NDR Auto Components Limited — Major Shareholding Notification 2025

Sep 22, 2025

ROHIT RELAN FAMILY TRUST

25, Sardar Patel Marg, Chanakyapuri, New Delhi - 110021 Phone: +91 9810031505 Email: rohit@rrelan.com

20[th] September, 2025

	National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E) Mumbai – 400051, India Symbol: NDRAUTO ISIN : INE07OG01012	BSE Limited Phiroze Jeejeebhoy Towers Dalal Street,Mumbai – 400001, India Scrip Code: 543214 ISIN : INE07OG01012	The Compliance Officer NDR Auto Components Limited Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037

Subject: Disclosure under Regulation 10(5) – Intimation to stock exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/Madam,

Pursuant to Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“ SAST Regulations ”), this is to inform you that we, Rohit Relan Family Trust(“ Acquirer ”), propose to acquire 1,73,95,361 (73.13%) equity shares of Rs.10/- each of NDR Auto Components Limited(“ Target Company ”), a Company incorporated on 19[th] March 2019 under the provisions of Companies Act, 2013, having its registered office at Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi, 110037, on or after September 26, 2025. The equity shares of the Target Company are listed on the BSE Limited and National Stock Exchange of India Limited.

Necessary disclosure in prescribed format is attached and marked as Annexure-1 .

We would like to inform you that our trust has been granted exemption from complying with the requirements of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011 with respect to the proposed acquisition of said equity shares is pursuant to the exemption granted by the SEBI vide its exemption order no. WTM/KCV/CFD/02/2025-26 dated August 13, 2025 under Regulation 11(5) of SAST Regulations. The copy of the exemption order is enclosed as Annexure-2 .

Kindly take this disclosure on your record and disseminate.

Yours Faithfully, Rohit Relan Family Trust

ROHIT Digitally signed by ROHIT RELAN RELAN Date: 2025.09.20 09:28:07 +05'30' Rohit Relan (Managing Trustee)

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ROHIT RELAN FAMILY TRUST

25, Sardar Patel Marg, Chanakyapuri, New Delhi - 110021 Phone: +91 9810031505 Email: rohit@rrelan.com

Annexure 1

– Disclosure under Regulation 10(5) Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	Name of the Target Company (TC)	NDR Auto Components Limited (“Target Company”)
2.	Name of the acquirer(s)		Rohit Relan Family Trust (“Acquirer/Transferee”)
3.	Whether the acquirer(s) is/ are promoters of the TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters		No, the Acquirer was not named as a promoter/promoter group. The Acquirer, Rohit Relan Family Trust, is controlled by the members belonging to the promoter and promoter group of the Target Company. The Acquirer shall be forming part of the Promoters of the Target Company. Pursuant to proposed acquisition by the Acquirer, the Acquirer shall directly acquire control over the Target Company. However, there will not be any effective change of control over the Target Company even after the proposed acquisition. The Pre-acquisition and post-acquisition shareholding of promoter and promoter group will remain the same.
4.	Details of theproposed acquisition
	a.	Name of the person(s) from whom shares are to be acquired	1. Mr. Rohit Relan 2. Mr. Rohit Relan (jointly with Ms. Ritu Relan) 3. Ms. Ritu Relan (jointly with Mr. Rohit Relan) 4. Mr. Ayush Relan 5. Mr. Ayush Relan (jointly with Mr. Rohit Relan) 6. Mr. Pranav Relan 7. Mr. Pranav Relan (jointly with Mr. Rohit Relan) 8. Mr. Rishabh Relan 9. Mr. Rishabh Relan (jointly with Mr. Rohit Relan) (each a “Transferor”)
	b.	Proposed date of acquisition	On or after September 26, 2025

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ROHIT RELAN FAMILY TRUST

25, Sardar Patel Marg, Chanakyapuri, New Delhi - 110021 Phone: +91 9810031505 Email: rohit@rrelan.com

	c.	Number of shares to be acquired from each person mentioned in 4(a) above	Rohit Relan – 97,23,948 Rohit Relan Jt. Ritu Relan – 17,37,830 Ritu Relan Jt. Rohit Relan – 29,82,221 Ayush Relan – 9,36,528 Ayush Relan Jt. Rohit Relan – 48,606 Pranav Relan – 9,42,212 Pranav Relan Jt. Rohit Relan – 41,106 Rishabh Relan – 9,42,540 Rishabh Relan Jt. Rohit Relan – 40,370
	d.	Total shares to be acquired as % of share capital of TC	1,73,95,361 (i.e. 73.13%) equity shares of the Target Company.
	e.	Price at which shares are proposed to be acquired	Nil, the proposed transaction is by way of inter- se transfer between Promoter/ Promoter Group and a Trust which is controlled by the members belonging to Promoter and Promoter Group of the Target Company for the benefit of members of promoters’ family and their lineal descendants without any consideration pursuant to the exemption granted by SEBI vide its exemption order no. WTM/KCV/CFD/02/2025-26 dated August 13, 2025. However, transferors will execute gift deeds in favour of transferee.
	f.	Rationale, if any, for the proposed transfer	The proposed inter-se transfer of shares is pursuant to an internal re-organization/ succession planning within the promoter’s family for the benefit of members of promoters’ family and their lineal descendants.
5.	Relevant sub-clause of regulation 10(1)(a) under which the acquirer is exempted from making open offer		Not applicable, since the proposed acquisition of the said equity shares will be pursuant to the exemption order granted by SEBI vide its exemption order no. WTM/KCV/CFD/02/2025-26 dated August 13, 2025 under Regulation 11(5) of SAST Regulations.
6.	If, frequently traded, volume weighted average market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period.		Not Applicable

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ROHIT RELAN FAMILY TRUST

25, Sardar Patel Marg, Chanakyapuri, New Delhi - 110021 Phone: +91 9810031505 Email: rohit@rrelan.com

7.	If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8.	If in-frequently traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8.	Not Applicable	Not Applicable	Not Applicable	Not Applicable
8.	Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as applicable.		Not Applicable since the proposed acquisition is by way of a gift pursuant to exemption granted by SEBI vide its exemption order (enclosed as Annexure-2)
9.	Declaration by the acquirer, that the transferor and transferee have complied / will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations 1997)		The Transferors have complied and both The Transferors and Transferee will comply with applicable disclosure requirements in Chapter V of the SEBI SAST Regulations (corresponding provisions of the repealed Takeover Regulations, 1997)
10.	Declaration by the acquirer that all the conditions specified under regulation 10(1)(a) with respect to exemptions has been duly complied with.		Not applicable, since the proposed acquisition of the said equity shares will be pursuant to the exemption order granted by SEBI vide its exemption order no. WTM/KCV/CFD/02/2025-26 dated August 13, 2025 under Regulation 11(5) of the SAST Regulations.
11.	Shareholding details		Before the proposed transaction		After the proposed transaction
			No. of shares /voting rights	% w.r.t total share capit al of TC	No. of shares /voting rights	% w.r.t total share capital of TC
	a	Acquirer(s)and PACs(other than sellers) (*)
		Rohit Relan FamilyTrust(Acquirer)	-	-	1,73,95,361	73.13
		PAC(excludingsellers)	Nil	Nil
		Total	Nil	Nil	1,73,95,361	73.13
	b	Seller(s)
		Rohit Relan	97,23,948	40.88	Nil	Nil
		Rohit Relan Jt. Ritu Relan	17,37,830	7.31	Nil	Nil
		Ritu Relan Jt. Rohit Relan	29,82,221	12.54	Nil	Nil
		Ayush Relan	9,36,528	3.94	Nil	Nil
		Ayush Relan Jt. Rohit Relan	48,606	0.20	Nil	Nil
		Pranav Relan	9,42,212	3.96	Nil	Nil
		Pranav Relan Jt. Rohit Relan	41,106	0.17	Nil	Nil

4

ROHIT RELAN FAMILY TRUST

25, Sardar Patel Marg, Chanakyapuri, New Delhi - 110021 Phone: +91 9810031505 Email: rohit@rrelan.com

		Rishabh Relan	9,42,540	3.96	Nil	Nil
		Rishabh Relan Jt. Rohit Relan	40,370	0.17	Nil	Nil
		Total	1,73,95,361	73.13	Nil	Nil

Note:

(*) Shareholding of each entity may be shown separately and then collectively in a group.

On Behalf of Rohit Relan Family Trust Acquirer ROHIT Digitally signed by ROHIT RELAN RELAN Date: 2025.09.20 09:28:37 +05'30' Rohit Relan (Managing Trustee)

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Annexure-2

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WTM/KCV/CFD/02/2025-26 SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER

UNDER SUB-SECTION (1) OF SECTION 11 AND CLAUSE (h) OF SUB-SECTION (2) OF SECTION 11 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH SUB-REGULATION (5) OF REGULATION 11 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN

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TARGET COMPANY PROPOSED ACQUIRER
NDR Auto Components Limited Rohit Relan Family Trust
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Background

1. NDR Auto Components Target Company a company incorporated on March 19, 2019 under the provisions of the Companies Act, 2013, has its registered office at Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, South West Delhi, New Delhi - 110037. The equity shares of the Target Company are listed on the BSE Ltd and National Stock Exchange of India Ltd.

2. An Application dated April 17, 2025 (hereinafter Application seeking exemption from the applicability of the provisions of regulation 3 read with regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) SAST Regulations, 2011 was received by SEBI from Mr.

Rohit Relan, in his capacity as the trustee of the Rohit Relan Family Trust Acquirer Trust or Proposed Acquirer in the

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matter of proposed direct acquisition of shares and voting rights in the Target Company by the Acquirer Trust.

Details of the proposed acquisition :

1. The Acquirer Trust vide the Application has submitted the following:

2. (a) The issued and paid-up share capital of the Target Company is INR 23,78,53,040/- divided into 2,37,85,304 equity shares of INR 10/- each. The shareholding pattern of the Target Company, as on the date of Application, is as under:

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Shareholding in the Target Company
Sr. Name No. of shares %
No. shareholding
Promoters and Promoter Group
1. Rohit Relan 97,23,948 40.88
2. Rohit Relan Jt. Ritu Relan 17,37,830 7.31
3. Ritu Relan Jt. Rohit Relan 29,82,221 12.54
4. Ayush Relan 9,36,528 3.94
5. Ayush Relan Jt. Rohit Relan 48,606 0.20
6. Pranav Relan 9,42,212 3.96
7. Pranav Relan Jt. Rohit Relan 41,106 0.17
8. Rishabh Relan 9,42,540 3.96
9. Rishabh Relan Jt. Rohit Relan 40,370 0.17
Total Promoter Shareholding (A) 1,73,95,361 73.13
B. Public shareholding 63,89,943 26.87
C. Non Promoter-Non Public - -
(shares held by Employee Trust)
Total Shareholding (A+B+C) 2,37,85,304 100.00
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(b) Rohit Relan Family Trust, settled under the provisions of the Indian Trusts Act, 1882 vide registered trust deed dated March 05, 2025 is an irrevocable,

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discretionary, private trust. The details of the Settlors, Trustees and Beneficiaries of the Acquirer Trust are tabulated below:

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Rohit Relan Family Trust
Particulars Person Relationship with Settlor/
Transferor
Self and Promoter of the Target
Mr. Rohit Relan
Company
Spouse of Mr. Rohit Relan and
Mrs. Ritu Relan
Promoter of the Target Company
Settlor/ Son of Mr. Rohit Relan and
Mr. Rishabh Relan
Transferor Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Pranav Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Ayush Relan
Promoter of the Target Company
Self and Promoter of the Target
Mr. Rohit Relan
Company
Spouse of Mr. Rohit Relan and
Mrs. Ritu Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Trustees Mr. Rishabh Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Pranav Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Ayush Relan
Promoter of the Target Company
Self and Promoter of the Target
Mr. Rohit Relan
Company
Spouse of Mr. Rohit Relan and
Mrs. Ritu Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Rishabh Relan
Promoter of the Target Company
Beneficiaries Son of Mr. Rohit Relan and
Mr. Pranav Relan
Promoter of the Target Company
Son of Mr. Rohit Relan and
Mr. Ayush Relan
Promoter of the Target Company
Lineal Descendants of Mr. Lineal descendants of Promoters of
Rishabh Relan, Mr. Pranav the Target Company
Relan and Mr. Ayush Relan
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• (c) The Acquirer Trust proposes to acquire interest in the Target Company directly from the promoter of the Target Company. Pursuant to the proposed acquisition of shares and voting rights, the Acquirer Trust shall directly acquire control over the Target Company.

• (d) The direct acquisition of shares and voting rights in the Target Company by the Acquirer Trust is proposed to take place in the following manner:

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Sr. Transferor Acquirer Number of %
No. Shares shareholding
1. Rohit Relan RR Trust 97,23,948 40.88
2. Rohit Relan Jt. Ritu Relan RR Trust 17,37,830 7.31
3. Ritu Relan Jt. Rohit Relan RR Trust 29,82,221 12.54
4. Ayush Relan RR Trust 9,36,528 3.94
5. Ayush Relan Jt. Rohit RR Trust
48,606 0.20
Relan
6. Pranav Relan RR Trust 9,42,212 3.96
7. Pranav Relan Jt. Rohit RR Trust
41,106 0.17
Relan
8. Rishabh Relan RR Trust 9,42,540 3.96
9. Rishabh Relan Jt. Rohit RR Trust
40,370 0.17
Relan
Total 1,73,95,361 73.13
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• (e) Pursuant to the proposed acquisition of shares and voting rights by the Acquirer Trust, the Acquirer Trust shall directly acquire control over the Target Company.

• (f) There would be no alteration in total equity share capital of the Target Company as a result of the proposed acquisition. The shareholding pattern of the Target Company, before and after the proposed acquisition, will be as under:

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Shareholding before Proposed Transaction Shareholding affter
the proposed the proposed
Particulars acquisition acquisition
No. of % of No. of % of No. of % of
Shares shares Shares shares Shares shares
Promoters and Promoter Group (other than Acquirer)
Rohit Relan 97,23,948 40.88 (97,23,948) (40.88) - -
Rohit Relan Jt. 17,37,830 7.31 (17,37,830) (7.31) - -
Ritu Relan
Ritu Relan Jt. 29,82,221 12.54 (29,82,221) (12.54) - -
Rohit Relan
Ayush Relan 9,36,528 3.94 (9,36,528) (3.94) - -
Ayush Relan Jt. - -
48,606 0.20 (48,606) (0.20)
Rohit Relan
Pranav Relan 9,42,212 3.96 (9,42,212) (3.96) - -
Pranav Relan Jt.
41,106 0.17 (41,106) (0.17) - -
Rohit Relan
Rishabh Relan 9,42,540 3.96 (9,42,540) (3.96) - -
Rishabh Relan
40,370 0.17 (40,370) (0.17) - -
Jt. Rohit Relan
Total (A) 1,73,95,361 73.13 (1,73,95,361) (73.13) - -
Acquirer Trust
RR Trust - - 1,73,95,361 73.13 1,73,95,361 73.13
Total (B) - - 1,73,95,361 73.13 1,73,95,361 73.13
Total (A+B) 1,73,95,361 73.13 - - 1,73,95,361 73.13
Public
Public 26.87
63,89,943 26.87 - - 63,89,943
shareholding (C)
Non-promoter & Non-public
Non-promoter & - - - - - -
Non-public (D)
TOTAL 2,37,85,304 100.00 - - 2,37,85,304 100.00
A+B+C+D
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• (g) The abovementioned direct acquisition of shares and voting rights by the Acquirer Trust in the Target Company would attract the applicability of the provisions of regulations 3 and 4 of the SAST Regulations, 2011. Vide the Application, the Acquirer Trust has sought exemption from SEBI in respect of the same.

Grounds for seeking exemption

1. Vide the Application, the Acquirer Trust has, inter alia, stated the following grounds for seeking exemption from the applicability of provisions of regulations 3 and 4 of the SAST Regulations, 2011:

2. (a) The proposed acquisition is internal reorganization of the shareholding of the Target Company

3. (b) The proposed acquisition is in the nature of a non-commercial transaction and will not prejudice the interest of the public shareholders of the Target Company. There will also be no change in the public shareholding of the Target Company.

4. (c) The proposed acquisition is only intended to streamline succession and welfare of the family members and their lineal descendants.

5. (d) The proposed transfer of shares of the Target Company is not to any third party, but to a private family trust, whose trustees and beneficiaries are family members of the individual promoters and their lineal descendants.

6. (e) There will not be any effective change of control over the Target Company even after completion of the proposed acquisition, the Acquirer Trust in substance will only be a consequently, there will be no effective change of ownership or control of shares or voting rights in the Target Company.

7. (f) The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts

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• (Regulation) Rules, 1957 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• (g) The Proposed Acquisition complies with all the conditions of exemptions mentioned in Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16,2023 which contains the following clauses:

• (i) The Acquirer Trust is in substance, only a mirror image of the ownership or control of the shares or voting rights in the Target Company.

• (ii) Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries of the Acquirer Trust.

• (iii) The beneficial interest of the beneficiaries of the Acquirer Trust has not been and will not in the future, be transferred, assigned or encumbered in any manner including by way of pledge/mortgage.

• (iv) In case of dissolution of the Acquirer Trust, the assets will be distributed only to the beneficiaries of the Acquirer Trust or to their legal heirs.

• (v) The trustees will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves.

• (vi) Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by the Acquirer Trust shall be disclosed within 2 days to the concerned stock exchanges with a copy endorsed to SEBI for its record.

• (vii) As far as the provisions of the SEBI Act, 1992 and the regulations framed thereunder are concerned, the ownership or control of shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries.

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• (viii) The liabilities and obligations of individual transferors under the SEBI Act, 1992 and the regulations framed thereunder will not change or get diluted due to transfers to the Acquirer Trust.

• (ix) The Acquirer Trust shall confirm, on an annual basis, that it is in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• (x) The Acquirer Trust shall get its compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records.

• (xi) The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws.

• (xii) The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to the Proposed Acquisition (except for holding on account of inheritance).

• (xiii) There is no layering in terms of trustees / beneficiaries in case of the Acquirer Trust

• (xiv) The Trust deed agreement does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act, 1992 and all regulations framed thereunder.

• The Acquirer Trust has also provided undertakings regarding compliance with the criteria stipulated in guidelines stated in Chapter 8 of the Master Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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Consideration

1. I have considered the Application submitted by the Acquirer Trust and other material available on record. Before I proceed further, I deem it fit to draw reference to provisions of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011, which provide as under:

Substantial acquisition of shares or voting rights .

3(1). No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.

Acquisition of control.

4. Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accord

1. Without reiterating the facts as stated above, I note the following:

2. (a) The Application submitted is in respect of the proposed direct acquisition of shares and voting rights in the Target Company, i.e., NDR Auto Components Limited . The proposed acquisition as detailed above, which are to be made by the Acquirer Trust, will lead to direct acquisition of control of the Target Company and will attract the provisions of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011.

3. (b) The proposed acquisition is in furtherance of an internal reorganization within the Promoter Family and is intended to streamline succession and

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promote welfare of Promoter Family. The proposed direct acquisition would be a non-commercial transaction which would not affect or prejudice the interests of the public shareholders of the Target Company in any manner.

• (c) The trustees and the beneficiaries of the Acquirer Trust are either individual promoters, or their immediate family relatives or lineal descendants.

• (d) There will be no change in control of the Target Company pursuant to the proposed acquisition, as stipulated under Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16,2023.

• (e) The pr ~~e a~~ cquisition and post ~~a~~ cquisition shareholding of the promoters and promoter group in the Target Company will remain the same.

• (f) There will be no change in the public shareholding of the Target Company.

• (g) The Target Company shall continue to be in compliance with the Minimum Public Shareholding requirements under the Securities Contracts (Regulation) Rules, 1957 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• (h) The Acquirer Trust has confirmed that it is in compliance with the conditions outlined in Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD1/P/CIR/2023/31 dated February 16,2023, as mentioned at sub-para (g) of para 4 above.

• Considering the aforementioned, I am of the view that exemption as sought for in the Application may be granted to the Acquirer Trust, subject to certain conditions as ordered herein below.

ORDER

1. I, in exercise of powers conferred upon me under section 19 read with sub-section (1) of section 11 and clause (h) of sub-section (2) of section 11 of the SEBI Act, 1992 and sub-regulation (5) of regulation 11 of the SAST Regulations, 2011, hereby grant exemption to the Proposed Acquirer, viz., Rohit Relan Family Trust , from complying with the requirements of sub-regulation (1) of regulation 3 and regulation 4 of the SAST Regulations, 2011 with respect to the proposed

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direct acquisition in the Target Company, viz., NDR Auto Components Limited , by way of proposed transaction as mentioned in the Application.

1. The exemption so granted is subject to the following conditions:

2. (a) The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws.

3. (b) On completion of the proposed acquisition, the Proposed Acquirer shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the SAST Regulations 2011.

4. (c) The statements / averments made or facts and figures mentioned in the Application and other submissions by the Proposed Acquirer are true and correct.

5. (d) The Proposed Acquirer shall ensure compliance with statements, disclosures and undertakings made in the Application. The Proposed Acquirer shall also ensure compliance with provisions of Chapter 8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16,2023.

6. (e) The Proposed Acquirer shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions. In such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.

7. The exemption granted above is limited to requirements of making open offer under the SAST Regulations, 2011 and shall not be construed as exemption from the disclosure requirements under Chapter V of the aforesaid Regulations; compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations.

8. The exemption granted above from making an open offer in respect of the Proposed Acquisition shall remain valid for a period of one (1) year from the date

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of this Order and the Proposed Acquirer shall complete the implementation of the Proposed Acquisition within such period, failing which the granted exemption shall lapse and cease to exist.

1. The Application dated April 17, 2025 read with other submissions, filed by Rohit Relan Family Trust, is accordingly disposed of.

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PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: AUGUST 13, 2025 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

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