Your Directors take pleasure in presenting the 38th Annual Report of ASK Automotive Limited (“Company”) along with theAudited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2026.
Financial Highlights
The financial highlights of your Company for the financial year under review, are as follows:
(Amount in H Crore)
Particulars
Standalone
Consolidated
2025-26
2024-25
Revenue from Operations
3,304.88
3,219.54
4,176.32
3,600.83
Other Income
48.12
34.68
20.03
11.88
Total Income
3,353.00
3,254.22
4,196.35
3,612.71
Total expenses
3,043.56
2,968.21
3,807.74
3,291.59
Profit before exceptional items and tax
309.44
286.01
388.61
321.12
Share of Net Profit (Loss) of Joint Venture
-
2.32
6.25
Less: Total Tax Expenses
79.84
73.34
93.61
79.75
Profit after tax
229.60
212.67
297.32
247.62
Other comprehensive income/(loss), net of tax
0.31
(126)
0.25
(141)
Total comprehensive income
229.91
211.41
297.57
246.21
Standalone Financial Performance
During the year under review, on standalone basis, revenuefrom operations stood at H 3304.88 Crore as againstH 3,219.54 Crore in the previous year. The total incomestood at H 3353.00 Crore as against H3,254.22 Crore in theprevious year. The profit before tax (before exceptionalitems) stood at H 309.44 Crore as against H 286.01 Crorein the previous year. The profit after tax stood at H 229.60Crore as against H 212.67 Crore in the previous year.
Consolidated Financial Performance
During the year under review, on consolidated basis,revenue from operations stood at H 4176.32 Crore as againstH 3,600.83 Crore in the previous year. The total incomestood at H 4196.35 Crore as against H 3,612.71 Crore in theprevious year. The profit before tax (before exceptionalitems) stood at H 388.61 Crore as against H 321.12 Crorein the previous year. The profit after tax stood at H 297.32Crore as against H 247.62 Crore in the previous year.
Pursuant to Section 129(3) of the Companies Act, 2013,(“Act”) the Consolidated Financial Statements of theCompany for FY 2025-26, are prepared in compliancewith applicable provisions of the Act, Indian AccountingStandards (“Ind-AS”) and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”).
Business Operations / State of Company’sAffairs
Your Company's plant/s were operating smoothly and nomajor breakdown was reported. There has been no changein the nature of the business of the Company.
Dividend
The Board of Directors of the Company (“Board”) at itsmeeting held on 19 May 2026, has recommended FinalDividend of H 1.85 per equity share being 92.5 % of the facevalue of H 2/- each, for the FY 2025-26, for considerationand approval of the Members of the Company at theensuing 38th Annual General Meeting (“AGM”).
The Dividend, if approved by the Members, will result in anoutgo of H 36.47 Crore approx. The Dividend recommendedis in accordance with the Company's Dividend DistributionPolicy, which will be paid out of profits of the year. TheRecord Date for the purpose of determining the entitlementof members to receive dividend is 31 July 2026.
Pursuant to provisions of Regulation 43A of the ListingRegulations as amended from time to time, the Companyhas formulated Dividend Distribution Policy. The policy isavailable on the Company's website athttps://askbrake.com/wp-content/uploads/dividenddistributionpolicy.pdf
Transfer to Reserves
The Company has not transferred any amount to the GeneralReserves for the Financial Year ended on 31 March 2026.
Material changes and commitments, if any,affecting the financial position of the Companywhich have occurred between the end of thefinancial year of the Company to which thefinancial statements relate and the date of thereport
No material change and/or commitment affecting thefinancial position of your Company has occurred betweenthe end of Financial Year and the date of this report.
Share Capital
As on 31 March 2026, the Authorized Share Capital ofthe Company was H 45,00,00,000/- (Rupees Forty-FiveCrores) divided into 22,50,00,000 (Twenty-Two CroresFifty Lakh) Equity Shares of H 2/- (two) each and Issued,Subscribed and Paid-up capital was H 39,42,85,200/-(Rupees Thirty-Nine Crores Forty-Two Lakh Eighty-Five Thousand Two Hundred) divided into 19,71,42,600(Nineteen Crores Seventy-One Lakh Forty-Two ThousandSix Hundred) Equity Shares of face value of H 2/- (two) each.
During the period under review, Mr. Kuldip Singh Rathee, oneof the Promoter of the Company reported sale of 78,85,704(Seventy-Eight Lakh Eighty-Five Thousand Seven HundredFour) i.e. 4% equity shares of the Company via OpenMarket mechanism for maintaining the minimum publicshareholding as per Securities Contracts (Regulation)Act, 1956. Accordingly, the Company has achieved theMinimum Public Shareholding requirements, as mandatedunder Rules 19(2)(b) and 19A of the Securities Contracts(Regulation) Rules 1957, read with Regulation 38 of theListing Regulations .
During the year under review, the Company has not issuedany equity shares with differential rights, sweat equityshares or bonus shares. The Company has only one classof equity shares with face value of H 2/- (two) each,ranking pari passu.
Employee Stock Option Plans
During the year under review, the Company has not formedany Employees Stock Option Scheme/Plan.
Buy Back
During the year under review there was no buyback ofequity shares by the Company.
Subsidiaries, Joint Ventures and Associate Companies
Pursuant to the provisions of Section 129(3) of the Act,a statement containing the salient features of each ofthe Company's subsidiaries, associates and joint venturecompanies are provided in the prescribed Form AOC-1, annexed herewith as “Annexure-1”, forming part ofthis Report and also provided in notes to the standalonefinancial statement of the Company.
ASK Automobiles Private Limited, Wholly OwnedSubsidiary of the Company is a material subsidiary ofthe Company. The policy for determining the materialsubsidiary companies is available on the Company'sWebsite athttps://askbrake.com/wp-content/uploads/Policv-for-determining-material-subsidiaries.pdf
Neither the Executive Director nor the Whole-time Directorof the Company receive any remuneration or commissionfrom any of its subsidiaries except. Mr. Rajesh Kataria,Whole-time Director of the Company who also holds aposition of Director on the Board of ASK AutomobilesPrivate Limited, Wholly Owned Subsidiary of the Company,receives sitting fees for attending its Board Meetings.
Joint Venture
Pursuant to the approval of the Board accorded at theirMeeting held on 25 June 2025, the Company entered intoa Joint Venture Agreement (“JVA”) on 26 June 2025, withT.D. Holding GmbH (“TDH”) for manufacturing, marketingand selling sunroof control cables and/or helix cables forpassenger vehicles through a Joint Venture Company (“JVCo.”). The said JV Co. namely ASK GTD Control CablesPrivate Limited (“ASK GTD”) was incorporated on 15September 2025.
The Company holds 49% of the shareholding in the ASKGTD by infusing capital of H 2,45,00,000. Further, theremaining 51% is owned by TDH.
Consolidated Financial Statement
The Consolidated Financial Statements of the Companyfor FY 2025-26 are prepared in compliance with applicableprovisions of the Act, Ind- AS and Listing Regulations. TheConsolidated Financial Statements have been prepared onthe basis of Audited Financial Statements of the Company,its Subsidiaries and Joint Ventures, as approved by theirrespective Board of Directors.
Pursuant to the provisions of Section 136 of the Act, theAudited Financial Statements of the Company (Standaloneand Consolidated) along with the relevant documentsand the audited accounts of the Subsidiary are availableon the website of the Company athttps://askbrake.com/subsidiary-company-financial-information/. The same shallalso be available for inspection by members upon request.
Directors
Your Company is managed and guided by a professionalBoard comprises Executive, Non-Executive andIndependent Directors. As on 31 March 2026, the Boardof the Company comprises 10 (ten) Directors out of which5 (five) are Independent Directors, constituting half ofthe Board's total strength. The Board has 2 (two) womendirectors including 1 (one) independent woman director.
During the year under review, the Members of the Companyat their meeting held on 1 August 2025 approved (i)re-appointment of Mr. Prashant Rathee (DIN 00041081)and Mr. Aman Rathee (DIN 00041130), who retired byrotation, as an Executive Directors of the Company and (ii)re-designation of Mr. Prashant Rathee (DIN: 00041081)and Mr. Aman Rathee (DIN: 00041130) as a Joint ManagingDirectors of the Company in the category of Whole¬time Director w.e.f. 13 May 2025 and (iii) appointment ofMr. Rajan Wadhera (DIN: 00416429), as an IndependentDirector of the Company, not liable to retire by rotation,to hold office for a term of 3 (three) consecutive yearsw.e.f. 01 June 2025.
During the year under review, Mr. Arun Duggal(DIN: 00024262), Independent Director of the Companyresigned from the position of Independent Director of theCompany w.e.f. closure of business hours on August 13,2025.
The Board, on the recommendation of Nomination andRemuneration Committee, at its meeting held on 28January 2026 approved re-appointment of (i) Mrs. Deepti
Sehgal (DIN: 09772630) and Mr. Kumaresh ChandraMisra (DIN: 00388546) as Non-Executive IndependentDirectors, not liable to retire by rotation, for a term of 3(three) consecutive years w.e.f. 1 April 2026 to 31 March2029 and (ii) Mr. Vinay Kumar Piparsania (DIN: 07721040)and Mr. Yogesh Kapur (DIN: 00070038) as Non-ExecutiveIndependent Directors, not liable to retire by rotation, for aterm of 3 (three) consecutive years w.e.f. 1 May 2026 to 30April 2029, subject to the approval of the Members of theCompany. The aforesaid re-appointment was subsequentlyapproved by the Members of the Company by way ofspecial resolutions through postal ballot on 05 March2026 for which results were declared on 06 March 2026.
Pursuant to the provisions of Section 152 of the Act ,Mrs. Vijay Rathee (DIN: 00042731) and Mr. Rajesh Kataria(DIN: 08528643), Directors of the Company, are liable toretire by rotation at the forthcoming AGM of the Companyand being eligible, offered themselves for re-appointment.The Board, on the recommendation of Nomination andRemuneration Committee, at its meeting held on 19 May2026 recommended their re-appointment.
None of the Directors of the Company are disqualified asper the provisions of Section 164 of the Act. The Directorsof the Company have made necessary disclosures underSection 184 and other relevant provisions of the Act.
The Company has received declarations from all theIndependent Directors confirming that they meet thecriteria of Independence as prescribed under the Act andListing Regulations.
Further, in the opinion of the Board and on the basis ofdeclaration of independence provided by the IndependentDirectors, they all fulfill the conditions specified in theAct and Rules made thereunder read with the applicableListing Regulations, for their appointment as IndependentDirectors of the Company and are independent ofthe management.
Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.All Independent Directors have registered themselves withthe Indian Institute of Corporate Affairs for the inclusionof their name in the data bank of independent directors,pursuant to the provision of Rule 6 (1) of Companies(Appointment and Qualification of Directors) Rules,2014 and have passed the proficiency test or availed theexemption from that, as applicable.
The terms and conditions of appointment of the IndependentDirectors are in compliance with the provisions of the Act &Listing Regulations. The terms and conditions are availableon the Company's Website athttps://askbrake.com/wp-content/uploads/TC-for-Appointment-of-IDs.pdf.
Key Managerial Personnel
As on 31 March 2026, the following officials were the“Key Managerial Personnel” of the Company in terms ofprovisions of the Act:
• Mr. Kuldip Singh Rathee, Chairman andManaging Director
• Mr. Prashant Rathee, Joint Managing Director
• Mr. Aman Rathee, Joint Managing Director
• Mr. Rajesh Kataria, Whole Time Director
• Mr. Naresh Kumar, Chief Financial Officer
• Ms. Rajani Sharma, Company Secretary
Meetings of the Board
During the year under review, Seven (7) Board Meetingswere convened and held. The intervening gap between thetwo meetings were within the period prescribed under theAct and Listing Regulations. For further details, pleaserefer to the Corporate Governance Report, forming partof this Report.
Board Evaluation
Pursuant to the provisions of the Act and ListingRegulations, the Nomination and Remuneration Committeeof the Company (“NRC”) reviewed the performanceof all Board members (including Executive Directors,Non-Executive Non-Independent Director, IndependentDirectors and Chairperson of the Board (Chairperson))on the parameters as defined under the Board EvaluationPolicy of the Company, developed on the basis of GuidanceNote on Board Evaluation issued by the SEBI (‘BoardEvaluation Policy').
Pursuant to the provisions of the Act and Listing Regulations,the Board including individual Directors has carriedout annual performance evaluation of all other Boardmembers (including Executive Directors, Non-ExecutiveNon Independent Director, Independent Directors andChairperson), the Board as whole, all Board constitutedCommittees such as Audit Committee, Nomination andRemuneration Committee, Corporate Social ResponsibilityCommittee, Stakeholder's Responsibility Committee andRisk Management Committee (Board Committees), on theparameters as defined under the Board Evaluation Policy.
In addition to above, the Independent Directors of theCompany, in compliance with the provisions of Regulation25(4) of Listing Regulations, at their separate meetingheld on 18 March 2026, also evaluated the performanceof Non-Independent Directors, Chairperson and the Boardas a whole and all Board Committees, on parameters asdefined under the Board Evaluation Policy.
The Board after reviewing the performance of IndividualDirectors including Chairperson, Board as a whole, BoardCommittees, based on the parameters laid in the BoardEvaluation Policy noted that no shortcoming was foundand their performance was satisfactory.
Directors’ Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, theDirectors of your Company hereby state and confirm that:
a) in the preparation of the Annual Accounts, theapplicable Accounting Standards have been followedalong with the proper explanation relating tomaterial departures;
b) the Directors have selected such Accounting Policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of theCompany at the end of FY 2025-26 and of the profitand loss of the Company for that period;
c) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts onthe going concern basis;
e) the Directors have laid down internal financial controlsto be followed by the Company and that such internalfinancial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Secretarial Standards
During the year under review applicable SecretarialStandards, i.e. Secretarial Standard on Meetings of theBoard of Directors (SS-1) and Secretarial Standard onGeneral Meetings (SS-2) issued by the Institute of CompanySecretaries of India, have been followed by the Company.
Statutory Auditors
M/s Walker Chandiok & Co. LLP, Chartered Accountants(Registration No. 001076N/N500013), were re-appointedas Statutory Auditors of the Company at the 34th AGMheld on 30 September 2022, for second term of 5 (five)consecutive years i.e. from the conclusion of 34th AGM tillthe conclusion of 39th AGM of the Company. The StatutoryAuditors have confirmed that they are eligible and qualifiedto continue as Statutory Auditors of the Company.
The Auditors have also confirmed that they have subjectedthemselves to the peer review process of Institute ofChartered Accountants of India (ICAI) and hold a validcertificate issued by the Peer Review Board of the ICAI.
Statutory Auditors’ Report
The notes on the Financial Statement (Standalone andConsolidated) referred to in the Independent Auditors'Report are self- explanatory and do not require any furthercomments. The Independent Auditors' Report does notcontain any qualification, reservation or adverse remark.
Secretarial Auditors
M/s Mehta & Mehta, Company Secretaries (FirmRegistration No. P1996MH007500), a peer reviewed firm,were appointed as a Secretarial Auditor of the Companyat the 37th AGM held on 1 August 2025, for a term of 5(five) consecutive years to conduct the Secretarial Audit
of the Company from the financial year 2025-26 tillfinancial year 2029-30 and to furnish the Secretarial AuditReport thereon.
The Secretarial Audit Report submitted by M/s Mehta& Mehta, Company Secretaries, for the financial year2025-26 in the prescribed format is annexed herewith as“Annexure 2” forming part of this Report.
The Secretarial Audit Report contains one observation anddoes not contain any qualification, reservation or adverseremark. Further, there were no frauds reported by theSecretarial Auditors to the Audit Committee or the Boardunder Section 143(12) of the Act.
The observation made in the Secretarial Audit Reportalong with the Company's response thereon is as under:
Observation:
During the year under review, we have observed that theCompany has not submitted the prior intimation in PDFformat to the Stock Exchange(s) under Regulation 29(1)(e) of the SEBI (LODR) Regulations, 2015, in respect of theBoard Meeting convened to consider and recommend thefinal dividend. However, intimation in XBRL mode was doneby the company as required.
Management Reply to the Observation of theSecretarial Auditor:
The Company submits that prior intimation of the BoardMeeting was duly filed with the Stock Exchange(s) withinthe prescribed timelines under Regulation 29 of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, in both PDF and XBRL modes.
However, due to an inadvertent oversight while uploadingthe PDF version of the intimation, the specific agenda itemrelating to consideration and recommendation of finaldividend was inadvertently omitted from the PDF filing,though the same was appropriately disclosed in the XBRLsubmission made with the Stock Exchange(s).
The Company clarifies that there was no delay indissemination of the material information to the StockExchange(s), nor any intention to withhold or suppressany material event/information from the investors orregulatory authorities. The Board Meeting was conducted incompliance with applicable provisions of the SEBI (LODR)Regulations, 2015 and the relevant outcome/disclosureswere duly submitted within the prescribed timelines.
The omission being procedural and inadvertent in nature,the Company has strengthened its internal review andcompliance verification mechanisms to ensure completeand accurate filings in all modes going forward. Themanagement remains committed to maintaining thehighest standards of corporate governance, transparencyand regulatory compliance.
Secretarial Auditors’ Report of Material UnlistedSubsidiary
Pursuant to the requirement of Regulation 24A of theListing Regulations, Secretarial Audit Report of ASK
Automobiles Private Limited, a material subsidiary of theCompany is available on the website of the Company athttps://askbrake.com/wp-content/uploads/Secretarial-Compliance-Report-for-FY-2025-26.pdf.
Cost Accounts and Cost Auditors
The cost accounts and records are made and maintained bythe Company, as required in accordance with the provisionsof Section 148 of the Act.
Pursuant to the provisions of Section 148 of the Act readwith the Companies (Cost Records and Audit) Rules, 2014,the Board appointed M/s Kashyap Kumar & Associates(Firm Registration Number 003338), Cost Accountants, asthe Cost Auditors of the Company, for conducting the auditof cost records of products/services of the Company forFY 2025-26. The remuneration paid to the Cost Auditorswas ratified by the Members of the Company at the 37thAGM held on 1 August 2025. There were no frauds reportedby the Cost Auditors to the Audit Committee or the Boardunder Section 143(12) of the Act.
Further, based on the recommendation of Audit Committee,the Board appointed M/s Kashyap Kumar & Associates,Cost Accountants, as the Cost Auditors of the Company,for conducting the audit of cost records of products/services of the Company for FY2026-27. The remunerationproposed is H 95,000/- and is subject to ratification by theMembers of the Company in the ensuing AGM.
Reporting of Frauds by Auditors
During the year under review, Statutory Auditors,Secretarial Auditors and Cost Auditors did not report anyinstances of fraud committed against the Company by itsofficers or employees as specified under Section 143(12) ofthe Act. Hence, no detail is required to be disclosed underSection 134(3)(ca) of the Act.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, pursuantto Regulation 34(2)(e) read with Para B of Schedule V ofthe Listing Regulations, is given as a separate section andforms part of this Report.
Corporate Governance Report
Your Company adhere to the Corporate Governancerequirements set out by the Securities and ExchangeBoard of India and is committed to the highest standard ofCorporate Governance.
Your Company has complied with all the mandatoryrequirements relating to Corporate Governance in theListing Regulations. The Corporate Governance Reportpursuant to the requirement of Listing Regulations is givenas a separate section and forms a part of this Report.The certificate from Mr. Vinod Kumar Aneja, PracticingCompany Secretary (Membership No. FCS 5740) ofM/s. Vinod Kumar & Co., Company Secretaries, confirmingthe compliance with the conditions of the CorporateGovernance stipulated in Para E of Schedule V of ListingRegulations is also annexed to the said CorporateGovernance Report.
Corporate Social Responsibility
Pursuant to the requirements of Section 135 of the Actread with the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Company has a Corporate SocialResponsibility (CSR) Committee. The brief detail of theCommittee is mentioned in the Corporate GovernanceReport, forming part of this Report. The CSR Policy of theCompany is available on the website of the Company athttps://askbrake.com/wp-content/uploads/CSRpolicy.pdf. During the year, no revision was made to the CSR Policyof the Company. This Policy includes inter- alia the guidingprinciples for selection, implementation and monitoring ofCSR activities of the Company.
The Report on the CSR activities in the prescribed format,approved by the CSR Committee on 19 May 2026, is givenin “Annexure-3”, forming part of this Report.
The CSR Committee confirms that the implementation andmonitoring of the CSR Policy was done in compliance withthe CSR objectives and policy of the Company.
Credit Rating
During the year under review, your Company's credit ratingsby CRISIL is as below:
Sl.
No.
Instrument Description
Rating Agencies
Rating Assigned
1.
Bank Loan Facilities - Long Term Rating
CRISIL LIMITED
AA/Stable
2.
Bank Loan Facilities - Short Term Rating
A1
Related Party Transactions
The Company has formulated a Policy on materiality ofRelated Party Transactions for bringing transparency whiledealing with Related Party Transactions. The policy is beingreviewed periodically in line with the amendments in theListing Regulations. The policy has been displayed on thewebsite athttps://askbrake.com/corporate-governance/.
The Related Party Transactions Policy is formulated foridentifying, reviewing, and approving transactions between
the Company and the Related Parties in compliance withthe applicable provisions of the Listing Regulations, theAct and the Rules thereunder.
All Related Party Transactions entered into by the Companyduring the year under review were in the ordinary courseof business and on an arm's length basis. There was nomaterial-related party transaction made by the Companywith Promoters, Directors, Key Managerial Personnel or
other related parties, which may have a potential conflictwith the interest of the Company at large. All RelatedParty Transactions were approved by the Audit Committeeand were also placed in the Board meetings as a goodCorporate Governance practice.
A statement of all Related Party Transactions is presentedbefore the Audit Committee on a quarterly basis and prior/omnibus approval is also obtained, specifying the nature,value and terms and conditions of the transactions.
None of the transactions with the related parties fallsunder the scope of Section 188(1) of the Act. The detailsof Related Party Transactions pursuant to Section 134(h)of the Act read with Rule 8 of the Companies (Accounts)Rules, 2014, in the prescribed Form No. AOC 2 is given in“Annexure-4”, forming part of this Report.
Internal Financial Controls
A detailed note on the Internal Controls System (includingInternal Financial Controls) and its adequacy is given inthe Management Discussion and Analysis Report, formingpart of this Report. The Company has designed andimplemented a process-driven framework for internalfinancial controls within the meaning of explanation toSection 134(5)(e) of the Act. The Board is of the opinionthat the Company has sound Internal Financial controlscommensurate with the nature and size of its businessoperations and that such internal financial controls areadequate and were operating effectively. The Directorshave in the Directors Responsibility Statement confirmedthe same to this effect.
The Company's risk management mechanism is detailed inthe Management Discussion and Analysis Report.
Statutory Committees
The details of the Committees of the Board, viz., AuditCommittee, Nomination and Remuneration Committee,Corporate Social Responsibility Committee, Stakeholders'Relationship Committee and Risk Management Committeeconstituted in compliance with the provisions of the Actand Listing Regulations are provided in the CorporateGovernance Report, forming part of this Report.
Audit Committee
Audit Committee comprises of four Directors viz. Mrs. DeeptiSehgal, Mr. Yogesh Kapur, Mr. Vinay Kumar Piparsania, andMr. Aman Rathee. Mrs. Deepti Sehgal is the Chairpersonof the committee.
For further details of Audit Committee, please referCorporate Governance Report, forming part of this Report.During the year under review, all the recommendation ofthe Audit Committee were accepted by the Board.
Statutory Policies/Codes
In compliance with the various provisions of the Actand Listing Regulations, the Company has the followingpolicies/ codes:
• Policy for determining ‘Material' Subsidiaries
• Policy on determination and disclosure of Materialityof Events and Information
• Policy on Related Party Transactions
• Nomination and Remuneration Policy
• Code of Conduct to regulate, monitor andreport trading by Designated Persons and theirImmediate Relatives
• Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information (UPSI)
• Policy and Procedure for Inquiry in case of Leak ofUnpublished Price Sensitive Information (UPSI) orsuspected leak of UPSI
• Policy on Preservation of Documents
• Archival Policy
• Whistle Blower Policy
• Code of Conduct and Ethics
• Policy with respect to obligations of Directors andSenior Management
• Succession Planning Policy
• Corporate Social Responsibility (CSR) Policy
• Policy on Board Diversity
• Risk Management Policy
• Dividend Distribution Policy
Prevention of Sexual Harassment at Workplace
The Company has in place a policy against sexualHarassment at workplace and Internal ComplaintsCommittee (‘ICC') as per the requirements of SexualHarassment of Woman at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received byICC. No complaint was pending at the beginning or at theend of the financial year.
Nomination and Remuneration Policy
The Board, on the recommendation of the Nominationand Remuneration Committee, adopted the Nominationand Remuneration Policy, as stated in the CorporateGovernance Report. The Policy is available on the websiteof the Company athttps://askbrake.com/wp-content/uploads/nrcpolicy.pdf .
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177(9) and (10) of theAct and Regulation 22 of Listing Regulations, the Companyhas a Whistle Blower Policy for Directors, Employeesand Other Stakeholders to report genuine concerns.The policy is available on the website of the Companyathttps://askbrake.com/wp-content/uploads/Whistle-Blower-Policy.pdf .
Dividend Distribution Policy
Pursuant to the provisions of Regulation 43A of ListingRegulations, the Company has Dividend DistributionPolicy. The Policy is available on the website of theCompany athttps://askbrake.com/wp-content/uploads/dividenddistributionpolicy.pdf .
Business Responsibility and SustainabilityReport
Pursuant to the provisions of Regulation 34 of the ListingRegulations, a separate section on Business Responsibilityand Sustainability Reporting forms part of this Report andis also available on the website of the Company athttps://askbrake.com/financial-information/#annual-returns.
Information Relating to Conservation ofEnergy, Technology Absorption, Research andDevelopment, Exports, and Foreign ExchangeEarnings and Outgo:
A. CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation ofenergy: -
a) Installation of Servo Motors with Variablefrequency drive (VFD) on machines.
b) Installation of energy efficient holdingfurnaces, motors, air compressors, LEDlights and pumps.
c) Reclaiming heat from oven for hotwater generation.
d) Use of transparent sheets in buildingfor natural light.
(ii) Steps taken by the company for utilizingalternate sources of energy:
a) 9.9 MWp Captive Solar plant at Sirsa,Haryana operationalized in April 2025. Inaddition to above,
b) In addition to above, renewable energyprocured from different sources totaling 96Lakh units against 73 Lakhs units in FY25.
c) DG Sets converted into dual fuel options(PNG and Diesel) and increased use of PNG.
(iii) Capital investment on energy conservationequipment
The Company has not made significant capitalinvestment on energy conservation equipmentduring the year under review. However, theCompany has made capital investments inreplacing high energy consuming equipment/machinery/apparatus with low energy consumingequipment/ machinery/apparatus.
B. TECHNOLOGY ABSORPTION
1. Efforts in brief, made towards technologyabsorption, adaptation and innovation
(i) Development of Short-Range Radar Housinghaving very thin wall, critical profile andhigh precision.
(ii) Developed high integrity and soundstructural parts for battery pack mounting.
(iii) Developed motor housing for passengerelectric vehicles.
iv) Developed non-drive-end housings and plates.
(v) Developed multiple variants of precisionparts for light-weighting and heatmanagement to be used in Electric Vehicles(EV), Internal Combustion Engines (ICE)vehicles, All-Terrain Vehicles (ATV), powertools and outdoor equipments in its state-ofthe-art Tool Room and Design Centre.
2. Benefits derived as a result of the above efforts
(i) Increasing RFQ pipeline.
(ii) Opening of new avenues of demand formodern age equipment and applications likeShort-Range Radar.
(iii) Diversification opportunities in non¬automotive space like power tools, all terrainvehicles and outdoor equipments.
3. In case of imported technology (importedduring the last three years reckoned from thebeginning of the financial year)
Technology imported (right to use) undertechnical assistance agreement from Taiwaneseorganisation for alloy wheel is under technologyabsorption stage.
4. Expenditure incurred on Research and Development
1) Expenditure on R&D
a. Capital NIL
b. Recurring H0.74 Crore (previous year H 0.70 Crore)
c. Total H0.74 Crore (previous year H 0.70 Crore)
d. Total R&D expense as % of total turnover/ Sales 0.02% (previous year 0.02%)
2) Future Plan of action
a. Design Centre and Tool Room to develop tools for high precision for light weighting and heatmanagement systems.
b. Adoption of advanced material engineering in aluminium alloys and braking systems.
3) Total Foreign Exchange used and earned:
a. Foreign Exchange used H 47.74 Crore (Last Year H 48.63 Crore)
b. Foreign Exchange earned H 119.06 Crore (Last Year H 112.88 Crore)
c. Net Foreign Exchange earned (b-a) H 71.32 Crore (Last Year H 64.25 Crore)
Particulars of Loans, Guarantees, or Investments
Details of Loans, Guarantees or Investments (if any) covered under the provisions of Section 186 of the Act are given in theNotes to the Financial Statement.
Risk Management
The Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan forthe Company. The Committee is responsible for reviewing the risk management plan and its effectiveness.
The Company has also laid down the procedures to inform Board members about risk assessment and minimisation. Regularmeetings of the Risk Management Committee are held to review and further improve the risk management systems ofthe Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement ofthe organisation's objectives. Risk management is an ongoing activity considering the dynamic business environment inwhich Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate newevolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.
Annual Return
The Annual Return as required under Section 134 (3) read with Section 92(3) of the Act is available on the website of theCompany athttps://askbrake.com/financial-information/#annual-returns.
General
Your Directors state that no disclosure or reporting is required in respect of the following matters, as there was notransaction on these items during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to the employees of the Company under any scheme includingEmployees' Stock Options Scheme.
• Any scheme or provision of money for the purchase of its own shares by employees or by trustees for thebenefit of employees.
• Significant or material orders passed by the Regulators or Courts or Tribunals, which impact the going concern statusof the Company and its operation in future.
• the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 duringthe year along with their status as at the end of the financial year.
• the details of difference between amount of the valuation done at the time of one time settlement and the valuationdone while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Public Deposits
In terms of the provisions of Sections 73 to 76 of theAct read with the relevant rules made thereunder, yourCompany has not accepted any deposit from the public.
Particulars of Employees
The statement containing the names and other particularsof employees in accordance with the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 (as amended), is given in “Annexure 5”, formingpart of this Report.
The statement containing the names and other particularsof employees in accordance with the provisions of Section197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 (as amended), is available with theCompany. In terms of provisions of Section 136 of the Act,any member intends to obtain a copy of the said detailsmay write to the Company Secretary.
Disclosure of Maternity Benefit Compliance
Your Company is in compliance of Maternity Benefit Act,1961 for the year under review.
Human Resources
The Employees are the key resource for your Company.Your Company continued to have a favorable workenvironment that encourages innovation and meritocracyat all levels. A detailed note on human resources is given inthe Management Discussion and Analysis Report formingpart of this Report. Employee relations remained cordial atall the locations of the Company.
Acknowledgment
The Directors wish to thank the Company's customers,business partners, vendors, bankers and financialinstitutions, all government and non- governmentalagencies and other business associates for their continuedsupport. The Directors would like to take this opportunityto place on record their appreciation for the committedservices and contributions made by the employees of theCompany during the year at all levels. The Directors alsoacknowledge and appreciate the support and confidencereposed by the Company's Members. The Directors remaincommitted to enable the Company to achieve its long¬term growth objectives in the coming years.
For and on behalf of the Board For and on behalf of the Board
ASK Automotive Limited ASK Automotive Limited
Kuldip Singh Rathee Aman Rathee
Chairman and Managing Director Joint Managing Director
DIN: 00041032 DIN: 00041130
Date: 19 May 2026Place: Gurugram