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:

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

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

3. SUBSIDIARIES:

a. Centum Electronics UK Limited

During the year, Centum Electronics UK Limited, a
wholly owned subsidiary company, has registered
total income of ^ 14 million and earned a net profit
of ^ 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 ^ 4,041 million and
incurred a net loss of ^ 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 ^ 289 million and
written back liabilities amounting to ^ 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
^ 376.23 million, intangible assets (including those under
development) amounting to Rs. 178.33 million, and
inventory amounting to ^ 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
Board's Report.

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

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

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

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 Hon'ble 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 Auditor's Report thereon is
provided in the Annual Report.

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

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

5. DIVIDEND:

Your directors are pleased to recommend a Final Dividend
of ^ 5 per equity share (50%) having face value of
^ 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
Company's website at www.centumelectronics.com

The total Proposed dividend payout for financial year
2025-26 will be ^ 73.80 million for 1,47,59,016 number
of fully paid-up equity shares of ^ 10 each.

6. material changes and commitments,
if any, affecting the financial
position of the company, having
occurred since the end of the year
and till the date of the report:

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

7. change IN nature of business, if any:

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

8. RESERVES & SURPLUS:

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

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 ^ 15,60,00,000/-

divided into 1,56,00,000 equity shares of ^ 10/- each and
paid-up equity share capital stood at ^ 14,74,09,830/-
divided into 1,47,40,983 equity shares of ^ 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 ^ 14,74,09,830/- (divided into 1,47,40,983
equity shares) to ^ 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
^ 10 each to Qualified Institutional Buyers (QIBs) at
an issue price of ^ 1,160 per equity share (including a
premium of ^ 1,150 per equity share), aggregating to
^ 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:

*During the quarter ended June 30, 2025, 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. Consequently, GCP amount was revised
from ? 499.87 million to ? 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
Board's Report.

12. DEPOSITORY SYSTEM:

Your Company's equity shares are tradable only in
electronic form. As on March 31, 2026, 99.59 % of the
Company's 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 Company's growth through his expertise in Finance,
Accounting, Strategy and Information Technology.

The Board places on record its sincere appreciation
for Mr. Desikan's 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 Company's
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 self¬
assessment test.

c. Remuneration Policy:

The Board has, upon recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
Senior Management and their remuneration as
required under Section 178(3) of the Companies
Act, 2013. The Policy is available on the Company's
websitehttps://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 organization's
objectives, assessing them in terms of likelihood and
magnitude of impact and determining a response
strategy. The details on composition and meetings
of the Committee forms part of the Corporate
Governance Report annexed to this report.

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

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

The Company has framed a policy on dealing with the
related party transactions and the same is available on
the Company's websitehttps://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 ^ 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.

20. 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 Company's
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 Company's websitehttps://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 Company's 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:

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 athttps://
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 ELCINA's 50^th
Year Celebrations, recognizing the Company's
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 Company's achievements in
energy efficiency and sustainability.

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

These recognitions reflect the Company's 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 Company's 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