We are pleased to present the 33^rd Annual Report together with the Audited Accounts of your Company for the year ended 31^st
March 2025

1. Financial Results

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 Offshore 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 12397.73 million for the year ended 31^st March 2025. Domestic
sales contributed 11381.31 million, while export sales accounted for 1474.86 million. The EBITDA stood at 1432.39 million, with
a net profit after tax of 1262.95 million.

On a consolidated basis, the total revenue for the year ended 31^st March 2025 was 12888.10 million. The EBITDA was 1505.42
million, and the net profit after tax was 1250.63 million.

3. Dividend/ Transfer to reserves

During the year 2024-25 the company declared an Interim dividend of 11.00/- on 12^th February, 2025 keeping with the Dividend
policy your Directors are pleased to recommend for approval of the members a final dividend of 13.00/- per equity share of
110/-each for the financial year 2024-2025. The dividend amount paid/payable if approved by shareholders will be 139.09 Mn.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay
sustainable dividend linked to long term growth objectives of the company to be met by internal cash accruals and the
shareholders' aspirations.

Your Company has not transferred any amount to reserve for the Financial Year ended 31^st March, 2025.

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 Digital Engineering Pvt Ltd, ASM HHV Engineering Pvt Ltd and ASM
Engineering Pvt Ltd( Formely Known as Semcon Engineering Pvt Ltd), UK 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 Form AOC1 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: https://www.asmltd.com/policy-disclosures

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 27.05.2024, 20.07.2024, 11.08.2024, 04.10.2024,
09.11.2024, and 12.02.20243 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 Mr. Shekar Viswanathan( DIN:01202587)Director, retires by rotation and being
eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends his
appointment for consideration of members of the Company. Brief profile of Mr. Shekar 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 31^st March 2025 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 Companv.-https://www.asmltd.com/policv-disclosures

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,
2025 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 proposed to appoint M/s BMP & Co., LLP,, Company Secretaries 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 Audit for each
of the said years and to issue i) Secretarial Audit Report and ii) Secretarial Compliance Report for the corresponding periods.
Resolution forms part of Notice attached hereto

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 31^st March, 2025. 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 2024-25, 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 https://asmltd.com/policy-disclosures/

20. Details of utilization of funds raised

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under
Regulation 32 (7A), is disclosed separately in the report.

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 24.04% of the revenue came from export of Engineering Service and DLM resulting in
a foreign exchange inflow of 1576.38 Mn and the foreign exchange outgo on account of overseas salaries, traveling etc was
1284.05 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 2024-25 Nil

Number of complaint disposed off during the financial year 2024-25 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, 2025 is available on the
Company's website at https://asmltd.com/quarterly-reports/

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 https://www.asmltd.com/policy-disclosures.
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/policy-disclosures.

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 2024-25 was discussed by the Board at their meeting held on 12^th February 2025.

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
30^th Annual General Meeting ('AGM') held on July 16, 2022 for a period of 5 years, up to the conclusion of 35^th 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 30^th AGM till the conclusion of the 35^th AGM
of the Company. The requirement for the annual ratification of auditors' appointment at the AGM has been omitted as per
Companies (Amendment) Act 2017 notification on May 7 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:

36. 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.

• State Bank of India, (India), HSBC Bank Ltd (India), Axis Bank Ltd., (India), Indian Bank, (Singapore), HSBC Bank, (USA) and
First Federal Bank, (USA), for their support and guidance.

• Customs, Reserve Bank of India, Software Technology Parks (STPI) and NASSCOM, Central & State Governments, Software
Technology Park (STPI) and NASSCOM for their continued support.

For and on behalf of the Board of Directors
ASM Technologies Ltd.

Place : Bangalore M. R. Vikram Rabindra Srikantan

Date : 18.05.2025 Chairman Managing Director