Centum Electronics Ltd — Audit Report / Information 2024

May 21, 2024

Ref: CEL/NSEBSE/ASCR/21052024 21st May, 2024

To,

Listing Department,	Department of Corporate Services – Listing,
National Stock Exchange of India Limited,	BSE Limited,
Exchange Plaza,	P. J. Towers,
Bandra Kurla Complex,	Dalal Street,
Bandra (East), Mumbai – 400 051	Mumbai – 400 001

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

Sub: Annual Secretarial Compliance Report - Regulation 24A of SEBI (LODR) Regulations, 2015 – 31st March, 2024

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Annual Secretarial Compliance Report issued by Mr. K Rajshekar, Practising Company Secretary (CP No.2468) for the Financial Year ended 31st March, 2024, based on the audit carried out by him.

Kindly take the same on your records.

Yours faithfully, For Centum Electronics Limited

INDU H S Digitally signed by INDU H S Date: 2024.05.21 12:03:54 +05'30'

Indu H S Company Secretary and Compliance Officer

Encl: as above

Centum Electronics Limited

K RAJSHEKAR AARTHI G KRISHNA COMPANY SECRETARIES

219, 15TH MAIN, 6TH CROSS, SADASHIVANAGAR, BENGALURU - 560 080

Phone: 23603320 4128 1966 Email: rajaarthi.cs@qmail.com

Secretarial Compliance Report of Centum Electronics Limited for the year ended March 31, 2024

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Centum Electronics Limited (hereinafter referred as 'the listed entity'), having its Registered Office at No. 44, KHB Industrial Area, Yelahanka New Township, Bengaluru - 5600 064. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I, Rajshekar have examined:

• a) all the documents and records made available to me and explanation provided by Centum Electronics Limited ("the listed entity"),
• b) the filings/submissions made by the listed entity to the stock exchanges,
• c) website of the listed entity,
• d) other document/filing, as may be relevant, which has been relied upon to make certification, for the Year ended March 31, 2024 ("Review Period") in respect of compliance with provisions of:
• a) The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• b) The Securities Contract (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India $("SEBI$ ");

The Specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include :-

• a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
• b) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:
• c) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
• d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunder;

I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr. No.	Particulars	Compliance status (Yes/No/NA)	Observations/ Remarks by PCS*
1.	Secretarial Standard The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI) as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.	Yes	NIL
2 1	Adoption and timely updation of the Policies: All applicable policies under SEBI Regulations are adopted with $\bullet$ the approval of board of directors of the listed entities All the policies are in conformity with SEBI Regulations and has ٠ been reviewed & timely updated as per the regulations/ circulars/ guidelines issued by SEBI.	Yes	NIL
3.	Maintenance and disclosures on Website: The Listed entity is maintaining a functional website Timely dissemination of the documents/ information under a ٠ separate section on the website Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which redirects to the relevant document(s)/ section of the website.	Yes	NIL
$\overline{4}$	Disqualification of Director: None of the Director(s) of the Company are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes	NIL
5	Details related to Subsidiaries of listed entities: (a) Identification of material subsidiary companies (b) Requirements with respect to disclosure of material as well as other subsidiaries	Yes	NIL
6 1	Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes	NIL

Sr. No.	Particulars	Compliance status (Yes/No/NA)	Observations/ Remarks by PCS*
7 1	Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees during the financial year as prescribed in SEBI Regulations.	Yes	NIL
8.	Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions; or (b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit Committee, in case no prior approval has been obtained.	Yes	NIL
9.	Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 alongwith Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes	NIL
10 1	Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015	Yes	NIL
11.	Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder except as provided under separate paragraph herein $(\hbox{}^{\star\star})$	No	NIL
12.	Additional Non-compliances, if any: No additional non-compliance observed for all SEBI regulation/ circular/ guidance note etc.	No	NIL

There were no instances for the listed entity to comply with the Pars 6(A) and 6(B) of SEBI Circular CIR/CFD/CMD1/ 114/2019 dated October 18, 2019.

(a) (**) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

Sr. No.	Compliance Requirement (Regulations/ circulars / guidelines including specific clause	Regul ation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
1	Code of Conduct SEBI(PIT) Regulations, 2015	9(1)	Contra Trade	Compliance Officer	Show Cause notice issued	Execution of Profit madel Contra Trades by Designated Person in violation of clause VI (a) of code of conduct	to be transferred to IEPF	Designated Person has admitted the violation and remitted the Gain amount	Gain amount was remitted to IEPF by the Designated Person and the details of violation was intimated to Stock Exchanges

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

	Sr. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation Amount	Fine	Observations/ Rem arks of the Practicing Company Secretary	Management Response	Remarks
Not Applicable

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

Place: Bengaluru Date: May 11, 2024	Signature Name of PCS FCS No UDIN PR No	$\textsf{Rajshekar}^{\textsf{Digitally signed by Rajshekar}}$ : RAJSHEKAR : 4078 F004078F000352021 : : 1094/2021
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