Centum Electronics Ltd Directors Report

DIRECTORS REPORT

To,

The Members of

Centum Electronics Limited

We have pleasure in presenting the Thirty Third Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

A summary of the Standalone and Consolidated Financial Performance of your Company, for the financial year ended March 31, 2026, is as under:

				(Rs. in million)
Particulars	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Total Income	9,686	7,469	9,889	7,827
Earnings Before Interest, Tax, Depreciation & Amortisation (EBITDA)*	1,354	989	1,209	941
Depreciation and Amortisation Expenses	195	195	195	195
Finance Costs	169	195	168	195
Profit Before Tax**	1,148	665	1,004	617
Profit/ (Loss) After Tax***	1,007	504	(1,171)	456

* 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 Rs. 9,686 million compared to previous financial year total income of Rs. 7,469 million. Your Company has earned a Profit Before Tax of Rs. 1,148 million before exceptional & discontinued operations.

At standalone level, total income was Rs. 9,889 million compared to previous financial year total income of Rs. 7,827 million. Further, your Company has earned a net profit before tax and exceptional items of Rs. 1,004 million. ³

3. SUBSIDIARIES:

a. Centum Electronics UK Limited

During the year, Centum Electronics UK Limited, a wholly owned subsidiary company, has registered total income of Rs. 14 million and earned a net profit of Rs. 11 million.

b. 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 Rs. 4,041 million and incurred a net loss of Rs. 1,441 million.

Discontinued Operations

During the financial year, your Board of Directors reviewed the affairs of the subsidiaries and assessed certain overseas operations as discontinued in line with its strategic and financial considerations.

The Company has investments in Centum Electronics UK Limited, which in turn has invested in Centum T&S Group Societe Anonyme (S.A.). The said entity and its underlying overseas subsidiaries have incurred losses resulting in erosion of net worth.

The Board of Directors, at its meeting held on December 19, 2025, approved the discontinuation of operations of Centum E&S (Centum Equipments ET Systemes), Canada, and Centum T&S (Centum Technologies ET Solutions), Canada, step down subsidiaries of the Company. The Company is in the process of completing necessary regulatory filings for liquidation of these entities. As a prudent measure, the Company has provided for the carrying value of assets amounting to Rs. 289 million and written back liabilities amounting to Rs. 45 million during the year.

Further, during the year, the Group initiated Redressement Judiciaire proceedings for Centum T&S Group Societe Anonyme (S.A.) and certain underlying overseas subsidiaries under applicable local laws. Pending the outcome of these proceedings, the Company has provided for the carrying value of goodwill on consolidation Rs. 376.23 million, intangible assets (including those under development) amounting to Rs. 178.33 million, and inventory amounting to Rs. 100.78 million, and recognised the same under discontinued operations.

The Company continues to consolidate the aforesaid subsidiaries in accordance with Ind AS 110, as control continues to exist. The resolution process is at an advanced stage, with bids having been received and expected to be concluded by the Court. Accordingly, the operations of the aforesaid entities have been classified as discontinued operations and prior period figures have been restated.

The above status is as on the date of this Report.

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-i" to the Boards 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

During the year under review, the Scheme of Amalgamation of Centum T&S Private Limited ("Transferor Company"), a wholly owned subsidiary, with Centum Electronics Limited ("Transferee Company"/"the Company"), has been completed.

The Board of Directors had, at its meeting held on August 9, 2024, approved the said Scheme in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Act"), subject to necessary statutory and regulatory approvals.

The Honble National Company Law Tribunal, Bengaluru Bench ("NCLT"), vide its order dated October 29, 2025, approved the Scheme. The Scheme has thereafter become effective, and Centum T&S Private Limited has been amalgamated with the Company with effect from April 1, 2024, being the Appointed Date.

Pursuant to the Scheme becoming effective, the entire undertaking of the Transferor Company stands transferred to and vested in the Company as a going concern. Further, all the shares held by the Company in Centum T&S Private Limited stand cancelled and extinguished, without any further act or deed.

The amalgamation has resulted in simplification of the corporate structure, improved operational efficiencies, and better resource utilization, thereby enhancing overall value for stakeholders.

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 Auditors 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 Companys website www.centumelectronics.com.

5. DIVIDEND:

Your directors are pleased to recommend a Final Dividend of Rs. 5 per equity share (50%) having face value of Rs. 10 per equity share for the financial year ended March 31, 2026. 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 Companys website at www.centumelectronics.com

The total Proposed dividend payout for financial year 2025-26 will be Rs. 73.80 million for 1,47,59,016 number of fully paid-up equity shares of Rs. 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:

Your Company has not transferred any amount to General Reserves for the year ended March 31, 2026. ⁹

9. SHARE CAPITAL:

During the year, there was change in the share capital of the Company. As on March 31, 2026 the Authorised Share Capital of the Company was Rs. 15,60,00,000/- divided into 1,56,00,000 equity shares of Rs. 10/- each and paid-up equity share capital stood at Rs. 14,74,09,830/- divided into 1,47,40,983 equity shares of Rs. 10/- each.

During the year, the Company allotted 33,831 equity shares under the RSU Plan 2021. The said shares were subsequently listed on the National Stock Exchange of India Limited (NSE) and BSE Limited pursuant to their respective approval letters bearing reference nos. NSE/ LIST/2025/52023 and LOD /ESOP/TP/No. 363/2025-2026 dated November 20, 2025, and NSE/LIST/2026/53707 and LOD/ESOP/TP/No. 423/2025-2026 dated February 25, 2026.

Further, the Board of Directors, at its meeting held on May 14, 2026, approved the allotment of 18,033 equity shares, resulting in an increase in the paid-up share capital from Rs. 14,74,09,830/- (divided into 1,47,40,983 equity shares) to Rs. 14,75,90,160/- (divided into 1,47,59,016 equity shares) as on the date of this Report.

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-up equity shares of face value of Rs. 10 each to Qualified Institutional Buyers (QIBs) at an issue price of Rs. 1,160 per equity share (including a premium of Rs. 1,150 per equity share), aggregating to Rs. 2,100 million, through a Qualified Institutions Placement (QIP).

The proceeds raised through the QIP are being utilized in accordance with the objects of the issue. In compliance with Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of utilization of proceeds from the QIP, net of expenses (including GST), are set out below:

			(Rs. in million)
Objects of the issue as per Placement Document	Amount to be utilised as per Placement Document	utilization upto March 31, 2026	Balance as on March 31, 2026
Repayment/prepayment, in part or in full of certain outstanding borrowings availed by the Company.	Rs. 1,149.92	Rs. 1,149.92
Capital expenditure for purchase of new equipment and machinery	Rs. 349.68	Rs. 256.78	Rs. 92.90
General Corporate Purposes*	Rs. 507.19	-	Rs. 507.19

*During the quarter ended June 30, 2025, net proceeds were revised from Rs. 1,999.47 million to Rs. 2,006.79 million on account of actual issue expenses being lower than estimated as disclosed in the offer document, by Rs. 7.32 million. Consequently, GCP amount was revised from Rs. 499.87 million to Rs. 507.19 million.

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of K 600.09 million is unutilized as on March 31, 2026.

The funds which remain unutilised are temporarily parked in Fixed Deposits.

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. credit rating:

During the year, the Company has obtained Credit Rating of its various credit facilities from CARE and CRISIL Limited. The details about the ratings assigned by the above-mentioned agencies are clearly drawn up in the Corporate Governance report forming part of the Boards Report.

12. DEPOSITORY SYSTEM:

Your Companys equity shares are tradable only in electronic form. As on March 31, 2026, 99.59 % of the Companys total paid up equity share capital representing 14,680,601 shares are in dematerialized form.

13. 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 K 88,483/- to IEPF, (the amount in Interim 2018-19 dividend account) 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 4,782 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.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company as on March 31, 2026 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.

The details of the Board composition including names of Directors and composition of Committees are provided separately in the Corporate Governance Report.

During the financial year 2025-26, the following changes took place in the composition of the Board:

Appointments:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed:

• Dr. Udayant Malhoutra (DIN: 00053714) as an Independent Director with effect from May 22, 2025;

• Mr. Apurva Chandra (DIN: 02531655) as an Independent Director with effect from December 19, 2025; and

• Mr. Ramesh Ramadurai (DIN: 07109252) as an Independent Director with effect from February 14, 2026, for a term of five consecutive years, not liable to retire by rotation.

The Members of the Company approved the aforesaid appointments by way of Special Resolutions passed through postal ballot on July 2, 2025 and March 16, 2026.

Director retiring by rotation:

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 Third 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 Third Annual General Meeting.

Cessations:

During the year, the following Directors ceased to be members of the Board upon completion of their tenure as Independent Directors, having served two consecutive terms of five years each:

• Mr. Manoj Nagrath (DIN: 01974412) - ceased with effect from August 6, 2025;

• Mr. Rajiv C. Mody (DIN: 00092037) - ceased with effect from August 6, 2025; and

• Mr. Thiruvengadam Parthasarathi (DIN: 00016375) - ceased with effect from December 27, 2025.

The Board places on record its sincere appreciation for the valuable contributions and guidance provided by them during their tenure.

In compliance with Section 203 of the Companies Act, 2013, Mr. Mallavarapu Venkata Apparao, Chairman & Managing Director, Mr. Nikhil Mallavarapu, Joint Managing Director, Mr. Sundararajan Parthasarathy, 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.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated May 14, 2026 received from Ms. Aarthi Gopala Krishna, Practising Company Secretary, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

Key Managerial Personnel - Chief Financial Officer:

Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, the Board of Directors had 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 the applicable SEBI Listing Regulations.

Mr. K.S. Desikan, who was associated with the Company for over two decades, superannuated from the services of the Company with effect from August 31, 2025. During his tenure, Mr. Desikan made significant contributions to the Companys growth through his expertise in Finance, Accounting, Strategy and Information Technology.

The Board places on record its sincere appreciation for Mr. Desikans exemplary service and leadership. Mr. Sundararajan Parthasarathy has since assumed the role of Chief Financial Officer and KMP of the Company, ensuring continuity and stability in the Companys financial leadership.

a. Board Meetings:

The Board of Directors duly met five (5) 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 selfassessment 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 Companys 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 Wednesday, December 24, 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 organizations 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.

16. 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, 2026, 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, 2026 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, 2026.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, wherever applicable, in respect of loans granted, investments made, guarantees given and securities provided. The requisite disclosures wherever applicable for such transactions have been made in the financial statements.

18. 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 arms 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 Companys 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.

19. 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 2025-26 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 2025-26 is given as part of the Corporate Governance Report.

b. Secretarial Audit

The Shareholders of the Company had appointed Mr. K Rajshekar, Practicing Company Secretary (CP No.2468) as the Secretarial Auditor for a term of 5 (Five) years beginning from Financial Year 2025-26.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 is annexed with this Report as "Annexure-2". There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from Ms. Aarthi Gopala Krishna, Practicing Company Secretary.

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 2026-27 at a fee of Rs. 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.

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

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

21. 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.

22. CORPORATE SOCIAL RESPONSIBILITY:

As part of its Corporate Social Responsibility (CSR) initiatives, the Company has supported a diverse portfolio of projects during the year across the areas of healthcare, education, environmental sustainability, eradication of hunger and malnutrition, and community development. The Company has also contributed towards initiatives aimed at supporting persons with disabilities, promoting inclusive growth, and encouraging sports and social welfare. These initiatives reflect the Companys commitment to creating a positive and sustainable impact on society.

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.

23. 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 Companys website https://www.centumelectronics. com/investor-relations.

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

24. 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.

25. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company firmly believes in providing a safe, supportive, and friendly workplace environment - a workplace where its values come to life through supporting behaviors. A positive workplace environment and great employee experience are integral parts of its culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has a policy on Preservation and Redressal of Sexual Harassment at workplace in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. There are regular sessions offered to all employees to increase awareness of the topic and the Committee and other senior members have undergone training sessions.

During the financial year 2025-26, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

During the financial year 2025-26, initiatives were taken to demonstrate the Companys zero tolerance philosophy against discrimination and sexual harassment. The Company has also conducted online training for the employees to cover various aspects of this matter.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the financial year 2025-26, pursuant to the POSH Act and Rules framed thereunder:

Particulars	Number
Number of complaint(s) of Sexual Harassment received during financial year 2025-26	NIL
Number of complaint(s) disposed of during financial year 2025-26	Not Applicable
Number of cases pending for more than 90 days (stipulated timeline under POSH)	Not Applicable
Number of cases pending as on March 31, 2026	Not Applicable

26. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE:

Your Company complies with the Maternity Benefit Act, 1961 for the year under review.

27. On November 21, 2025, the Government of India notified the four Labour Codes. The Code on Wages, 2019, The Industrial Relations Code, 2020. The Code on Social Security, 2020, and The Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws.

Appropriate financial provisions have been made arising from the implementation of the new Labour Codes.

The Company continues to monitor the finalisation of Central/ State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect based on such developments as needed.

28. 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/.

29. 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.

30. 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".

31. EMPLOYEE STOCK OPTION PLAN:

As a measure of rewarding the employees, your Company had introduced Restricted Stock Unit Plan 2021 (RSU 2021) 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 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.

32. AWARDS AND RECOGNITIONS:

During the year under review, the Company continued to receive recognition for its excellence in operations, sustainability, and export performance. Key awards and accolades received are as follows:

• Export Performance Award at ELCINAs 50^th Year Celebrations, recognizing the Companys outstanding contribution to exports in the electronics sector.

• Energy Efficient Unit Award at the National Energy Management Awards organized by the Confederation of Indian Industry (CII), acknowledging the Companys achievements in energy efficiency and sustainability.

• SEEM Platinum Awards for excellence in sustainability and energy management in the corporate sector.

These recognitions reflect the Companys continued commitment to operational excellence, sustainability, and innovation across its business divisions.

33. 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. Remuneration received by the Managing Director/Joint Managing Director from the subsidiary company.

e. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

f. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. 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. Frauds reported by Auditors under sub-section (12) of section 143.

34. 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 14, 2026	Chairman & Managing Director	Joint Managing Director
	DIN: 00286308	DIN: 00288551