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)

* 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:

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