Directors Report of Centum Electronics Ltd.

Mar 31, 2025

We have pleasure in presenting the Thirty Second Annual Report on the Business and Operations of the Company together
with the Audited Statement of Accounts for the Financial Year ended March 31, 2025.

1. Financial Highlights:

A summary of the Standalone and Consolidated Financial Performance of your Company, for the financial year ended
March 31, 2025, is as under:

(? in million)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	11,641	10,976	7,568	6,395
Earnings Before Interest, Tax, Depreciation & Amortisation (EBITDA)*	967	858	1,020	787
Depreciation	441	453	186	184
Interest	329	346	192	180
Profit Before Tax**	284	128	712	490
Profit After Tax***	(19)	(28)	528	362

* Excludes other income and finance income and exceptional item
**Excludes exceptional item
***Includes exceptional item

The financials of the Company are prepared under IND AS in pursuance of Section 133 of the Companies Act, 2013
and in compliance with the (Indian Accounting Standards) Rules, 2015.

2. Business Performance:

During the current year of operations, your Company
has registered a consolidated total income of
^ 11,641 million compared to previous financial year
total income of ^ 10,976 million. Your Company has
earned a Profit Before Tax of ^ 284 million.

At standalone level, total income was ^ 7,568 million
compared to previous financial year total income of
^ 6,395 million. Further, your Company has earned a
net profit before tax of ^ 712 million.

3. Subsidiaries:

a. Centum Electronics UK Limited

During the year, Centum Electronics UK Limited,
a wholly owned subsidiary company, has

registered total income of ^ 4.91 million and
earned a net profit of ^ 1.67 million.

b. Centum T&S Private Limited

During the year, Centum T&S Private Limited,
a wholly owned subsidiary company, has

registered total income of ^ 287.25 million and
incurred a net loss after tax of ^ 70.10 million
for the year.

c. Centum T&S Group Societe Anonyme (S.A.)

During the year, Centum T&S Group Societe
Anonyme (S.A.) the subsidiary company has
registered total income of ^ 4,385.79 million
and incurred a net loss of ^ 283.30 million
before exceptional items.

During the financial year, your Board of Directors
reviewed the affairs of the subsidiaries. The
consolidated financial statements of your
Company are prepared in accordance with
Section 129(3) of the Companies Act, 2013 and
forms part of this Annual Report.

A statement containing the salient features of
the financial statements of the subsidiaries, in
the prescribed format AOC-1, is appended as
"Annexure-1” to the Board''s Report.

The statement also provides the details of performance
and financial position of each of the subsidiaries.

The separate audited financial statements in respect
of the subsidiary companies are available on the
website of your Company at www.centumelectronics.
com.

Scheme of Amalgamation of Centum T&S
Private Limited with the Company

The Board of Directors at its meeting held on August
9, 2024, approved the Scheme of Amalgamation of
Centum T&S Private Limited, wholly-owned subsidiary
of Centum Electronics Limited, with the Company,
with effect from April 1, 2024, being the appointed
date, in accordance with the provisions of the Act and
other applicable laws, subject to necessary statutory
and regulatory approvals, including approval of the
Hon''ble National Company Law Tribunal, Bengaluru.

Upon the Scheme of Amalgamation becoming
effective, all shares issued by Centum T&S Private
Limited shall stand cancelled and extinguished.

4. Consolidated Financial Statements:

The Consolidated Financial statements have been
prepared by the Company in accordance with the
applicable Indian Accounting Standards (''Ind AS'') and
the same together with the Auditor''s Report thereon
is provided in the Annual Report.

The Financial Statements of the subsidiary and related
detailed information will be kept at the Registered
Office of the Company and will be available to
investors seeking information on all working days
during office hours.

The Company has adopted a Policy for determining
Material Subsidiaries in terms of Regulation 46
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy, as
approved by the Board, is available on the Investor
page at Company''s website www.centumelectronics.
com.

5. Dividend:

Your directors are pleased to recommend a Final
Dividend of ^ 6 per equity share (60%) having
face value of ^ 10 per equity share for the financial
year ended March 31, 2025. The final dividend
recommended is subject to approval of the
Shareholders in the ensuing Annual General Meeting
of the Company.

The policy on dividend Distribution is available on the
Company''s website at www.centumelectronics.com

The total proposed dividend payout for financial
year 2024-25 will be ^ 88.24 million for 1,47,07,152
number of fully paid-up equity shares of ^ 10 each.

6. Material changes and commitments, if any,
affecting the financial position of the company,
having occurred since the end of the Year and
till the date of the Report

There have been no material changes and
commitments, which affect the financial position of
the Company which have occurred between the end
of the financial year to which the financial statements

relate and the date of this Report.

7. Change in nature of Business, if any:

There has been no material change in the nature of
business during the year under review.

8. Reserves & Surplus:

The Board of Directors have decided to retain the
entire amount of profit under Retained Earnings.
Accordingly, your Company has not transferred any
amount to General Reserves for the year ended March
31, 2025.

9. Share Capital:

During the year, there was change in the share capital
of the Company. As on March 31, 2025 the Authorised
Share Capital of the Company was ^ 15,50,00,000/-
divided into 1,55,00,000 equity shares of ^ 10/- each
and paid-up equity share capital of the Company is
^ 14,70,71,520/- divided into ^ 1,47,07,152 equity
shares of ^ 10/- each.

During the financial year 2024-25, the Company has
allotted equity shares as below:

• 8,373 equity shares under ESOP Plan 2013
which were listed on NSE and BSE vide letters
NSE/LIST/2024/41990 and LOD / ESOP / TP /
No. 48/ 2024-2025.

• The Company allotted 18,10,345 equity shares
through Qualified Institutional Placement (QIP)
at an issue price of ^ 1,160 per equity share
(including a premium of ^ 1,150 per equity share
and reflecting a discount of ^ 59.65 (i.e.4.89%)
on the floor price of ^ 1,219.65 per equity
share) aggregating to ^ 2,100 million on March
13, 2025. The issue was made in accordance
with the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
and Sections 42 and 62 of the Companies Act,
2013 as amended, including the rules made
thereunder. 18,10,345 equity shares allotted
under Qualified Institutional Placement were
listed on NSE and BSE vide letters NSE/LIST/
47679 and LOD/QIP/TT/TP/433/2024-25

Details of utilization of funds raised through
Qualified Institutional Placement (QIP):

During the financial year 2024-25, the Company on
March 13, 2025 issued and allotted an aggregate of
18,10,345 fully paid equity shares of face value ^ 10
each of the company to Qualified Institutional Buyers
(QIB''s) at the issue price of ^ 1,160 per equity share,
(including a premium of ^ 1,150 per equity share)
aggregating to ^ 2,100 million.

The proceeds of funds raised under Qualified
Institutional Placement of the Company are planned to
be utilized as per Objects of the Issue. The disclosure
in compliance with the Regulation 32 (7A) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from
Qip, net of QIP expenses (inclusive of GST) are as follows:

Objects of the issue as per Placement Document	Amount to be utilised as per Placement Document	Utilization upto March 31, 2025	Balance as on March 31, 2025
Repayment / prepayment, in part or in full of certain outstanding borrowings availed by the Company.	1,149.92	1,102.34	47.58
Capital expenditure for purchase of new equipment and machinery	349.68	-	349.68
General Corporate Purposes	499.87	-	499.87

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of ^ 897.13 million
is unutilized as on March 31, 2025.

10. Debentures: Issue of Shares or Other
Convertible Securities:

During the year under review, the Company has not
issued any Debentures. As on date, the Company
does not have any outstanding Debentures.

11. Depository system:

Your Company''s equity shares are tradable only
in electronic form. As on March 31, 2025, 99.53%
of the Company''s total paid up equity share capital
representing 1,46,38,673 shares are in dematerialized
form.

12. Transfer to Investor Education and Protection
Fund:

Pursuant to the applicable provisions of the Companies
Act, 2013 ("the Act") read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the Rules"), all
unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central
Government, after completion of seven years.
Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by the
Members for seven consecutive years or more shall
also be transferred to the demat account created by
the IEPF Authority.

The Company had sent individual notices and also
advertised in the newspapers seeking action from the
Members who have not claimed their dividends for
seven consecutive years or more.

During the year, the Company transferred ^ 5,83,951/-
to IEPF, (the amount in Final 2016-17 and Interim
2017-18 dividend accounts) which was due & payable
and remained unclaimed & unpaid for a period of

seven years as provided under Section 124(5) of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Auditing,
Transfer and Refund) Rules, 2016. The Company,
pursuant to the circulars issued by the Ministry of
Corporate Affairs under the aforesaid rules mandated
the transfer of shares on which dividend has not
been paid or claimed by the Shareholders for seven
consecutive years or more to the demat account of
the IEPF Authority. The Company has accordingly
transferred 9,397 shares to the demat account of the
IEPF Authority.

Members / claimants whose shares, unclaimed
dividend, have been transferred to the IEPF Authority
Demat Account as the case may be, may claim the
shares or apply for refund by making an application
to the IEPF Authority in Form IEPF-5 (available on
www.iepf.gov.in) along with requisite fee as decided
by IEPF Authority from time to time.

L3. Internal Control Systems and their adequacy:

The Company has an Internal Control System,
commensurate with the size, scale and complexity
of its operations. The Company has appointed KPMG
Assurance & Consulting Services LLP ("KPMG") as its
Internal Auditor. The Audit Committee defines the
scope and areas of internal audit. The Internal Auditor
audits the areas recommended by the committee
every year.

The audit observations and corrective actions thereon
are being presented to the Audit Committee of
the Board. Based on the report of Internal auditor
process owners undertake corrective action in their
respective areas and thereby strengthen the controls.
During the year, the internal audit was done on the
areas recommended and no material weakness was
observed.

14. Directors and Key Managerial Personnel:

The Board of Directors of the Company as on March
31, 2025 comprised of 8 Directors out of which 2
are Executive Directors, 1 Non - Executive Director
and 5 are Non-Executive Independent Directors.
The composition of the Board of Directors of the
Company is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 with an appropriate combination of
Executive, Non-Executive and Independent Directors.

Appointments, Re-appointments, and Re¬
designation of Directors

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Ms. Tanya Mallavarapu, Director
(DIN: 01728446) will retire by rotation at the Thirty
Second Annual General Meeting and being eligible,
has offered herself for re-appointment.

Brief resume of the Director proposed to be re¬
appointed, nature of her expertise in specific
functional areas and names of the Companies in which
she hold directorship/ membership/chairmanship of
the Board or Committees, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been provided as an annexure
to the Notice convening the Thirty Second Annual
General Meeting.

Pursuant to the applicable provisions of the
Companies Act, 2013, the Nomination and
Remuneration Committee and the Board of Directors
at their respective Meetings held on May 22, 2025,
have recommended and approved the following
appointments and changes, subject to the approval
of the shareholders:

1. Appointment of Dr. Udayant Malhoutra (DIN:
00053714) as an Independent Director of the
Company for a term of five years, commencing
from May 22, 2025, to May 21, 2030.

2. Re-appointment of Mr. Mallavarapu Venkata
Apparao (DIN: 00286308) as the Chairman and
Managing Director of the Company for a further
term of five years, effective from August 1,
2025.

3. Continuation of Mr. Mallavarapu Venkata
Apparao as Chairman and Managing Director of
the Company post attaining the age of seventy
years.

4. Re-designation of Mr. Nikhil Mallavarapu (DIN:
00288551) from Executive Director to Joint
Managing Director of the Company. w.e.f May
22, 2025.

The Board has resolved to obtain Shareholders''
approval for the proposed appointments by way of a

Special Resolution through Postal Ballot, prior to the
ensuing Annual General Meeting.

Chief Financial Officer - Succession and
Appointment

Based on the recommendation of the Nomination
and Remuneration Committee and the approval of
the Audit Committee, the Board of Directors has
appointed Mr. Sundararajan Parthasarathy as the
Chief Financial Officer and Key Managerial Personnel
(KMP) of the Company, with effect from September
1, 2025, in accordance with the provisions of Section
203 of the Companies Act, 2013 and applicable SEBI
Listing Regulations.

Mr. K S Desikan, the current Chief Financial Officer,
has been associated with the Company for over two
decades. During his tenure, he has made significant
contributions to the Company''s growth through his
expertise in Finance, Accounting, Strategy, and
Information Technology. As he approaches the age
of superannuation, Mr. Desikan will retire from his
position effective August 31, 2025.

The Board places on record its sincere appreciation
for Mr. Desikan''s exemplary service and leadership.
To ensure a seamless transition and as part of the
Company''s broader succession planning for key
leadership roles, Mr. Sundararajan Parthasarathy will
assume the responsibilities of Chief Financial Officer
and KMP from September 1, 2025.

None of the Directors of the Company are disqualified
under Section 164(2) of the Companies Act, 2013.

In compliance with Section 203 of the Companies Act,
2013, Mr. Mallavarapu Venkata Apparao, Chairman
& Managing Director, Mr. Nikhil Mallavarapu, Joint
Managing Director, Mr. K S Desikan, Chief Financial
Officer and Ms. Indu H S, Company Secretary &
Compliance Officer are the Key Managerial Personnel
in accordance with the provisions of Section 203 of
the Companies Act, 2013.

a. Board Meetings:

The Board of Directors duly met six (6) times
in respect of which proper notices were given
and the proceedings were properly recorded
and signed in accordance with the provisions
of the Companies Act, 2013 and rules made
thereunder.

The details of which are given in the Corporate
Governance Report.

b. Declaration by Independent directors:

The Company has received necessary declaration
from each of the Independent Directors under
Section 149(7) of the Companies Act, 2013, that
they meet the criteria of independence as laid
down under Section 149 (6) of the Companies
Act 2013 and Regulation 25 of the SEBI (Listing

Obligations and Disclosure Requirements)
Regulations, 2015.

Status on Independent Directors''
proficiency test

The Independent Directors on the Board of
the Company have the integrity, expertise &
experience and the said Directors have either
cleared the proficiency self-assessment test
conducted by the Institute of Corporate Affairs
notified under sub-section (1) of section 150 of
the Act or were exempted from appearing for
the proficiency self-assessment test.

c. Remuneration Policy:

The Board has, upon recommendation of
the Nomination & Remuneration Committee
framed a policy for selection and appointment
of Directors, Senior Management and their
remuneration as required under Section
178(3) of the Companies Act, 2013. The
policy is available on the company''s website
https://www.centumelectronics.com/investor-
relations/. There has been no change in the
policy since the last financial year.

d. Annual evaluation of Board, its
Committees and Individual Directors:

The Board of Directors has carried out an
annual evaluation of its own performance, its
Committees and individual Directors pursuant
to the requirements of Section 134 (3) (p) of
the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Further, Independent directors have reviewed
the performance of the Board, its Chairman
and Non-Executive Directors and other items as
stipulated under Schedule IV of the Companies
Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 at their separate meeting
held on Thursday, March 13, 2025.

e. Committees of the Board:

Details with respect to the Audit Committee,
the Nomination and Remuneration Committee,
the Stakeholders'' Relationship Committee, Risk
Management Committee and Corporate Social
Responsibility Committee and meetings of the
said Committees held during the year forms part
of the Corporate Governance Report annexed to
this Report.

f. Risk Management

The Company follows well-established and
detailed risk assessment and minimization
procedures, which are periodically reviewed by
the Board. The Company has in place a business
risk management framework for identifying risks
and opportunities that may have a bearing on
the organization''s objectives, assessing them in
terms of likelihood and magnitude of impact and
determining a response strategy. The details on
composition and meetings of the Committee
forms part of the Corporate Governance Report
annexed to this report.

15. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act,
2013, your Directors confirm:

i. that in the preparation of annual accounts for
the year ended March 31, 2025, the applicable
Accounting Standards have been followed along
with the proper explanations relating to material
departures;

ii. that such accounting policies as mentioned in
Note 1 of the Notes to the Financial Statements
have been adopted and applied 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
as at March 31, 2025 and of the profit of the
Company for year ended on that date;

iii. that proper and sufficient care has been taken
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;

iv. that the annual financial statements have been
prepared on a going concern basis;

v. that proper internal financial controls were
in place and that the financial controls were
adequate and operating effectively;

vi. that systems to ensure compliance with the
provisions of all applicable laws were in place,
were adequate and operating effectively.

Further the Board of Directors confirm that the
Company has complied with the Secretarial
Standards on the Board and General Meetings
issued by the Institute of Company Secretaries
of India, as applicable to the Company, during
the financial year ended March 31, 2025.

16. Particulars of Loans, Guarantees or
Investments:

The particulars of loans given, investments made,
securities provided and guarantees given as required
under Section 186 of the Companies Act, 2013 are
provided in note 5, 6 and 44(c)(i) forming part of the
standalone financial statements.

17. Contracts and Arrangements with Related
Parties:

All related party transactions that were entered into
during the financial year were in the ordinary course
of business and were at arm''s length basis. There
were no material significant related party transactions
made by the company during the year with
Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the company at large.

All the related party transactions were placed before
the Audit Committee and also the Board for approval.
Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of foreseen
and repetitive nature in terms of Regulation 23(3)
(a) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The company has framed a policy on dealing with
the related party transactions and the same is
available on the company''s website https://www.
centumelectronics.com/investor-relations.

Your directors draw attention of the members to Note
no. 41 to standalone financial statement which sets
out the related party disclosures.

18. Auditors:

a. Statutory auditors

The members at the Twenty Ninth Annual
General Meeting of the Company held on
August 12, 2022, approved the appointment of
M/s. S.R Batliboi & Associates LLP, Chartered
Accountants (Firm registration number:
101049W/E300004) for second term of five
years as Statutory Auditors of the Company to
hold office from the conclusion of 29^th Annual
General Meeting till the conclusion of the 34^th
Annual General Meeting.

The Report of the Statutory Auditors for the
financial year 2024-25 does not contain any
qualification on the financial statements of the
Company.

The details of remuneration of the Statutory
Auditors with break-up of fee paid as required
by the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 for the financial year 2024-25 is given as
part of the Corporate Governance Report.

b. Secretarial audit

In terms of Section 204(1) of the Companies
Act, 2013, the Board had appointed Ms. Aarthi
G Krishna, Practicing Company Secretary (CP
No.5645), to conduct Secretarial Audit for the
financial year 2024-25. The Secretarial Audit
Report for the financial year ended March 31,

2025 is enclosed as "Annexure-2" to this
Report.

The said secretarial audit report does not
contain any qualification, reservation, adverse
remark or disclaimer made by the secretarial
auditor.

The Board of Directors of the Company, based
on the recommendation made by the Audit
Committee, and subject to the approval of the
shareholders of the Company at the ensuing
AGM, have approved the appointment of
Mr. K Rajshekar as the Secretarial Auditor of the
Company to conduct the audit of the secretarial
records for a period of five consecutive
years from the financial year 2025-26 to the
financial year 2029-30, in terms of provisions
of Regulation 24A of the Listing Regulations
read with SEBI Circular No. SEBI/HO/CFD/CFD-
PoD-2/CIR/P/2024/185 dated December 31,
2024. Mr. K Rajshekar has given his consent
and confirmed that he is not disqualified from
being appointed as the Secretarial Auditor of
the Company and satisfies the eligibility criteria.

c. Cost auditors

As required under Section 148 of the Companies
Act, 2013 the Board of Directors of the Company
has appointed M/s. K.S. Kamalakara & Co., Cost
Accountants (Firm Registration No. 000296) as
Cost Auditors of the Company for the financial
year 2025-26 at a fee of ^ 1,50,000/- plus
applicable taxes and out of pocket expenses.
The ratification of remuneration payable to
Cost Auditors is placed as an agenda item for
approval of shareholders at the ensuing annual
general meeting.

19. Corporate Governance:

Your Company believes in adopting best practices
of corporate governance. A report on corporate
governance as required under the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 is forming part of this Annual
Report as "Annexure - 6".

A certificate from the Practicing Company Secretary of
the Company regarding compliance of the conditions
stipulated for Corporate Governance as required
under Clause E of Schedule V read with Regulation
34 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to this
report. The declaration by the Managing Director
addressed to the Members of the Company pursuant
to Clause D of Schedule V Read with Regulation
34 (3) Chapter IV of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
regarding adherence to the Code of Conduct by the
Members of the Board and by the Members of the

Senior Management Personnel of the Company is also
attached to this Report.

20. Conservation of Energy, Technology
absorption, Research & Development and
Foreign Exchange Earnings and Outgo:

The particulars prescribed under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, are enclosed as
"Annexure-3" to this Report.

21. Corporate Social Responsibility:

As part of the Company''s initiatives under "Corporate
Social Responsibility (CSR)", the Company has funded
several projects that aid and improve education,
literacy and healthcare for children. It has also funded
and participated in projects that support and aid
children with disabilities.

The disclosures as required under Section 135 of
the Companies Act, 2013 read with Rule 8(1) of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is enclosed as "Annexure-4" to this
Report.

22. Details of establishment of Vigil Mechanism:

In accordance with Section 177(9) and (10) of the
Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a
Vigil Mechanism and has a Whistle Blower Policy. The
Policy is available at the Company''s website https://
www.centumelectronics.com/investor-relations.

The Company did not receive any complaints during
the year under review.

23. Particulars of Employees:

The information relating to remuneration and other
details as required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, is
enclosed as "Annexure-5" to this report.

Further, the details of employees who are in receipt of
remuneration exceeding the limits prescribed under
Section 134 of the Companies Act, 2013 read with
Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
will be provided upon request.

In terms of Section 136(1) of the Companies Act, 2013
and the Rules made thereunder, the Annual Report
is being sent to the shareholders and others entitled
thereto excluding the information on employees''
particulars. The same is available for inspection by
the shareholders at the Registered Office of the
company during business hours on working days
of the Company up to the date of ensuing Annual
General Meeting. If any Member is interested in

obtaining a copy thereof, such Member may write to
the Company Secretary in this regard.

24. Prevention, Prohibition and Redressal of
Sexual Harassment at workplace:

The Company has zero tolerance for sexual
harassment at workplace and has formulated a
Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace, in line with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. The Policy aims
to provide protection to employees at the workplace
and prevent and redress complaints of sexual
harassment and for matters connected or incidental
thereto, with the objective of providing a safe working
environment, where employees feel secure.

The Company has also constituted an Internal
Complaints Committee, to inquire into complaints
of sexual harassment and recommend appropriate
action. All the employees of the Company as a part
of induction are sensitized about the provisions of the
said Act.

The Company has not received any complaint of
sexual harassment during the financial year 2024-25.

25. Annual Return:

In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available at
https://www.centumelectronics.com/annual-return/.

26. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report
for the year under review, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is forming part of the Annual
Report.

27. Business Responsibility and Sustainability
Report:

As required under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report is provided in a separate section
and forms part of the Annual Report as "Annexure -
7".

28. Employee Stock Option Plan:

As a measure of rewarding the employees, your
Company had introduced an Employee Stock Option
Plan (ESOP) during the year 2013.

Further, "Centum Electronics Limited - Restricted
Stock Unit Plan 2021" scheme was approved by the
Shareholders of the Company through the ''Postal
Ballot'' process on October 5, 2021. BSE Limited
and the National Stock Exchange of India vide their
letters dated October 28, 2021 and October 12, 2021
respectively have accorded their in-principle approval
for listing up to a maximum of 1,75,000 Restricted
Stock Units under the scheme.

The certificate from the Secretarial Auditor on the
implementation of ESOP 2013 and RSU 2021 in
accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 has
been uploaded on the website of the Company at
www.centumelectronics.com.

The particulars prescribed under Regulation 14 read
with Part F of Schedule I of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 has been uploaded on the website of the
Company at www.centumelectronics.com.

29. Awards and Recognitions:

We are proud to share that the Company has been
honored with the following prestigious awards:

• Best Performer - Electronic Hardware Exports
(Exports up to ^ 2,000 Crores)

• Space Industry Award from Indian Space
Association

• National Level Sustainability Management Gold
Award from the Society of Energy Engineers
and Managers

30. General:

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions with regard to the following
during the year under review:

a. Details relating to deposits covered under
Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as
to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares)
to employees of the company under any scheme
save and except ESOP referred to in this report.

d. There is no remuneration received by the
Managing Director/ Joint Managing Director
from the subsidiary company.

e. No significant or material orders were passed
by the regulators or courts or tribunals which
impact the going concern status and the
Company''s operations in future.

f. No application made or any proceeding pending
under the Insolvency and Bankruptcy Code,
2016.

g. There are no 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.

h. No frauds are reported by Auditors under sub¬
section (12) of section 143.

31. Acknowledgements:

Your Directors thank the customers for their continued
patronage and the investors, bankers and vendors for
their continued support.

Your Directors acknowledge and thank the invaluable
contributions of all the employees, who have
demonstrated their skill, teamwork and commitment
through their competence, hard work, cooperation
and support.

Your Directors would also like to place on record
the support received from, the Electronic Hardware
Technology Park, the Customs and GST Departments,
the Reserve Bank of India, the Department of
Industries and Commerce, Karnataka, the Karnataka
Udyog Mitra and all the other Central and State
Governmental agencies.

By order of the Board

For Centum Electronics Limited

Place: Bengaluru Mallavarapu Venkata Apparao Nikhil Mallavarapu

Date: May 22, 2025 Chairman & Managing Director Joint Managing Director

DIN: 00286308 DIN: 00288551

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Mar 31, 2022

We have pleasure in presenting the Twenty Ninth Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2022.

1. Financial Highlights:

A summary of the Standalone and Consolidated Financial Performance of your Company, for the financial year ended March 31, 2022, is as under:

(Rs. in Millions)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Total Income	7,880	8,232	3,538	4,284
Earnings Before Interest, Tax, Depreciation & Amortisation (EBITDA)*	742	895	425	625
Depreciation	432	453	165	158
Interest	263	295	146	174
Profit Before Tax**	127	205	172	331
Profit After Tax***	(535)	120	118	240

* Excludes other income and finance income and exceptional item **Excludes exceptional item & share of profit/loss from associate ***includes exceptional item & share of profit/loss from associates

The financials of the Company are prepared under IND AS in pursuance of Section 133 of the Companies Act, 2013 and in compliance with the (Indian Accounting Standards) Rules, 2015.

2. Performance:

During the current year of operations, your Company has registered a consolidated total income of '' 7,880 million compared to previous financial year total income of '' 8,232 million. Your Company has earned a Profit Before Tax of '' 127 million. However, due to the exceptional expenditure of '' 603.54 million, arising mainly due to diminution of investment in our associate company (HOLIWATT), (as explained in note no. 38 of the consolidated financial statement) incurred Loss of '' 535 million.

At standalone level, total income was '' 3,538 million compared to previous financial year total income of '' 4,284 million. Further, your Company has earned a net profit after tax of '' 118 million.

3. Subsidiaries:a. Centum Electronics UK Limited

During the year, Centum Electronics UK Limited, a wholly owned subsidiary company, has registered total income of '' 2 million and incurred a net loss of '' 0.10 million.

b. Centum Adeneo India Private Limited

During the year, Centum Adeneo India Private Limited, a wholly owned subsidiary company, has

registered revenue of '' 192 million and earned a net profit after tax of '' 4 million for the year.

c. Centum Adetel Group S.A.

During the year, Centum Adetel Group S.A. the subsidiary company has registered total income of '' 4,588 million and incurred a net loss of '' 573 million.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, is appended as "Annexure-1" to the Board''s Report.

The statement also provides the details of performance and financial position of each of the subsidiaries.

The separate audited financial statements in respect of the subsidiary companies are available on the website of your Company at www.centumelectronics.com.

4. Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Indian Accounting Standards (Tnd AS'') and the same together with the Auditor''s Report thereon is provided in the Annual Report.

The Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is available on the Investor page at Company''s website www.centumelectronics.com.

5. Dividend:

Your Directors are pleased to recommend a Dividend of '' 2.50 per equity share (25%) having face value of '' 10 per equity share for the financial year ended March 31, 2022. The final dividend recommended is subject to approval of the Shareholders in the ensuing Annual General Meeting of the Company.

The total dividend payout will be '' 32.21 million for the financial year 2021-22.

6. Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. Change in nature of Business, if any:

There has been no material change in the nature of business during the year under review.

8. Reserves & Surplus:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2022.

9. Share Capital:

During the year, there was no change in the share capital of the Company. As on March 31, 2022 the Authorised Share Capital of the Company was '' 15,50,00,000/- divided into 1,55,00,000 equity shares of '' 10/- each and paid - up equity share capital of the Company is '' 12,88,47,810 divided into '' 1,28,84,781 equity shares of '' 10/- each.

10. Debentures: Issue of Shares or Other Convertible Securities:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

11. Depository System:

Your Company''s equity shares are tradable only in electronic form. As on March 31, 2022, 99.23% of the Company''s total paid up equity share capital representing 1,27,86,207 shares are in dematerialised form.

12. Transfer to Investor Education and Protection Fund:

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

During the year, the Company transferred '' 3,71,023/- to IEPF, the amount in unpaid Final Dividend Account opened in 2013-14 and the amount in unpaid Interim Dividend Account opened in 2014-15 which was due & payable and remained unclaimed & unpaid for a period of seven years as provided under Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016. The Company, pursuant to the circulars issued by the Ministry of Corporate Affairs under the aforesaid rules mandated the transfer of shares on which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more to the demat account of the IEPF Authority. The Company has accordingly transferred 6,137 shares to the demat account of the IEPF Authority.

Members / claimants whose shares, unclaimed dividend, have been transferred to the IEPF Authority Demat Account as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http:www.iepf.gov.in) along with requisite fee as decided by IEPF Authority from time to time.

13. Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its

operations. The Company has appointed M/s. KPMG, Chartered Accountants, as its Internal Auditor. The Audit Committee defines the scope and areas of Internal Audit. The Internal Auditor audits the areas recommended by the Committee every year.

The Audit observations and corrective actions thereon are being presented to the Audit Committee of the Board. Based on the report of Internal Auditor process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Internal Audit was done on the areas recommended and no material weakness was observed.

Additionally, the Company also has an in-house Internal Auditor to check the controls and strengthen the systems and processes.

14. Directors and Key Managerial Personnel:

The Board of Directors of the Company as on March 31, 2022 comprises of 8 Directors out of which 2 are Executive Directors, 1 Non-Executive Director and 5 are Non-Executive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors. During the year under review Mr. S Krishnan ceased to be a Director with effect from August 14, 2021 and Mr. Nagaraj K V resigned from the office of Whole time Company Secretary with effect from March 10, 2022.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Swarnalatha Mallavarapu, Director (DIN: 00288771) will retire by rotation at the Twenty Ninth Annual General Meeting and being eligible, has offered herself for reappointment till the next Annual General Meeting. Your Directors have recommended the re-appointment of Dr. Swarnalatha Mallavarapu for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

In compliance with Section 203 of the Companies Act, 2013, Mr. Apparao V Mallavarapu, Chairman & Managing Director, Mr. K S Desikan, Chief Financial Officer and Ms.Indu H S, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

a. Board Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, the Company has convened 4 (Four) Meetings of the Board of Directors and 4 (Four) Meetings of the Audit Committee. The details of

which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the relaxations granted by the Ministry of Corporate Affairs.

b. Declaration by Independent Directors:

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Status on Independent Directors'' proficiency test

The Independent Directors on the Board of the Company have the integrity, expertise & experience and the said Directors have either cleared the proficiency self-assessment test conducted by the Institute of Corporate Affairs notified under subsection (1) of section 150 of the Act or were exempted from appearing for the proficiency self-assessment test.

c. Remuneration Policy:

The Board has, upon recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Section 178(3) of the Companies Act, 2013. The Policy is available on the Company''s website https://www.centumelectronics. com/investor-relations/. There has been no change in the Policy since the last financial year.

d. Annual evaluation of Board, its Committees and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of Section 134 (3) (p) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Independent Directors have reviewed the performance of the Board, its Chairman and NonExecutive Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at their separate meeting held on 24 January 2022.

e. Committees of the Board:

Details with respect to the Audit Committee, the Nomination and Remuneration Committee,

the Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of the said Committees held during the year forms part of the Corporate Governance Report annexed to this Report.

15. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your

Directors confirm:

i. that in the preparation of annual accounts for the year ended March 31, 2022, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

ii. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been adopted and applied 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 as at March 31, 2022 and of the profit of the Company for year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. that the annual financial statements have been prepared on a going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place, were adequate and operating effectively.

Further the Board of Directors confirm that the Company has complied with the Secretarial Standards on the Board and General Meetings issued by the Institute of Company Secretaries of India, as applicable to the Company, during the financial year ended March 31, 2022.

16. Particulars of Loans, Guarantees or Investments:

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 are provided in note 5, 6 and 44(c)(i) forming part of the standalone financial statements.

17. Contracts and Arrangements with Related Parties:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were at arm''s length basis. There were no material significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All the related party transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature in terms of Regulation 23(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has framed a policy on dealing with the related party transactions and the same is available on the Company''s website https://www.centumelectronics.com/ investor-relations.

Your Directors draw attention of the members to Note no. 41 to standalone financial statement which sets out the related party disclosures.

18. Auditors:a. Statutory Auditors

The Members at the Twenty Fourth Annual General Meeting of the Company held on July 11, 2017, approved the appointment of M/s. S.R Batliboi & Associates LLP, Chartered Accountants (Firm registration number: 101049W/E300004) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 24^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting.

The Report of the Statutory Auditors for the financial year 2021-22 does not contain any qualification on the financial statements of the Company.

The details of remuneration of the Statutory Auditors with break-up of fee paid as required by the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year 2021-2022 is given as part of the Corporate Governance Report.

The Board, based on the recommendation of the Audit Committee, has approved their re-appointment as the Statutory Auditors of the Company, for a second term of five consecutive years, from the conclusion of 29th AGM scheduled to be held in the year 2022 till the conclusion of the 34th AGM to be held in the year 2027, for approval of the shareholders of the Company at the ensuing AGM. M/s. S.R Batliboi & Associates LLP have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

b. Secretarial Audit

In terms of Section 204(1) of the Companies Act, 2013, the Board had appointed Ms. Aarthi G Krishna, Practising Company Secretary (CP No.5645), to conduct Secretarial Audit for the financial year 202122. The Secretarial Audit Report for the financial year ended March 31, 2022 is enclosed as "Annexure-2" to this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

c. Cost Auditors

As required under Section 148 of the Companies Act, 2013 the Board of Directors of the Company has appointed M/s. K.S. Kamalakara & Co., Cost Accountants (Firm Registration No. 000296) as Cost Auditors of the Company for the financial year 2022-23 at a fee of '' 1,00,000/- plus applicable taxes and out of pocket expenses. The ratification of remuneration payable to Cost Auditors is placed as an agenda item for approval of shareholders at the ensuing annual general meeting.

19. Corporate Governance:

Your Company believes in adopting best practices of Corporate Governance. A report on Corporate Governance as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of this Annual Report.

A certificate from the Practicing Company Secretary of the Company regarding compliance of the conditions stipulated for Corporate Governance as required under Clause E of Schedule V read with Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report. The declaration by the Managing Director addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34 (3) Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

20. Conservation of Energy, Technology absorption, Research & Development and Foreign Exchange Earnings and Outgo:

The particulars prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as "Annexure-3" to this Report.

21. Corporate Social Responsibility:

As part of the Company''s initiatives under "Corporate Social Responsibility (CSR)", the Company has funded several projects that aid and improve education, literacy and healthcare for children. It has also funded and participated in projects that support and aid children with disabilities.

The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as "Annexure-4" to this Report.

22. Details of establishment of Vigil Mechanism:

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy is available at the Company''s website https://www.centumelectronics.com/investor-relations.

The Company did not receive any complaints during the year under review.

23. Particulars of Employees:

The information relating to remuneration and other details as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is enclosed as "Annexure-5" to this report.

Further, the details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request.

In terms of Section 136(1) of the Companies Act, 2013 and the Rules made thereunder, the Annual Report is being sent to the Shareholders and others entitled thereto excluding the information on employees'' particulars. The same is available for inspection by the Shareholders at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

24. Prevention, Prohibition and Redressal of Sexual Harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All the employees of the Company as a part of induction are sensitized about the provisions of the said Act.

The Company has not received any complaint of sexual harassment during the financial year 2021-22.

25. Annual Return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www. centumelectronics.com/annual-return/.

26. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

27. Business Responsibility Report:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

28. Employee Stock Option Plan:

As a measure of rewarding the employees, your Company had introduced an Employee Stock Option Plan (ESOP) during the year 2013.

Further, "Centum Electronics Limited - Restricted Stock Unit Plan 2021" scheme was approved by the Shareholders of the Company through the ''Postal Ballot'' process on October 5, 2021. BSE Limited and the National Stock Exchange of India vide their letters dated October 28, 2021 and October 12, 2021 respectively have accorded their in-principle approval for listing up to a maximum of 1,75,000 Restricted Stock Units under the scheme.

The certificate from the Secretarial Auditor on the implementation of ESOP 2013 and RSU 2021 in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been uploaded on the website of the Company at www.centumelectronics.com.

The particulars prescribed under Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been uploaded on the website of the Company at www.centumelectronics.com.

29. Awards and Recognitions:

The Company is proud recipient of SIDM Champion Award (Society of Indian Defence Manufacturers) from Hon''ble Defence Minister, Shri Rajnath Singh under Large Category for Import Substitution for an outstanding contribution made towards critical technology development in the area

of Defence Systems in line with Make in India policy of Governement of India.

30. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions with regard to the following during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this report.

d. There is no remuneration received by the Managing Director from the subsidiary company.

e. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

f. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. 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.

h. Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government.

31. Acknowledgements:

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and GST Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

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Mar 31, 2018

The Directors have pleasure in presenting their Twenty Fifth Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS Rs. in Million

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue	8,682	7,337	3,664	4,092
Profit before Depreciation and Interest	363	779	21	535
Depreciation	336	232	120	80
Interest	162	89	93	46
Profit/(-)Loss before tax	-135	458	-192	409
Profit after tax	-145	372	-215	308

2. PERFORMANCE

During the current year of operations, your company has registered a consolidated revenue of Rs.8682 million, an increase of about 13% compared to the previous financial year. Your company posted Loss of Rs.145 million for the year.

At standalone level, a revenue of Rs.3664 million, a decrease of about 10% compared to the previous financial year. Your company posted Loss of Rs.215 million for the year.

3. Subsidiaries and Joint ventures

a. Centum Adetel Group S.A.

During the year, Centum Adetel Group S.A. the subsidiary company, has registered revenue of Rs.5,030 million and posted a profit of Rs.142 million.

b. Centum Rakon India Private Limited

During the year, Centum Rakon India Private Limited (CRI), the joint venture company, has registered revenue of Rs.696 million and incurred a loss of Rs.52 million.

Based on the discussion with the Joint venture partner and the strategy of the company, it was decided to sell off the shares held in CRI for a consideration of US$ 5.50 Million. The transaction has been completed in May 2018 and as agreed 75% of the consideration is received and the remaining 25% will be received on completion of transition or eighteen months from the date of signing, whichever is earlier.

Statement containing salient features of the financial statement of subsidiary is attached herewith as Annexure - I

The company has adopted IND AS in preparation of financial statements with effect from 1st April 2017 in pursuance of the requirements of Companies (Indian Accounting Standards (IND AS)) Rules 2015. The Consolidated financial statements were prepared by including the financials of Centum Adetel Group S.A. and the share of loss in the case of CRI.

4. DIVIDEND

Pursuant to the approval of the Board of Directors on 13th February 2018, your Company paid an interim dividend of Rs.1/- per equity share of face value of Rs.10/ -each, to shareholders who were on the register of members as on 22nd February 2018, being the record date fixed for this purpose. The total dividend payout was Rs.12.86 million for the year ended March 31, 2018.

5. CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Indian Accounting Standards (‘Ind AS'') and the same together with the Auditor''s Report thereon is provided in the Annual Report.

The Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company, and will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is available on the Investor page at Company''s website www.centum electronics.com.

6. RISK MANAGEMENT

Your Company has a robust Risk Management policy, Your Company regularly assess the risks and ensures that the risk mitigation plans are in place.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed KPMG, Chartered Accountants, as its Internal auditor. The Audit Committee defines the scope and areas of internal audit. The Internal auditor audits the areas recommended by the committee every year.

The audit observations and corrective actions thereon are being presented to the Audit Committee of the Board. Based on the report of Internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the internal audit was done on the areas recommended and no material weakness observed.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the composition of Board of Directors/Key Managerial Personnel.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Swarnalatha Mallavarapu will retire by rotation at the 25th Annual General Meeting and being eligible, has offered herself for re-appointment.

a. Declaration by independent directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Annual evaluation of Board, its Committees and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Independent directors have reviewed the performance of the Board, its Chairman and NonExecutive Directors and other items as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Section 178(3) of the Companies Act, 2013. The policy is available on the company website www.centumelectronics.com. There has been no change in the policy since the last fiscal year.

d. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, the company has convened five meetings of the Board of directors and four meetings of the Audit Committee. The details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

i. that in the preparation of annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

ii. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been adopted and applied 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 as at March 31, 2018 and of the profit of the Company for year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. that the annual financial statements have been prepared on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place, were adequate and operating effectively.

Further the Board of Directors confirms that the Company has complied with the Secretarial Standards on the Board Meetings issued by the Institute of Company Secretaries of India, as applicable to the Company, during the financial year ended 31 March 2018.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in the ordinary course of business and were at an arm''s length basis. There were no materially significant related party transactions made by the company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All the related party transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is being obtained for the transactions which are of a foreseen and repetitive nature in terms of Regulation 23(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has framed a policy on dealing with the related party transactions and the same is available on the company website.

Your directors draw attention of the members to Note 40 to financial statement which sets out the related party disclosures.

11. AUDITORS

a. Statutory auditors

The members at the 24th Annual General Meeting of the Company held on July 11, 2017, approved the appointment of M/s. S.R Batliboi & Associates LLP Chartered Accountants (Firm registration number: 101049W/E300004) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting.

The statutory audit report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

b. Secretarial audit

The Board has appointed Ms. Aarthi G Krishna,

Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure 11 to this report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

12. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. A report on corporate governance along with a certificate from a Practicing Company Secretary confirming the compliance for the year ended 31 March 2018 as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed (Annexure III) and forms part of this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure - IV attached to this report.

14. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - IX.

Further, the information on the employees drawing salary more than the limits as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars. The same is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments within the meaning of Section 186 of the Companies Act, 2013, are provided under Note 40 of the audited financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY

As part of the Company''s initiatives under “Corporate Social Responsibility (CSR)", the Company has funded several projects that aid and improve education, literacy and healthcare for children. It has also funded and participated in projects that support and aid children with disabilities.

The Annual Report on CSR activities is annexed herewith as Annexure - V.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website.

During the year under review, there are no such instances to report.

18. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

19. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as at 31 March 2018 in Form MGT-9 is annexed and forms part of this Report as Annexure - VI.

20. MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, the Management Discussion and Analysis Report giving details of the company''s business and operating results is attached to this report as Annexure - VII.

21. EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (eSoP) during year 2007 & 2013.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure - VIII attached to this report.

22. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions with regard to the following during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. There is no remuneration received by the Managing Director from the subsidiary company.

e. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the company''s operations in future.

23. ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

By the order of the Board

For Centum Electronics Limited

Apparao V Mallavarapu S. Krishnan

Chairman & Managing Director Director

DIN : 00286308 DIN : 01807344

Place: Bangalore

Date: May 30, 2018

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Mar 31, 2017

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

Rs. in Million

Particulars	Consolidated		Standalone
	2016-17	2015-16	2016-17	2015-16
Revenue	7,645	4,129	3,979	3,433
Profit before Depreciation and Interest	785	559	544	519
Depreciation	292	167	89	62
Interest	88	33	49	25
Profit before tax	405	359	406	432
Profit after tax	312	263	308	324

2. PERFORMANCE

During the current year of operations, your company has registered the highest consolidated revenue in its history, of Rs.7645 million, an increase of about 85% compared to the previous financial year. Your company posted Profit after Taxes of Rs.312 million with an increase of 19% over the previous financial year.

At standalone level, a revenue of Rs.3979 million, an increase of about 16% compared to the previous financial year. Your company posted Profit after Taxes of Rs.308 million for the year.

Subsidiary

i. Centum Rakon India Private Limited

During the year, Centum Rakon India Private Limited has registered revenue of Rs.744 million and incurred a loss of Rs.0.69 million.

ii. Centum Adetel Group S.A.

During the year, Centum Adetel Group S.A. has registered revenue of Rs.3052 million and posted a profit of Rs.7 million.

Statement containing salient features of the financial statements of subsidiary companies is attached herewith as Annexure - I.

3. DIVIDEND

During the year, your company has declared an interim dividend of Rs.2 per share and proposed a final dividend of Rs.3 per share totaling to Rs.5 per share for the year 2016-17. The total dividend payout was Rs.77 million for the year.

4. CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor’s Report thereon is provided in the Annual Report.

The annual accounts of the subsidiary and related detailed information will be kept at the Registered Office of the Company, and will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is available on the Investor page at Company’s website centumelectronics.com.

5. RISK MANAGEMENT

Your Company has a robust Risk Management policy. Your Company regularly assess the risks and ensures that the risk mitigation plans are in place.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Ernst and Young LLP., as its Internal auditor. The Audit Committee defines the scope and areas of internal audit. The Internal Auditor audits the areas recommended by the committee every year.

The audit observations and corrective actions thereon are being presented to the Audit Committee of the Board. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the internal audit was done on the areas recommended and no material weakness was observed.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

No Director or Key Managerial Person has been appointed or has retired or resigned during the year.

Further, all the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a. Annual evaluation of Board, its Committees and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Independent directors have reviewed the performance of the Board, its Chairman and NonExecutive Directors and other items as stipulated under the listing regulations.

b. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is attached to this report as Annexure - II.

c. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, the company has convened nine meetings of the Board of directors and six meetings of the Audit Committee. The details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

i. that in the preparation of annual accounts for the year ended March 31, 2017, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

ii. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been adopted and applied 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 as at March 31, 2017 and of the profit of the Company for year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. that the annual financial statements have been prepared on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in the ordinary course of business and were at an arm’s length basis. There were no materially significant related party transactions made by the company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All the related party transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is being obtained for the transactions which are of a foreseen and repetitive nature in terms of Regulation 23(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has framed a policy on dealing with the related party transactions and the same is available on the company website.

Your directors draw attention of the members to Note 34 to financial statement which sets out the related party disclosures.

10. AUDITORS

a. Statutory auditors

The present statutory auditors, M/s. B.S.R & Co. LLP, Chartered accountants (Firm Registration No.101248W/W-100022) will hold office up to the ensuing Annual General Meeting. They have been the auditors for the company since 1998. Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The incumbent auditors, M/s. B.S.R & Co. LLP, Chartered accountants (Firm Registration No.101248W/W-100022) have served the company for over 10 years before the Act was notified and will be completing the maximum number of transitional period (three years) at the ensuing Annual General Meeting.

Accordingly, the Audit committee and the Board of Directors of the company have recommended to the shareholders for the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as statutory auditors for a period of 5 consecutive years.

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under Sec 139 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the company. Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

b. Secretarial audit

The Board has appointed Ms. Aarthi G Krishna, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as Annexure III to this report.

11. AWARDS AND RECOGNITIONS

Your company has received the below awards during the year under review:

i. ’Champion of Innovation Award’ received by Mr. Apparao V Mallavarapu, Chairman and Managing Director, from the Prime Minister of New Zealand at the New Zealand Innovation Showcase 2016 event.

ii. Winner of IESA-NASSCOM Deftronics Award 2016 - Best Electronics Manufacturing Company in A & D category.

iii. The Mentor Graphics Silicon India Leadership award for Embedded/VLSI Industry under the category - Established Indian Company”

12. CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance. The Report on Corporate Governance is attached herewith as Annexure IV.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in the annexure - V attached to this report.

14. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the company, will be provided upon request.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars. The same is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the investments made by the Company are in Note 10 of the audited financial statements. The Company has made an investment amounting to Rs.474.44 Million during the year within the meaning of Section 186.

16. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (CSR), the Company has funded many projects that aid and improve education, literacy and healthcare for children. It has also funded and participated in projects that support and aid children with disabilities. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “Annexure - VI”.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil mechanism to deal with the instances of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the company. During the year under review, there are no such instances to report.

18. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ‘Annexure - VII.

20. MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed Management Discussion and Analysis Report giving details of the company’s business and operating results is given in Annexure - VIII attached to this report.

21. EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the year 2007 & 2013.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the Annexure - IX attached to this report.

22. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. There is no remuneration received by the Managing Director from the subsidiary company.

e. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the company’s operations in future.

23. ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

By the order of the Board

For Centum Electronics Limited

Apparao V Mallavarapu S. Krishnan

Chairman & Managing Director Director

DIN :00286308 DIN :01807344

Place: Bangalore

Date: May 30, 2017

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS Rs.Millions

Consolidated Particulars 2014-15 2013-14

Revenue 4,879.97 4,258.87

Profit before Depreciation and Interest 1057.99 828.25

Depreciation 166.94 156.84

Interest 25.16 54.42

Profit before tax 865.89 616.99

Standalone 2014-15 2013-14 Particulars

Revenue 3,162.24 2,981.82

Profit before Depreciation and Interest 511.82 496.98

Depreciation 71.30 71.59

Interest 13.48 37.56

Profit before tax 427.04 387.83

s 2. PERFORMANCE

During the current year of operations, your company has registered revenue of Rs. 4,879.97 million at consolidated level, an increase of about 15% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 865.89 million with an increase of 40% over the previous financial year.

At standalone level, a revenue of Rs. 3162.24 million, an increase of about 6% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 427.04 million with an increase of 10% over the previous financial year.

Subsidiary

During the Eighth year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 1832.77 million and posted Profit before Taxes of Rs. 495.53 million.

3. Dividend

During the year an interim dividend of Re. 1 per share has been paid. Also a final dividend of Rs. 2/- per share has been recommended by the Board aggregating to a total dividend of Rs. 3/- per share for the year. The total dividend payout would be Rs. 37.71 million for the year.

4. Consolidated Financial Statements and subsidiary

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereon is provided in the Annual Report.

The annual accounts of the subsidiary and related detailed information will be kept at the Registered Office of the Company, will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http:/ /www.centumindia.com/wp-content/uploads/2014/12/Policy-on-Material-Subsidiaries.pdf

5. Risk Management

Your Company has a robust Risk Management policy. Your Company regularly assess the risks and ensures that the risk mitigation plans are in place.

The web link for the Risk Management Policy is http://www.centumindia.com/wp-content/uploads/2015/01/ Risk-Management-policy.pdf

6. Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Ernst and Young LLP., as its Internal auditor. The Audit Committee defines the scope and areas of internal audit. The Internal auditor audits the areas recommended by the committee every year.

Significant audit observations and corrective actions thereon are being presented to the Audit Committee of the Board. Based on the report of Internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the internal audit was done on the areas recommended and no material weakness was observed.

7. Directors and Key Managerial Personnel

The changes that had occurred in the composition of the Board of Directors are given below:

i. In accordance with the provisions of Section 149 & 161 of the Companies Act, 2013, Dr. Swarnalatha Mallavarapu was appointed as Additional Director w.e.f. March 26, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer herself for appointment as a director.

ii. In terms of the provisions of Section 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Manoj Nagrath, is eligible and qualified for the appointment as Independent director. Your directors propose him for the appointment in terms of the said regulations, for a period of 5 years.

iii. In terms of the provisions of Section 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Rajiv C Mody, is eligible and qualified for the appointment as Independent director. Your directors propose him for the appointment in terms of the said regulations, for a period of 5 years.

None of the Directors of the company are disqualified for being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

The Appointments of the aforesaid directors have been included as an item for each director in the notice convening the ensuing Annual General Meeting.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Dr. Rama Rao, Director of the company has resigned w.e.f August 1, 2014.

Except the above, no other Director or Key Managerial Person has been appointed or has retired or resigned during the year.

Separate meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management was held during the year, as required under Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement. At the Meeting, the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

- Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration committees.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is attached to this report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, four meetings of the Board of directors and four meetings of the Audit Committee were convened and held. The details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

8. Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

i. that in the preparation of annual accounts for the year ended March 31,2015, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been adopted and applied 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 as at March 31, 2015 and of the profit of the Company for year ended on that date.

iii. that proper and sufficient care has been taken 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.

iv. that the annual financial statements have been prepared on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place were adequate and operating effectively.

9. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were in the ordinary course of business and were at an arm's length basis. There were no materially significant related party transactions made by the company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All the related party transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is being obtained for the transactions which are of a foreseen and repetitive nature in terms of Clause 49 of the Listing agreement.

The company has framed a policy on dealing with the related party transactions and the same is uploaded on the company website.

Your directors draw attention of the members to Note 33 to financial statements which sets out the related party disclosures.

10. Auditors Statutory auditors

M/s. BSR & Co. LLP (formerly known as M/s. BSR & Co.,), Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

The retiring auditors have furnished a certificate of their eligibility under Sec 139 of the Companies Act, 2013 and the Rules framed thereunder for the reappointment as Auditors of the company. Also as required under Clause 49 of the Listing agreement, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial audit

The Board has appointed Ms. Aarthi G Krishna, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith as Annexure V to this report.

11. Awards

Your company has received the below awards during the year under review:

1. 'Excellence in Financial Reporting' for the year 2013-14 award received from the Institute of Chartered Accountants of India (ICAI).

2. Three awards from ELCINA.

a. First prize for R & D in the large sector

b. First prize for Quality in the large sector; and

c. Special award for Exemplary Display of Business Excellence in the large scale sector

3. Global Growth company award from the World Economic Forum.

4. Industry Excellence award - 2014 from the Institution of Engineers, India (IEI).

12. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

13. Conservation of Energy, Technology absorption, Research & Development and Foreign Exchange Earnings and Outgo.

The particulars prescribed under subsection (3) (m) of Section 134 of the Companies Act, 2013 read Rule 8 of the Companies (Accounts) Rules, 2014, are given in the annexure - I attached to this report.

14. Particulars of Employees

The information pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the company, will be provided upon request.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars. The same is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

15. Particulars of Loans, Guarantees and Investments

The details of the investments made by the Company are in Note 11 of the audited financial statements. The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.

16. Corporate Social Responsibility

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has funded many projects that aid and improve education, literacy and healthcare for children. It has also funded and participated in projects that support and aid children with disabilities. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure - II".

17. Details of establishment of Vigil Mechanism

The Company has a Vigil mechanism to deal with the instances of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the company.

18. Prevention, Prohibition and Redressal of sexual harassment at work place

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

19. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as 'Annexure - III.

20. Management Discussion and Analysis

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company's business and operating results is given in annexure - IV attached to this report.

21. Employee Stock Option Plan

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during year 2007 & 2013.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure - V attached to this report.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. There is no remuneration received by the Managing Director from the subsidiary company.

e. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the company's operations in future.

23. Human Resources

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees' satisfaction, retention and productivity.

The company has initiated the talent development & management to improve the productivity of the workforce. And the company hired the services of Deloittee, the consulting company to help in this endeavour.

24. Acknowledgements

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan Date: May 27, 2015 Chairman & Managing Director Director

---

Mar 31, 2013

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS Rs.Millions

CONSOLIDATED STANDALONE

Particulars 2012-13 2011-12 2012-13 2011-12

Revenue 2,835.13 2,585.38 1,824.11 1,826.00

Profit before Depreciation and Interest 345.65 324.05 24.89 183.25

Depreciation 154.95 147.05 75.82 74.66

Interest 41.67 43.28 27.76 31.81

Profit before tax 149.03 133.72 (78.69) 76.79

PERFORMANCE

During the current year of operations, your company has registered consolidated revenue of Rs. 2,835.13 million, an increase of about 10% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 149.03 million with an increase of 11% over the previous financial year.

During the year, significant contributions were made in the Strategic Electronic programs. The investments made in the global sales & marketing initiatives have started to yield results during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

Your company has received the below awards during the year under review:

1. Best Electronics Manufacturing Industry award for the year 2012 from the India Electronics and Semiconductor Association (IESA).

2. High Growth in Electronic Hardware exports award from the Soft Technology Park of India (STPI).

SUBSIDIARY

During the Fifth year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 1078.73 million and posted Profit before Taxes of Rs.227.82 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees'' satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the year 2007.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report.

DIRECTORS

The changes that had occurred in the composition of the Board of Directors are given below:

Mr. Manny Marimuthu resigned as Director w.e.f. August 16, 2012.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Rajiv C Mody, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. Rajiv C Mody are mentioned in the Report of Corporate Governance. Your Directors recommend for the re-appointment of Mr. Rajiv C Mody.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The re-appointment of the aforesaid director have been included as an item in the notice convening the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2013 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied 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 as at 31 st March 2013 and of the profit or loss of the Company for year ended on that date;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR 8t Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company''s business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH a DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu Manoj Nagrath

Date: May 30, 2013 Chairman fit Managing Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting their Nineteenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2012 2011

Revenue 1826.00 1892.46

Profit before Depreciation and Interest 183.26 171.16

Depreciation 74.66 74.04

Interest 31.81 31.45

Profit before tax 76.79 65.67

Proposed Dividend including distribution tax 14.37 14.40

PERFORMANCE

During the current year of operations, your company has registered revenue of Rs. 1826.00 million and posted Profit before Taxes of Rs. 76.79 million.

During the year, your company received recognition for In-house R & D from the Department of Scientific and Industrial Research, Government of India. Also your company's subsidiary, Centum Rakon India Pvt Ltd received the same recognition for In-house R & D in the month of April 2012 from the above said authority.

SUBSIDIARY

During the Fourth full year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 841.88 million and posted Profit before Taxes of Rs. 56.34 million.

DIVIDEND

A dividend of Re.1 per share on the paid up share capital of the company is recommended. The dividend payout is Rs. 12.37 million and the tax on dividend for the year is Rs. 2.00 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereon form part of the Annual Report.

FINANCIALS OF SUBSIDIARY COMPANY

The Board of Directors of your company, pursuant to Circular No: 51/12/2007-CL-III dt. February 8, 2011 issued by Ministry of Corporate Affairs, has opted by passing a resolution at its meeting held on 25 May 2012, for not attaching the balance sheet and other documents of the subsidiary, Centum Rakon India Private Limited.

However, the said documents shall be made available to shareholders of the Company and the subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders at the registered office of the Company at #44, KHB Industrial Area, Yelahanka New Town, Bangalore -560106. The Company shall furnish a hard copy of details of accounts of subsidiary to any shareholder on demand.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees' satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are to be annexed to this Report. However, pursuant to Section 219(1)(b)(iv) of the said Act, the Report and Accounts excluding the said information, are being sent to all the member of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the company.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during year 2007.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report.

DIRECTORS

There were no changes in the composition of the Board of Directors.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, M r. Manoj Nagrath, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. Manoj Nagrath are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Mr. Manoj Nagrath.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The required resolutions for re-appointment of the aforesaid director have been included in the notice convening the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2012 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for year ended on that date;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the ensuing Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company's business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date : May 25, 2012 Chairman & Managing Director Director

---

Mar 31, 2011

The Directors have pleasure in presenting their Eighteenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2011 2010

Revenue 1892.46 1109.00

Profit before Depreciation and Interest 171.18 94.64

Depreciation 74.04 75.28

Interest 31.47 16.21

Profit before tax 65.67 3.15

Proposed Dividend including distribution tax 14.40 14.43

PERFORMANCE

During the current year of operations, your company has registered a revenue of Rs. 1892.46 million and posted Profit before Taxes of Rs. 65.67 million.

During the year, significant contributions were made in the Strategic electronic programs. The investments made in the global sales & marketing initiatives have started to yielDresults during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

SUBSIDIARY

During the third full year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 729.47 million and posted Profit before Taxes of Rs. 44.52 million.

DIVIDEND

A dividend of 10% on the paid up share capital of the company is recommended. The dividend payout is Rs. 12.35 million and the tax on dividend for the year is Rs. 2.05 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the previous year.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report

DIRECTORS

There were no changes in the composition of the Board of Directors.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Dr. P Rama Rao, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Dr. P Rama Rao are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Dr. P Rama Rao.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The requireDresolutions for re-appointment of the aforesaid director have been included in the notice convening ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2011 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit or loss of the Company for year ended on that date;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors andresolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the companys business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date: May 26, 2011 Managing Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2010 2009

Revenue 1109.00 227.31

Profit before Depreciation and Interest 94.64 32.72

Depreciation 75.28 19.33

Interest 16.21 7.72

Profit before tax 3.15 5.67

Proposed Dividend including distribution tax 14.43 8.66

PERFORMANCE

During the current year of operations, your company has registered a revenue of Rs.1109.00 million and posted Profit before Taxes of Rs. 3.15 million.

The Honourable High Court of Karnataka vide order dated July 16, 2010 approved the Scheme of Amalgamation of Solectron EMS India Limited with the Company

As the Appointed Date as per the Scheme is April 1, 2009 the results for the year 2009-10 includes the results of Solectron EMS India Limited which has been amalgamated with the Company but the previous years (2008-09) figures do not include the results of Solectron EMS India Limited.

During the year, significant contributions were made in the Strategic electronic programs. The investments made in the global sales & marketing initiatives have started to yield results during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

SUBSIDIARY

During the second full year of operations, Centum Rakon India Private Limited has registered revenue of Rs.533.87 million and posted Profit before Taxes of Rs. 20.12 million.

DIVIDEND

A dividend of 10% on the paid up share capital of the company is recommended. The dividend payout is Rs. 1,23,33,333 and the tax on dividend for the year is Rs. 20,96,050

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding

the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the previous year.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report

DIRECTORS

The Changes that had occurred in the composition of the Board of Directors are given below:

Mr. Som Mittal resigned as Director w.e.f. December 14, 2009

Mr. Manoj Nagrath was appointed as an Additional director w.e.f. January 5, 2010

Mr. Rajiv C Mody was appointed as an Additional director w.e.f. August 7, 2010

Mr. Manny Marimuthu was appointed as an Additional director w.e.f. August 9, 2010

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Mr. S. Krishnan, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. S. Krishnan are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Mr. S. Krishnan.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The required resolutions for re-appointment of the aforesaid director have been included in the notice convening ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2010 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit or loss of the Company for year ended on that date;

iii.proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the companys business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date: 12 August 2010 Managing Director Director