NDR Auto Components Limited has officially informed stock exchanges about a significant compliance update involving its major shareholder, Rohit Relan Family Trust. The disclosure, made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirms that the company has received a compliance certificate from an independent auditor regarding a substantial stake acquisition carried out by the trust.

This development is directly linked to a SEBI exemption order granted in August 2025, allowing the trust to acquire a majority stake in the company under specific regulatory conditions.

Major Stake Acquisition by Rohit Relan Family Trust

The key highlight of the disclosure is that the Rohit Relan Family Trust acquired 1,73,95,361 equity shares, representing a 73.13% stake in NDR Auto Components Limited during the financial year 2025-26.

This acquisition effectively positions the trust as a controlling shareholder, giving it significant influence over the company’s strategic and operational decisions.

Key Details of the Acquisition:

• Total shares acquired: 1.73 crore+ shares
• Percentage stake: 73.13%
• Face value per share: ₹10
• Financial year of acquisition: FY26

Such a high level of ownership typically triggers mandatory open offer requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). However, in this case, the acquisition was executed under a special exemption.

SEBI Exemption Order Explained

The transaction was carried out under SEBI exemption order no. WTM/KCV/CFD/02/2025-26 dated August 13, 2025, granted under Regulation 11(5) of the SAST Regulations.

What Does This Mean?

Under normal circumstances:

• Acquiring more than 25% stake in a listed company triggers an open offer obligation
• The acquirer must offer to buy shares from public shareholders

However, under Regulation 11(5):

• SEBI may grant exemptions in specific cases
• These are usually allowed for inter-se transfers, restructuring, or promoter group changes
• The exemption is subject to strict compliance and disclosure requirements

In this case, the Rohit Relan Family Trust was permitted to acquire a controlling stake without triggering an open offer, provided it adheres to ongoing compliance norms.

Mandatory Compliance and Auditor Certification

One of the key conditions of the SEBI exemption is that the acquirer must:

• Obtain annual compliance certification from an independent auditor
• Submit this certificate to stock exchanges
• Share a copy with SEBI for regulatory oversight

The trust has fulfilled this requirement by:

• Obtaining a compliance certificate dated April 16, 2026
• Submitting it to NDR Auto Components Limited
• Ensuring disclosure through stock exchange filings

This step confirms that the acquisition and subsequent actions are fully compliant with SEBI’s exemption conditions.

Company’s Disclosure to Stock Exchanges

NDR Auto Components Limited has formally communicated this update to both:

• BSE Limited
• National Stock Exchange of India (NSE)

The company stated that it has received:

• Disclosure documents from the trust
• Auditor-certified compliance status

This has been submitted as part of regulatory obligations under SEBI LODR Regulations, ensuring transparency for investors and stakeholders.

About NDR Auto Components Limited

NDR Auto Components Limited operates in the automotive components sector, supplying critical parts to automobile manufacturers.

Key Highlights:

• Corporate office: Gurugram, Haryana
• Registered office: New Delhi (Aerocity)
• Listed on: BSE and NSE
• Sector: Auto components manufacturing

The company plays a role in India’s growing automotive ecosystem, which is currently undergoing transformation due to:

• Electric vehicle adoption
• Supply chain shifts
• Export opportunities

Implications of 73% Promoter Holding

A 73.13% stake held by a single entity has several implications:

1. Strong Promoter Control

The trust now has significant control over board decisions, strategic direction, and capital allocation.

2. Limited Public Float

Higher promoter holding reduces the free float available in the market, which may impact:

• Liquidity of shares
• Volatility in trading

3. Stability in Ownership

Such concentrated ownership often indicates long-term commitment and stability in management.

Corporate Governance and Transparency

The disclosure reflects adherence to strong governance practices:

• Timely filing under Regulation 30
• Transparent communication to stock exchanges
• Compliance with SEBI takeover norms

The involvement of an independent auditor further strengthens credibility, ensuring that:

• Regulatory conditions are met
• No deviations occur in exempted transactions

Why This Matters for Investors

For investors, this development is important for several reasons:

Regulatory Assurance

The compliance certificate confirms that the acquisition is legally valid and approved by SEBI.

Ownership Clarity

Investors now have a clear understanding of the company’s ownership structure.

Risk Assessment

High promoter holding may influence:

• Corporate decision-making
• Minority shareholder rights

However, regulatory oversight ensures that investor interests remain protected.

SEBI’s Role in Monitoring

SEBI continues to play a crucial role by:

• Granting exemptions only after detailed scrutiny
• Mandating ongoing compliance checks
• Ensuring public disclosures

This case highlights how SEBI balances:

• Ease of business transactions
• Protection of minority shareholderst

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