We have audited the accompanying standalone Ind ASfinancial statements of Centum Electronics Limited ("theCompany"), which comprise the Balance sheet as at March31 2025, the Statement of Profit and Loss, including thestatement of Other Comprehensive Income, the CashFlow Statement and the Statement of Changes in Equityfor the year then ended, and notes to the standalone IndAS financial statements, including a summary of materialaccounting policies and other explanatory information.
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone Ind AS financial statements give the informationrequired by the Companies Act, 2013, as amended ("theAct") in the manner so required and give a true and fairview in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company asat March 31, 2025, its profit including other comprehensiveincome, its cash flows and the changes in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financialstatements in accordance with the Standards on Auditing(SAs), as specified under section 143(10) of the Act.Our responsibilities under those Standards are furtherdescribed in the 'Auditor's Responsibilities for the Audit ofthe Standalone Ind AS Financial Statements' section of ourreport. We are independent of the Company in accordancewith the 'Code of Ethics' i ssued by the Institute of CharteredAccountants of India together with the ethical requirementsthat are relevant to our audit of the standalone Ind ASfinancial statements under the provisions of the Act and theRules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind ASfinancial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone Ind AS financial statements for the financial yearended March 31, 2025. These matters were addressed inthe context of our audit of the standalone Ind AS financialstatements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.For each matter below, our description of how our auditaddressed the matter is provided in that context.
We have determined the matters described below to bethe key audit matters to be communicated in our report.We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone IndAS financial statements section of our report, including inrelation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond to ourassessment of the risks of material misstatement of thestandalone Ind AS financial statements. The results of ouraudit procedures, including the procedures performed toaddress the matters below, provide the basis for our auditopinion on the accompanying standalone Ind AS financialstatements.
Key audit matters
How our audit addressed the key audit matter
(a) Allowance for inventory obsolescence (as described in note 2.3(j), note 10 and note 40 of thestandalone Ind AS financial statements)
The Company held an inventory balance of^ 3,267.74 million as at March 31, 2025, as disclosedin Note 10 and is a material balance for the Company.Inventory obsolescence allowance is determinedusing policies/methodologies that the Companydeems appropriate to the business. Significantjudgement is exercised by the management inidentifying the slow-moving and obsolete inventoriesand in assessing whether provision for obsolescencefor slow moving, excess or obsolete inventory itemsshould be recognized considering the productionplan, forecast inventory usage, committed andexpected orders, alternative usage, etc. Consideringthat the aforesaid assessment process is complexand involves significant estimates and judgementsand the balance of inventory is material, we haveidentified this as a key audit matter.
Our procedures to evaluate the allowance of inventories included:
• We obtained an understanding of how the managementidentifies the slow-moving and obsolete inventories andassesses the amount of allowance for inventories;
• We assessed and tested the design and operating effectivenessof the Company's internal financial controls over the allowancefor inventory obsolescence;
• We observed the inventory count performed by managementand assessed the physical condition of the inventories;
• We also assessed the allowance policy based on historical salesperformance of the products in their life cycle and comparingthe actual loss to historical allowance recognized, on a samplebasis;
• We further tested the ageing of the inventories and thecomputation of the obsolescence level on a sample basis;
• We have tested a sample of inventory items for significantcomponents to assess the cost and tested the basis ofdetermination of net realisable value of inventory, on a samplebasis.
• We also assessed the Company's disclosures concerning this inNote 40 on significant accounting estimates and judgementsand Note 10 on Inventories to the standalone Ind AS financialstatements.
Impairment testing of investments in a subsidiary (as described in note 2.3(k), note 5 and note 40 of thestandalone Ind AS financial statements)
As at March 31, 2025, the carrying amount ofinvestment in Centum Electronics UK Limited, asubsidiary of the Company is ^ 1,537.83 millionwhich has underlying investment in Centum T&SGroup Societe Anonyme (S.A.). Centum T&SGroup Societe Anonyme (S.A.) has been incurringlosses leading to erosion of net worth whereby thecarrying value of the investment in Centum T&SGroup Societe Anonyme (S.A.) as at March 31,2025, is higher than Centum T&S Group SocieteAnonyme (S.A.)' s net worth. The determination ofrecoverable amounts of the Company's investmentsin Centum Electronics UK Limited relies onmanagement's estimates of future cash flows andtheir judgment with respect to the Centum T&SGroup Societe Anonyme (S.A.) 's performance.Significant judgements are required to determinethe key assumptions used in the discounted cashflow models, such as revenue growth, price, terminalvalue and discount rates. Due to the uncertainty offorecasting and discounting future cash flows, beinginherently subjective, the level of management'sjudgement involved and the significance of theCompany's investment as at March 31, 2025, wehave considered this as a key audit matter.
The basis of impairment of investment in subsidiaryis presented in the accounting policies in Note 2.3(1)to the standalone Ind AS financial statements.
Our procedures to evaluate the impairment of investment included:
• We assessed whether the Company's accounting policywith respect to impairment is in accordance with Ind AS 36"Impairment of assets".
• We have carried out assessment of forecasts of future cashflows prepared by the management, evaluating the assumptionsand comparing the estimates to externally available industry,economic and financial data;
• We have also assessed the valuation methodology and thekey assumptions adopted in the cash flow forecasts with thesupport of our in-house valuation experts;
• We also assessed the recoverable value headroom byperforming sensitivity testing of key assumptions used.
• We discussed potential changes in key drivers as comparedto previous year / actual performance with management toevaluate whether the inputs and assumptions used in the cashflow forecasts were appropriate.
• We discussed with senior management personnel, thejustification for the key assumptions underlying the cashflowprojections and performed sensitivity analysis on the same toassess their reasonableness;
• We tested the arithmetical accuracy of the financial projectionmodel;
• We assessed the Company's disclosures concerning this in Note40 on significant accounting estimates and judgements andNote 5 pertaining to the disclosures of investment in subsidiaryto the standalone Ind AS financial statements.
Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the Our opinion on the standalone Ind AS financial statementsother information. The other information comprises the does not cover the other information and we do not expressinformation included in the Annual report, but does not any form of assurance conclusion thereon.include the standalone Ind AS financial statements and our
auditor's report thereon. The other information is expected f Management for the Standa|oneto be madepavailable to us after the date of this auditor's Ind AS Financial Statements
report. The Company's Board of Directors is responsible for
In connection with our audit of the standalone Ind AS the mftters stated in section 134(5) of^ A1 with
fin ancial statements, our responsibility is to read the other Lespect ,to the of stantdalone Ind
information identified above when it becomes available financial statetmentefi that give a' true and fair. vew of 1e
and, in doing so, consider whether such other information is financia' position, financia' performanche including ^
materially inconsistent with the standalone Ind AS financial chomprehensive incomeH, cash f™1and changes in equity of
statements, or our knowledge obtained in the audit or the C°mpany in accordance withH the accTouHntingA principles
otherwise appears to be materially misstated. 'n ^ 'ncluding th®. Ind'an Account'ng
Standards (Ind AS) specified under section 133 of the Act
read with the Companies (Indian Accounting Standards)Rules, 2015, as amended. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of theassets of the Company and for preventing and detectingfrauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively forensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of thestandalone Ind AS financial statements that give a true andfair view and are free from material misstatement, whetherdue to fraud or error.
In preparing the standalone Ind AS financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless managementeither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements as awhole are free from material misstatement, whether due tofraud or error, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on thebasis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone Ind AS financial statements,whether due to fraud or error, design and performaudit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control. 1
are appropriate in the circumstances. Under section143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls with reference tostandalone Ind AS financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern.If we conclude that a material uncertainty exists,we are required to draw attention in our auditor'sreport to the related disclosures in the standaloneInd AS financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to thedate of our auditor's report. However, future eventsor conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the standalone Ind AS financial statements,including the disclosures, and whether the standaloneInd AS financial statements represent the underlyingtransactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone Ind AS financialstatements for the financial year ended March 31, 2025,and are therefore the key audit matters. We describe thesematters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a mattershould not be communicated in our report because theadverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
1. As required by the Companies (Auditor's Report)Order, 2020 ("the Order"), issued by the CentralGovernment of India in terms of sub-section (11) ofsection 143 of the Act, we give in the "Annexure 1"a statement on the matters specified in paragraphs 3and 4 of the Order.
2. As required by Section 143(3) of the Act, we report,to the extent applicable, that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
(b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books except as detailed in note 57 ofthe standalone Ind AS financial statements, forthe matters stated in the paragraph (f) and (i)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014, asamended;
(c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive Income, the Cash FlowStatement and Statement of Changes in Equitydealt with by this Report are in agreement withthe books of account;
(d) In our opinion, the aforesaid standalone Ind ASfinancial statements comply with the AccountingStandards specified under Section 133 of theAct, read with Companies (Indian AccountingStandards) Rules, 2015, as amended;
(e) On the basis of the written representationsreceived from the directors as on March 31,2025 taken on record by the Board of Directors,none of the directors is disqualified as onMarch 31, 2025 from being appointed as adirector in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in paragraph (b) aboveon reporting under Section 143(3)(b) andparagraph (i)(vi) below on reporting under Rule11(g) of the Companies (Audit and Auditors)Rules, 2014, as amended.
(g) With respect to the adequacy of the internalfinancial controls with reference to thesestandalone Ind AS financial statements and theoperating effectiveness of such controls, referto our separate Report in "Annexure 2" to thisreport;
(h) In our opinion, the managerial remuneration forthe year ended March 31, 2025 has been paid
/ provided by the Company to its directors inaccordance with the provisions of section 197read with Schedule V to the Act;
(i) With respect to the other matters to be includedin the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors)Rules, 2014, as amended in our opinion and tothe best of our information and according to theexplanations given to us:
i. The Company has disclosed the impactof pending litigations on its financialposition in its standalone Ind AS financialstatements - Refer Note 44(c) to thestandalone Ind AS financial statements;
ii. The Company has made provision,as required under the applicable lawor accounting standards, for materialforeseeable losses, if any, on long-termcontracts including derivative contracts -Refer Note 27 to the standalone Ind ASfinancial statements;
iii. There has been no delay in transferringamounts, required to be transferred, tothe Investor Education and ProtectionFund by the Company.
iv. a) The management has represented that, to
the best of its knowledge and belief, otherthan as disclosed in the note 58(v) to thestandalone Ind AS financial statements,no funds have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sources orkind of funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lendor invest in other persons or entitiesidentified in any manner whatsoever byor on behalf of the Company ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries;
b) The management has represented that,to the best of its knowledge and belief,and as disclosed in the note 58 (vi) to thestandalone Ind AS financial statements, nofunds have been received by the Companyfrom any person(s) or entity(ies), includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by or
on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries; and
c) Based on such audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has causedus to believe that the representationsunder sub-clause (a) and (b) contain anymaterial misstatement.
v. The final dividend paid by the Companyduring the year in respect of the samedeclared for the previous year is inaccordance with section 123 of the Actto the extent it applies to payment ofdividend.
As stated in note 18 to the standaloneInd AS financial statements, the Board ofDirectors of the Company have proposedfinal dividend for the year which is subjectto the approval of the members at theensuing Annual General Meeting. Thedividend declared is in accordance withsection 123 of the Act to the extent itapplies to declaration of dividend.
vi. Based on our examination which includedtest checks, the Company has usedaccounting softwares for maintaining itsbooks of account which has a feature of
recording audit trail (edit log) facility andthe same has operated throughout theyear for all relevant transactions recordedin the softwares except that, audit trailfeature is not enabled for direct changesto data when using certain access rights,as described in note 57 to the standaloneInd AS financial statements. Further,during the course of our audit we did notcome across any instance of audit trailfeature being tampered with in respect ofthe accounting softwares where audit trailhas been enabled. Additionally, the audittrail has been preserved by the Companyas per the statutory requirements forrecord retention.
Chartered AccountantsICAI Firm Registration Number: 101049W/E300004
Partner
Membership Number: 056102UDIN: 25056102BMMHDS2181
Place of Signature: BengaluruDate: May 22, 2025
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Obtain an understanding of internal control relevantto the audit in order to design audit procedures that