Dear Shareholders, Your Directors take pleasure in presenting the 38th
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 |
Consolidated |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from Operations |
3,304.88 |
3,219.54 |
4,176.32 |
3,600.83 |
| Other Income |
48.12 |
34.68 |
20.03 |
11.88 |
| Total Income |
3,353.00 |
3,254.22 |
4,196.35 |
3,612.71 |
| Total expenses |
3,043.56 |
2,968.21 |
3,807.74 |
3,291.59 |
| Profit before exceptional items and tax |
309.44 |
286.01 |
388.61 |
321.12 |
| Share of Net Profit (Loss) of Joint Venture |
- |
- |
2.32 |
6.25 |
| Less: Total Tax Expenses |
79.84 |
73.34 |
93.61 |
79.75 |
| Profit after tax |
229.60 |
212.67 |
297.32 |
247.62 |
| Other comprehensive income/(loss), net of tax |
0.31 |
(1.26) |
0.25 |
(1.41) |
| Total comprehensive income |
229.91 |
211.41 |
297.57 |
246.21 |
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 38th 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 at https://askbrake.
com/wp-content/uploads/dividenddistributionpolicy.pdf
Transfer to Reserves
TheCompanyhasnottransferredanyamounttotheGeneral 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 at
https://askbrake.com/wp-content/uploads/ Policy-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 at https://askbrake.com/ subsidiary-company-financial-information/.Thesameshall
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 Companyw.e.f.closureofbusinesshoursonAugust13,2025. 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.
ThetermsandconditionsofappointmentoftheIndependent Directors are in
compliance with the provisions of the Act & Listing Regulations. The terms and
conditions are available on the Company's Website at
https://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').
PursuanttotheprovisionsoftheActandListingRegulations, 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 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
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 37th AGM held on 1 August 2025, for a term of 5 (five)
consecutive years to conduct the Secretarial Audit of the Company from the financial year
2025-26 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 37th 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:
| Instrument Description |
Rating Agencies |
Rating Assigned |
| 1. Bank Loan Facilities - Long Term Rating |
CRISIL LIMITED |
AA/Stable |
| 2. Bank Loan Facilities - Short Term Rating |
CRISIL LIMITED |
A1+ |
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 at
https://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 at
https://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 at
https://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 at https://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 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 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 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.
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 |
|
