NACL has debited to its Equity Share Capital Account, the aggregate face value of existing equity shares held by SMIL in NACL with a corresponding credit to Capital Resere of NACL. d) The difference between a) and b) above has been recorded as Capital Resere. 3 This is the first financial year of the Company, hence this statement of consolidated fnancial results is prepared for the period January O 1, 2019 till March 31, 2020 as per provisions of Companies Act, 2013, afer taking the efct of the scheme. The Company is listed on Bombay Stock Exchange Limited and National Stock Exchange Limited fom July 30, 2020, hence the quarterly fnancial results are not furished. 4 The abve cnsolidated fnancials results have been reviewed by the Audit Committee and approved by the Board of Direcors at their meeting held on October 23, 2020. 5 The statutor auditor have expressed a qualifed audit opinion. The auditor has exprssed tat cnsolidated fnancial results fr 15 months (Period 1st January 2019 to 31st March 2020) for the associate company (Bharat Seats Limited) and joint ventures (Toyo Sharda India Private Limited and Toyota Boshoku Relan India Private Limited) have not been audited for consolidated 15 months. The qualifction given by the auditor is self�xplanator. The Committee members wer infrmed that Financials of Bharat Seats Limited for 12 months (April 01, 2019 to March 31, 2020) has already been audited and fnancials along with Audit Report has been furished to the Auditor. Financials for Quarter Januar 2019 to March 2019 have already been published as audited results on 24th April 2019 in the newspaper. We have furished consolidated results fr 15 months on the basis of these audited results. Similarly, Toyo Sharda India Private Limited has been audited fr April 01, 2019 to March 31, 2020 and for the period April 01, 2018 to March 31, 2019. We have furished the cnsolidated results on the basis of above audited Financials for 15 months. Another joint venture Toyota Boshoku Relan India Private Limited has not b n. audited till date and we have given management cerified results for 15 months, being the materiality of the resu!ts is insignifcnt. The Consolidated fnancal result inciude the results of the Company, one associate and two joint ventures. The Company together with its associate and joint venture cmpanies is hereby refrred to as the Group. 6 In line with the provision of Ind AS 108- Operating Segments and on the basis of review of operations being done by the board of directors of the Company (who have been identified as the Chief Operating Decision Maker (CODM) who evaluates the Company's performance, allocates resources based on the analysis of the various perrance indictor of the Company as a single unit), the operations of the Company falls under manufacturing of auto component parts, which is considered to be the only business reporable segment. frher, the Company operates only in one geographical segment i.e. India. 7 Due to the nationwide lockdown in the month of March 2020, the group temporarily suspended its operations in compliance with lockdown instructions. COVID-19 has impacted the normal business operations of the Group by way of interptions in production, supply chain and production fcilities etc. during the lock down period which extended till May 31, 2020. However, productions and supply of goods has gradually commenced in months of May/June 2020 at the manufacturing loctions after obtaining permissions from the appropriate goverment autorities. The Grup has considered the possible efects that may result from the pandemic relating to COVID-19 on the liquidity position to continue operations for the next year and caring amounts of prperty, plant and equipment, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncerainties in the global economic conditions becuse of this pandemic, the Group, as at the date of approval of these financial results has used internal and external sources on the expected fture perfranc of the Group. Based on current estimates the Group expects the carring amount of these assets will get recovered. The impac of COVID-�9 on the Group's fnancial results may differ from that estimated as at the date of approval of these fnancial results. Given the nature of the pandemic, the Group will continue to monitor developments to identif and manage any significnt uncerainties relating to its future economic outlook. 8 The consolidated fnancial results of the company fr the 15 months period ended March 31, 2020 are also available on the Company's website (w.ndrauto.com) and on the website of BSE (w.bseindia.com) and NSE (w.nseindia.com).

\

• 9 The group has adopted Ind AS 116 "Leases" effective April 1, 2019, as notified by the Ministry of Corporate Affairs (MCA) in the Companies (Indian Accounting Standards) Amendment Rules 2019, using modified retrospective method. The adoption of this standard did not have any material impact on the profit of the period.

Place of Signature: New Delhi Date: October 23, 2020

For and on behalf of the Board of Directors

==> picture [74 x 71] intentionally omitted <==

�-� Whole Time Director ��;g,

NDR Auto Components Limited

D-188, Okhla Industrial Area, Phase-1, New Delhi 110020 . GIN: U29304DL2019PLC347460; Website: www.ndrauto.com E-mail: cs@ndrauto.com; Phone: 91 11 47334100; Fax: 91 11 47334100

STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES

		(Rs. in lakhsl	(Rs. in lakhsl
	Particulars		As at March31, 2020
			(Audited)
	ASSETS
1	Non-current assets
	al Prooerv olant & eauioment		3,307.47
	b) Caoital work in orooress		-
	cl Rioht-of-use assets		35.92
	dl lntanoible assets		0.36
	e) Investment in associate andjoint ventures		3,860.27
	f)Financial assets
	Otherfinancials assets		40.47
	,!) Non-current tax assets (net)		17.07
	h) Other non-current assets i) Deferred tax assets (net) Total non-current assets		0.32 125.60 7,387.48
2 Current assets
a) Inventories			689.99
bl Financial assets
i) Trade receivables			606.30
ii)Cash and cash eauivalents			524.07
iii)Other bank balances			9,086.00
iv) Other financial assets			510.59 115.33
c) Other current assets
d) Asset held for sale Total current assets			0.08 11,532.36
TOTAL ASSETS			18,919.84
-
EQUITY AND LIABILITIES
1 Equit
a) Equitshare capital bl Other eauit Total equit 2 LIABILITIES Non- Current liabilities Provisions Total Non-current liabilities Current liabilities a) Financialliabilities i)Trade payables -Total outstanding dues of micro enterprises and small enterrises - Total outstanding dues of creditors other than micro enterrisesandsmall enterprises ii) Other fnancial liabilities -Lease liabilities -Others b) Other current liabilities c) Provisions Total current liabilities TOTAL EQUITY AND LIABILITIES			594.63
			16,362.81
			16,957.44
			82.10
			82.10
			67.19 1,495.82
			37.54
			74.89
			95.60
			109.26
			1 880.30
			18 919.84

For and on behalf of the Board of Directors

==> picture [75 x 74] intentionally omitted <==

(��1 Whole Time Director & CFO

Place of Signature: New Delhi Date: October 23, 2020

NDR Auto Components Limited D-188, Okhla Industrial Area, Phase-1, New Delhi 110020

CIN: U29304DL2019PLC347460; Website: www.ndrauto.com E-mail: cs@ndrauto.com; Phone: 91 11 47334100; Fax: 91 11 47334100

STATEMENT OF CONSOLIDATED CASH FLOW FOR THE PERIOD FROM JANUARY 01, 2019 TO MARCH 31, 2020

A. B. C.						(Rs. in lakhs)	(Rs. in lakhs)
						For the period from January 01, 2019 to March 31, 2020
						Audited
	CASH FLOW FROM OPERATING ACTIVITIES Profit before income tax
						(10.75)
	Adiustments to reconcile Droflt before tax to Depreciation and amortization expense				net cash flows:
						737.54
	Finance cost					15.48
	Provision for doubtful debts Interest income					4.59
							(711.29)
	Loss / (Gain) on sale of properv, plant and equipment (net)						(2.31)
	Sundrbalances written back Excessprovision written back Operatina profit before working capital changes	ndrbalances written back					(91.03)
							(2.77)
							**(60.54) **
	Adjustments for chanaesIn workina caoital (lncrease)/decrease in inventories (lncrease)/decrease in trade receivables (ncrease)/decrease in other financial assets Clncrease)/decrease in other assets lncrease/(decrease) in trade payables lncrease/(decrease) in other liabilities lncrease/(decrease)in otherfinancial liabilities
							255.50 1,128.23
							(261.22) (186.12) (377.09) 113.82 (149.01)
	lncrease/(decrease)inprovisions						(68.28)
	Cash aenerated from oprating activities Income taxPaid( net of refunds) Net cash flow from operating activities CASH FLOW FROM INVESTING ACTIVITIES Acquisition ofproperty, plant and equipment includingcapital work-in-progress						395.29 (67.47)
							327.82
							(18.131
	Proceeds from sale of properv, plant and eauipment Proceeds from sale of intangible assets Proceeds from Investments						19.68 3.04 110.25
	Investments made in fixed deposits Interest income received						(1,587.11) 480.14
	Net cash from/(usedin)investing activities						(992.13)
	CASH FLOW FROM FINANCING ACTIVITIES: Issue of equity shares Cash Pavments for the Principal portion of the lease liability Cash PaYments for the Interest porion of the lease liabilit Finance costpaid Net cash usedinfinancing activities Net increase in cash and cash equivalents(A+B+C) Cash and cash equivalents acquiredpuruant to scheme of arrangements - opening balance Cash and cash eauivalents at the end of the period
							1.00 (43.25) (4.82)
							(10.66)
			cash usedinfinancing activities				(57.73)
			increase in cash and cash equivalents(A+B+C)				(722.04)
							1,246.11
							524.07

Note: The consolidated cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS) 7 statement of cash flows.

==> picture [76 x 75] intentionally omitted <==

For and on behalf of Board of Directors

==> picture [108 x 46] intentionally omitted <==

Place of Signature: New Delhi Date: October 23, 2020

�NDRAUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

Website: www.ndrauto.com Phone No.: 011-66544900

CIN: U29304DL2019PLC347460

Email id: !nfo@ndrauto.com

NACL/LIST /20-21/2310

rd 23 October, 2020 BSE Limited National Stock Exchange of India Ltd. Corporate Relationship Deptt. Exchange Plaza, Plot No.C/1, G-Block PJ Towers, 25th Floor, Dalal Street, Bandra Kurla Complex, Bandra (East), Mumbai - 400 001 Mumbai - 400 051. Script Code No: 543214 Symbol: NDRAUTO (Series: EQ)

Dear Sir/Madam.

Sub= Declaration in respect of Audit Report with modified opinion for the finar.,cial year ended 31st March, 2020

In compliance with the Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular no. CIR/CFD/CMD/56/2016 dated th 27 May, 2016, I hereby declare that the Statutory Auditors of the Company, M/s. Gupta Vigg & Co., Chartered Accountants, have issued an Audit Report with unmodified opinion o.n Audited Standalone Financial Results and qualified opinion on Consolidated Financial Results of the Company for the period ended on 31st March, 2020.

This is for your information and records.

Thanking You,

For NDR Auto Components Limited

� � . Dharam srey Aggrawal Whole Time Director & Chief Financial Officer

Annexure-II

Statement on impact of Audit Qualifications (for audit report with modification opinion} submitted along-with Annual Audited Consolidated Financial Results

Statement	on impat of Audit Qualifications (for audit report with modification opinion} submitted along-with Annual Audited Consolidated Financial Results	on impat of Audit Qualifications (for audit report with modification opinion} submitted along-with Annual Audited Consolidated Financial Results	on impat of Audit Qualifications (for audit report with modification opinion} submitted along-with Annual Audited Consolidated Financial Results	on impat of Audit Qualifications (for audit report with modification opinion} submitted along-with Annual Audited Consolidated Financial Results
	Statement on impact of Audit Qualifications for the period ended March 31, 2020 See Re ulation 33/52 of the SEBI LODR Amendment Re ulations 2016
I.	SI.NO	Particulars	Audited Figures {as reported before adjusting fr qualification) (Currency1:h.in Lakhs except otherwise specified),	Adjusted Figures (audited figures after adjusting fr qualifications) (Currency ; /_n Lakhs except otherwise specified}
	2 3 4 5 6	Total Liabilities	10.469.92 10,480.67 659.06 11.08 18,919.84 1,962.40	NIA NA NIA NA N/A NA
	7 8 ny er 1nanc1a item s) as e t a o riate b·the Mna ment		16 957.44	NA
II	Audit Qualifcation (each audit qualifcation separately): a. Details of Audit Qualification: Following qualiication has been given by the Auditors in the audit repor on Consolidated Financial Statements of the Company: 'We draw attention to the fct that the consolidated financial statements include the Parent Company's share of net prfit afer tax of Rs. 603.10 lakhs and total comprehensive income of Rs: 615.27 !akhs fr the 15 months period ended March 31, 2020, as cnsidered in the consolidated financial statements. in respect of an associate and a joint venture i.e. Bharat Seats Limited and Toyo Sharda India Private Limited, respectively, whose financial statements/ financial information have not been audited. These fnancial statements/ financial informaton are unaudited and have been furished to us by the Management of the Parent Company and our opinion on the cnsolidated financial statements, in so far as it relates to the amounts and disclosures included in rspect of this associate and joint venture, is based solely on such unaudited fnancial statements/ financial information. However, the financial statements/ financial results/ financial information of this associate have been reviewed for a period 3 months (i.e. Januar 1, 2019 to March 31, 2019) for which independent auditor's rport pursuant to the requirements of Regulation 33 of the SEBI {LODR} Regulations, 2015 has been furished to us. And for both, the associate and the joint venture, audited financial statements along with independent auditors' report for a period of 12 months (I.e. April 1, 2019 to Mrch 31, 2020) pursuant to the requirements of Section 143(3) of the Companies Act, 213 have b n furished to us. In our opinion and according to the information and explanation given to us by the management, these financial statements/ financial information of the aforesaid component are material to the consolidated financial statements. We are unable to obtain sufficient and apprpriate audit evidence to determine whether any adjustments wer necessary to the consolidated financial statements In relation to the carring amount of Parent Company's Investment in Bharat Seats Limited and Toyo Sharda India Private Limited as at March 31, 2020 and Parent Company's share of net prfit after tax and other comprehensive income In respect of Bharat Seats Limited and Toyo Sharda India Private Limited for the 15 months period ended March 31, 2020." b. Type or Audit Qualification ; Qualified Opinion c. Frequency of Qualific�tion: First time d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's View: Not Applicable e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management's estimation on the impact of audit qualification: NIL (ii) If management is unable to estimate the impact, reasns for the same: Not applicable (iii) Auditor's Comments on (i) or (Ii) above: Due the inability to obtain sufficient and appropriate audit evidence we are unable determine whether any adjustments were necessary to the consolidated financial statements in relation to the caring amount of Parent Company's investment in Bharat Seats Limited and Toyo Sharda India Private Limited as at March 31, 2020 and Parent Company's share o net profit after tax and other comprehensive income in respect of Bharat Seats Limited and Toyo Sharda India Private Limited for the 15 months period ended March 31, 2020.
Ill.	For Gupta Vigg & Co. Charered Accountants Firm Registrtion \v\ Place of Signature: New Delhi Date: October 23, 2020 For and on behalf of the Board of Directors of NOR Auto Components Limited

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Mr. Rohit Relan ANNEXURE-III

S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing Board, Mr. Rohit Relan, Promoter of the company, has been appointed as an Additional Director of the Company. Mr. Rohit Relan has over 30 years of experience in Automobile industry. His appointment on the Board shall help the company to strategize in strengthening the existing business and governance framework.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Promoter Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	Mr. Rohit Relan is Son of Ms. Sharda Relan and Brother of Mr. Ajay Relan Mr. Rishabh Relan, Mr. Pranav Relan and Mr. Ayush Relan are sons of Mr. Rohit Relan.
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June, 2018	Mr. Rohit Relan is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

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MR. ROHIT RELAN PROFILE

Mr. Relan is Chairman- Managing Director - Bharat Seats Ltd, Director - Sharda Motor Industries Ltd, Toyo Sharda India Private Ltd and Relan Industrial Finance Limited, Toyota Boshoku Relan India Pvt. Ltd.

He is a Chartered Accountant (CPA) and has also undertaken Owner President Program - Harvard Business School and Management Development Program - INSEAD France.

Mr. Relan has over 30 years experience in the manufacturing Industry and experience of collaborating with Japanese and other international partners.

Bharat Seats Ltd, specializes in manufacturing complete seating systems, and other interior & exterior parts for cars, two wheelers, with additional competence in two wheeler frame parts, extruded moulded parts, moulded floor carpets etc. Bharat Seats is a TPM certified Company by JIPM of Japan.

Besides his role in the manufacturing sector, Rohit Relan is also a;

Member of:

• Executive Committee Member – Federation of Indian Chamber of Commerce & Industry (FICCI)

• Co-Chairman – Indo- Japan Business Cooperation Committee (FICCI)

• Senior Vice- President – Indian Arbitration Council (FICCI )

• Automotive Component Manufacturers Association (ACMA) - Member

• Confederation of Indian Industry (CII)- Member

• Senior Vice Chairman – Indian Polyurethane Association (IPUA).

• PHD Chamber of Commerce & Industry

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

• WPO/YPO – Delhi Chapter

He was early this year conferred “The Order of the Rising Sun, Gold Rays with Rosette” by the Government of Japan.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Mr. Rishabh Relan

ANNEXURE-IV

S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing board, Mr. Rishabh Relan has been appointed as an Additional Director of the Company. Mr. Rishabh Relan has rich experience in Business development and Financial Planning. His appointment will strengthen the management of the Company.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Promoter Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	Mr. Rishabh Relan is Son of Mr. Rohit Relan Mr. Rishabh Relan, Mr. Pranav Relan and Mr. Ayush Relan are brothers.
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June,2018	Mr. Rishabh Relan is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

PROFILE RISHABH RELAN

Mr. Rishabh Relan did his graduation- Bachelors in Science in Industrial Engineering from Georgia Institute of Technology, Atlanta, U.S.A and Diploma – 6 Sigma in lean manufacturing from Institute of Industrial Engineering in United States. Mr. Rishabh Relan is 29 years old.

He is Chief Operating officer, of Bharat Seats Limited. Mr. Rishabh Relan is involved in the day to day management and running of the Company with further improvements and growth of the Company as his main agenda. He is responsible for business development and finance planning.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Mr. Pranav Relan

ANNEXURE-V

S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing board, Mr. Pranav Relan has been appointed as an Additional Director of the Company. Mr. Pranav Relan has rich experience in Stock Market and managing internal financial controls,operating controls and compliance controls of company. His appointment will help in strengthening the governance framework.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Promoter Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	Mr. Pranav Relan of Son of Mr. Rohit Relan Mr. Rishabh Relan, Mr. Pranav Relan and Mr. Ayush Relan are brothers.
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June, 2018	Mr. Pranav Relan is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

NACL NDR AUTO COMPONENTS LIMITED Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

PROFILE PRANAV RELAN

Mr. Pranav Relan, 28 years old, is a Graduate in Economics from Emory College of Arts and Sciences, Emory University, Georgia, United States and has also cleared certification examination in “NISM – Series – VIII: Equity Derivatives Certification Examination.

He was Whole time Director of Relan Industrial Finance Limited for a period of three years, from 21[st] July, 2015 to 20[th] July, 2018, a Company having membership of National Stock exchange of India and having membership of Future and Cash market segment.

Currently he is Assistant Chief Operating Officer in Bharat Seats Limited handling internal financial controls, operating controls and compliance controls.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Mr. Ayush Relan ANNEXURE-VI

S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing board, Mr. Ayush Relan has been appointed as an Additional Director of the Company. Mr. Ayush Relan has specialisation business development and new projects. His association will benefit in management of the Company.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Promoter Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	Mr. Ayush Relan of Son of Mr. Rohit Relan Mr. Rishabh Relan, Mr. Pranav Relan and Mr. Ayush Relan are brothers.
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June, 2018	Mr. Ayush Relan is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

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NACL
NDR AUTO COMPONENTS LIMITED
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Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Profile Ayush Relan

Mr Ayush Relan is 28 Years old with a dynamic personality, who is keenly involved in growing the business.

He did his Bachelor of Science in Business Administration with specialisation in Entrepreneurship & Marketing from North Eastern University in Boston, U.S.A. Currently he is Assistant Chief Operating Officer in Bharat Seats Limited responsible for business development and new projects.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Mr. Sanjiv Kapur ANNEXURE-VII	Details of Mr. Sanjiv Kapur ANNEXURE-VII	Details of Mr. Sanjiv Kapur ANNEXURE-VII
S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing board, Mr. Sanjiv Kapur has been appointed as an Additional Director of the Company. Mr. Sanjiv Kapur rich experience in the manufacture of components for the automobile industry and medical equipment. His appointment will be of immense benefit for the Company.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Independent Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	NIL
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June, 2018	Mr. Sanjiv Kapur is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

NACL NDR AUTO COMPONENTS LIMITED Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

PROFILE SANJIV KAPUR

Mr. Sanjiv Kapur is B.Tech (Electrical Engg.) from IIT Delhi and has done MS from UNIV OF WISCONSIN-MADISON, USA. Presently I am associated with Medelec Systems Pvt. Ltd. and NUI CRYSTALS PVT. LTD as director.

He has over 37 years of experience in the Medical Equipment and Devices industry. He is the Promoter/Director of Medelec Systems Pvt. Ltd which is involved in the manufacture of sophisticated medical devices for the domestic and international market.

He has rich experience in the manufacture of components for the automobile industry with a wide exposure to the various technologies involved in manufacturing automobile components including machining, pressed metal components tool room etc.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

Details of Ms. Shyamla Khera ANNEXURE-VIII

S.No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal, death or otherwise	In order to broad base existing board, Ms. Shyamla Khera has been appointed as an Additional Director of the Company. Ms. Shyamla Khera has over 36 years of experience in Banking industry. Her guidance in financial matters will be beneficial to the Company.
2	Date of appointment/cessation (as applicable) Term of appointment	23rdOctober, 2020 Appointed as Additional Director in capacity of Non-Executive Independent Director.
3	Brief profile (in case of appointment)	Profile enclosed
4	Disclosure of Relationships between Directors (in case of Appointment of a Director)	NIL
5	Information as required pursuant to BSE Circular with ref. no. LIST/COM P/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/CML/2018/24, dated 20th June, 2018	Ms. Shyamla Khera is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority.

NACL NDR AUTO COMPONENTS LIMITED

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

CIN: U29304DL2019PLC347460 Website: www.ndrauto.com Email id : info@ndrauto.com Phone No. : 011-66544900

PROFILE SHYAMLA KHERA

Ms. Shyamla Khera has over 38 years of experience in Banking, including a 7 years stint with SBI Capital Markets and 8 year stint with Kotak Investment Banking (Kotak Mahindra Capital Company)

She had joined State Bank of India as a Probationary Officer in 1977 and worked with them for 22 years. Ms. Khera gained considerable experience in both operations and general management by virtue of heading branches as well various functional departments in the administrative office. The tenure included a 7 years stint with SBI Capital Markets where I specialized in managing equity offerings specially IPOs.

Ms. Khera joined Centurion Bank in 1999 to head all their businesses for the Northern Region and worked across all products of the Bank and managed an asset portfolio with minimal NPAs.

Ms. Khera joined Kotak Mahindra Bank in 2003 to head their Corporate Banking business for the North and set up the business vertical and built a fairly sizeable asset book with no NPAs.

Ms. Khera was inducted into the Kotak Investment Banking business in 2005 when she joined Kotak Mahindra Capital Company to head their Government and PSU business, and was instrumental in winning majority of the mandates from the Government and PSU sector and was closely associated with large deals like Coal India IPO, NTPC FPO and OFS, PGC IPO and FPO, BHEL Block deal, Maruti block deals, etc.

Ms. Khera retired from KMCC in 2013 and currently working with KMCC as a consultant.