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NOTES TO ACCOUNTS

Centum Electronics Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 5684.88 Cr. P/BV 16.56 Book Value (₹) 232.55
52 Week High/Low (₹) 3916/2044 FV/ML 10/1 P/E(X) 0.00
Bookclosure 31/07/2026 EPS (₹) 0.00 Div Yield (%) 0.13
Year End :2026-03 

I. Provisions and contingent liabilities

General

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of
the obligation. When the Company expects some
or all of a provision to be reimbursed, for example,

under an insurance contract, the reimbursement
is recognised as a separate asset, but only when
the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement
of profit and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.

If the Company has a contract that is onerous,
the present obligation under the contract is
recognised and measured as a provision. However,
before a separate provision for an onerous
contract is established, the Company recognises
any impairment loss that has occurred on assets
dedicated to that contract.

An onerous contract is a contract under which the
unavoidable costs (i.e., the costs that the Company
cannot avoid because it has the contract) of meeting
the obligations under the contract exceed the
economic benefits expected to be received under
it. The unavoidable costs under a contract reflect
the least net cost of exiting from the contract,
which is the lower of the cost of fulfilling it and any
compensation or penalties arising from failure to
fulfil it. The cost of fulfilling a contract comprises
the costs that relate directly to the contract (i.e.,
both incremental costs and an allocation of costs
directly related to contract activities).

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognized because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability
that cannot be recognized because it cannot be
measured reliably. The Company does not recognize
a contingent liability but discloses its existence in
the standalone Ind AS financial statements.

Provisions and contingent liability are reviewed at
each balance sheet.

Decommissioning liability
Decommissioning costs are provided at the present
value of expected costs to settle the obligation
using estimated cash flows and are recognised as
part of the cost of the particular asset. The cash
flows are discounted at a current pre-tax rate that
reflects the risks specific to the decommissioning
liability. The unwinding of the discount is expensed
as incurred and recognised in the statement of
profit and loss as a finance cost. The estimated
future costs of decommissioning are reviewed
annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate
applied are added to or deducted from the cost of
the asset.

m. Retirement and other employee benefits

Retirement benefit in the form of provident fund
and pension fund are defined contribution scheme.
The Company has no obligation, other than the
contribution payable. The Company recognizes
contribution payable to provident fund and pension
fund as expenditure, when an employee renders
the related service. If the contribution payable to
the scheme for service received before the balance
sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognized as
a liability after deducting the contribution already
paid. If the contribution already paid exceeds the
contribution due for services received before the
balance sheet date, then excess is recognized as an
asset to the extent that the pre-payment will lead
to, for example, a reduction in future payment or a
cash refund.

Accumulated leave, which is expected to be utilized
within the next twelve months, is treated as short¬
term employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the
unused entitlement that has accumulated at the
reporting date. The Company recognizes expected
cost of short-term employee benefit as an expense,
when an employee renders the related service.

The Company treats accumulated leave expected to
be carried forward beyond twelve months, as long¬
term employee benefit for measurement purposes.
Such long-term compensated absences are
provided for based on the actuarial valuation using
the projected unit credit method at the reporting
date. Actuarial gains/losses are immediately taken
to the statement of profit and loss and are not
deferred. The obligations are presented as current
liabilities in the balance sheet if the entity does not
have an unconditional right to defer the settlement
for at least twelve months after the reporting date.

The Company presents the leave as a current
liability in the standalone Ind AS balance sheet, to
the extent it does not have an unconditional right
to defer its settlement for twelve months after the
reporting date.

The cost of providing benefits under the defined
benefit plan is determined using the projected unit
credit method using actuarial valuation to be carried
out at each balance sheet date.

Re-measurements, comprising of actuarial
gains and losses, the effect of the asset ceiling,
excluding amounts included in net interest on the
net defined benefit liability and the return on plan
assets (excluding amounts included in net interest
on the net defined benefit liability), are recognised
immediately in the standalone Ind AS balance sheet
with a corresponding debit or credit to retained
earnings through OCI in the period in which they
occur. Re-measurements are not reclassified to
profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on
the earlier of:

a) The date of the plan amendment or
curtailment, and

b) The date that the Company recognises related
restructuring costs

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset. The
Company recognises the following changes in the

a) Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and

b) Net interest expense or income.

n. Financial instruments

Financial assets and financial liabilities are
recognised when the Company becomes a party
to the contract embodying the related financial
instruments. All financial assets, financial liabilities
and financial guarantee contracts are initially
measured at transaction cost and where such
values are different from the fair value, at fair value.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial
liabilities at fair value through profit and loss) are
added to or deducted from the fair value measured
on initial recognition of financial asset or financial
liability. Transaction costs directly attributable to the
acquisition of financial assets and financial liabilities
at fair value through profit and loss are immediately
recognised in the statement of profit and loss.

Financial assets are classified, at initial recognition,
as subsequently measured at amortised cost and
fair value through profit or loss. The classification of
financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics
and the Company's business model for managing
them. With the exception of trade receivables that
do not contain a significant financing component
or for which the Company has applied the practical
expedient, the Company initially measures a
financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit or
loss, transaction costs. Trade receivables that do
not contain a significant financing component or
for which the Company has applied the practical
expedient are measured at the transaction price as
disclosed in section 2.3.(c) Revenue recognition.

In order for a financial asset to be classified and
measured at amortised cost, it needs to give rise
to cash flows that are 'solely payments of principal

and interest (SPPI)' on the principal amount
outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.
Financial assets with cash flows that are not SPPI
are classified and measured at fair value through
profit or loss, irrespective of the business model.

Investment in equity instruments issued by
subsidiaries, associates are measured at cost
less impairment.

Effective interest method

The effective interest method is a method of
calculating the amortised cost of a financial
instrument and of allocating interest income or
expense over the relevant period. The effective
interest rate is the rate that exactly discounts future
cash receipts or payments through the expected life
of the financial instrument, or where appropriate, a
shorter period.

(i) Financial assets

Financial assets at amortised cost

Financial assets are subsequently measured
at amortised cost if these financial assets are
held within a business model whose objective
is to hold these assets in order to collect
contractual cash flows and the contractual
terms of the financial asset give rise on
specified dates to cash flows that are solely
payments of principal and interest on the
principal amount outstanding.

Financial assets measured at fair value

Financial assets are measured at fair value
through other comprehensive income if these
financial assets are held within a business
model whose objective is to hold these assets
in order to collect contractual cash flows
and to sell these financial assets and the
contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on
the principal amount outstanding.

Financial asset not measured at amortised cost
or at fair value through other comprehensive

For financial assets maturing within one year
from the balance sheet date, the carrying
amounts approximate fair value due to the
short maturity of these instruments.

Impairment of financial assets excluding
investments in subsidiaries and associates

Loss allowance for expected credit losses is
recognised for financial assets measured at
amortised cost and fair value through the
statement of profit and loss.

The Company recognises impairment loss on
trade receivables using expected credit loss
model, which involves use of provision matrix
constructed on the basis of historical credit
loss experience as permitted under Ind AS 109
- Financial Instruments.

For financial assets whose credit risk has
not significantly increased since initial
recognition, loss allowance equal to twelve
months expected credit losses is recognised.
Loss allowance equal to the lifetime expected
credit losses is recognised if the credit risk
on the financial instruments has significantly
increased since initial recognition.

For financial assets maturing within one year
from the balance sheet date, the carrying
amounts approximates fair value due to the
short maturity of these instruments.

De-recognition of financial assets

The Company de-recognises a financial asset
only when the contractual rights to the cash
flows from the financial asset expire, or it
transfers the financial asset and the transfer
qualifies for de-recognition under Ind AS 109.

If the Company neither transfers nor retains
substantially all the risks and rewards of
ownership and continues to control the
transferred asset, the Company recognises
its retained interest in the assets and an

associated liability for amounts it may have
to pay.

If the Company retains substantially all
the risks and rewards of ownership of a
transferred financial asset, the Company
continues to recognise the financial asset and
also recognises a collateralised borrowing for
the proceeds received.

On de-recognition of a financial asset in its
entirety, the difference between the carrying
amount measured at the date of de-recognition
and the consideration received is recognised in
statement of profit or loss.

(ii) Financial liabilities and equity
instruments

Classification as debt or equity

Financial liabilities and equity instruments
issued by the Company are classified
according to the substance of the contractual
arrangements entered into and the definitions
of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that
evidences a residual interest in the assets
of the Company after deducting all of its
liabilities. Equity instruments are recorded at
the proceeds received, net of direct issue costs.

Financial Liabilities

Financial liabilities are initially measured at
fair value, net of transaction costs, and are
subsequently measured at amortised cost,
using the effective interest rate method
where the time value of money is significant.
Interest bearing bank loans, overdrafts and
issued debt are initially measured at fair value
and are subsequently measured at amortised
cost using the effective interest rate method.
Any difference between the proceeds (net
of transaction costs) and the settlement or
redemption of borrowings is recognised over
the term of the borrowings in the statement
of profit and loss.

For trade and other payables maturing within
one year from the balance sheet date, the
carrying amounts approximate fair value due
to the short maturity of these instruments.

a) Supplier finance arrangements

The Company has established supplier
finance arrangements (Refer Note 21(b)).
The Company evaluates whether financial
liabilities covered such arrangements
continue to be classified within trade
payables, or they need to be classified as
a borrowing or as part of other financial
liabilities/ as a separate line item on
the face of the balance sheet. Such
evaluation requires exercise of judgment
basis specific terms of the arrangement.

The Company classifies financial
liabilities covered under supplier finance
arrangement within trade payables in the
balance sheet only if (i) the obligation
represents a liability to pay for goods
and services, (ii) is invoiced and formally
agreed with the supplier, (iii) is part of
the working capital used in its normal
operating cycle, (iv) the company is
not legally released from its original
obligation to the supplier, and has not
assumed a new obligation toward the
bank, and another party (iv) there is no
substantial modification to the terms of
the liability.

If one or more of the above criteria
are met, the Company derecognises its
original liability toward the supplier and
recognise a new liability toward the bank
which is classified as bank borrowing
or other financial liability, depending on
factors such as whether the Company
(i) has obligation toward bank, (ii) is
getting extended credit period such that
obligation is no longer part of its working
capital cycle, (iii) is paying interest directly
or indirectly, (iv) has provided guarantee
or security, and/ or (v) is recognized as
borrower in the bank books.

Cash flows related to liabilities arising
from supplier finance arrangements
that continue to be classified in trade
payables in the standalone balance
sheet are included in operating activities
in the standalone statement of cash
flows, when the Company finally settles
the liability.

In cases, where the Company has
derecognised its original liability toward
the supplier and recognise a new liability
toward the bank, the Company has
assessed that the bank is acting as its
agent in making payment to the supplier.
Accordingly, the Company presents
operating cash outflow and financing
cash inflow, when bank made payment
to the supplier. The payment made by the
Company to the bank toward interest, if
any, as well as on settlement is presented
as financing cash outflow.

b) Financial guarantee contracts
Financial guarantee contracts issued
by the Company are those contracts
that require a payment to be made
to reimburse the holder for a loss it
incurs because the specified debtor
fails to make a payment when due in
accordance with the terms of a debt
instrument. Financial guarantee contracts
are recognised initially as a liability at fair
value, adjusted for transaction costs that
are directly attributable to the issuance
of the guarantee. Subsequently, the
liability is measured at the higher of the
amount of loss allowance determined
as per impairment requirements of Ind
AS 109 and the amount recognised less
cumulative amortisation.

c) De-recognition

A financial liability is derecognised
when the obligation under the liability
is discharged or cancelled or expires.
When an existing financial liability is
replaced by another from the same

lender on substantially different terms,
or the terms of an existing liability are
substantially modified, such an exchange
or modification is treated as the de¬
recognition of the original liability and
the recognition of a new liability. The
difference in the respective carrying
amounts is recognised in the statement
of profit and loss.

Off-setting of financial instruments

Financial assets and financial liabilities
are offset and the net amount is reported
in the standalone Ind AS balance sheet
if there is a currently enforceable legal
right to offset the recognised amounts
and there is an intention to settle on a
net basis, to realise the assets and settle
the liabilities simultaneously.

o. Derivative financial instruments and
hedge accounting

The Company uses forward currency contracts to
hedge its foreign currency risks. Such derivative
financial instruments are initially recognised at fair
value on the date on which a derivative contract is
entered into and are subsequently re-measured at
fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial
liabilities when the fair value is negative.

Any gains or losses arising from changes in the
fair value of derivatives are taken directly to profit
or loss, except for the effective portion of cash
flow hedges, which is recognised in OCI and later
reclassified to profit or loss when the hedge item
affects profit or loss or treated as basis adjustment
if a hedged forecast transaction subsequently
results in the recognition of a non-financial asset
or non-financial liability.

For the purpose of hedge accounting, hedges are
classified as:

• Fair value hedges when hedging the exposure
to changes in the fair value of a recognised
asset or liability or an unrecognised
firm commitment.

• Cash flow hedges when hedging the exposure
to variability in cash flows that is either
attributable to a particular risk associated
with a recognised asset or liability or a
highly probable forecast transaction or the
foreign currency risk in an unrecognised
firm commitment.

At the inception of a hedge relationship, the
Company formally designates and documents the
hedge relationship to which the Company wishes to
apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.

The documentation includes identification of the
hedging instrument, the hedged item, the nature
of the risk being hedged, and how the Company
will assess whether the hedging relationship meets
the hedge effectiveness requirements (including the
analysis of sources of hedge ineffectiveness and
how the hedge ratio is determined). A hedging
relationship qualifies for hedge accounting if it meets
all of the following effectiveness requirements:

• There is 'an economic relationship' between
the hedged item and the hedging instrument.

• The effect of credit risk does not 'dominate
the value changes' that result from that
economic relationship.

• The hedge ratio of the hedging relationship is
the same as that resulting from the quantity
of the hedged item that the Company actually
hedges and the quantity of the hedging
instrument that the Company actually uses to
hedge that quantity of hedged item.

Although the Company believes that these
derivatives constitute hedges from an economic
perspective, they may not qualify for hedge
accounting under Ind AS 109, Financial Instruments.
Any derivative that is either not designated a hedge
or is so designated but is ineffective as per Ind AS
109, is categorized as a financial asset or financial
liability, at fair value through profit or loss.

Derivatives not designated as hedges are
recognised initially at fair value and attributable

transaction costs are recognised in the statement
of profit and loss when incurred. Subsequent to
initial recognition, these derivatives are measured
at fair value through profit or loss and the resulting
exchange gains or losses are included in other
income / expenses. Assets/ liabilities in this category
are presented as current assets/current liabilities if
they are expected to be realized within 12 months
after the balance sheet date. Refer to Note 53 for
more details.

p. Cash and cash equivalents

Cash and cash equivalent in the standalone Ind AS
balance sheet comprise cash at banks and on hand
and short-term deposits with an original maturity
of three months or less that are readily convertible
to a known amount of cash and which are subject
to an insignificant risk of changes in value.

For the purpose of the statement of cash flows,
cash and cash equivalents consist of cash and
short-term deposits, as defined above, as they
are considered an integral part of the Company's
cash management.

q. Share-based payments

Certain employees of the Company and its
subsidiaries are entitled to share-based payments,
whereby employees render services as consideration
for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model.

That cost is recognised, together with a
corresponding increase in share-based payment
(SBP) reserves in equity, over the period in which the
performance and/or service conditions are fulfilled
in employee benefits expense. The cumulative
expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects
the extent to which the vesting period has expired
and the Company's best estimate of the number
of equity instruments that will ultimately vest. The
expense or credit in statement of profit and loss for
a period represents the movement in cumulative
expense recognised as at the beginning and end
of that period and is recognised in employee
benefits expense.

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company's best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. No expense is recognised for
awards that do not ultimately vest because non¬
market performance and/or service conditions have
not been met.

The dilutive effect of outstanding options is reflected
as additional share dilution in the computation of
diluted earnings per share.

r. Dividend

The Company recognises a liability to pay dividend
to equity holders of the parent when the distribution
is authorised, and the distribution is no longer at
the discretion of the Company. As per the corporate
laws in India, a distribution is authorised when it
is approved by the shareholders. A corresponding
amount is recognised directly in equity. Final
dividends on shares are recorded as a liability on the
date of approval by the shareholders and interim
dividends are recorded as a liability on the date of
declaration by the Company's Board of Directors.

s. Foreign currencies

The standalone Ind AS financial statements are
presented in INR, which is also the Company's
functional currency.

Transactions in foreign currencies are initially
recorded at functional currency spot rates at the
date the transaction first qualifies for recognition.
However, for practical reasons, the Company uses
average rate if the average approximates the actual
rate at the date of the transaction.

Monetary assets and liabilities denominated
in foreign currencies are translated at the
functional currency spot rates of exchange at the
reporting date.

Exchange differences arising on settlement or
translation of monetary items are recognised in
profit or loss.

Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial
transactions. Non-monetary items measured at
fair value in a foreign currency are translated
using the exchange rates at the date when the
fair value is determined. The gain or loss arising
on translation of non-monetary items measured at
fair value is treated in line with the recognition of
the gain or loss on the change in fair value of the
item (i.e., translation differences on items whose
fair value gain or loss is recognised in OCI or profit
or loss are also recognised in OCI or profit or loss,
respectively).

Exchange differences arising on the retranslation or
settlement of other monetary items are included in
the statement of profit and loss for the period.

t. Research and development expenditure

Research costs are expensed as incurred.
Development expenditure incurred on an individual
project is recognized as an intangible asset when
the Company can demonstrate all the following:

i. The technical feasibility of completing the
intangible asset so that it will be available for
use or sale

ii. Its intention to complete the asset

iii. Its ability to use or sell the asset

iv. How the asset will generate future
economic benefits

v. The availability of adequate resources to
complete the development and to use or sell
the asset

vi. The ability to measure reliably the expenditure
attributable to the intangible asset
during development.

Following the initial recognition of the development
expenditure as an asset. The cost model is applied
requiring the asset to be carried at cost less
any accumulated amortization and accumulated
impairment losses. Amortization of the asset begins
when development is complete and the asset is
available for use. It is amortized on a straight line
basis over the period of expected future benefit
from the related project. Amortization is recognized
in the standalone statement of profit and loss.
During the period of development, the asset is
tested for impairment annually.

u. Corporate social responsibility ('CSR')
expenditure

The Company charges its CSR expenditure during
the year to the statement of profit and loss.

v. Earnings per share

Basic earnings per share is calculated by dividing
the net profit or loss attributable to equity holder of
the Company by the weighted average number of
equity shares outstanding during the period. Partly
paid equity shares are treated as a fraction of an
equity share to the extent that they are entitled to
participate in dividends relative to a fully paid equity
share during the reporting period.

For the purpose of calculating diluted earnings
per share, the net profit or loss for the period
attributable to equity shareholders of the parent
company and the weighted average number of
shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.

w. Events after the reporting period

If the Company receives information after the
reporting period, but prior to the date of approved
for issue, about conditions that existed at the end
of the reporting period, it will assess whether the
information affects the amounts that it recognises in
its separate standalone Ind AS financial statements.
The Company will adjust the amounts recognised
in its standalone Ind AS financial statements to

reflect any adjusting events after the reporting
period and update the disclosures that relate to
those conditions in light of the new information. For
non-adjusting events after the reporting period, the
Company will not change the amounts recognised
in its separate financial statements but will disclose
the nature of the non-adjusting event and an
estimate of its financial effect, or a statement that
such an estimate cannot be made, if applicable.

2.4 Standard notified but not yet effective

(i) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and Non¬
current Liabilities with Covenants

In accordance with Ind AS 1 currently applicable,
breach of an immaterial covenant is ignored
deciding in current vs. non-current classification
of liabilities. Also, in case of breach of a material
covenant of a non-current loan on or before the
reporting date, the entity can obtain waiver from
the lender after the reporting date and continue to
classify the loan as non-current liability.

In accordance with changes to Ind AS 1 already
notified by the MCA, the above relaxations to
classify loan as non-current liability will not be
available from FY 2026-27 onward and need to be
applied retrospectively. Consequently:

• A breach of either material or immaterial
covenant will trigger current classification
of liability.

• To continue classifying loan as non-current
liability, entities will need to obtain waiver from
the breach on or before the reporting date.

The Company is currently assessing the impact the
amendments will have on its financial statements.

2.5 Climate - related matters

The Company considers climate-related matters in
estimates and assumptions, where appropriate. This
assessment includes a wide range of possible impacts
on the Company due to both physical and transition
risks. Even though the Company believes its business
model and products will still be viable after the transition
to a low-carbon economy, climate-related matters
increase the uncertainty in estimates and assumptions
underpinning several items in the standalone Ind AS
financial statements. Even though climate-related
risks might not currently have a significant impact
on measurement, the Company is closely monitoring
relevant changes and developments, such as new
climate-related legislation.

(b) The Company had entered into a business transfer agreement with Centum Industries Private Limited, an
enterprises where key managerial personnel or their relatives exercise significant influence during the year ended
March 31, 2016 for the purchase of business on slump sale. As per the terms of agreement, the Company had
purchased the net assets pertaining to plastic and defence and space of Centum Industries Private Limited for an
aggregate consideration
' 57.00 million, which was arrived at based on the business valuation done by an independent
professional firm. The goodwill relates to the said business.

The aforementioned goodwill is tested for impairment annually. As at March 31, 2026, the goodwill is not impaired.

a. A charge has been created over the deposits towards various guarantees in favour of customer, statutory authorities
and letter of credit facility. Refer note 44 (c) for further details.

b. Deposits are made for varying periods depending on the cash-requirement of the Company and earn interest @
2.75% to 7.40% p.a. (March 31, 2025: 3.25% to 7.40% p.a.).

c. As at March 31, 2026, the unutilised funds from QIP amounting to ' 595.29 million (March 31, 2025: '450.00 million)
has been placed in fixed deposits with banks and ' 4.80 million (March 31, 2025: ' 447.13 million) in other balance
with bank.

(i) During the year ended March 31, 2025, the Fund Raising Committee of the Board of Directors at its meeting held
on March 10, 2025 and March 13, 2025 approved the issue and allotment of 1,810,345 equity shares having
face value of '10 each through Qualified Institutional Placement ("QIP") to the eligible Qualified Institutional
Buyers (QIB), at the issue price of
' 1,160 per equity share (including a premium of ' 1,150 per equity share),
aggregating to approximately
' 2,100.00 million which took into account a discount of ' 59.65 per equity share
(i.e. within 5% of the floor price), as permitted in terms of Regulation 176 (1) of Chapter VI of the SEBI ICDR
Regulations. Refer note 46.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares
is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the equity shareholders.

Nature and purpose of reserves

Securities premium

Securities premium reserve is used to record the premium on issue of shares and is utilised in accordance with the
provisions of the Companies Act, 2013.

General reserve

The Company created a general reserve in earlier years pursuant to the provisions of the Companies Act, 1956 where
in certain percentage of profits was required to be transferred to General reserve before declaring dividends. As per
Companies Act 2013, the requirements to transfer profits to general reserve is not mandatory. However, the amount
previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies
Act, 2013.

Retained earnings

Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on
defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

Effective portion of cash flow hedge

The Company uses hedging instruments as part of its management of foreign currency risk. For hedging foreign currency,
the Company uses foreign currency forward contracts. To the extent these hedges are effective, the change in fair value
of the hedging instrument is recognised in the effective portion of cash flow hedges.

Share based payments reserve

The share-based payment reserve is used to recognise the value of equity-settled share-based options provided to
employees, including key management personnel, as part of their remuneration. Refer to note 45 for further details of
these plans.

Capital reserve

The Company recognises the forfeiture or cancellation of vested options of the Company's equity-settled share-based
payments to capital reserve.

(i) Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognised
as a liability as at March 31.

(ii) The Board of Directors of the Company at its meeting held on May 14, 2026 had recommended a final dividend of
50% (i.e.
' 5 per equity share) for the year ended March 31, 2026 which is in compliance with Section 123 of the
Companies Act, 2013. to the extent it applies to declaration of dividend.i.e Section 123 of the Companies Act, 2013
to the extent it applies to declaration of dividend.

Indian Rupee term loan from bank

a) Indian rupee term loan from a bank of '46.24 million (March 31, 2025: 102.62 million) carries interest rate of 2.00%
above 6 month Marginal Cost of Funds based Lending Rate ("MCLR") of the bank i.e @ 10.60% to 10.90% p.a.
(March 31, 2025: 10.55% to 10.99% p.a) payable on a monthly basis. The loan is repayable in 57 monthly instalments.

Foreign currency term loan from bank

b) Foreign currency term loan from a bank of ' 35.12 million (March 31, 2025: ' 43.29 million) carries interest rate
@ 7.93% p.a (March 31, 2025: 7.93% p.a) payable on a monthly basis. The loan is repayable in 16 quarterly instalments.

c) Borrowings are secured by way of :

(i) Exclusive charge on plant & machinery and other assets financed by the bank.

(ii) Hypothecation of present and future fixed assets pari passu first charge with other banks.

(iii) Equitable mortgage of factory land and building at No. 44, KHB Industrial Area, Yelahanka, Bangalore - 560 064
belonging to the Company, on pari passu first charge with other banks; and

(iv) Equitable mortgage on leasehold rights of factory land and equitable mortgage of building at Plot No. 58-P,
Bengaluru Aerospace Park Industrial Area, Sy. No. 8 - Part of Unachur Village & Sy.No. 8 - Part of Dummanahalli
Village, Jala Hobli, Bengaluru North, Yelahanka Taluk, Bengaluru Urban District, belonging to the Company on
pari passu first charge with other banks.

d) Company's foreign currency term loan, packing credit loan, cash credit and overdraft and letter of credit at the end

of each annual reporting period, are subject to the following covenants: (as may be applicable)

(i) Debt Service Coverage Ratio (DSCR)

(ii) Sales and net profit falling below projections by stated percentage as per sanction letter

(iii) Total liabilities (TOL) including contingencies / Adjusted tangible net worth (ATNW)

(iv) Debt service reserve account (DSRA)

(v) Debt / Earning before interest, tax, depreciation and amortisation (EBITDA)

(vi) Net debt / Earning before interest, tax, depreciation and amortisation (EBITDA) arrived on the basis of Ind AS
consolidated financial statements.

The Company has complied with the financial covenants for the year ended March 31, 2026. There are
no indications that the Company would have difficulties complying with the covenants when they will be
tested for the next financial year ending at March 31, 2027 as may be applicable.

Government grants have been received towards the purchase and construction of certain items of property, plant and
equipment under Modified Special Incentive Package Scheme (M-SIPS) as notified by Ministry of Communications and
Information Technology, Department of Information Technology. As per the scheme, the Company is required to abide by
all terms and conditions of M-SIPS policy, guidelines and amendments issued from time to time. The Company vide its
letter of undertaking dated May 02, 2018 has agreed to comply with all terms and conditions of M-SIPS policy, guidelines
and amendments issued from time to time.

(a) Cash credit and overdraft from banks and packing credit from banks and letter of credit are payable on
demand and are secured by way of :

(i) Hypothecation of entire current assets viz. stock of raw materials/stores and spares/work-in-progress/finished
goods, receivables / book debts and other current assets / moveable fixed assets on pari passu first charge with
other banks;

(ii) Hypothecation of present and future fixed assets pari passu first charge with other banks, other than exclusively
charged for the term loan availed;

(iii) Equitable mortgage of factory land and building at No. 44, KHB Industrial Area, Yelahanka, Bangalore - 560 064
belonging to the Company, on pari passu first charge with other banks; and

(iv) Equitable mortgage on leasehold rights of factory land and equitable mortgage of building at Plot No. 58-P,
Bengaluru Aerospace Park Industrial Area, Sy. No. 8 - Part of Unachur Village & Sy.No. 8 - Part of Dummanahalli
Village, Jala Hobli, Bengaluru North, Yelahanka Taluk, Bengaluru Urban District, belonging to the Company on
pari passu first charge with other banks.

The rate of interest of Cash credit and overdraft from banks ranges from 9.70% to 11.70% p.a. (March 31, 2025:
10.55% to 11.70% p.a.).

The rate of interest of Packing credit loan from banks ranges from 5.32% to 9.50% p.a. (March 31, 2025: 5.99% to 9.50% p.a.).
The rate of interest of letter of credit is 2.99% to 8.00% p.a. (March 31, 2025: Nil).

The Interest is payable on monthly basis.

(b) The Company has established a vendor finance arrangement. Participation in the arrangement is at the suppliers'
own discretion. Suppliers that participate in the supplier finance arrangement will receive payment on due date on
invoices sent by the Company to the Company's external finance provider. In order for the finance provider to pay

the invoices, the goods must have been received or supplied and the invoices approved by the Company. As per the
arrangement the bank agrees to pay amounts which Company owes to it's suppliers and the Company agrees to
pay the bank at a date later than suppliers are paid. Consequently, the vendor financing liabilities which are funded
through bank are classified as borrowings on the balance sheet. The Company accounts for all payments made under
the program in cash flow statement as part of financing activities. The Company has paid interest @ 8.89% p.a. to
9.40% p.a. (March 31, 2025: 8.94% p.a. to 9.81% p.a.) on such facility.

(c) Includes bank overdraft amounting to ' 12.55 million (March 31, 2025: ' 23.08 million)

(d) The quarterly returns or statements filed by the Company with banks or financial institutions towards sanction of
working capital limits are in agreement with the books of account of the Company.

(e) The Company has not been declared as a wilful defaulter by any banks or financial institutions.

(f) The Company has not defaulted in repayment of borrowings or in the payment of interest thereon to banks or
financial institutions.

The Government of India has consolidated 29 existing labour legislations into a unified framework comprising four labour
codes as follows: Code on Wages, 2019, Code on Social Security, 2020, Industrial Relations Code, 2020 and Occupational
Safety, Health and Working Conditions Code 2020 (collectively referred to as the "New Labour Codes"). The New Labour
Codes are effective from November 21, 2025 and introduce changes that include, among other things, setting a uniform
definition of wages. The Government is in the process of issuing related rules.

The Company has assessed the implications of the New Labour Codes and has recognized an incremental cost of
' 31.81 million towards employee benefits during the year ended March 31, 2026. The Company continues to monitor
the developments pertaining to the New Labour Codes and the impact of these will be accounted in accordance with
applicable accounting standards.

(i) The Company has trade receivables amounting to ' 469.14 million (gross) outstanding as at March 31, 2026 from
Centum E&S (Centum Equipment's ET Systems), Canada, and Centum T&S (Centum Technologies ET Solutions),
Canada, step-down subsidiaries of the Company ('Canada subsidiaries'). Further the Company has inventory which
had been procured to fulfill the sales order obligations in relation to Canada subsidiaries.

The Board of Directors of the Company in their meeting held on December 19, 2025, has decided to discontinue
business operations of the Canada subsidiaries. The Company is in the process of making necessary regulatory filings
and intimations with the relevant regulatory authorities.

Pending regulatory filings for the liquidation of Canada subsidiaries and its outcome, as a matter of prudence, the
management of the Company has provided for carrying value of trade receivables amounting to ' 396.00 million,
inventory amounting to ' 100.78 million and written back liabilities amounting to ' 1.54 million and the same has
been disclosed as an exceptional item in the standalone Ind AS statement of profit and loss for the year ended
March 31, 2026.

(ii) The Company has investments in Centum Electronics UK Limited, which in turn has made investment in Centum T&S
Group Societe Anonyme (S.A.). Centum T&S Group Societe Anonyme (S.A.) and its underlying overseas subsidiaries
have incurred losses leading to erosion of net worth. The Company has not given any guarantees over and above
the investment in this subsidiary.

The Company has filed for Redressement Judiciaire procedure for Centum T&S Group Societe Anonyme (S.A.) and
certain underlying overseas subsidiaries, under local laws as applicable.

Pending outcome of above Redressement Judiciaire procedure, the management has provided for the carrying value
of its investment in Centum T&S Group Societe Anonyme (S.A.) amounting to ' 1,537.83 million and the same has
been disclosed as an exceptional item in the standalone Ind AS statement of profit and loss for the year ended
March 31, 2026. The management of the Company believes that there are no other obligations in this regard.

39 EARNINGS PER SHARE ('EPS')

Basic EPS amounts are calculated by dividing the profit / loss for the year attributable to equity shareholders of the
Company by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are
treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully
paid equity share during the reporting period.

Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be
issued on conversion of all the dilutive potential equity shares into equity shares.

40 significant accounting judgements, estimates and assumptions

The preparation of the Company's financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities. The estimates and assumptions are based on historical experience
and other factors including expectations of future events that are considered to be relevant. The estimates and underlying
assumptions are continually evaluated and any revisions thereto are recognised in the period of revision and future periods
if the revision affects both the current and future periods. Uncertainties about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Key Sources of estimation uncertainty :

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are described below. Existing circumstances and assumptions about future developments may change due
to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in
the assumptions when they occur.

Impairment of non current asset including goodwill and investments

Determining whether investment and goodwill are impaired requires an estimation of the value in use of the respective
asset or the relevant cash generating units. The value in use calculation is based on DCF model. Further, the cash flow
projections are based on estimates and assumptions which are considered as reasonable by the management.

Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available
against which the same can be utilised. Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future
tax planning strategies. Refer note 7 and 38 for further disclosures.

Provision for expected credit losses of trade receivables

The Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past
due for customers. The provision matrix is initially based on the Company's historical observed default rates.

The assessment of the historical observed default rates and ECLs is a significant estimate. The amount of ECLs is sensitive
to changes in circumstances. The Company's historical credit loss experience may also not be representative of customer's
actual default in the future.

Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including
legal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events
occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the
exercise of significant judgement and the use of estimates regarding the outcome of future events.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the
future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds where remaining maturity of such bond
correspond to expected term of defined benefit obligation.

The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at
interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future
inflation rates for India.

Provision for inventory obsolescence

Inventory obsolescence provision are determined using policies framed by the Company and in accordance with the
methodologies that the Company deems appropriate to the business. There is a significant level of judgment involved in
assessing whether provision for obsolescence for slow moving, excess or obsolete inventory items should be recognized
considering orders in hand, expected orders, alternative usage, etc.

Leases - Determining the lease term of contracts with renewal and termination options - Company
as lessee and estimating the incremental borrowing rate

The Company determines the lease term as the non-cancellable term of the lease.

The Company has lease contracts that include extension and termination options. The Company applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is,
it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After
the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances
that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g.,
construction of significant leasehold improvements or significant customisation to the leased asset).

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing
rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over
a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use
asset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay', which requires
estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions
of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and
is required to make certain entity-specific estimates.

Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed price contracts for test bench projects
as the management believes that entity's performance does not create an asset with an alternative use to the entity
and the entity has an enforceable right to payment for performance completed to date based on terms of the contract.
Use of the percentage-of-completion method requires the Company to estimate the efforts expended to date as a
proportion of the total efforts to be expended. Efforts expended have been used to measure progress towards completion
as there is a direct relationship between input and productivity.

Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become
probable based on the expected contract estimates at the reporting date.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions. Outstanding balances at the year-end are unsecured and normally interest free. There have been
no guarantees provided to or received from any related party for payables or receivables. For the year ended
March 31, 2026 and March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts
owed by related parties except as disclosed in note 37. This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which the related party operates.

42 GRATUITY AND OTHER POST-EMPLOYMENT BENEFITS PLANS
a) Defined contribution plan

The Company's contribution to provident fund, Employees' State Insurance and other funds are considered as defined
contribution plans. The contributions are charged to the standalone Ind AS statement of profit and loss as they accrue.
Contributions to provident and other funds included in employee benefits expense (refer note 33) are as under:

b) Defined benefit plans

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act,
1972 and the Code on Social Security, 2020. Under the act, every employee who has completed five years or more
of service gets gratuity on departure at 15 days wages (last drawn wages) for each completed year of service. The
level of benefits provided depends on the member's length of service and salary at retirement age. The Gratuity plan
is funded partially through contributions made to SBI Life Insurance Company Limited.

The following tables summarise the components of net benefit expense recognised in the standalone Ind AS statement
of profit or loss and amounts recognised in the standalone balance sheet for gratuity benefit:

of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities
and the financial results are expected to be:

a. Discount rate risk : The defined benefit obligation calculated uses a discount rate based on government
bonds. If bond yields fall, the defined benefit obligation will tend to increase.

b. Salary inflation risk : Higher than expected increases in salary will increase the defined benefit obligation.

c. Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that
include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined
benefit obligation is not straight forward and depends upon the combination of salary increase, discount
rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis
the retirement benefit of a short career employee typically costs less per year as compared to a long
service employee.

43 SEGMENT INFORMATION - DISCLOSURE PURSUANT TO IND AS 108 'OPERATING SEGMENTS'

(a) Information about reportable segments

Basis of identifying operating segments / reportable segments:

(i) Basis of identifying operating segments:

Operating segments are identified as those components of the Company (a) that engage in business activities
to earn revenues and incur expenses (including transactions with any of the Company's other components);

(b) whose operating results are regularly reviewed by the Company's Chief Operating Decision Maker (CODM)
to make decisions about resource allocation and performance assessment and (c) for which discrete financial
information is available. The accounting policies consistently used in the preparation of financial statements are

also applied to record revenue and expenditure in individual segments. Assets, liabilities, revenues and direct
expenses in relation to segments are categorised based on items that are individually identifiable to that segment,
while other items, wherever allocable, are apportioned to the segment on an appropriate basis. Certain items
are not specifically allocable to individual segments as the underlying services are used interchangeably. The
Company therefore believes that it is not practical to provide segment disclosures relating to such items and
accordingly such items are separately disclosed as 'unallocated'

(ii) Reportable segments:

An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue)
or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.

CODM evaluates the performance of the Company based on the single operative segment as Electronics System
Design and Manufacturing ("ESDM"). Therefore, there is only one reportable segment called ESDM in accordance
with the requirement of Ind AS 108 "Operating Segments".

(c) Combined revenue from two external customer group (March 31, 2025: one external customer group) having more
having more than 10% each of the Company's total revenue amounting to
' 4,243.78 million (March 31, 2025:
' 3,066.19 million). Further, the top 5 customer group of the Company contribute to more than 65% of the revenue
for the year ended March 31, 2026 and more than 59% of the revenue during the year ended March 31, 2025.

44 leases, commitments and contingencies

(a) Leases

Company as a lessee

The Company has lease contracts for office facilities and equipment. The lease term of the office facilities is generally
2 - 4 years.The Company's obligations under its leases are secured by the lessor's title to the leased assets. The lease
term for equipments is 8 years and the assets are transferred to the Company at the end of lease term.

The Company also has certain leases of computer and computer equipments with low value. The Company applies
the 'lease of low-value assets' recognition exemptions for these leases.

The Company has lease contracts that include extension and termination options. The Company applies judgement
in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease.
That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or
termination. After the commencement date, the Company reassesses the lease term if there is a significant event
or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to
renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the
leased asset).

(ii) Power purchase agreement

The Company has commitment in nature of variable lease payment towards purchase of solar and wind power
with various parties whereby the Company has committed to purchase and supplier has committed to sell
contracted quantity of solar and wind power for period as defined in the power purchase agreements.

(c) Contingent liabilities

The following is a description of claims and assertions where a potential loss is possible, but not probable. The
Company believes that none of the contingencies described below would have a material adverse effect on the
Company's financial condition, results of operations or cash flows.

45 SHARE-BASED PAYMENTS

A Description of the share based payment arrangements
(i) Share option plans (equity settled)

The Centum Employee Stock Option Plan ('ESOP') - 2013 plan.

(a) The Centum ESOP - 2013 plan was approved by the directors of the Company in May 2013 and by the shareholders
in August 2013. Centum ESOP - 2013 plan provides for the issue of 250,000 shares to the employees of the
Company and its subsidiaries (whether in India or outside India), who are in whole time employment with the
Company and/or it's subsidiaries.

The plan is administered by the Nomination and Remuneration committee. Options will be issued to employees
of the Company and/or it's subsidiaries at an exercise price, which shall not be less than the market price
immediately preceding the date of grant. The equity shares covered under these options vest over a period
ranging from twelve to forty eight months from the date of grant. The exercise period is ten years from the date
of vesting.

The Centum Electronics Limited Restricted Stock Unit Plan 2021.

(a) The Centum Electronics Limited Restricted Stock Unit Plan 2021 was approved by the shareholders of the
Company in October 2021. Centum RSU - 2021 plan provides for the issue of 1,75,000 shares to the employees
of the Company and its subsidiaries (whether in India or outside India), who are in whole time employment
with the Company and/or it's subsidiaries.

The plan is administered by the Nomination and Remuneration committee. Options will be issued to employees
of the Company and/or it's subsidiaries at an exercise price, which shall be equal to the face value of the shares.
RSUs granted under this Plan would vest not earlier than minimum vesting period of 1 (one) year or such other
period as may be prescribed under applicable laws and not later than maximum vesting period of 8 (eight) years
from the date of grant of such RSUs. The exercise period is 5 years from the date of last vesting of RSU.

46. ISSUE OF EQUITY SHARES THROUGH QIP

During the year ended March 31, 2025, the Fund Raising Committee of the Board of Directors of the Company at its meeting
held on March 10, 2025 and March 13, 2025 approved the issue and allotment of 1,810,345 equity shares having face
value of
' 10 each through Qualified Institutional Placement ("QIP") under the provisions of Chapter VI of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, as amended ("SEBI ICDR
Regulation") and Section 42 and 62 of the Companies Act, 2013, including the rules made thereunder (as amended) to
the eligible Qualified Institutional Buyers (QIB), at the issue price of
' 1,160 per equity share (including a premium of
'1,150 per equity share), aggregating to approximately
' 2,100.00 million which took into account a discount of ' 59.65
per equity share (i.e. within 5% of the floor price), as permitted in terms of Regulation 176 (1) of Chapter VI of the SEBI
ICDR Regulations.

Unutilised QIP Proceeds as at March 31, 2026 (refer note 12):

a) Fixed deposits with the bank amounting to ' 595.29 million (March 31, 2025: '450.00 million).

b) Balance in QIP monitoring account and current account aggregating to ' 4.80 million (March 31, 2025:
' 447.13 million).

1. During the year ended March 31, 2026, net proceeds were revised from ' 1,999.47 million to ' 2,006.79 million on
account of actual issue expenses being lower than estimated as disclosed in the offer document, by ' 7.32 million.

47 CAPITAL MANAGEMENT

The Company's capital management is intended to create value for the shareholders by facilitating the meeting of long
term and short term goals of the Company.

The Company determines the amount of capital required on the basis of annual business plan coupled with long term and
short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from
operations and long term and short term bank borrowings.

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity shareholders of the Company.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a
gearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep the gearing ratio
at an optimum level to ensure that the debt related covenants are complied with.

Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.

(b) Fair value hierarchy

Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured
by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists
of investment in quoted equity shares and mutual fund investments.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and
liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial
assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair
values are determined in whole or in part, using a valuation model based on assumptions that are neither supported
by prices from observable current market transactions in the same instrument nor are they based on available
market data.

(c) Financial risk management objectives and policies

The Company's risk management activities are subject to the management direction and control under the framework
of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures
appropriate risk governance framework for the Company through appropriate policies and procedures and the risks
are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative
activities for risk management purposes are carried out by specialist teams that have appropriate skills, experience
and supervision. It is the company policy that no trading in derivatives for speculative purposes may be undertaken.

The Company's financial liabilities (other than derivatives) comprises mainly of borrowings including interest accrual,
leases, trade, capital and other payables. The Company's financial assets (other than derivatives) comprise mainly
of cash and cash equivalents, other balances with banks, trade and other receivables. In the ordinary course of
business, the Company is exposed to Market risk, Credit risk and Liquidity risk.

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and
equity price risk.

(i) Market risk- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company's exposure to the risk of changes in market
interest rates relates primarily to the Company's debt obligations with floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that
portion of loans and borrowings affected. With all other variables held constant, the Company's profit before
tax is affected through the impact on floating rate borrowings, as follows:

(ii) Market risk- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange
rates, with all other variables held constant.

(iii) Equity price risk

The Company does not have equity price risk except to the extent of impairment of investments.

(b) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof
principally consist of trade receivables, investments, cash and cash equivalents and other bank balances.

The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk
is carrying value of trade receivables, balances with bank, bank deposits, investments (other than investments
in subsidiaries) and other financial assets.

Customer credit risk is managed by each business unit based on the Company's established policy, procedures
and control relating to customer credit risk management. An impairment analysis is performed at each reporting
date on an individual basis for major aged receivables. The Company does not hold collateral as security. Further,
the top 5 customer group of the Company contribute to more than 62% of the trade receivables for the year
ended March 31, 2026 and more than 63% of the trade receivables during the year ended March 31, 2025.

With respect to trade receivables (other than dues from subsidiary companies), the Company has constituted
the terms to review the receivables on periodic basis and to take necessary mitigations, wherever required.
The Company creates allowance for all unsecured receivables based on lifetime expected credit loss based on
a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for
forward looking information. The expected credit loss allowance is based on the ageing of the receivables that
are due and rates used in the provision matrix.

Credit risk from balances with bank and financial institutions and in respect to loans and security deposits is
managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus
funds are made only with approved counterparties and within credit limits assigned to each counterparty. The
limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's
potential failure to make payments.

(c) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity
risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company has obtained fund and non-fund based working capital limits from various banks. The Company
invests its surplus funds in bank fixed deposit, which carry no or low market risk.

The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintain
a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, etc. The
Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be medium.

Maturity profile of financial liabilities :

The table below has been drawn up based on the undiscounted contractual maturities of the financial liabilities
excluding interest that will be paid on those liabilities upto the maturity of the instruments.

Note:

The above disclosure made do not include step down subsidiaries and are with respect to subsidiary existing as at
March 31, 2026.

51 The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations under
the IT Act (regulations') to determine whether the transactions entered during the year ended March 31, 2026, with the
associated enterprises were undertaken at "arm's length price". The management confirms that all the transactions with
associate enterprises are undertaken at negotiated prices on usual commercial terms and is confident that the aforesaid
regulations will not have any impact on the financial statements, particularly on the amount of tax expense and that of
provision for taxation.

54 As at March 31, 2026, trade payables amounting to ' 281.15 million (March 31, 2025: ' 82.57 million), advance from
customers amounting to ' 321.30 million (March 31, 2025: ' 651.06 million) and trade receivables amounting to ' 52.74
million (March 31, 2025: '671.44 million) towards purchase and sale of goods and services respectively, which are
outstanding beyond permissible time period stipulated under the Master Circular on Import of Goods and Services
and Master Circular on Export of Goods and Services issued by Reserve Bank of India Cthe RBI'). Considering that the
balances are outstanding for more than the stipulated time, the Company is in the process of intimating the appropriate
regulatory authorities and seeking requisite approvals for extensions.

During the year ended March 31, 2026, the Company has written off trade receivables amounting to ' 396.00 million
(March 31, 2025: Nil) in respect of export of goods and services to its Canadian subsidiaries and the same has been
disclosed as exceptional item in the standalone Ind AS statement of profit and loss (refer note 37 and 41). Further, the
Company has written back advances received from a customer, outstanding for more than three years, amounting to
' 33.05 million (March 31, 2025: Nil) and disclosed the same under other income in the standalone Ind AS statement
of profit and loss (refer note 29). The management is in the process of regularising the same with the appropriate
regulatory authorities for approval to write off/write back. The management is confident that required approvals
would be received and penalties, if any that may be imposed on the Company would not be material. Accordingly, no
adjustments have been made by the management to these standalone Ind AS financial statements in this regard.

55 MCA has amended the Rule 3 of the Companies (Accounts) Rules, 2014 (the "Accounts Rules") vide notification dated
August 05, 2022, relating to the mode of keeping books of account and other books and papers in electronic mode.
Back-ups of the books of account and other books and papers of the company maintained in electronic mode are now
required to be retained on a server located in India on daily basis (instead of back-ups on a periodic basis as provided
earlier) as prescribed under Rule 3(5) of the Accounts Rules. With respect to the above, the Company has complied with
the requirement for all the IT applications.

56 The Company has used certain accounting softwares for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in
the software, except that, audit trail feature is not enabled for certain changes made, if any, to data using privileged/
administrative access rights in so far it relates to the aforesaid applications. Further, no instances of audit trail feature
being tampered with respect to the above accounting software has been noted where audit trail has been enabled.
Further, the Company has also used certain accounting softwares which are operated by third-party software service
providers, for maintaining its books of account which has complied with all the requirements for audit trail based on SOC
2- Type 2 report issued by an external expert.

Additionally, the audit trail of prior year(s) has been preserved by the Company as per the statutory requirements for
record retention to the extent it was enabled and recorded in the respective years.

57 AMALGAMATION OF CENTUM T&S PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY
("WOS") WITH THE COMPANY:

The Bengaluru Bench of the National Company Law Tribunal ("NCLT") vide its order dated October 29, 2025, has approved
the Scheme of Amalgamation (the "Scheme") of wholly owned subsidiary of the Company, Centum T&S Private Limited
with the Company with an appointed date of April 01, 2024, under section 230 to 232 and other applicable provisions of
the Companies Act, 2013 read with the rules framed thereunder. The said Scheme has become effective from October
29, 2025 on compliance of all the conditions precedent mentioned therein. Consequently, above mentioned wholly owned
subsidiary of the Company got amalgamated with the Company w.e.f. April 01, 2024. Since the amalgamated entity is
under common control, the accounting of the said amalgamation has been done applying Pooling of interest method as
prescribed in Appendix C of Ind AS 103 'Business Combinations' w.e.f the first day of the earliest period presented i.e.
April 01, 2024. While applying Pooling of Interest method, the Company has recorded all assets, liabilities and reserves
attributable to the wholly owned subsidiary company at their carrying value as appearing in the consolidated Ind AS
financial statements of the Company immediately prior to the amalgamation as per guidance given in ITFG Bulletin 9.

Further, pursuant to the Scheme of Amalgamation, the authorised share capital of the Company has been increased to
' 156.00 million (March 31, 2025 - '155.00 million).

The previous year figures of Standalone Ind AS Balance Sheet, Standalone Ind AS Statement of Profit and Loss (including
Other Comprehensive Income) and Standalone Ind AS Statement of Cash Flows have been restated considering that the
amalgamation has taken place from the first day of the earliest period presented i.e., 1st April, 2024 as required under
Appendix C of Ind AS 103. Below is the summary of restatement of previous year figures:

58 OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules
made thereunder.

(ii) The Company does not have any transactions with struck off company under section 248 of Companies Act, 2013.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961.

59 EVENTS AFTER REPORTING PERIOD

The Board of Directors have proposed dividend after the balance sheet date which are subject to approval by the
shareholders at the annual general meeting. (Refer note 17).

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