m) Provisions, Contingent liabilities andContingent assets:
A provision is recognized when an enterprise has apresent obligation (legal or constructive) as resultof past event and it is probable that an outflow ofembodying economic benefits of resources will berequired to settle a reliably assessable obligation.Provisions are determined based on best estimaterequired to settle each obligation at each balancesheet date. If the effect of the time value of money ismaterial, provisions are discounted using a currentpre-tax rate that reflects, when appropriate, the risksspecific to the liability. When discounting is used, theincrease in the provision due to the passage of timeis recognised as a finance cost.
Provisions for onerous contracts, i.e. contractswhere the expected unavoidable costs of meetingobligations under a contract exceed the economicbenefits expected to be received, are recognizedwhen it is probable that an outflow of resourcesembodying economic benefits will be required tosettle a present obligation as a result of an obligatingevent, based on a reliable estimate of such obligation.
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond thecontrol of the Company or a present obligationthat is not recognized because it is not probablethat an outflow of resources will be required tosettle the obligation. A contingent liability alsoarises in extremely rare cases where there is aliability that cannot be recognized because itcannot be measured reliably. The Company doesnot recognize a contingent liability but discloses itsexistence in the financial statements. A contingentasset is never recognised but only disclosed in thefinancial statements.
n) Segment reporting policies:
Identification of segments:
Operating Segments are identified on the basis ofinternal reports about components of the groupthat are regularly reviewed by the chief operatingdecision maker (CODM) in order to allocate resourcesto the segments and to assess their performance inaccordance with Ind AS 108, Operating Segments.Since CODM evaluates Company's performance ata geographic segment level, operating segmentinformation is accordingly given at geographic level.
o) Financial Instruments:
Financial assets and liabilities are recognized whenthe Company becomes a party to the contractualprovisions of the instrument. Financial assetsand liabilities are initially measured at fair value.Transaction costs that are directly attributable to theacquisition or issue of financial assets and financialliabilities (other than financial assets and financialliabilities at fair value through profit or loss) are addedto or deducted from the fair value measured on initialrecognition of financial asset or financial liability.
i) Cash & Cash equivalents:
The Company considers all highly liquid financialinstruments, which are readily convertibleinto known amounts of cash that are subjectto an insignificant risk of change in value andhaving original maturities of three monthsor less from the date of purchase, to be cashequivalents. Cash and cash equivalents consistof balances with banks which are unrestrictedfor withdrawal and usage.
ii) Financial assets at amortized cost:
Financial assets are subsequently measured atamortized cost if these financial assets are heldwithin a business whose objective is to hold theseassets in order to collect contractual cash flows andthe contractual terms of the financial asset giverise on specified dates to cash flows that are solely
payments of principal and interest on the principalamount outstanding.
iii) Financial assets at fair value through othercomprehensive income:
Financial assets are measured at fair value throughother comprehensive income if these financialassets are held within a business whose objectiveis achieved by both collecting contractualcash flows and selling financial assets and thecontractual terms of the financial asset give riseon specified dates to cash flows that are solelypayments of principal and interest on the principalamount outstanding.
iv) Financial assets at fair value through profitor loss:
Financial assets are measured at fair value throughprofit or loss unless it is measured at amortizedcost or at fair value through other comprehensiveincome on initial recognition. The transaction costsdirectly attributable to the acquisition of financialassets and liabilities at fair value through profit orloss are immediately recognized in statement ofprofit and loss.
v) Financial liabilities:
Financial liabilities are subsequently carriedat amortized cost using the effective interestmethod, except for contingent considerationrecognized in a business combination which issubsequently measured at fair value throughprofit or loss. For trade and other payablesmaturing within one year from the balancesheet date, the carrying amounts approximatefair value due to the short maturity ofthese instruments.
vi) De-recognition of financial instruments:
The Company derecognizes a financial assetwhen the contractual rights to the cash flowsfrom the financial asset expire or it transfers thefinancial asset and the transfer qualifies for de¬recognition under Ind AS 109. A financial liability(or a part of a financial liability) is derecognizedwhen the obligation specified in the contract isdischarged or cancelled or expires.
vii) Fair value of financial instruments:
I n determining the fair value of its financialinstruments, the Company uses followinghierarchy and assumptions that are based onmarket conditions and risks existing at eachreporting date.
Fair value hierarchy:
All assets and liabilities for which fair valueis measured or disclosed in the financialstatements are categorized within the fair valuehierarchy, described as follows, based on thelowest level input that is significant to the fairvalue measurement as a whole:
• Level 1 — Quoted (unadjusted) marketprices in active markets for identical assetsor liabilities
• Level 2 — Valuation techniques for whichthe lowest level input that is significant tothe fair value measurement is directly orindirectly observable
• Level 3 — Valuation techniques for which thelowest level input that is significant to the fairvalue measurement is unobservable
For assets and liabilities that are recognized inthe financial statements on a recurring basis,the Company determines whether transfershave occurred between levels in the hierarchyby re-assessing categorization (based on thelowest level input that is significant to the fairvalue measurement as a whole) at the end ofeach reporting period.
viii) Investments in subsidiary:
Investments in subsidiary is carried at cost.
p) Impairment:
i) Financial assets:
The Company assesses at each date of balancesheet whether a financial asset or a group offinancial assets is impaired. Ind AS 109 requiresexpected credit losses to be measured througha loss allowance. The Company recogniseslifetime expected losses for all contract assetsand / or all trade receivables that do notconstitute a financing transaction. For all otherfinancial assets, expected credit losses aremeasured at an amount equal to the 12-monthexpected credit losses or at an amount equalto the life time expected credit losses if thecredit risk on the financial asset has increasedsignificantly since initial recognition.
ii) Non-financial assets:
Tangible and Intangible assets: PPE, intangibleassets and investment property with finite lifeare evaluated for recoverability whenever thereis any indication that their carrying amountsmay not be recoverable. If any such indicationexists, the recoverable amount (i.e. higher of thefair value less cost to sell and the value-in-use) isdetermined on an individual asset basis unless
the asset does not generate cash flows thatare largely independent of those from otherassets. In such cases, the recoverable amount isdetermined for the cash generating unit (CGU)to which the asset belongs. If the recoverableamount of an asset (or CGU) is estimated tobe less than its carrying amount, the carryingamount of the asset (or CGU) is reduced to itsrecoverable amount. An impairment loss isrecognised in the statement of profit and loss.
q) Cashflow Statement:
Cash flows are reported using the indirectmethod, whereby profit for the period isadjusted for the effects of transactions of a non¬cash nature, any deferrals or accruals of past orfuture operating cash receipts or paymentsand item of income or expenses associatedwith investing or financing cash flows. The cashflows from operating, investing and financingactivities of the Company are segregated. TheCompany considers all highly liquid investmentsthat are readily convertible to known amountsof cash to be cash equivalents.
2.3 Significant accounting judgements, estimatesand assumptions:
The preparation of the Company's financial statementsrequires management to make judgements, estimates andassumptions that affect the reported amounts of revenues,expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates couldresult in outcomes that require a material adjustment tothe carrying amount of assets or liabilities affected infuture periods.
a) Judgements:
In the process of applying the Company's accountingpolicies, management has made the followingjudgements, which have the most significant effect onthe amounts recognized in the financial statements:
(b) Estimates and assumptions:
The key assumptions concerning the future andother key sources of estimation uncertainty at thereporting date, that have a significant risk of causinga material adjustment to the carrying amountsof assets and liabilities within the next financialyear, are described below. The Company based itsassumptions and estimates on parameters availablewhen the financial statements were prepared.Existing circumstances and assumptions aboutfuture developments, however, may change due tomarket changes or circumstances arising that arebeyond the control of the Company. Such changesare reflected in the assumptions when they occur.
Defined benefit plans - Gratuity
The cost of the defined benefit gratuity plan andother post-employment medical benefits andthe present value of the gratuity obligation aredetermined using actuarial valuations. An actuarialvaluation involves making various assumptions thatmay differ from actual developments in the future.These include the determination of the discountrate, future salary increases and mortality rates. Dueto the complexities involved in the valuation andits long-term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions. Allassumptions are reviewed at each reporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discount rate forplans operated in India, the management considersthe interest rates of government bonds
The mortality rate is based on publicly availablemortality tables. Those mortality tables tend tochange only at interval in response to demographicchanges. Future salary increases are based onexpected future inflation rates and expected salaryincrease thereon.
Pursuant to scheme of Arrangement filed between the Company ("Transfee Company") and its wholly owned Subsidiary
Company, ASM Digital Engineering Private Limited ("Transferor Company") in terms of provisions of Section 230 to 233 of the
Act, to merge the business of its wholly owned subsidiary with the Company (hereinafter referred to as "the Scheme") with
appointed date being April 1, 2023 and has been approved by National Company Law Tribunal ('NCLT') in November 2024.
The Scheme has been filed with the Registrar of Companies, Karnataka on 14-12-2024.
In accordance with the provisions of the aforesaid scheme: -
a. The Scheme being a common control business combination, has been accounted for using the pooling of interestsmethod from the appointed date specified under the Scheme. As per Ind AS 103 - Business Combinations, commoncontrol business combination should be accounted as per the pooling of interests method and the financial informationin the financial statements in respect of prior periods should be restated as if the business combination had occured fromthe beginning of the preceeding period in the financial statements, irrespective of the actual date of the combination.Therefore, the aforesaid accounting from the appointed date.
b. The assets and liabilities of the Transferor Company have been recognized at their existing carrying amounts.
c. No adjustments were made to reflect fair values or to recognize new assets and liabilities.
d. The identity of the reserves of the Transferor Company is preserved and appeared in the financial statements of theTransferee Company in the same form and manner as they appeared previously.
e. The difference between the value of investments in the Transferor Company and the net assets taken over has beenadjusted in the reserves of the Transferee Company.
The Company's principal financial liabilities comprise of trade and other payables. The main purpose of these financialliabilities is to finance the Company's operations to support its operations. The Company's principal financial assets includetrade and other receivables, rental and bank deposits and cash and cash equivalents, that derive directly from its operations.The Company is exposed to credit and liquidity risk. The Company's senior management oversees the management of theserisks and the Board of Director's reviews these activities.
i. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument would fluctuate due to changesin market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk, such asequity price risk and commodity risk. Financial instruments affected by market risk include trade payables. The Companyis not exposed to price risk on the financial date.
The sensitivity analysis in the following sections relate to the positions as at March 31, 2025 and March 31, 2024.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post¬retirement obligations and provisions.
The following assumption has been made in calculating sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This isbased on the financial assets and financial liabilities held at March 31, 2025 and March 31,2024.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changesin foreign exchange rates. The operations of the Company are both in India and overseas. Company has been providingservices to overseas customers. Hence, the Company is currently exposed to the currency risk arising from fluctuationof these foreign currencies and Indian rupee exchange rates.
ii. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). At the end ofevery financial year, the Company makes an assessment whether any loss allowance has to be provided for using the lifetimeExpected Credit Loss (ECL) method.
iii. Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Companymanages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilitieswhen due.
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has alwaysbeen a net cash Company with cash and bank balances along with current financial assets which is predominantly receivables.
41 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") withthe understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identifiedby or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (FundingParty) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entitiesidentified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries.
42 The Code on Social Security 2020 (""the Code"") relating employee benefits, during the employment and post employment,has received presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, theMinistry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective datefrom which the changes are applicable is yet to be notified and rules for quanitifying the financial impact are yet to be issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period inwhich the Code becomes effective and the related rules to determine the financial impact are published.
i) The Board of directors of the Company have proposed final dividend of 13 /- (Previous Year: 11/-) per equity share of110/- fully paid up for the year ended March 31, 2025 which is subject to approval of the members in the ensuing annualgeneral meeting.
ii) The Board of Directors of the Company have paid an interim dividedn of Re.1/- per equity share of 110/- each fully paidup during the year.
(i) Transactions and balances with companies which have been removed from register of Companies [struck off companies]as at the above reporting periods is Nil.
(ii) The Company has not traded / invested in Crypto currency.
(iii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey orany other relevant provisions of the Income Tax Act, 1961).
(iv) The Company is not a declared wilful defaulter by any bank or financial Institution or other lender.
(v) The Company does not have any Benami property, where any proceeding has been initiated or pending against theCompany for holding any Benami property.
(vi) The Company has granted loans to related parties as follows:
The Ministry of Corporate affairs has notified on May 7, 2025 certain amendments to Ind AS 21 - Effect of changes in FX rates.The company is in the process of studying the amendments and ascertaining its impact.
In Accordance with our Report Attached
for BK Ramadhyani & Co. LLP For and on behalf of Board of Directors
Chartered Accountants ASM Technologies Limited
Firm RegistrationNo.: 0028785/ S200021
(Vasuki HS) M R Vikram Rabindra Srikantan M Lakshminarayan Ramesh Radhakrishnan
Partner Chairman Managing Director Director Director
Membership No.: 212013 DIN- 00008241 DIN- 00024584 DIN- 00064750 DIN- 02608916
Hardik Agrawal Preeti R Narsingh Rathod Vanishree Kulkarni
Director Director Chief Financial Officer Company Secretary
DIN- 10580697 DIN- 00216818
Place: BangaloreDate: May 18, 2025