ASK Automotive Ltd Directors Report

Dear Shareholders,

Your Directors take pleasure in presenting the 36th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2024.

Financial Highlights

The financial highlights of your Company for the financial year under review, are as follows:

(Amount in H Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,92,643.31	2,55,542.49	2,99,454.94	2,55,516.66
Other Income	2,375.50	1,495.18	1,039.79	1,111.16
Total Income	2,95,018.81	2,57,037.67	3,00,494.73	2,56,627.82
Total expenses	2,71,487.80	2,38,757.86	2,79,147.62	2,39,063.04
Profit before exceptional items and tax	23,531.01	18,279.81	21,347.11	17,564.78
Share of Net Profit (Loss) of Joint Venture	—	—	1,649.93	(589.21)
Less: Total Tax Expenses	5,969.50	4,680.57	5,620.10	4,680.57
Profit after tax	17,561.51	13,599.24	17,376.94	12,295.00
Other comprehensive income/(loss), net of tax	(79.58)	5.37	(80.38)	(1.30)
Total comprehensive income	17,481.93	13,604.61	17,296.56	12,293.70

Standalone Financial Performance

During the year under review, on standalone basis, revenue from operations stood at Rs. 2,92,643.31 Lakhs as against Rs. 2,55,542.49 Lakhs in the previous year. The total income stood at Rs. 2,95,018.81 Lakhs as against Rs. 2,57,037.67 Lakhs in the previous year. The profit before tax (before exceptional items) stood at Rs. 23,531.01 Lakhs as against Rs. 18,279.81 Lakhs in the previous year. The profit after tax stood at Rs. 17,561.51 Lakhs as against Rs. 13,599.24 Lakhs in the previous year.

Consolidated Financial Performance

During the year under review, on consolidated basis, revenue from operations stood at Rs. 2,99,454.94 Lakhs as against Rs. 2,55,516.66 Lakhs in the previous year. The total income stood at Rs. 3,00,494.73 Lakhs as against Rs. 2,56,627.82 Lakhs in the previous year. The profit before tax (before exceptional items) stood at Rs. 21,347.11 Lakhs as against Rs. 17,564.78 Lakhs in the previous year. The profit after tax stood at Rs. 17,376.94 Lakhs as against Rs. 12,295.00 Lakhs in the previous year.

Pursuant to Section 129(3) of the Companies Act, 2013, ("Act") the Consolidated Financial Statements of the Company for FY 2023-24, are prepared in compliance with applicable provisions of the Act, Indian Accounting Standards ("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.

Business Operations / State of Companys Affairs

Your Companys 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, at its meeting held on 18 May 2024, has recommended Dividend of Re. 1/- per equity share being 50% of the face value of H 2/- each, for the FY 202324, for consideration of the Members of the Company at the ensuing 36th Annual General Meeting ("AGM").

The Dividend, if approved by the Members, will result in an outgo of H 1971.43 Lakhs. The Dividend recommended is in accordance with the Companys Dividend Distribution Policy.

Pursuant to provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time, the Company has formulated Dividend Distribution Policy. The policy is available on the Companys website at https://askbrake.com/dividenddistributionpolicy

Transfer to Reserves

The Company has not transferred any amount to the General Reserves for the Financial Year ended on 31 March 2024.

Initial Public Offer ("IPO")

During the year under review, the Company successfully came out with an Initial Public Offer ("IPO") of equity shares of the Company aggregating to H 83,391.32 Lakhs. The issue was entirely an offer for sale (OFS) of equity shares by promoters of the Company. The Company filed Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India ("the SEBI") on 12 June 2023 in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The issue was open for subscription from 7 November 2023 to 9 November 2023. The Company filed the Prospectus on 9 November 2023. Pursuant to the IPO, 2,95,71,390 equity shares of face value of Rs. 2/- each at a premium of Rs. 280/- per share, for a total amount of Rs. 83,391.32 Lakhs, were issued and allotted to the public on 10 November 2023 under various categories. The Company received listing and trading approvals from BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 13 November 2023 and the equity shares got listed on BSE and NSE on 15 November 2023. Your Directors believe that the listing of the Company would provide the right platform to take its brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders.

The Companys IPO received an overwhelming response and was oversubscribed by more than 50 times, reflecting an investor appetite for the issue. The market capitalization of the Company has marked its presence under the list of Top 1000 Companies. As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 617 and 620, respectively, as of 31 March 2024.

Technical Collaboration

During the year under review, the Company has entered into Technical Assistance Agreement with LIOHO Machine Work Ltd., Taiwan ("LH") on 7 February 2024. Pursuant to the said agreement, LH will provide its Technical Assistance to the Company to manufacture/ assemble High Pressure Die Casted Two Wheeler (2W) alloy Wheels. It will help the Company to develop a new product line to cater to its existing / new customers.

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

Joint Venture

Pursuant to the approval of the Board of Directors of the Company accorded at their Meeting held on 24 April 2024, the Company has entered into a Joint

Venture Agreement ("JVA") on 24 April 2024, with AISIN Asia (Thailand) Company Limited, Thailand ("AA-T") and AISIN Automotive Haryana Private Limited, India, ("AHL") (AA-T and AHL collectively referred to as ‘AISIN Group Companies), for marketing and selling of the Independent After Market ("IAM") parts for passenger cars, through a joint venture company ("JV Co."), which will be incorporated in due course of time.

The Company will own 51% of the shareholding in the JV Co., and shall be infusing funds up to H 10,71,00,000/- (in total), in one or more traches in the JV Co. out of which an amount of H 51,00,000/- shall be infused at the time of incorporation of the JV Co. and accordingly the proposed JV Co. will be the subsidiary of the Company. Further, the remaining 49% shall be owned by AISIN Group Companies.

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report, other than those explained herein above.

Share Capital

As on 31 March 2024, the Authorized Share Capital of the Company was H 45,00,00,000/- (Rupees Forty-Five Crores Only) divided into 22,50,00,000 (Twenty-Two Crores Fifty Lakhs) Equity Shares of H 2/- each and Issued, Subscribed and Paid-up capital was Rs. 39,42,85,200 /- (Rupees Thirty- Nine Crores Forty-Two Lakhs Eighty-Five Thousand Two Hundred Only) divided into 19,71,42,600 (Nineteen Crores Seventy-One Lakhs Forty-Two Thousand Six Hundred) Equity Shares of face value of H 2/- each.

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/- 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 Companys subsidiaries, associates and joint venture companies are provided in the prescribed Form AOC- 1, annexed herewith as "Annexure-1", forming part of this Report.

The list of subsidiaries, joint ventures, and associates of the Company, including the change (if any) during the year, is provided in Form AOC-1 and notes to the standalone financial statement of the Company.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company for FY2023-24, are prepared in compliance with applicable provisions of the Act, Indian Accounting Standards ("IndAS") 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, i.e., https:// askbrake.com/investors . The same shall also be available for inspection by members upon request.

Directors

During the FY 2023-24, the following changes have taken place in the Board of Directors of the Company:

The Shareholders of the Company at their meeting held on 05 April 2023 approved the appointment of Mr. Kumaresh Chandra Misra and Mrs. Deepti Sehgal, as Non-Executive Independent Directors of the Company for a period of 3 years w.e.f. 01 April 2023.

The Shareholders of the Company at their meeting held on 08 May 2023 approved following changes:

• Mr. Kuldip Singh Rathee was appointed as Chairman and Managing Director of the Company for a period of 5 years w.e.f. 01 May 2023, not liable to retire by rotation.

• Mr. Prashant Rathee, Mr. Aman Rathee & Mr. Rajesh Kataria, Executive Directors of the Company were re-appointed for a period of 5 years w.e.f. 01 May 2023, liable to retire by rotation.

• Mrs. Vijay Rathee was re-appointed as Non-Executive Director of the Company for a period of 5 years w.e.f. 01 May 2023, liable to retire by rotation.

• Mr. Arun Duggal, Mr. Yogesh Kapur and Mr. Vinay Kumar Piparsania, were appointed as Non-Executive Independent Directors of the Company for a period of 3 years w.e.f. 01 May 2023.

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 regulations of Listing Regulations, for their appointment as Independent Directors of the Company and are independent of the management.

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 or confirmed to appear for the proficiency test within the prescribed timeline, as applicable.

As per the provisions of Section 152 of the Act, Mr. Rajesh Kataria (DIN: 08528643) and Mrs. Vijay Rathee (DIN: 00042731) retire by rotation at the forthcoming Annual General Meeting ("AGM") of the Company, and being eligible, offer themselves for re-appointment. The relevant details are provided in the Notice of AGM.

The Board recommends the appointment of aforesaid Directors, retiring by rotation, to the Members for their approval at the forthcoming AGM by passing ordinary resolution.

Key Managerial Personnel

As on 31 March 2024, 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, Whole Time Director

• Mr. Aman Rathee, Whole Time 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, ten (10) Board Meetings were convened and held. The intervening gap between the two meetings was 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 Board members have carried out the annual performance evaluation of the Board as whole, the individual Directors (including the Chairman of the Board), as well as evaluation of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee, on parameters as defined under the Board Evaluation Policy of the Company.

In addition to above, the Independent Directors of the Company also evaluated the performance of Non- Independent Directors, Chairman and the Board as a whole and all Board Committees, in their separate meeting held on 29 March 2024 on parameters as defined under the Board Evaluation Policy of the Company.

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 2023-24 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., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings 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 34th AGM held on 30 September 2022, for second term of 5 (five) consecutive years i.e. from the conclusion of 34th AGM till the conclusion of 39th AGM of the Company. The Statutory Auditors have confirmed that they are eligible and qualified to continue as Statutory Auditors of the Company.

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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed Vinod Kumar & Co., Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY 2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith as "Annexure 2" forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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, Cost Accountants, as the Cost Auditors of the Company, for conducting the audit of cost records of products/services of the Company for FY 2023-24. The remuneration paid to the Cost Auditors was ratified by the members of the Company at the 35th AGM held on 16 September 2023.

Further, based on the recommendation ofAudit 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 FY 2024-25. The remuneration proposed is H 90,000 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, Secretaria! 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 detai! 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 SEBI 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 the Secretarial Auditors 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 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/CSRpolicy.

The Report on the CSR activities in the prescribed format, approved by the CSR Committee on 18 May 2024, is given in "Annexure 3", forming part of this Report.

Related Party Transactions

The Board of Directors of the Company has adopted a Related Party Transactions Policy 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 arms 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 ManagementDiscussion 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 Companys 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.

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

The Company has a policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto, covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention, and Redressal) Act, 2013." The status of complaints is provided in the Corporate Governance Report, forming part of this Report.

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 at https://askbrake.com/nrcpolicy.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, the Company has established a Whistle Blower Policy for Directors, Employees and Other Stakeholders to report genuine concerns.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations,theBoardapproved the Dividend Distribution Policy. The Policy is available on the website ofthe Company at https://askbrake.com/dividenddistributionpolicv.

Business Responsibility Sustainability Report

Pursuant to the provisions of Regulation 34 of the Listing Regulations, a separate section on Business Responsibility Sustainability Reporting forms part of this Annual Report.

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 Variable frequency drive (VFD) for air compressors and machines.

b) Installation of energy efficient motors and pumps.

c) Reclaiming heat from oven for hot water generation.

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

e) Use of LED Lights

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

a) Renewable energy contributes around 73.00 Lakhs units.

b) Replacement of diesel with 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) The Company is aggressively working towards development of precision parts

for light-weighting and heat management to be used in Electric Vehicles (EV), interna! Combusti?n Engines (iCE) vehicles, All-Terrain Vehicles (ATV), power tools and outdoor equipments in its state-of the- art Tool Room and Design Centre.

(ii) Development of critical thin wall aluminium housing for advance safety and user experience and also for driving assistance system.

(iii) Development of structural parts for upcoming Electric Vehicles (EV) like battery boxes, covers, main structural arms etc.

(iv) Development of high integrity parts with stringent mechanical strength requirement.

(v) Technical collaboration with renowned Taiwan based organisation for development of safety critical parts by migrating the manufacturing process from gravity casting to high pressure.

2. Benefits derived as a result of the above efforts

(i) Development of world class quality products for export and domestic markets.

(ii) Readiness for EV transition and light-weighting trends.

(iii) Diversification opportunities in non-automotive space like power tools, tools and outdoor equipments.

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

financial year)

There was no technology imported during the last three years.

4. Expenditure incurred on Research and Development

1) Expenditure on R&D

a. Capital	Nil
b. Recurring	Rs. 34.64 lakhs (previous year Rs. 68.15 Lakhs)
c. Total	Rs. 34.64 lakhs (previous year Rs. 68.15 Lakhs)
d. Total R&D expense as % of total turnover/ Sales	0.01% (previous year 0.03%)

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	Rs. 4,146.96 Lakhs (Last Year Rs. 4,565.08 Lakhs)
b) Foreign Exchange earned	Rs. 12,955.66 Lakhs (Last Year Rs. 9,061.81 Lakhs)
c) Net Foreign Exchange earned (b-a)	Rs. 8,808.70 Lakhs (Last Year Rs. 4496.73 Lakhs)

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.

Annual Return

The Annual Return as required under Section 134 (3) read with 92(3) of the Act is available on the website of the Company at https://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 provisi?n of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Managing or Whole-time Director of the Company who are in receipt of commission from the Company and receiving any remuneration or commission from any subsidiary Company.

• 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.

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 Companys customers, business partners, vendors, bankers and financial institutions, all government & 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 Companys shareholders. 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	Whole Time Director
DIN: 00041032	DIN: 00041130
Date: 18 May 2024
Place: Gurugram