ASK Automotive Ltd Directors Report

Dear Shareholders,

Your Directors take pleasure in presenting the 37th Annual Report of ASK Automotive Limited ("Company") along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2025.

Financial Highlights

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

(Amount in Rs. Crore)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	3,219.54	2,926.43	3,600.83	2,994.55
Other Income	34.68	23.76	11.88	10.40
Total Income	3,254.22	2,950.19	3,612.71	3,004.95
Total expenses	2,968.21	2,714.88	3,291.59	2,791.48
Profit before exceptional items and tax	286.01	235.31	321.12	213.47
Share of Net Profit (Loss) of Joint Venture			6.25	16.50
Less: Total Tax Expenses	73.34	59.70	79.75	56.20
Profit after tax	212.67	175.61	247.62	173.77
Other comprehensive income/(loss), net of tax	(1.26)	(0.79)	(1.41)	(0.80)
Total comprehensive income	211.41	174.82	246.21	172.97

Standalone Financial Performance

During the year under review, on standalone basis, revenue from operations stood at Rs. 3,219.54 Crore as against Rs. 2,926.43 Crore in the previous year. The total income stood at Rs. 3,254.22 Crore as against Rs. 2,950.19 Crore in the previous year. The profit before tax (before exceptional items) stood at Rs. 286.01 Crore as against Rs. 235.31 Crore in the previous year. The profit after tax stood at Rs. 212.67 Crore as against Rs. 175.61 Crore in the previous year.

Consolidated Financial Performance

During the year under review, on consolidated basis, revenue from operations stood at Rs. 3,600.83 Crore as against Rs. 2,994.55 Crore in the previous year. The total income stood at Rs. 3,612.71 Crore as against Rs. 3,004.95 Crore in the previous year. The profit before tax (before exceptional items) stood at Rs. 321.12 Crore as against Rs. 213.47 Crore in the previous year. The profit after tax stood at Rs. 247.62 Crore as against Rs. 173.77 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 2024-25, 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 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 of the Company ("Board"), at its meeting held on 13 May 2025, has recommended Final Dividend of Rs. 1.50/- per equity share being 75% of the face value of Rs. 2/- each, for the FY 2024-25, for consideration and approval of the Members of the Company at the ensuing 37th Annual General Meeting ("AGM").

The Dividend, if approved by the Members, will result in an outgo of Rs. 29.57 Crore approx . The Dividend recommended is in accordance with the Companys 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 18 July 2025.

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 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 2025.

Technical Collaboration

During the year under review, the Company has entered into Technical Assistance and License Agreement for Cast Wheel Production with Kyushu Yanagawa Seiki Co. ("KYSK"). Pursuant to the said agreement, KYSK will furnish its Technical Assistance and Know-how to the Company to manufacture high pressure die casted alloy wheels for two-wheeler ("Products") for supplying such Products to identified Japanese 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

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.

Joint Venture

Pursuant to the approval of the Board 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.") The said JV Co. namely AISIN ASK India Private Limited was incorporated on 30 July, 2024.

The Company holds 51% of the shareholding in the AAIPL by infusing capital of Rs. 10,71,00,000. Accordingly, AAIPL is a subsidiary joint venture of the Company. Further, the remaining 49% is 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.

Share Capital

As on 31 March 2025, the Authorized Share Capital of the Company was Rs. 45,00,00,000/- (Rupees Forty-Five Crores) divided into 22,50,00,000 (Twenty-Two Crores Fifty Lakh) Equity Shares of Rs. 2/-(Two) each and Issued, Subscribed and Paid-up capital was Rs. 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 Rs. 2/- (Two) each.

During the period under review, Mr. Kuldip Singh Rathee, one of the Promoter of the Company reported sale of 1,19,27,127 (One Crore Ninteen lakh Twenty Seven Thousand One Hundred Twenty Seven) (6.05%) equity shares of the Company via offer for sale through stock exchange mechanism for maintaining the minimum public shareholding as per Securities Contracts (Regulation) Act, 1956. 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 Rs. 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 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 and also provided in notes to the standalone financial statement of the Company.

Further based on the Consolidated Financial Statement of the Company approved by the Board at its meeting held on 13 May 2025, ASK Automobiles Private Limited, Wholly Owned Subsidiary of the Company has become material subsidiary of the Company. The policy for determining the material subsidiary companies is available on the Companys Website at https://askbrake. com/wp-content/uploads/Policy-for-determining-material-subsidiaries.pdf

Consolidated Financial Statement

The Consolidated Financial Statements of the Company for FY 2024-25 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, at https:// askbrake.com/investors/. The same shall also be available for inspection by members upon request.

Directors

During the year under review, the Members of the Company at their meeting held on 21 August 2024 approved the following changes:

Mr. Rajesh Kataria (DIN 08528643) who retired by rotation, was re-appointed as an Executive Director of the Company.

Mrs. Vijay Rathee (DIN 00042731) who retired by rotation, was re-appointed as a Non-Executive Non-Independent Director of the Company.

The Board at its meeting held on 13 May 2025 recommended the re-appointment of Mr. Prashant Rathee (DIN: 00041081) and Mr. Aman Rathee (DIN: 00041130), Directors of the Company who retires by rotation at the forthcoming AGM of the Company and being eligible, offer themselves for the re-appointment, subject to the approval of Members of the Company by passing ordinary resolution. The relevant details are provided in the Notice of AGM.

Mr. Prashant Rathee (DIN: 00041081) and Mr. Aman Rathee (DIN: 00041130) were re-designated as the Joint-Managing Director of the Company in the category of Whole-Time Director by the Board at its meeting held on 13 May 2025, subject to the approval of members in the forthcoming AGM. The relevant details for the same are provided in the Notice of AGM.

Board in its meeting held on 13 May 2025 appointed Mr. Rajan Wadhera (DIN:00416429) as an Additional Director in the Category of Non-Executive Independent Director of the Company to hold office with effect from 01 June 2025 till forthcoming AGM. The Board at its meeting also approved appointment of Mr. Wadhera, subject to the approval of the members of the Company, as a Non-Executive Independent Director of the Company for a period of 3 years with effect from 01 June 2025. The relevant details of Mr. Wadhera and an appropriate resolution for his appointment is provided and forming part of the AGM Notice.

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.

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.

Key Managerial Personnel

As on 31 March 2025, 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, 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 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, in compliance of Regulation 25(4) of Listing Regulations 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 25 March 2025 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 2024-25 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 this 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 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.

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

Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board in its meeting held on 13 May 2025 approved the appointment of M/s Mehta & Mehta, Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No. P1996MH007500), as the Secretarial Auditors of the Company for 1st term of 5 (five) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30, subject to approval of the Members of the Company at the ensuing 37th Annual General Meeting of the Company.

Brief detail of M/s Mehta & Mehta , Company Secretaries are separately disclosed in the Notice of the ensuing AGM.

M/s Mehta & Mehta, Company Secretaries have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits and that they are not disqualified to act as the Secretarial Auditors of the Company under the Act & Rules made thereunder and Listing Regulations.

The Secretarial Audit Report submitted by Vinod Kumar & Co., Practicing Company Secretaries, for the financial year 2024-25 in the prescribed format is annexed herewith as "Annexure 2" forming part of this Report.

The Secretarial Audit report does not contain any further qualification, reservation or adverse remark.

Secretarial Auditors Report of Material Unlisted Subsidiary

Secretarial Audit Report of ASK Automobiles Private Limited, Wholly Owned Subsidiary of the Company, which become material subsidiary of the Company based on the Consolidated Financial Statement of the Company approved by the Board at its meeting held on 13 May 2025 alongwith its Audited Financial Statement for the FY2024-25 is available on the website of the Company at https:// askbrake.com/subsidiary-company-financial-information/

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 2024-25. The remuneration paid to the Cost Auditors was ratified by the members of the Company at the 36th AGM held on 21 August 2024. 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 FY2025-26. The remuneration proposed is Rs. 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, 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 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 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/CSRpolicy. 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 13 May 2025, 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 Companys credit ratings by CRISIL is as below:

Sl. No.	Instrument Description	Rating Agencies	Rating Assigned
1.	Bank Loan Facilities - Long Term Rating	CRISIL LIMITED	AA/Stable (Upgraded from ‘Crisil AA-/Positive)
2.	Bank Loan Facilities - Short Term Rating	CRISIL LIMITED	A1+ (Reaffirmed)

Related Party Transactions

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 updated policy has been displayed on the website at https:// askbrake.com/corporate-governance/

The Board 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 Management Discussion and Analysis Report, forming part ofthisReport.TheCompanyhasdesignedandimplemented 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.

Audit Committee

Audit committee comprises of five Directors viz. Mr. Arun Duggal, Mr. Yogesh Kapur, Mr. Vinay Kumar Piparsania, Ms. Deepti Sehgal and Mr. Aman Rathee. Mr. Arun Duggal is the Chairperson of the committee.

For further details of Audit Committee, please refer CorporateGovernanceReport,formingpartofthisReport.

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

The Company has a policy on "Prevention of Sexual HarassmentofWomenatWorkplace"andmattersconnected 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) and (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. The policy is also available on the website of the Company at https://askbrake. com/wp-content/uploads/Whisle-Blower-Policy-Revised-13-05-25.pdf

Dividend Distribution Policy

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

Business Responsibility Sustainability Report

Pursuant to the provisions of Regulation 34 of the Listing Regulations,aseparatesectiononBusinessResponsibility Sustainability Reporting forms part of this Report and is also available on the website of the Company at https:// 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 Variable frequency drive (VFD) on equipments. 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) Renewable energy contributes around 73.00 lakh 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), 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.

(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 Japan 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 lightweighting trends.

(iii) Diversification opportunities in non-automotive space like power tools 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	Rs. 0.70 Crore (previous year Rs. 0.35 Crore)
c. Total	Rs. 0.70 Crore (previous year Rs. 0.35 Crore)
d. Total R&D expense as % of total turnover/ Sales	0.02% (previous year 0.01%)

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 48.63 Crore (Last Year Rs. 41.47 Crore)
b) Foreign Exchange earned	H 112.88 Crore (Last Year Rs. 129.56 Crore)
c) Net Foreign Exchange earned (b-a)	H 64.25 Crore (Last Year Rs. 88.09 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 organisations 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 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 provision 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.

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 Companys 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 Companys 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	Whole Time Director
DIN: 00041032	DIN: 00041130
Date: 13 May 2025
Place: Gurugram