DIRECTORS' REPORT

Your Directors take pleasure in presenting the 38^th Annual Report of ASK Automotive Limited (“Company”) along with the
Audited 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)

Standalone Financial Performance

During the year under review, on standalone basis, revenue
from operations stood at H 3304.88 Crore as against
H 3,219.54 Crore in the previous year. The total income
stood at H 3353.00 Crore as against H3,254.22 Crore in the
previous year. The profit before tax (before exceptional
items) stood at H 309.44 Crore as against H 286.01 Crore
in the previous year. The profit after tax stood at H 229.60
Crore 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 against
H 3,600.83 Crore in the previous year. The total income
stood at H 4196.35 Crore as against H 3,612.71 Crore in the
previous year. The profit before tax (before exceptional
items) stood at H 388.61 Crore as against H 321.12 Crore
in the previous year. The profit after tax stood at H 297.32
Crore 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 the
Company for FY 2025-26, are prepared in compliance
with applicable provisions of the Act, Indian Accounting
Standards (“Ind-AS”) and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”).

Business Operations / State of Company’s
Affairs

Your Company's plant/s were operating smoothly and no
major breakdown was reported. There has been no change
in the nature of the business of the Company.

Dividend

The Board of Directors of the Company (“Board”) at its
meeting held on 19 May 2026, has recommended Final
Dividend of H 1.85 per equity share being 92.5 % of the face
value of H 2/- each, for the FY 2025-26, for consideration
and approval of the Members of the Company at the
ensuing 38^th Annual General Meeting (“AGM”).

The Dividend, if approved by the Members, will result in an
outgo of H 36.47 Crore approx. The Dividend recommended
is in accordance with the Company's Dividend Distribution
Policy, which will be paid out of profits of the year. The
Record Date for the purpose of determining the entitlement
of members to receive dividend is 31 July 2026.

Pursuant to provisions of Regulation 43A of the Listing
Regulations as amended from time to time, the Company
has formulated Dividend Distribution Policy. The policy is
available 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 General
Reserves for the Financial Year ended on 31 March 2026.

Material changes and commitments, if any,
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the
financial statements relate and the date of the
report

No material change and/or commitment affecting the
financial position of your Company has occurred between
the end of Financial Year and the date of this report.

Share Capital

As on 31 March 2026, the Authorized Share Capital of
the Company was H 45,00,00,000/- (Rupees Forty-Five
Crores) divided into 22,50,00,000 (Twenty-Two Crores
Fifty 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 Thousand
Six Hundred) Equity Shares of face value of H 2/- (two) each.

During the period under review, Mr. Kuldip Singh Rathee, one
of the Promoter of the Company reported sale of 78,85,704
(Seventy-Eight Lakh Eighty-Five Thousand Seven Hundred
Four) i.e. 4% equity shares of the Company via Open
Market mechanism for maintaining the minimum public
shareholding as per Securities Contracts (Regulation)
Act, 1956. Accordingly, the Company has achieved the
Minimum Public Shareholding requirements, as mandated
under Rules 19(2)(b) and 19A of the Securities Contracts
(Regulation) Rules 1957, read with Regulation 38 of the
Listing Regulations .

During the year under review, the Company has not issued
any equity shares with differential rights, sweat equity
shares or bonus shares. The Company has only one class
of 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 formed
any Employees Stock Option Scheme/Plan.

Buy Back

During the year under review there was no buyback of
equity 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 of
the Company's subsidiaries, associates and joint venture
companies are provided in the prescribed Form AOC-
1, annexed herewith as “Annexure-1”, forming part of
this Report and also provided in notes to the standalone
financial statement of the Company.

ASK Automobiles Private Limited, Wholly Owned
Subsidiary of the Company is a material subsidiary of
the Company. The policy for determining the material
subsidiary companies is available on the Company's
Website athttps://askbrake.com/wp-content/uploads/
Policv-for-determining-material-subsidiaries.pdf

Neither the Executive Director nor the Whole-time Director
of the Company receive any remuneration or commission
from any of its subsidiaries except. Mr. Rajesh Kataria,
Whole-time Director of the Company who also holds a
position of Director on the Board of ASK Automobiles
Private 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 their
Meeting held on 25 June 2025, the Company entered into
a Joint Venture Agreement (“JVA”) on 26 June 2025, with
T.D. Holding GmbH (“TDH”) for manufacturing, marketing
and selling sunroof control cables and/or helix cables for
passenger vehicles through a Joint Venture Company (“JV
Co.”). The said JV Co. namely ASK GTD Control Cables
Private Limited (“ASK GTD”) was incorporated on 15
September 2025.

The Company holds 49% of the shareholding in the ASK
GTD by infusing capital of H 2,45,00,000. Further, the
remaining 51% is owned by TDH.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company
for FY 2025-26 are prepared in compliance with applicable
provisions of the Act, Ind- AS and Listing Regulations. The
Consolidated Financial Statements have been prepared on
the basis of Audited Financial Statements of the Company,
its Subsidiaries and Joint Ventures, as approved by their
respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the
Audited Financial Statements of the Company (Standalone
and Consolidated) along with the relevant documents
and the audited accounts of the Subsidiary are available
on the website of the Company athttps://askbrake.com/
subsidiary-company-financial-information/. The same shall
also be available for inspection by members upon request.

Directors

Your Company is managed and guided by a professional
Board comprises Executive, Non-Executive and
Independent Directors. As on 31 March 2026, the Board
of the Company comprises 10 (ten) Directors out of which
5 (five) are Independent Directors, constituting half of
the Board's total strength. The Board has 2 (two) women
directors including 1 (one) independent woman director.

During the year under review, the Members of the Company
at 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 by
rotation, 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 Managing
Directors of the Company in the category of Whole¬
time Director w.e.f. 13 May 2025 and (iii) appointment of
Mr. Rajan Wadhera (DIN: 00416429), as an Independent
Director of the Company, not liable to retire by rotation,
to hold office for a term of 3 (three) consecutive years
w.e.f. 01 June 2025.

During the year under review, Mr. Arun Duggal
(DIN: 00024262), Independent Director of the Company
resigned from the position of Independent Director of the
Company w.e.f. closure of business hours on August 13,2025.

The Board, on the recommendation of Nomination and
Remuneration Committee, at its meeting held on 28
January 2026 approved re-appointment of (i) Mrs. Deepti

Sehgal (DIN: 09772630) and Mr. Kumaresh Chandra
Misra (DIN: 00388546) as Non-Executive Independent
Directors, not liable to retire by rotation, for a term of 3
(three) consecutive years w.e.f. 1 April 2026 to 31 March
2029 and (ii) Mr. Vinay Kumar Piparsania (DIN: 07721040)
and Mr. Yogesh Kapur (DIN: 00070038) as Non-Executive
Independent Directors, not liable to retire by rotation, for a
term of 3 (three) consecutive years w.e.f. 1 May 2026 to 30
April 2029, subject to the approval of the Members of the
Company. The aforesaid re-appointment was subsequently
approved by the Members of the Company by way of
special resolutions through postal ballot on 05 March
2026 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 to
retire by rotation at the forthcoming AGM of the Company
and being eligible, offered themselves for re-appointment.
The Board, on the recommendation of Nomination and
Remuneration Committee, at its meeting held on 19 May
2026 recommended their re-appointment.

None of the Directors of the Company are disqualified as
per the provisions of Section 164 of the Act. The Directors
of the Company have made necessary disclosures under
Section 184 and other relevant provisions of the Act.

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of Independence as prescribed under the Act and
Listing Regulations.

Further, in the opinion of the Board and on the basis of
declaration of independence provided by the Independent
Directors, they all fulfill the conditions specified in the
Act and Rules made thereunder read with the applicable
Listing Regulations, for their appointment as Independent
Directors of the Company and are independent of
the management.

Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act.
All Independent Directors have registered themselves with
the Indian Institute of Corporate Affairs for the inclusion
of 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 the
exemption from that, as applicable.

The terms and conditions of appointment of the Independent
Directors are in compliance with the provisions of the Act &
Listing Regulations. The terms and conditions are available
on 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 of
provisions of the Act:

• Mr. Kuldip Singh Rathee, Chairman and
Managing 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 Meetings
were convened and held. The intervening gap between the
two meetings were within the period prescribed under the
Act and Listing Regulations. For further details, please
refer to the Corporate Governance Report, forming part
of this Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing
Regulations, the Nomination and Remuneration Committee
of the Company (“NRC”) reviewed the performance
of all Board members (including Executive Directors,
Non-Executive Non-Independent Director, Independent
Directors and Chairperson of the Board (Chairperson))
on the parameters as defined under the Board Evaluation
Policy of the Company, developed on the basis of Guidance
Note on Board Evaluation issued by the SEBI (‘Board
Evaluation Policy').

Pursuant to the provisions of the Act and Listing Regulations,
the Board including individual Directors has carried
out annual performance evaluation of all other Board
members (including Executive Directors, Non-Executive
Non Independent Director, Independent Directors and
Chairperson), the Board as whole, all Board constituted
Committees such as Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholder's Responsibility Committee and
Risk Management Committee (Board Committees), on the
parameters as defined under the Board Evaluation Policy.

In addition to above, the Independent Directors of the
Company, in compliance with the provisions of Regulation
25(4) of Listing Regulations, at their separate meeting
held on 18 March 2026, also evaluated the performance
of Non-Independent Directors, Chairperson and the Board
as a whole and all Board Committees, on parameters as
defined under the Board Evaluation Policy.

The Board after reviewing the performance of Individual
Directors including Chairperson, Board as a whole, Board
Committees, based on the parameters laid in the Board
Evaluation Policy noted that no shortcoming was found
and their performance was satisfactory.

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the
Directors of your Company hereby state and confirm that:

a) in the preparation of the Annual Accounts, the
applicable Accounting Standards have been followed
along with the proper explanation relating to
material departures;

b) the Directors have selected such Accounting Policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of FY 2025-26 and of the profit
and loss of the Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on
the going concern basis;

e) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Secretarial Standards

During the year under review applicable Secretarial
Standards, i.e. Secretarial Standard on Meetings of the
Board of Directors (SS-1) and Secretarial Standard on
General Meetings (SS-2) issued by the Institute of Company
Secretaries of India, have been followed by the Company.

Statutory Auditors

M/s Walker Chandiok & Co. LLP, Chartered Accountants
(Registration No. 001076N/N500013), were re-appointed
as Statutory Auditors of the Company at the 34^th AGM
held on 30 September 2022, for second term of 5 (five)
consecutive years i.e. from the conclusion of 34^th AGM till
the conclusion of 39^th AGM of the Company. The Statutory
Auditors have confirmed that they are eligible and qualified
to continue as Statutory Auditors of the Company.

The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors’ Report

The notes on the Financial Statement (Standalone and
Consolidated) referred to in the Independent Auditors'
Report are self- explanatory and do not require any further
comments. The Independent Auditors' Report does not
contain any qualification, reservation or adverse remark.

Secretarial Auditors

M/s Mehta & Mehta, Company Secretaries (Firm
Registration No. P1996MH007500), a peer reviewed firm,
were appointed as a Secretarial Auditor of the Company
at the 37^th 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 till
financial year 2029-30 and to furnish the Secretarial Audit
Report thereon.

The Secretarial Audit Report submitted by M/s Mehta
& Mehta, Company Secretaries, for the financial year
2025-26 in the prescribed format is annexed herewith as
“Annexure 2” forming part of this Report.

The Secretarial Audit Report contains one observation and
does not contain any qualification, reservation or adverse
remark. Further, there were no frauds reported by the
Secretarial Auditors to the Audit Committee or the Board
under Section 143(12) of the Act.

The observation made in the Secretarial Audit Report
along with the Company's response thereon is as under:

Observation:

During the year under review, we have observed that the
Company has not submitted the prior intimation in PDF
format to the Stock Exchange(s) under Regulation 29(1)
(e) of the SEBI (LODR) Regulations, 2015, in respect of the
Board Meeting convened to consider and recommend the
final dividend. However, intimation in XBRL mode was done
by the company as required.

Management Reply to the Observation of the
Secretarial Auditor:

The Company submits that prior intimation of the Board
Meeting was duly filed with the Stock Exchange(s) within
the prescribed timelines under Regulation 29 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in both PDF and XBRL modes.

However, due to an inadvertent oversight while uploading
the PDF version of the intimation, the specific agenda item
relating to consideration and recommendation of final
dividend was inadvertently omitted from the PDF filing,
though the same was appropriately disclosed in the XBRL
submission made with the Stock Exchange(s).

The Company clarifies that there was no delay in
dissemination of the material information to the Stock
Exchange(s), nor any intention to withhold or suppress
any material event/information from the investors or
regulatory authorities. The Board Meeting was conducted in
compliance with applicable provisions of the SEBI (LODR)
Regulations, 2015 and the relevant outcome/disclosures
were duly submitted within the prescribed timelines.

The omission being procedural and inadvertent in nature,
the Company has strengthened its internal review and
compliance verification mechanisms to ensure complete
and accurate filings in all modes going forward. The
management remains committed to maintaining the
highest standards of corporate governance, transparency
and regulatory compliance.

Secretarial Auditors’ Report of Material Unlisted
Subsidiary

Pursuant to the requirement of Regulation 24A of the
Listing Regulations, Secretarial Audit Report of ASK

Automobiles Private Limited, a material subsidiary of the
Company is available on the website of the Company at
https://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 by
the Company, as required in accordance with the provisions
of Section 148 of the Act.

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
the Board appointed M/s Kashyap Kumar & Associates
(Firm Registration Number 003338), Cost Accountants, as
the Cost Auditors of the Company, for conducting the audit
of cost records of products/services of the Company for
FY 2025-26. The remuneration paid to the Cost Auditors
was ratified by the Members of the Company at the 37^th
AGM held on 1 August 2025. There were no frauds reported
by the Cost Auditors to the Audit Committee or the Board
under 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 remuneration
proposed is H 95,000/- and is subject to ratification by the
Members 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 any
instances of fraud committed against the Company by its
officers or employees as specified under Section 143(12) of
the Act. Hence, no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant
to Regulation 34(2)(e) read with Para B of Schedule V of
the Listing Regulations, is given as a separate section and
forms part of this Report.

Corporate Governance Report

Your Company adhere to the Corporate Governance
requirements set out by the Securities and Exchange
Board of India and is committed to the highest standard of
Corporate Governance.

Your Company has complied with all the mandatory
requirements relating to Corporate Governance in the
Listing Regulations. The Corporate Governance Report
pursuant to the requirement of Listing Regulations is given
as a separate section and forms a part of this Report.
The certificate from Mr. Vinod Kumar Aneja, Practicing
Company Secretary (Membership No. FCS 5740) of
M/s. Vinod Kumar & Co., Company Secretaries, confirming
the compliance with the conditions of the Corporate
Governance stipulated in Para E of Schedule V of Listing
Regulations is also annexed to the said Corporate
Governance Report.

Corporate Social Responsibility

Pursuant to the requirements of Section 135 of the Act
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has a Corporate Social
Responsibility (CSR) Committee. The brief detail of the
Committee is mentioned in the Corporate Governance
Report, forming part of this Report. The CSR Policy of the
Company is available on the website of the Company at
https://askbrake.com/wp-content/uploads/CSRpolicy.
pdf. During the year, no revision was made to the CSR Policy
of the Company. This Policy includes inter- alia the guiding
principles for selection, implementation and monitoring of
CSR activities of the Company.

The Report on the CSR activities in the prescribed format,
approved by the CSR Committee on 19 May 2026, is given
in “Annexure-3”, forming part of this Report.

The CSR Committee confirms that the implementation and
monitoring of the CSR Policy was done in compliance with
the CSR objectives and policy of the Company.

Credit Rating

During the year under review, your Company's credit ratings
by CRISIL is as below:

Related Party Transactions

The Company has formulated a Policy on materiality of
Related Party Transactions for bringing transparency while
dealing with Related Party Transactions. The policy is being
reviewed periodically in line with the amendments in the
Listing Regulations. The policy has been displayed on the
website athttps://askbrake.com/corporate-governance/.

The Related Party Transactions Policy is formulated for
identifying, reviewing, and approving transactions between

the Company and the Related Parties in compliance with
the applicable provisions of the Listing Regulations, the
Act and the Rules thereunder.

All Related Party Transactions entered into by the Company
during the year under review were in the ordinary course
of business and on an arm's length basis. There was no
material-related party transaction made by the Company
with Promoters, Directors, Key Managerial Personnel or

other related parties, which may have a potential conflict
with the interest of the Company at large. All Related
Party Transactions were approved by the Audit Committee
and were also placed in the Board meetings as a good
Corporate Governance practice.

A statement of all Related Party Transactions is presented
before 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 falls
under the scope of Section 188(1) of the Act. The details
of 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 (including
Internal Financial Controls) and its adequacy is given in
the Management Discussion and Analysis Report, forming
part of this Report. The Company has designed and
implemented a process-driven framework for internal
financial controls within the meaning of explanation to
Section 134(5)(e) of the Act. The Board is of the opinion
that the Company has sound Internal Financial controls
commensurate with the nature and size of its business
operations and that such internal financial controls are
adequate and were operating effectively. The Directors
have in the Directors Responsibility Statement confirmed
the same to this effect.

The Company's risk management mechanism is detailed in
the Management Discussion and Analysis Report.

Statutory Committees

The details of the Committees of the Board, viz., Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee and Risk Management Committee
constituted in compliance with the provisions of the Act
and Listing Regulations are provided in the Corporate
Governance Report, forming part of this Report.

Audit Committee

Audit Committee comprises of four Directors viz. Mrs. Deepti
Sehgal, Mr. Yogesh Kapur, Mr. Vinay Kumar Piparsania, and
Mr. Aman Rathee. Mrs. Deepti Sehgal is the Chairperson
of the committee.

For further details of Audit Committee, please refer
Corporate Governance Report, forming part of this Report.
During the year under review, all the recommendation of
the Audit Committee were accepted by the Board.

Statutory Policies/Codes

In compliance with the various provisions of the Act
and Listing Regulations, the Company has the following
policies/ codes:

• Policy for determining ‘Material' Subsidiaries

• Policy on determination and disclosure of Materiality
of Events and Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to regulate, monitor and
report trading by Designated Persons and their
Immediate Relatives

• Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI)

• Policy and Procedure for Inquiry in case of Leak of
Unpublished Price Sensitive Information (UPSI) or
suspected 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 and
Senior 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 sexual
Harassment at workplace and Internal Complaints
Committee (‘ICC') as per the requirements of Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by
ICC. No complaint was pending at the beginning or at the
end of the financial year.

Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination
and Remuneration Committee, adopted the Nomination
and Remuneration Policy, as stated in the Corporate
Governance Report. The Policy is available on the website
of 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 the
Act and Regulation 22 of Listing Regulations, the Company
has a Whistle Blower Policy for Directors, Employees
and Other Stakeholders to report genuine concerns.
The policy is available on the website of the Company
athttps://askbrake.com/wp-content/uploads/Whistle-
Blower-Policy.pdf .

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing
Regulations, the Company has Dividend Distribution
Policy. The Policy is available on the website of the
Company athttps://askbrake.com/wp-content/uploads/
dividenddistributionpolicy.pdf .

Business Responsibility and Sustainability
Report

Pursuant to the provisions of Regulation 34 of the Listing
Regulations, a separate section on Business Responsibility
and Sustainability Reporting forms part of this Report and
is also available on the website of the Company athttps://
askbrake.com/financial-information/#annual-returns.

Information Relating to Conservation of
Energy, Technology Absorption, Research and
Development, Exports, and Foreign Exchange
Earnings and Outgo:

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of
energy: -

a) Installation of Servo Motors with Variable
frequency drive (VFD) on machines.

b) Installation of energy efficient holding
furnaces, motors, air compressors, LED
lights and pumps.

c) Reclaiming heat from oven for hot
water generation.

d) Use of transparent sheets in building
for natural light.

(ii) Steps taken by the company for utilizing
alternate sources of energy:

a) 9.9 MWp Captive Solar plant at Sirsa,
Haryana operationalized in April 2025. In
addition to above,

b) In addition to above, renewable energy
procured from different sources totaling 96
Lakh 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 conservation
equipment

The Company has not made significant capital
investment on energy conservation equipment
during the year under review. However, the
Company has made capital investments in
replacing high energy consuming equipment/
machinery/apparatus with low energy consuming
equipment/ machinery/apparatus.

B. TECHNOLOGY ABSORPTION

1. Efforts in brief, made towards technology
absorption, adaptation and innovation

(i) Development of Short-Range Radar Housing
having very thin wall, critical profile and
high precision.

(ii) Developed high integrity and sound
structural parts for battery pack mounting.

(iii) Developed motor housing for passenger
electric vehicles.

iv) Developed non-drive-end housings and plates.

(v) Developed multiple variants of precision
parts for light-weighting and heat
management to be used in Electric Vehicles
(EV), Internal Combustion Engines (ICE)
vehicles, All-Terrain Vehicles (ATV), power
tools and outdoor equipments in its state-of
the-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 for
modern age equipment and applications like
Short-Range Radar.

(iii) Diversification opportunities in non¬
automotive space like power tools, all terrain
vehicles and outdoor equipments.

3. In case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year)

Technology imported (right to use) under
technical assistance agreement from Taiwanese
organisation for alloy wheel is under technology
absorption 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 heat
management 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 the
Notes to the Financial Statement.

Risk Management

The Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for
the 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. Regular
meetings of the Risk Management Committee are held to review and further improve the risk management systems of
the Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement of
the organisation's objectives. Risk management is an ongoing activity considering the dynamic business environment in
which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new
evolving 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 the
Company 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 no
transaction 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 including
Employees' Stock Options Scheme.

• Any scheme or provision of money for the purchase of its own shares by employees or by trustees for the
benefit of employees.

• Significant or material orders passed by the Regulators or Courts or Tribunals, which impact the going concern status
of the Company and its operation in future.

• the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the 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 valuation
done 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 the
Act read with the relevant rules made thereunder, your
Company has not accepted any deposit from the public.

Particulars of Employees

The statement containing the names and other particulars
of employees in accordance with the provisions of Section
197(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”, forming
part of this Report.

The statement containing the names and other particulars
of employees in accordance with the provisions of Section
197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), is available with the
Company. In terms of provisions of Section 136 of the Act,
any member intends to obtain a copy of the said details
may 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 work
environment that encourages innovation and meritocracy
at all levels. A detailed note on human resources is given in
the Management Discussion and Analysis Report forming
part of this Report. Employee relations remained cordial at
all the locations of the Company.

Acknowledgment

The Directors wish to thank the Company's customers,
business partners, vendors, bankers and financial
institutions, all government and non- governmental
agencies and other business associates for their continued
support. The Directors would like to take this opportunity
to place on record their appreciation for the committed
services and contributions made by the employees of the
Company during the year at all levels. The Directors also
acknowledge and appreciate the support and confidence
reposed by the Company's Members. The Directors remain
committed 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 2026
Place: Gurugram