To the Boards' Members,
We are pleased to present the 34th Annual Report together
with the Audited Accounts of your Company for the year ended March 31, 2026
1. Financial Results
|
2025-2026 |
2024-2025 |
| Revenue from operations |
4797.86 |
2397.73 |
| Other operating income |
107.83 |
148.40 |
| Expenses |
|
|
| Employee benefits expense |
1993.23 |
1399.33 |
| Cost of goods Sold |
1600.80 |
297.98 |
| (Increase)/ Decrease in Inventories |
( 547.53) |
(78.60) |
| Finance Costs |
75.98 |
100.07 |
| Depreciation |
105.59 |
62.09 |
| Other expenses |
795.15 |
403.05 |
Profit/(Loss) before tax |
882.47 |
362.21 |
| Current Tax |
207.65 |
81.01 |
| Deferred Tax Income/expense |
18.79 |
11.91 |
| Exceptional Item |
16.12 |
3.79 |
Profit/(Loss)for the year |
639.91 |
262.94 |
| Other Comprehensive Income |
|
|
| A (i) Items that will not be reclassified to
profit or loss |
|
|
| Remeasurement of defined benefit plans |
(2.60) |
(4.04) |
| (ii) Income tax relating to items that will
not be reclassified to profit or loss |
|
|
| Deferred tax on remeasurement of defined
benefit plans |
- |
|
|
0.65 |
1.02 |
| B (i) Items that will be reclassified to
profit or loss |
|
|
| Changes in fair value of investments in
equity instruments |
24.26 |
(5.39) |
| (ii) Income tax relating to items that will
be reclassified to profit or loss |
|
|
| Deferred tax on changes in fair value of
investments in equity instruments |
(3.48) |
0.77 |
Total comprehensive income for the year |
658.74 |
255.30 |
2. Results of Operation
ASM Technologies, along with its subsidiaries, leverages over three
decades of experience, ASM has been supporting customers in the areas of Engineering
Design led Manufacturing. Our successful O_shore Development and Support Centers, located
in India and overseas, cater to our esteemed global clientele.
During the financial year, ASM explored new growth opportunities and
achieved expansion in both domestic and international markets. This performance
underscores ASM's strategic journey to reposition itself as a unique technology solutions
provider. We are dedicated to developing innovative platforms that empower our customers
to gain a competitive edge through our future-ready digital transformation initiatives.
On the standalone front, ASM registered a total revenue of I4797.86
million for the year ended March 31, 2026. Domestic sales contributed I3864.84 million,
while export sales accounted for I933.02 million. The EBITDA stood at I969.94 million,
with a net profit after tax of I639.91 million.
On a consolidated basis, the total revenue for the year ended March 31,
2026 was I5285.17 million. The EBITDA was I1021.96 million, and the net profit after tax
was I607.61 million.
3. Dividend/ Transfer to reserves
During FY26, the Company declared interim dividends of _1.00 per equity
share on August 09, 2025, _1.00 per equity share on November 08, 2025 and _2.50 per equity
share on January 31, 2026.
In line with the Company's Dividend Distribution Policy, the Board
of Directors is pleased to recommend, for approval of the Members, a final dividend of
_12.00 per equity share of face value _10 each for FY26.
The total dividend amount paid/payable for FY26, including the proposed
final dividend, if approved by the Members at the ensuing Annual General Meeting, would
aggregate to _175.09 million.
Your Company has not transferred any amount to reserve for the
Financial Year ended March 31, 2026.
4. Subsidiary Companies
The consolidated Accounts of your Company and its subsidiaries viz.,
ASM Digital Technologies Pte Ltd (Formely known as Advanced Synergic Pte Ltd), Singapore,
ASM Digital Technologies Inc (Formely known as Pinnacle Talent Inc), USA, ASM Technologies
KK, Japan, RV Forms & Gears LLP, ASM HHV Engineering Pvt Ltd and ASM Engineering Pvt
Ltd( Formely Known as Semcon Engineering Pvt Ltd), UK and ASM Technologies Viet Nam Co.
Ltd, Vitenam duly audited, are presented as part of this Report in accordance with Indian
Accounting Standards ( IndAs) and the Listing Regulations with the Stock Exchange,
wherever applicable. The statement pursuant to the provisions to Section 129(3) of the
Companies Act 2013, containing salient features of the financial statement of the
Company's Subsidiaries in FormAOC1 is given in Annexure –II.
The Accounts of the Subsidiaries audited for the purpose of
consolidation shall be placed on your Company's website and made available for inspection
by any Shareholder at the Company's Registered Office and at the respective registered
offices of the Subsidiary companies. Copies can be made available on request, to the
shareholders of the Company.
Your Company has formulated and adopted a "Policy for determining
Material Subsidiaries" so that your company could identify such subsidiaries and
formulate governance framework for them. The Policy for determining 'material'
subsidiaries is posted on Company's website: www.asmltd.com
5. Future Outlook
This has been provided in else in this annual report.
6. Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under Regulation
34 of SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015, is
disclosed separately in the Annual Report.
7. Board Meetings
During the year under review the Board of Directors held 6 meetings, on
18.05.2025, 09.08.2025, 08.11.2025, 31.01.2026, 20.02.2026 and 19.03.2026. The maximum
interval between two meetings did not exceed 120 days.
8. Directors and Key Managerial Personnel
As per the provision of companies Act 2013 Ms. Preeti Rabindra(DIN
00216818), Director, retires by rotation and being eligible, offers herself for
re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends her
appointment for consideration of members of the Company. Brief profile of Ms. Preeti
Rabindra is given in the notes to the Notice of the ensuing AGM.
9. Disclosure on compliance with Secretarial Standards
Directors confirm that the Secretarial Standards issued by the
Institute of Company Secretaries of India, have been complied with.
10. Independent Directors
Your Company has laid down procedures to be followed for familiarizing
the Independent Directors with your Company, their roles, rights, responsibilities in your
Company and to impart the required information and training to enable them contribute
significantly to your Company. All the Independent Directors of the Company have given
declarations that they meet the criteria of independence as laid down under section 149(6)
of the Act and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have
also confirmed that they have complied with the Company's Code of Conduct. All the
Independent Directors of the Company have given declarations that they meet the criteria
of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of
Listing Regulations.
11. Director's Responsibility Statement
Pursuant to the provisions of Section 134 (5)of the Companies Act 2013,
the Directors hereby confirm that: a) in the preparation of the annual financial
statements for the year ended March 31, 2026 the applicable accounting standards has been
followed along with 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 the financial year and of the profit or 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 annual accounts of the company on a
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. 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.
12. Significant and material orders passed by the regulators or courts
and Material Changes and commitments affecting the financial position of the company.
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the company and its
future operations. There are no material changes and commitments, if any, affecting the
financial position of the company which occurred between the end the financial year of the
company to which the financial statements relate and the date of this report.
13. Audit Committee
The Audit committee met four times during the financial year under
review and all its recommendations were accepted by the Board.
Your Company has established the Vigil Mechanism, an Ombuds process
which is a channel for receiving and redressing of employees complaints. This mechanism
covers questionable financial or accounting matters and reporting fraudulent financial
information to the shareholders, the government or any other legal authority. This meets
the requirement under Section 177(9) and(10) of the Companies Act, 2013 and Regulation 22
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. Nomination and Remuneration Committee and Stakeholders Relationship
and Share Transfer Committee
The Nomination and Remuneration Committee has framed a policy for
selection and appointment of Directors including determining qualifications of Independent
Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as
part of its charter and other matters provided under Section 178(3) of the Companies Act,
2013. A copy of the policy forms part of this report vide Annexure- I. The
Nomination and Remuneration Committee of a company has been obligated under Section 178 of
the Act to formulate a policy for recommending to the Board of directors of the company
for setting the criteria based on which the performance of every Director including the
performance of the Board as a whole shall be assessed by the Board of Directors of the
Company.
15. Familiarisation Programme
The Company has put in place an induction and familiarisation programme
for all its Directors including the Independent Directors. The familiarisation programme
for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing
Regulations, is uploaded on the website of the Company.- https://www.asmltd.com
16. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed BMP & Co., LLP, Company Secretaries, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the
financial year ended March 31, 2026 is annexed as Annexure - III to the Report.
There are no qualifications, reservations or adverse marks made by Secretarial
Auditor in the Report.
Further, it is to be noted that M/s BMP & Co., LLP,, Company
Secretaries is appointed as Secretarial Auditors of your Company for a period of 5 (Five)
consecutive financial years i.e., from the FY 2025- 26 to FY 2029-30 to undertake
Secretarial.
17. Auditor`s Report
There are no qualifications, reservations or adverse remarks made by
M/s B K Ramadhyani & Co, LLP, Chartered Accountants Statutory Auditors, in their
report for the financial Year ended March 31, 2026. The Statutory Auditors have not
reported any incident of fraud under Section 143(12) of the Act and the rules made
thereunder to the Audit Committee of the company in the year under review.
18. Recommendation of the committees of Board There were no such
instances during the financial year 2025-26, wherein the board had not accepted the
recommendation(s) made by any committees of the board.
19. Prevention of Insider Trading: In compliance with the
provisions of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 (as amended from time to time) and
to preserve the confidentiality and prevent misuse of unpublished price sensitive
information, the Company has adopted a Code of Conduct for regulating, monitoring and
reporting of trading by insiders. This Code also provides for periodical disclosures from
the designated Persons and their immediate Relatives as well as pre-clearance of
transactions by such persons as per the thresholds mentioned in the code. The code is
applicable to Designated Persons and their Immediate relatives who are likely or may
reasonably be expected to have access to the unpublished price sensitive information
relating to the Company and the same is being implemented as a self-regulatory mechanism.
The said code of conduct may be accessed at asmltd.com 20. Details of utilization
of funds raised through preferential allotment or qualified institutions placement as
specified under
Regulation 32 (7A) – asmltd.com
21. Conservation of energy, technology absorption and Foreign Exchange
Outgo
The company's operations involve low energy consumption. However the
efforts to conserve and optimize the use of energy through improved operational method and
other means will continue.
The company has not imported any technology. Foreign exchange earnings
and outgo
During the financial year under review 58.55 % of the revenue came from
export of software services resulting in a foreign exchange inflow of I715.93 mn and the
foreign exchange outgo on account of overseas salaries, traveling etc was I 136.87 mn.
22. Public Deposits
Your Company has not accepted any deposits from the public during the
financial year under review.
23. Disclosures as required under Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013
Your Company has in place a Prevention of Sexual Harassment ( POSH)
Policy in line with the requirements of Sexual harassment of Women at Workplace (
Prevention, Prohibition and Redressal) Act 2013. Your Company has through the Policy
constituted a committee and has established a grievance procedure for protection against
victimization. Your Company is committed to provide a healthy environment to all employees
conducive to work without the fear of prejudice and gender bias. During the year under
review , there were no cases filed pursuant to the said Act.
| Number of complaint filed during the
financial year 2025-26 |
Nil |
| Number of complaint disposed off during the
financial year 2025-26 |
Nil |
| Number of complaint pending as end of the
financial year |
Nil |
24. Details of Adequacy of Internal Financial Controls
Your Company has deployed adequate Internal Control Systems in place to
ensure a smooth functioning of its business. The processes and systems are reviewed
constantly and improved upon to meet the changing business environment. The Control
Systems provide a reasonable assurance of recording the transactions of its operations in
all material aspects and of providing protection against misuse or loss of Company's
assets. The Internal auditors periodically review the internal control systems, policies
and procedures for their adequacy, effectiveness and continuous operation for addressing
risk management and mitigation strategies.
25. Particulars of Loans, guarantees or investments
During the Financial Year under review, the details The particulars of
loans, guarantees and investments as per Section 186 of the Act by the Company, have been
disclosed in the financial statements.
26. Risk Management Policy
The Risk management Policy of your company continuously evaluates the
various risks surrounding business and seeks to review and upgrade its risk management
process. To further the endeavour your Board constantly formulates strategies directed at
mitigating these risks which get implemented at the Executive Management level and a
regular update is provided to the Board.
27. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which is a part of this report.
28. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2026 is available on the Company's website at
asmltd.com
29. Credit rating of securities:
(a) credit rating obtained in respect of various securities: NA
(b) name of the credit rating agency; NA
(c) date on which the credit rating was obtained: NA
(d) revision in the credit rating: NA
(e) reasons provided by the rating agency for a downward revision, if any:
NA
30. Corporate Social Responsibility Policy (CSR)
Your company has formulated CSR policy which is posted on the website
at www.asmltd.com. In pursuance to the provisions of Section 135 and Schedule VII of the
Companies Act, 2013 the company constituted a CSR Committee of the Board to (a) formulate
and recommend a CSR policy (b) recommend the amount of expenditure to be incurred on the
CSR activities and (c) monitor implementation of the CSR policy from time to time. The
terms of reference of the CSR committee are in accordance with Section 135 of the
Companies Act 2013. The Annual Report on CSR in the prescribed format is enclosed to this
Report as Annexure-IV.
31. Related Party Transactions
The company has in place formulated a Policy on materiality of Related
Party transactions for dealing with such transactions in line with the requirements of the
Listing Regulations with the Stock Exchange. . The policy on related party transactions is
available on the Company's website at - https://www.asmltd.com Particulars of contracts or
Arrangements with related parties referred to in Section 188(1) of the Companies Act 2013
in the format specified as Form AOC2 forms part of this Report as Annexure- V
32. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board is required to monitor and review the Board evaluation framework.
In line with the Corporate Governance Guidelines, Annual Performance Evaluation is
conducted for all Board Members as well as the working of the Board and its Committees.
The Board works with the Nomination and Remuneration committee to lay down the evaluation
criteria for the performance of executive/ nonexecutive/independent directors through a
peer evaluation, excluding the director being evaluated through a Board effectiveness
survey. The questionnaire of the survey forms an integral part of reviewing the
functioning and effectiveness of the Board and for identifying possible paths for
improvement. Each Board member is required to evaluate the effectiveness of the Board and
its committees on various parameters and feed back on each Director is part of the survey.
The outcome of the Board evaluation for the financial year 2025-26 was discussed by the
Board at their meeting held on January 31, 2026.
33. Remuneration to Director and Employees
Details/Disclosures of ratio of remuneration to each Director to median
employee's remuneration as required pursuant to Section 197(12) of the Companies Act
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-
VI
34. Corporate Governance Report
Your Company has taken adequate steps to adhere to all the stipulations
as laid down in Pursuant to Schedule V (C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. As required, a Report on Corporate Governance is provided
elsewhere in this Annual Report along with Auditor's Certificate on compliance
thereof.
35. Auditors
M/s. B K Ramadhyani & Co. LLP, Chartered Accountants, were
re-appointed as Statutory Auditors of the Company at the 30th Annual General
Meeting ('AGM') held on July 16, 2022 for a period of 5 years, up to the conclusion of 35th
AGM. M/s. B K Ramadhyani & Co. LLP have given their consent for their re-appointment
as Statutory Auditors of the Company and has issued certificate confirming that their
re-appointment, if made, will be within the limits prescribed under the provisions of
Section 139 of the Companies Act, 2013 ('the Act') and the rules made thereunder. M/s. B K
Ramadhyani & Co. LLP have confirmed that they are eligible for the proposed
appointment under the Act, the Chartered Accountants Act, 1949 and the rules or
regulations made thereunder. As confirmed to Audit Committee and stated in their report on
financial statements, the Auditors have reported their independence from the Company and
its subsidiary according to the Code of Ethics issued by the Institute of Chartered
Accountants of India ('ICAI') and the ethical requirements relevant to audit. Based on the
recommendations of the Audit Committee and the Board of Directors, it is hereby proposed
to re-appoint M/s. B K Ramadhyani & Co. LLP, Chartered Accountants, having
registration No.0028785/S200021, as the Statutory Auditors of the Company for the second
and final term of five consecutive years, who shall hold office from the conclusion of
this 30th AGM till the conclusion of the 35th AGM of the Company.
The requirement for the annual rati_cation of auditors' appointment at the AGM has been
omitted as per Companies (Amendment) Act 2017 notification on May 07, 2018.
Total fees for all services paid by the Company and its subsidiaries,
on a consolidated basis, to the statutory auditor and all entities in the network
firm/network entity of which the statutory auditor is a part is given below:
Payment to Statutory Auditors |
FY 2025-26 |
| Audit Fees |
2.52 |
| Others Service |
0.76 |
Total |
3.28 |
31. Acknowledgments
Your Directors take this opportunity to express their gratitude to -
Our esteemed customers, shareholders, vendors, business partners,
advisors and consultants for their unstinted support. The contribution made by our
employees at all levels. Our consistent growth was made possible by their solidarity,
cooperation and support. y India - State Bank of India, ICICI Bank Limited, SIDBI,
EXIM; US - WesBanco Bank Inc; UK - State Bank of India; Singapore - Indian Bank, ICICI
Bank; Japan - State Bank of India, Rakuten Bank y Central and State Government,
Customs, Meity (Ministry of Electronics and Information Technology )Reserve Bank of India,
Software Technology Parks (STPI) y CII, ICEA, ICEMA and NASSCOM for their guidance
|
For and on behalf of the Board |
|
|
ASM Technologies Ltd. |
| Place : Bangalore |
M. R. Vikram |
Rabindra Srikantan |
| Date :-May 9, 2026 |
Chairman |
Managing Director |
