NDR Auto Components Ltd

Your directors take pleasure in presenting the 5th Annual Report together with the Audited Accounts for the financial year ended 31^st March, 2024.

Rupees in Lakhs

The Company operates in the auto components industry and is engaged in production and manufacturing of seat frames and trims for four-wheeler and two-wheeler vehicles and other accessories relating to car seats. During the year, the Company was awarded with new product "Sunshade" for various car models of Maruti Suzuki India Limited and Toyota Kirloskar Motor Private Limited. This new product will be manufactured at the Company's Plant situated at Bengaluru. The launch date of this new project will be in January, 2025.

FINANCIAL HIGHLIGHTS AND OPERATIONS Standalone Performance

Your Company's revenue from operations and other income during the financial year under review was Rs. 60,671.56 Lakhs as compared to Rs. 39,996.82 Lakhs in previous year and net Profit after Tax (PAT) was Rs. 3,298.47 Lakhs as compared to Rs. 2,135.79 Lakhs in previous year on Standalone basis.

Consolidated Financial Statements

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

A report containing the names of the companies which are subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (‘the Act') are provided as an annexure (Form AOC-1) to the consolidated financial statements and hence are not repeated here for the purpose of brevity.

DIVIDEND

Your directors are pleased to recommend for the approval of the shareholders at the ensuing Annual General Meeting, a dividend of 37.50% (Rs. 3.75/- per equity share) amounting to Rs. 445.97 lakhs for the financial year ended 31.03.2024.

TRANSFER TO RESERVE

During F.Y. 2023-24, the Company has not transferred any amount to General Reserves.

RECLASSIFICATION OF SOME OF THE PROMOTERS/ PROMOTER GROUP AS PUBLIC

The BSE and NSE vide its letters no. LIST/COMP/BS/1106/2023-24 and NSE/LIST/277 respectively both dated September 27, 2023 had approved reclassification of the following promoters/promoter group who sought reclassification vide their letter dated November

1, 2022 from the category of ‘Promoter/ Promoter Group' to ‘Public' (Outgoing Promoters) in terms of Regulation 31A of SEBI (LODR) Regulations, 2015:

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, no shares were transferred to IEPF.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2023-24 the Company has not changed the nature of its business.

MATERIAL CHANGES & COMMITMENTS

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

SHARE CAPITAL

During the financial year 2023-24, the Company issued and allotted 59,46,326 Bonus Equity Share of Rs. 10 each in proportion of 1 (one) Bonus Equity Share for every 1 (one) Equity Share (fully paid-up). The said shares rank pari-passu in all respects with the existing fully paid-up equity shares of the Company. Post bonus share, the issued and paid-up share capital of the Company increased to Rs. 11,89,26,520/-.

MATERIAL ORDERS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year, there was no investment made, guarantee given or issued or securities provided by your Company in terms of section 186 of the Companies Act, 2013 read with the rules issued thereunder.

However, during the year, an intercorporate loan amounting to Rs. 7,00,00,000/- (Rupee Seven Crores) was paid to its associate company, Bharat Seats Limited, in compliance with section 186 of the Act.

WEBSITE

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

RELATED PARTY TRANSACTIONS

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

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

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's weblink at https://ndrauto.com/wp-content/uploads/2022/06/Policy-on-related-party-transaction_NACL.pdf

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There is no subsidiary of the Company. However, the Company has one associate company i.e. Bharat Seats Limited and two joint venture companies i.e. Toyota Boshoku Relan India Private Limited and Toyo Sharda India Private Limited.

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

Bharat Seats Limited

Your Company owns 28.66% stake in Bharat Seats Ltd., which carries on the business of manufacturing Car Seats Assemblies, Carpet Sets for Automobiles and Motorcycle seats. The Company posted a profit after tax of Rs. 2505.44 Lakhs during the financial year 2023-2024.

Toyo Sharda India Private Limited

Your Company owns 50% stake in Toyo Sharda India Pvt. Ltd., which carries on the business of manufacturing of Car Seat Lifter & Recliner. The Company posted a profit after tax of Rs. 38.40 Lakhs during the financial year 2023-2024.

Toyota Boshoku Relan India Private Limited

Your Company owns 50% stake in Toyota Boshoku Relan India Pvt. Ltd. which had no operations during the financial year 2023-2024 and incurred loss of Rs. 0.86 Lakhs.

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

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-III, forming part of this Report.

BOARD ANNUAL EVALUATION

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Your Company's Board comprises of an optimum blend of Executive and Non-Executive Directors. The Chairman of the Board is a Non-Executive Director. As on the date of this report, the Board of Directors consists of nine (9) Directors consisting of three (3) Whole-Time Directors and six (6) Non-executive Directors, out of which three (3) are Independent Women Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, strategy, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Retirement by Rotation

Mr. Rohit Relan (DIN: 00257572) and Mr. Sanjiv Kapur (DIN: 00755441) are liable to retire by rotation. The Board recommends their reappointment to the shareholders.

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

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

KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, Mr. Vinod Kumar resigned from the post of Chief Financial Officer consequent upon his transfer to another Group Company, Bharat Seats Limited, w.e.f., the closure of Business hours of 8^th February, 2024. Consequently, on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board appointed Mr. Mohit Kumar Jain as Chief Financial Officer w.e.f., February 9, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

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

CORPORATE GOVERNANCE

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

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

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

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year under review.

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

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD: a) Audit Committee

The Audit Committee comprises of four Non-executive Directors, the committee is specified below:

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

The constitution of the Stakeholders Relationship committee is as under:

Further, details in reference to meetings of the Committee held during the year are given in the Corporate Governance Report. c) Nomination and Remuneration Committee

The constitution of the Nomination and Remuneration Committee is as under:

d) CSR Committee*

The constitution of the CSR Committee is as under:

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDIT AND AUDITORS Statutory Auditors

M/s SS Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) were appointed as Statutory auditors of the Company at AGM held on 29th December, 2020 for a consecutive term of five years i.e. from the conclusion of the 1st Annual General Meeting (AGM) till the conclusion of 6th AGM.

Auditors' Report

The Auditors' Report given by M/s SS Kothari Mehta & Co., Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2024 is part of the Annual Report. The Auditors' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditor's had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R.S. Bhatia, Company Secretary in Practice for the Financial year: 2023-24. The report on the Secretarial Auditor for the financial year 2023-24 is annexed herewith marked as Annexure VI to this Report. The report does not contain any qualification, reservation or adverse remark.

Pursuant Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has obtained annual secretarial compliance report from Mr. R.S. Bhatia (CP No. 2514), Company Secretary in Practice and the same shall be submitted to stock exchanges within the prescribed time limits.

Cost Audit

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

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company's weblink at https://ndrauto.com/wp-content/uploads/2024/06/MGT-7-NDR-website-1.pdf

CORPORATE SOCIAL RESPONSIBILITY

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

During the financial year 2023-24, the Company has contributed an amount of Rs.35 lakhs towards CSR, which is 2% of its average net profits for the preceding three financial years. There is no amount which is lying unspent in respect of the financial year under review. The relevant disclosure as prescribed under Companies (Corporate Social Responsibility Policy) Rule, 2014, in this regard, is annexed as Annexure IV.

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

PARTICULARS OF EMPLOYEES

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

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

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

The Nomination and Remuneration Policy of the Company for Directors, KMPs, Senior Management and other employees including criteria for determining qualification, positive attributes, independence of a Director, remuneration and other matters provided under sub-section (3) of section 178, is available on the Company's weblink at the https://ndrauto.com/wp-content/uploads/2020/10/NRC-Policy.pdf

VIGIL MECHANISM

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

HUMAN RESOURCES

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

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

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

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

ENVIRONMENT

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

LISTING

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

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

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. During the financial year 2023-24 Company has not received any Complaint.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby stated that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed; b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date; c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The annual accounts have been prepared on a going concern basis; e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SHARES a. Buy Back of Securities

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

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

During the financial year 2023-24, the Company issued and allotted 59,46,326 Bonus Equity Share of Rs. 10 each in proportion of 1 (one) Bonus Equity Share for every 1 (one) Equity Share (fully paid-up). The said shares rank pari-passu in all respects with the existing fully paid-up equity shares of the Company. Post bonus share, the issued and paid-up share capital of the Company increased to Rs. 11,89,26,520/-. d. Issue of Shares with differential voting rights

The Company has not issued any shares with differential rights during the year under review. e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made. f. Issue of shares through private placement – Nil g. Issue of Shares without differential voting rights – Nil ACKNOWLEDGMENT

Your Company has been able to operate efficiently because of its professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilization of the Company's resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their total dedication, hard work, commitment and collective teamwork, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges. Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its customers, your Directors also extend their appreciation to Bankers and various departments of Central and State Government(s). Your directors would also like to thank all the shareholders for their continued support and co-operation.