The Board of Directors of NDR Auto Components Limited held a meeting on August 10, 2026, which commenced at 12 Noon and concluded at 1:00 p.m. The meeting addressed several key agenda items under SEBI Listing Regulations.

1. Financial Results Approval

Key Financial Highlights (Consolidated, Rs. in lakhs):

  • Revenue from operations: 22,145.27 (vs 18,521.95 in Q1 FY26)
  • Other Income: 109.80
  • Total Income: 22,255.07
  • Profit before tax: 2,110.11
  • Net Profit for the period: 1,640.34
  • Basic and Diluted EPS: ₹6.90
  • Paid-up equity share capital: 2,378.53 (face value ₹10 per share)

The consolidated financial results include results of the company, 2 subsidiary companies, 1 associate company (Bharat Seats Limited), and 3 joint venture companies.

2. ESOP Grant Approval

Pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and member approval through Postal Ballot on September 12, 2024, the Board approved grant of 66,641 stock options to eligible employees of the Company and Bharat Seats Limited under NDR Auto Components Limited Stock Option Plan, 2024.

ESOP Details:

  • Exercise Price: ₹500.50 per share (35% discount to closing price of ₹770 at NSE on May 14, 2026)
  • Vesting: Subject to fulfillment of vesting conditions, not earlier than 2 years from grant date
  • Exercise Period: Within 5 years from vesting date
  • Each option convertible into 1 equity share of face value ₹10

3. Subsidiary Investment Approval

The Board approved investment of ₹8 crore in 80 lakh equity shares of NDR Auto Components South Private Limited, a wholly owned subsidiary, by way of subscribing to the Rights Issue offer.

Investment Details:

  • Investment Amount: ₹8 crore
  • Number of Shares: 80 lakh equity shares of face value ₹10 each
  • Nature of Transaction: Arm's length basis
  • Purpose: Funding the project of NDR Auto Components South Private Limited
  • Subsidiary Business: Manufacturing of frame structures, Seat Covers (Trims), and other plastic/metal/polyurethane-based automotive components
  • Subsidiary Incorporation: November 7, 2025
  • Turnover: Nil as of March 31, 2026

4. Emphasis of Matter - Income Tax Search

The auditors drew attention to Note 4 regarding uncertainty relating to the outcome of a search conducted by the Income Tax Department under Section 132 of the Income Tax Act, 1961, in financial year 2023-24 at certain premises of the Company including manufacturing locations and residence of few employees/key managerial personnel.

Tax Demand Status:

  • Original demand orders: ₹502.20 lakhs (excluding penalties) for AY 2020-21 to 2024-25
  • Penalty demand: ₹142.20 lakhs for AY 2021-22 and 2022-23
  • Commissioner of Income Tax (Appeals) reduced demand to ₹366.89 lakhs for AY 2020-21 to 2024-25 (except AY 2022-23)
  • For AY 2022-23, demand reduced to ₹134 lakhs (including penalties)
  • Appeals filed with higher authorities
  • Rectification application of ₹389.98 lakhs filed concerning outstanding demand
  • Management confident of favorable outcome based on legal advice

5. Exceptional Items

The Group recognized exceptional items amounting to ₹64.75 lakhs in FY 2025-26, representing expense towards employee benefit obligations arising from implementation of the Code on Wages, 2019.