NDR Auto Components Limited — Proxy Solicitation & Information Statement 2022

Nov 15, 2022

NDR AUTO COMPONENTS LIMITED

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

15.11.2022

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

Sub: Disclosure under Regulation 30 of event or information under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Postal Ballot Notice, cut-off date and e-voting

Dear Sir/Ma'am,

This has reference to our disclosure dated November 9, 2022 intimating the Stock Exchanges regarding the approval by the Board of Directors to conduct the postal ballot for the purpose of seeking approval of Members for re-classification of the following promoters from the category 'promoter group' to 'public' in term of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

S. No.	Name of Identified Promoter / Promoter	Number of shares held
	Grouptobereclassifiedas"public	asonletterdated
	shareholder"	01.11.2022
1	Mr. Ajay Relan	Nil
2	Ms. Sharda Relan	Nil
3	Ms. Mala Relan	Nil
4	Mr. AashimRelan	Nil
5	Ms. Indira Chaudhary jointly with Alka Kakkar	53,037

The Postal Ballot Notice dated November 9, 2022 for seeking the approval of the Members for the aforesaid business is enclosed.

In accordance with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs, the Postal Ballot Notice is being sent only in electronic form to Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') as on November 11, 2022 (cut-off date) and who have registered their e-mail addresses with the Company/Depositories.

The approval of Members is sought by way of ordinary resolution for the special business set out in the Notice through electronic means (e-voting) only.

NDR AUTO COMPONENTS LIMITED

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

The Company has engaged the services of NSDL, to provide e-voting facility to all the Members. The evoting shall commence from Wednesday, November 16, 2022 from 9.00 a.m. (IST) and shall end on Thursday, December 15, 2022 till 5.00 p.m. (IST). The results of the Postal Ballot will be announced on or before Saturday, December 17, 2022.

The Postal Ballot Notice along with the explanatory statement and instructions for e-voting are also available of the website of the Company and on the website of NSDL at: www.evoting.nsdl.com

Kindly take the same on your record.

Thanking You,

For NDR AUTO COMPONENTS LIMITED Rajat Bhandari Executive Director and Company Secretary DIN: 02154950 RAJAT BHANDARI Digitally signed by RAJAT BHANDARI Date: 2022.11.15 21:28:35 +05'30'

NDR Auto Components Limited CIN: L29304DL2019PLC347460

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 | Email: cs@ndrauto.com | website: www.ndrauto.com

Postal Ballot Notice

(Pursuant To Section 110 of the Companies Act, 2013)

e-VOTING COMMENCES ON: Wednesday, November 16, 2022	e-VOTING ENDS ON: Thursday, December 15, 2022 Time: 5:00PM (IST)
Time: 9:00AM (IST)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('Act'), read with the Companies (Management and Administration) Rules, 2014, ('Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as 'the MCA Circulars') and other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force) that the special business as set out below is proposed to be passed by the Members of NDR Auto Components Limited ('Company'), by the process of Postal Ballot through electronic means (e-voting) only.

An Explanatory Statement under Section 102(1) of the Act setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed.

The Board of Directors has appointed Mr. R. S. Bhatia, Practicing Company Secretary (holding Membership No. FCS 2599 and CP No.2514), and failing him, Mr. Hardev Singh, Company Secretary in Practice, (Membership Number: FCS 6673, CP No.3317), as a Scrutinizer(s) for conducting the postal ballot process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations and MCA Circulars, the Company is offering facility of

E-voting to all Members to enable them to cast their votes electronically. Members are requested to follow the procedure as stated in the Notes in this regard.

The Scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the Postal Ballot will be announced on or before December 17, 2022 and would be displayed on the website of the Company: www.ndrauto.com and will be communicated to the Stock Exchanges where the Company's equity shares are listed, the Depository and the Registrar and Share Transfer Agent.

Special Business:

Re-classification of Promoter/ Promoter Group to Public Category

To consider and, if thought fit, to give assent or dissent to the following resolution to be passed as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 31A SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations") and any other relevant provisions, including any modification(s) or re-enactments thereof for the time being in force, and subject to necessary approval from the Stock Exchanges and other appropriate statutory authorities, as may be necessary, the approval of the members be and is hereby accorded for re-classification of following persons presently forming part of Promoter Group from "Promoter & Promoter Group Category" to "Public Category".

S. No.	Name of promoter seeking reclassification	No. of shares held	% of holding
1	Mr. Ajay Relan	Nil	Nil
2	Ms. Mala Relan	Nil	Nil
3	Mr. Aashim Relan	Nil	Nil
4	Ms. Sharda Relan	Nil	Nil
5	Ms. Indira Choudhary jointly with Alka	53,037	0.89%
	Kakkar

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary proper and expedient to give effect to the foregoing resolution."

By and on behalf of the Board For NDR AUTO COMPONENTS LIMITED

Rajat Bhandari Executive Director and Company Secretary Mem. No.: ACS No. A7971

Place: Gurugram Date: Registered Office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 November 9, 2022

Notes:

• 1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 in regard to the special business to be transacted is annexed hereto.
• 1. In accordance with the MCA circulars, the Postal Ballot Notice is being sent only in electronic form to Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') as on November 11, 2022 (cut-off date) and who have registered their e-mail addresses with the Company/Depositories. The Postal Ballot Notice has also been placed on the websites of the Company and NSDL. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA circulars.
• 1. Member(s) whose names appear on the Register of Members/List of Beneficial Owners as on the cut-off date will be considered for e-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

Members holding	This postal ballot notice is issued electronically to Members whose e
shares in physical	mail addresses are available and registered in the records of the
mode	Registrar and Transfer Agent.
Members holdingshares in demat mode	This postal ballot notice is issued electronically to Members whose email addresses are available and registered in the records of theDepositories.

1. Service of Postal Ballot Notice electronically:

2. In compliance with the provisions of Section 108 and 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars issued from time to time, the Company provides the Members the facility to exercise their right to vote by electronic means through e-voting services provided by National Securities Depository Limited (NSDL). The instructions for e-voting are annexed to this Notice.

Remote e-voting timeline:

Commencement of e-voting	November 16, 2022 from 9.00 a.m. (IST)
Conclusion of e-voting	December 15, 2022 till 5.00 p.m. (IST)

• 1. A Member cannot exercise his/her vote through proxy on Postal Ballot.
• 1. The resolution, if passed with requisite majority by the Members through Postal Ballot shall be deemed to be passed on the last date of the voting period i.e. on December 15, 2022 and shall be deemed to have been passed as if they have been passed at a general meeting of the Members convened in that behalf.
• 1. The Company has appointed Mr. R.S. Bhatia, Company Secretary in Practice, (Membership Number: FCS 2599, CP No. 2514) and failing him, Mr. Hardev Singh, Company Secretary in Practice, (Membership Number: FCS 6673, CP No.3317) to act as the Scrutinizer, to scrutinize the entire evoting process in a fair and transparent manner.
• 1. Relevant documents referred to in the Postal Ballot Notice and the Statement under Section 102 of the Act are available for inspection by the Members at the Registered Office of the Company during 11:00 a.m. to 5:00 p.m. on all working days (Monday - Friday) till the last date for e-voting. Members seeking inspection may send an e-mail to cs@ndrauto.com.

10. The instructions for E-voting are as under:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	1.Existing IDeASuser can visit the e-Services website of NSDL
holding securities in demat	Viz.https://eservices.nsdl.comeitheronaPersonal
mode with NSDL.	Computer or on a mobile. On the e-Services home page
	click on the "Beneficial Owner" icon under "Login" which
	is available under 'IDeAS' section , this will prompt you to

	enter your existing User ID and Password. After successfulauthentication, you will be able to see e-Voting servicesunder Value added services. Click on "Access to e-Voting"under e-Voting services and you will be able to see e-Votingpage. Click on company name or e-Voting service provideri.e. NSDL and you will be re-directed to e-Voting website ofNSDL for casting your vote during the remote e-Votingperiod.2.If you are not registered for IDeAS e-Services, option to
	register is available at https://eservices.nsdl.com. Select"RegisterOnlineforIDeASPortal"orclickat
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once thehome page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member'section. A new screen will open. You will have to enter yourUser ID (i.e. your sixteen digit demat account number holdwith NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, youwill be redirected to NSDL Depository site wherein you cansee e-Voting page. Click on company name or e-Votingservice provider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during theremote e-Voting period.4.Shareholders/Members can also download NSDL MobileApp "NSDL Speede" facility by scanning the QR codementioned below for seamless voting experience.
Individual Shareholders	1.Users who have opted for CDSL Easi / Easiest facility, can
holding securities in demat	login through their existing user id and password.
mode with CDSL	Option will be made available to reach e-Voting page
	without any further authentication. The users to login Easi
	/EasiestarerequestedtovisitCDSLwebsite
	www.cdslindia.com and click on login icon & New System

		Myeasi Tab and then user your existing my easi username& password.
	2.	After successful login the Easi / Easiest user will be able tosee the e-Voting option for eligible companies where theevoting is in progress as per the information provided bycompany. On clicking the evoting option, the user will beable to see e-Voting page of the e-Voting service providerfor casting your vote during the remote e-Voting period.Additionally, there is also links provided to access thesystem of all e-Voting Service Providers, so that the usercan visit the e-Voting service providers' website directly.
	3.	If the user is not registered for Easi/Easiest, option toregister is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then clickon registration option.
	4.	Alternatively, the user can directly access e-Voting page byproviding Demat Account Number and PAN No. from a eVoting link available on www.cdslindia.com home page.The system will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be ableto see the e-Voting option where the evoting is in progressand also able to directly access the system of all e-VotingService Providers.
Individual Shareholders(holding securities in dematmode) login through theirdepository participants	You can also login using the login credentials of your demat accountthrough your Depository Participant registered with NSDL/CDSL fore-Voting facility. upon logging in, you will be able to see e-Votingoption. Click on e-Voting option, you will be redirected toNSDL/CDSLDepositorysiteaftersuccessfulauthentication,wherein you can see e-Voting feature. Click on company name ore-Voting service provider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the remote eVoting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities	Members facing any technical issue in login can contact
in demat mode with NSDL	NSDL helpdesk by sending a request at evoting@nsdl.co.in
	or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities	Members facing any technical issue in login can contact CDSL
in demat mode with CDSL	helpdeskbysendingarequestat
	helpdesk.evoting@cdslindia.com or contact at 1800 22 55
	33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to

Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL	Your User ID is:
or CDSL) or Physical
a) For Members who hold shares in demataccount with NSDL.	8 Character DP ID followed by 8 Digit ClientIDFor example if your DP ID is IN300*** andClient ID is 12****** then your user ID isIN30012***.
b) For Members who hold shares in demataccount with CDSL.	16 Digit Beneficiary IDForexampleifyourBeneficiaryIDis12************** then your user ID is12**************

c) For Members holding shares in PhysicalForm.	EVEN Number followed by Folio Numberregistered with the companyFor example if folio number is 001*** and
	EVENis101456thenuserIDis101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rsbhatiacs@aol.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to Company/RTA email id at cs@ndrauto.com/beetalrta@gmail.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id at cs@ndrauto.com/beetalrta@gmail.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013

There was demerger of seating division/business of Sharda Motor Industries Limited (a Company belonging to Mr. Ajay Relan Group) through a Scheme of Arrangement which was approved by the Hon'ble NCLT Delhi Bench. Post demerger said division was merged with NDR Auto Components Limited (NACL) which was a resultant Company. As per Memorandum of Family Settlement (MOFS) dated 22nd February, 2019, NACL became a part of Rohit Relan group and thus is now controlled by Mr. Rohit Relan and family. Accordingly, the complete shares held by Mr. Ajay Relan and family, Ajay Relan HUF, Mrs. Sharda Relan and ND Relan HUF were transferred to Mr. Rohit Relan group. Relevant disclosure in this regard has already been given to the Stock Exchanges.

Pursuant to Regulation 31A and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had received requests for reclassification from Mr. Ajay Relan, Ms. Sharda Relan, Ms. Mala Relan, Mr. Aashim Relan and Ms. Indira Choudhary (jointly with Ms. Alka Kakkar) to reclassify them from "Promoter Category" to "Public Category" and they hold less than 1 percent of shareholding in the Company as on date.

In compliance with the provisions of Regulation 31A(3)(b) of the Listing Regulations, Mr. Ajay Relan, Ms. Sharda Relan, Ms. Mala Relan, Mr. Aashim Relan and Ms. Indira Choudhary (jointly with Ms. Alka Kakkar) have confirmed that:

a. They do not hold more than ten percent of the total voting rights in the company. The present shareholding of all the above named persons is 0.89%,

b. They do not exercise control over the affairs of the company, directly or indirectly.

c. They do not have any special rights with respect to the company through formal or informal arrangements including through any shareholder agreements.

d. They are not being represented on the board of directors (including not having a nominee director) of the Company

e. They do not act as a key managerial person of the Company

f. They are not 'wilful defaulter(s)' as per the Reserve Bank of India Guidelines

g. They are not fugitive economic offender

h. There is no pending regulatory action against them.

Further they have also confirmed that they shall continue to comply with the conditions mentioned at sub-clauses (i), (ii) and (iii) of clause (b) of Regulation 31A (3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 at all times from the date of re-classification, failing which, they shall be reclassified as promoter / persons belonging to the promoter group of the company.

They confirmed that they shall comply with the conditions mentioned in the of sub-clauses (iv) and (v) of clause (b) of Regulation 31A(3) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for a period of not less than three years from the date of reclassification, failing which, they shall be reclassified as promoter/person belonging to promoter group of the company.

The Board in its meeting held on November 9, 2022 analyzed and approved the said requests, subject to the member's approval and subsequent approval of the Stock Exchanges.

None of the Directors/KMP of the Company/their relatives are, except Mr. Rohit Relan, Mr. Rishabh Relan, Mr. Pranav Relan, Mr. Ayush Relan and Ms Ritu Relan (being relatives) are in any way, concerned or interested, financially or otherwise, in this resolution as set out in item of this Notice.

It is clarified that above said promoters/persons seeking reclassification and persons related to them will not vote in favour of the resolution.

The Board recommends the resolution for the approval of members as set out in the Notice as an ordinary resolution.

By and on behalf of the Board For NDR AUTO COMPONENTS LIMITED

Rajat Bhandari Executive Director and Company Secretary Mem. No.: ACS No. A7971

Place: Gurugram Date: Registered Office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 November 9, 2022