Centum Electronics Ltd — Interim / Quarterly Report 2022

Aug 12, 2022

Ref: CEL/NSEBSE/BM/12082022 12th August, 2022

To,

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

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

Sub: Outcome of the Board Meeting

This is in continuation to our communication letter dated 30th July, 2022 and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Meeting of the Board of Directors of the Company was held as scheduled today, i.e. 12th August, 2022 and the Board interalia took the following decisions:

1. Considered and approved the unaudited financial results (standalone and consolidated) for the first quarter ended 30th June 2022 along with the Limited Review Report of the Statutory Auditors of the Company.

The financial results are enclosed pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Proposes to increase the stake in Centum Adetel Group SA.:

The Board of Directors at their Meeting held today, have approved the proposal for further investment in Centum Adetel Group (CAG) SA. With the proposed investment, Centum Electronics Limited (the Company) stake in CAG will increase from the current level of 77.16% to 77.77%. Further, the above investment will be done through Centum Electronics UK Limited, a wholly owned subsidiary of the Company, subject to necessary approvals.

This is pursuant to the Shareholders' Agreement executed with the Management and Employee Shareholders' of Centum Adetel Group, whereby the Management and Employee Shareholders were granted the right to require the Company to purchase all or part of the shares owned by them at the relevant Put Option price specified pursuant to this Agreement.

The Meeting started at 6.00 p.m. and concluded at 10:00 pm.

The above information is also hosted on the website of the Company at www .centu melectron ics.com

Kindly take the same on your records.

Yours faithfully, For Centum Electronics Limited

lndu HS Company Secretary & Compliance Officer

Encl: as above

Centum Electronics Limited # 44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 106, Karnataka, I ndia Tel +91-(0)80-4143-6000 Fax +91-(0)80-4143-6005 www.centumelectronics.com CIN - L85110KA1993PLC013869

Centum Electronics Umlted Corporate Identity Number (CIN ): L85110KA1993PLC013869 Regd. Office: No. 44, KHB Industrial Area, Yelahanka New Town, Bengaluru - 560106 Phone: +91-80-41436000 Fax: +91-80-41436005 Jrc:.--- ---- Website: Email: lnve <tnr·""···•u< th=""></tnr·""···•u<>
	Statement of unaudited standalone Ind AS flnanclal results for the quarter ended June 30, 2022
					(Rs. In MIiiion)
			Quarter ended
No.	SI. Particulars	June 30, 2022	March 31, 2022	June 30, 2021	March 31, 2022
		(Unaudited)	Refer note 6	Tunaudltedl	(Audited)
	1 Income
	(a) Revenue from operations
	(I) Sales/Income from operations	977.22	1,201.36	599.75 2.34	3,466.88 13.23
	(ii) Other operating Income	2.77	6.75
	(b) Other income
	(1) Others	9.85	13.05	7.32	30.30
	(c) Finance Income	4.27	5.22	4.59	27.76
	Total Income	994.11	1226.38	614.00	3,538.17
	2 Expenses		553.22	406.06	2,063.34
	(a) Cost of materials consumed	660.95 (48.45)	112.27	(19.30)	(30.59)
	(b) Changes in Inventories of finished goods and work-In-progress				677.49
	(c) Employee benefit expenses	178.09	184.90	158.45 43.86	146.09
	(d) Finance costs	33.00	40.15		164.88
	(e) Depreciation and amortisation expenses	40.32	39.93	41.41 6.97	6.24
	(f) Loss on account of foreign exchange fluctuations (net)	29.32	2.29 104.25	67.75	338.60
	(g) Other expenses	99.88 993.11	1 037.01	705.20	3 366.05
	Total expenses	1.00	189.37	(91.20	172.12
	3 Profit/ (loss) before exceptional Items and tax (1-2)			118.36	(18.36)
	4 Exceptional Items (refer note 4b) 5 Profit/ (loss) before tax (3t 4)	1.00	189.37	(109.56	153.76
	6 Tax expenses
	(a) Current tax	4.56	48.05		45.62
	(bl Deferred tax (credit) /charge	(3.44	(2.63	/27.31'	(9.521
	7 (Loss)/ profit for the period (St 6)	(0.12	143.95	182.25	117.66
	8 Other comprehensive lncome/(expenses) (net of tax)
	(a) Items that wlll not be reclassified to profit or loss
	(I) Remeasurements of the net defined benefit liability	0.36	8.03	0.36	9.11
	(II) Income tax on above	(0.09)	(2.33)	(0.10)	(2.63)
	(b) Items that will be reclassified to profit or loss
	(I) Net movement on effective portion of cash flow hedge	(0.86)	0.25
	(ii) Income tax on above	0.22	f0.071
	9 Total comprehensive Income for the period (comprising (loss)/ profit	(0.49)	149.83	(81.99)	124.14
	and other comprehensive lncome/(expenses) (net of tax) for the
	period (7±8))
	10 Paid up equity share capital	128.85	128.85	128.85	128.85
	(Face value- Rs.10 per share)
	11 Earnings per equity share (of Rs. 10 each):
	(a) Basic (Rs.)	(0.01)	11.17	(6.38)	9.13
	lfbl Diluted (Rs.I	(0.011	11.16	(6.381	9.12

Notes to the unaudited st1nmlone Ind AS ftnanclal results for the quarter ended June 30, 2022

• 1 Investors can view the unaudited standalone Ind AS financial results of Centum Electronics Limited ("the Company") on the Company's website www centymelcctron!cs com or on the websites of BSE {www.bselndla.coml or NSE (www.nse-lndla.com1.
• 2 The Company Is an lnte11rated business unit which addresses the Electronics System Desl11n and Manufacturln11 ("ESDM") and accordln1iy there Is only one reportable se11ment called ESDM In accordance with the requirement of Ind AS 108 • "Operat1n11 segments".
• 3 The accompanyin11 unaudited standalone Ind AS financial results of the Company for the quarter ended June 30, 2022 have been reviewed by the Audit Committee In their meeting on August 11, 2022 and approved by the Board of Directors In their meetln11 held on Au11ust 12, 2022.
• 4 a) The Company has Investments In Centum Electronics UK Limited, which In tum has made Investment In Centum Adetel Group SA. Centum Adetel Group SA and Its underlyin1 subsidiaries have Incurred losses.

Durln1 the quarter ended June 30, 2022, the Board of Directors of Company further acquired 12.SO% stake of Centum Adetel Group SA through Centum Electronks UK Limited from other shareholders of Centum Adetel Group SA. The carryln11 value of the aforesaid Investment continues to be hl1her than the net worth of Centum Adetel Group SA.

However, based on Internal assessment performed with regard to future operations and external valuation by an expert, the management of the Company Is of the view that the carrying value of the Company's Investment In Centum Electronics UK Limited Is appropriate.

b) During the year ended March 31, 2020, Centum Adetel Group SA, a step down subsidiary entered Into a11reement for sale of 65% stake In HOLIWATT ( formerly known as Centum Adetel Transportation SAS {"HOLIWATT")), subsidiary of Centum Adetel Group SA. Centum Adetel Group SA had a put option to sale its remalnln11 35% stake at a fixed price amountins to EUR 3.96 million plus Interest at the rate of 6% p.a as per the aforesaid sale aareement and other receivables of EUR 0.5 mill Ion. Subsequent to the year ended March 31, 2021 the HOLIWATT has been placed In specific Insolvency statutes, allowln11 It to commence negotiation with other parties lncludln11 Its shareholders. Durln11 the year ended March 31, 2022, the Commercial Court of Lyon announced the openln11 of Judicial recovery procedures and accordln11ly, based on Its Internal assessment, the mana1ement of the Company had provided for Its receivables amountln& to Rs. 18.36 million and the same had been disclosed as exceptional Items In the standalone Ind AS financial results for the year ended March 31, 2022.

• 5 Pursuant to the on1oln1 COVlD-19 pandemk, the Company has made a detailed assessment of Its Oquldity position as at the date of approval of these unaudited standalone Ind AS financial results for the next one year and of the recoverability and carryln11 values of its assets lncludln& property, plant and equipment (lnclucnn11 capital work-In-progress), lntan11lble assets, trade receivables, Inventory , Investments and other assets as at the reporting date and has concluded that there are no material adjustments required In the unaudited standalone Ind AS financial results. Management believes that It has taken Into account all the possible Impact of known events and economic forecasts based on Internal and external sources of Information arising from COVID-19 pandemic while makln1 such assessment In the preparation of the unaudited standalone Ind AS financial results.
• 6 The figures of quarter ended March 31 of the previous years In the unaudited standalone Ind AS financial results are the balancing figures between the audited fiaures In respect of the full financial years and t he unaudited published year to date fiaures for the nine months ended December 31 for the respective years, being the date of the end of the third quarter of the financial year which were subject to limited review.
• 7 The figures pertaining to previous quarters/ period/ year have been reclassified, wherever necessary, to conform to the classification adopted in the current period.

Place : Benaaluru Date : August 12, 2022

App1rao V M11i1v1rapu Chairman & Mana1ln1 Director

Centum Electronics Limited Corporate Identity Number (CIN): L85110KA1993PLC013869 Regd. Office: No.44, KHB Industrial Area, Yelahanka New Town, Bengaluru - 560 106 Phone: +91·80-41436000 Fax: +91·80-41436005 Email: lnvestors@centumelectronlcs.com Website: www.centumelectronlcs.com
Statement of unaudited consolidated Ind AS financial results for the quarter ended June 30, 2022
				(Rs. In mllllonl Quarter ended Year ended
SI.No.	Particulars	June 30 2022	March 31 2022	June 30 2021	March 31 2022
		(Unaudited)	Refer note 8	(Unaudited)	(Audited)
1	Income
	(a) Revenue from operations
	(i) Sale of products and services	1,973.59	2,212.37	1,618.73	7,333.76
	(II) Other operating Income	111.19	118.67	125.04	465.64
	(bl Other Income (i) Gain on account of foreign exchange fluctuations (net)		4.58
	(II) Others	21.02	14.44	10.16	3.49 43.56
	(cl Finance Income	4.78	7.19	7.36	33.19
	Total Income	2 110.58	2,357.25	1 761.29	7 879.64
2	Expenses (a) Cost of materials consumed	929.15	797.01	649.54	3,065.02
	(b) Changes In Inventories of finished goods and work-in-progress	(44.11)	101.75	(20.04)	(45.44)
	(c) Employee benefit expenses	822.69	853.11	777.21	3,194.85
	(d) Finance costs	59.84	74.04	73.23	263.48
	(e) Depreciation and amortisation expenses	110.43	92.95	111.28	431.93
	(f) Loss on account of for eign exchange fluctuations (net)	26.25		8.93
	(g) Other expenses Total expenses	236.27 2140.52	258.64 2177.50	232.63 1 832.78	842.54 7 752.38
3	Share of (loss) / profit of associates from operations		(45.74)		(45.74)
4	(Loss) / profit before exceptional Items and tax expense from operations 11±2±3)	(29.94)	134,01	(71.49)	81.52
5	Exceptional it ems (refer note 3 and 7)		(157.03)	(446.51)	(603.54)
6	(Loss)/ profit before tax expense from operations (4±5)	(29.94)	(23.02)	(518.00)	(522.02)
7	Tax expenses
	(a) Current tax (net)	4.56	49.59	0.26	46.44
	(bl Deferred tax (credit)/ expense	(8.79)	(8.91)	(33.22)	(33.81)
8	(Loss)/ p rofit after t ax expense from operations (6:1:7)	(25.71)	(63.70)	(485.04)	(534.65)
9	Other comprehensive Income/ (expenses) (net of tax)
	(a) Items t hat will not be reclassified to profit or loss (i) Remeasurements of the net defined benefit llablllty	0.36	8.86	0.36	10.00
	(11) Income t ax on above	(0.09)	(2.30)	(0.10)	(2.63)
	(b) Items that will be reclassified to profit or loss
	(i) Exchange difference on translation of foreign operations	21.96	0.85	(0.80)	16.85
	(11) Income tax on above		-
	(Iii) Net movement on effective portion of cash flow hedge	(0.86) 0.22	0.26 (0.07)	- -
10	(iv) Income tax on above Total comprehensive Income for the period (comprising (loss) / profit and other	(4.12)	(56.10)	(485.58)	(510.43)
11	comprehensive lncome/(expenses}(net of tax)) for the period (8:1:9) Total comprehensive income attributable to:
	(a) Owners of t he Company	(1.14)	15.27	(347.13)	(285.54)
	(b) Non-cont rolling interest	(2.98)	(71.37)	(138.45)	(224.89)
	Total comprehensive Income for the period	(4.12)	(56.10)	(485.58)	(510.43)
12	Paid up equity share capital (Face value · Rs 10 per share)	128.85	128.85	128.85	128.85
13	Earnings per equity share (EPS) (o f Rs. 10 each) :
	(a) Basic (Rs.) (b) Diluted (Rs.)	(1.67) (1.67)	0.69 0.69	(26.59) (26.59)	(23.70) (23.70)

Notes to the unaudited consolidated Ind AS financial results for the quarter ended June 30, 2022

• 1 Investors can view the unaudited consolidated Ind AS financial results of Centum Electronics limited ("the Group" or "the Company") on the Company's website www.centumelectronlcs.com or on the websites of BSE (www.bselndla.com) or NSE (www.nse~ndla.com).
• 2 The Company along with Its subsidiaries and associates are an Integrated business unit which addresses the Electronics System Design and Manufacturing ("ESDM") and accordingly there Is only one reportable segment call ed ESDM In accordance with the requirement of Ind AS 108 • "Operating segments".
• 3 During the year ended March 31, 2020, the management of the Group had entered Into an agreement for sale of 65% stake In HOLIWATI ( formerly known as Centum Adetel Transportation SAS ("HOLIWAIT')), subsidiary of Centum Adetel Group SA.

The management of the Group had a put option to sale Its remaining 3S% stake at a fixed price amounting to EUR 3.96 million plus Interest at the rate of 6% p.a and other receivables of EUR 0.5 million . Further, the management had assessed that they exercised significant influence / control over HOLIWATI and has accordingly treated the same as Investment In associates In the consolidated Ind AS financial results of the Group during the year ended March 31, 2021.

During the quarter ended June 30, 2021, HOLIWATI had been placed In specific Insolvency statutes, allowing HOLIWATI to commence negotiation with other parties Including Its shareholders. During the year ended March 31, 2022, the Commercial Court of Lyon announced the opening of Judicial recovery process and accordingly based on the Internal assessment, the management of the Group has provided the carrying value of Its Investment and receivables In HOLIWATI amounting to Rs. 436.84 million and the same had been disclosed as exceptional Item In the consolidated Ind AS financial results for the yea r ended March 31, 2022.

During t he quarter and year ended March 31, 2022, the Group had accounted Rs. 25.97 mlillon In regard to the commission to the recruited bankers for the sale of HOLIWATI shares and the same had been disclosed as exceptional Item In the consolidated Ind AS financial results for the quarter and year ended M arch 31, 2022.

• 4 The unaudited consolidated Ind AS financial results of the Group for the quarter ended June 30, 2022 have been reviewed by the Audit Committee In their meeting on August 11, 2022 and approved by the Board of Directors In their meeting held on August 12, 2022.
• 5 The Company has Investments In Centum Electronics UK Limited, which In turn has made Investment In Centum Adetel Group SA. Centum Adetel Group SA and Its underlying subsidiaries have Incurred losses. During the quarter ended June 30, 2022, the Board of Directors of the Holding Company further acquired 12.50% stake of Centum Adetel Group SA., through Centum Electronics UK Limited from other shareholders of Centum Adetel Group SA.

The Group has accounted a goodwill of Rs. 376.23 million and has a carrying value of Intangible assets (Including Intangible assets under development) of Rs. 427.40 million, as at June 30, 2022.

Based on internal assessment performed as at June 30, 2022 with regard to future operations and external valuation by an expert, the management of the Group Is of the view t hat the carrying value of the aforesaid goodwill on consolidation/ Intangible assets (Including Intangible assets under development) are appropriate.

• 6 Pursuant to the ongoing COVI0-19 pandemic, the Group has made a detailed assessment of Its liquidity position as at the date of approval of these unaudited consolidated Ind AS financial results for the next one year and of the recoverability and carrying values of Its assets including property, plant and equipment (Including capita I work in progress), goodwill, Intangible assets, Intangible assets under development, trade receivables Including unbilled revenue, subsidy receivables, Inventory, Investments and other assets as at the reporting date and has concluded that there are no material adjustments required In the unaudited consol idated Ind AS financial results. The management believes that It has taken Into account all the possible Impact of known events and economic forecasts based on Internal and external sources of Information arising from COVI0-19 pandemic while making such assessment In the preparat ion of the unaudited consolidated Ind AS financial results.
• 7 During the quarter and year ended March 31, 2022, the Group had been levied a claim by one of Its customers on account of certain damages In the equipment supplied to the customer. Accordingly, the Group had accounted cost of Rs. 106.25 million towards such claim which has been disclosed as exceptional Item In the consolidated Ind AS financial results during the year ended March 31, 2022.

Further the Group has made provision for aged unbilled revenue In relation to certain projects amounting to Rs. 34.48 million which had been disclosed as exceptional Item In the consolidated Ind AS financial results during the year ended March 31, 2022.

• B The figures for the quarter ended March 31 of t he previous year In the unaudited consolidated Ind AS f inancial r esults are t he balancing figures between the audited figures In respect of full financial years and the unaudited published year to date figures for the nine months ended December 31 for the respective years, being the date of the end of the third quarter of the financial year which were subject to limited review.
• 9 For the year/ periods the Group has Incurred losses, the allotment of stock options would Increase the loss per share for the respective year / periods and accordingly has not been considered for the purpose of calculation of diluted earnings per share from operations.
• 10 Figures pertaining to previous quarters/ period/ year have been reclassified, wherever necessary, to conform to the classlficatlon adopted In the current period.

Place : Bengaluru

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

12th Floor "UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru · 560 001, India Tel : +91 80 6648 9000

Independent Auditor's Review Report on the Quarterly Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Centum Electronics Limited

• 1. We have reviewed the accompanying statement of unaudited standalone Ind AS financia l results of Centum Electronics Limited (the "Company") for the quarter ended June 30, 2022 (the "Statement'') attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regu lations, 2015, as amended (the ''Listing Regulations").
• 1. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) ·'Interim Financial Repo11ing" prescribed under Section I 33 of the Companies Act, 20 13 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, ·'Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Cha11ered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for fi nancial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an aud it conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an aud it

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Chartered Accountant s

1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disc losed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants !CAI Firm registration number: 101049W /E300004

Partner Membership No.: 061207

UDIN: 22061207AOXPWW3617

Bengaluru August 12, 2022

S.R. BATL/80/ & ASSOCIATES LLP

Chartered Accountants

12th Floor "UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru - 560 001, India Tel : +91 80 6648 9000

Independent Auditor's Review Report on the Quarterly Unaudited Ind AS Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Centum Electronics Limited

• I. We have reviewed the accompanying Statement of Unaudited Ind AS Consolidated Fi nancial Results of Centum Electronics Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as ·'the Group") and its associates for the quarter ended June 30, 2022 (the "Statement'') attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requ irements) Regulations, 20 15, as amended (the ·'Listing Regulations").
• 1. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) " Interim Financial Repo11ing" prescribed under Section 133 of the Companies Act, 20 13 as amended, read with relevant ru les issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holdi ng Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an aud it conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we wou ld become aware of all significant matters that might be identified in an aud it. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD l/44/2019 dated March 29, 20 19 issued by the Securities and Exchange Board of India under Regu lation 33(8) of the Listing Regulations, to the extent applicable.

• 1. The Statement includes the results of the following entities:
• a. Centum Eiectronics Limited
• b. Centum Electronics UK Limited
  • Centum Adetel Group SA

~8. Bathho1 & Asr,oric1tc~ LLP, a L1m1ted uab1hty Partnership w,th LLP ld£>nt1ty No. AAS '1 295 Reqd Off1tP ?2. (nmrtr Str<'r>t. Block 'B', Jrn rtoor. Kolkdta 700 0 16

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• d. Centum T&S (Technologies & Solutions), France (formerly known as Centum Adeneo SAS)
• e. Centum R&D (Recherche & development) (formerly known as Centum Adeneo CRD SAS)
• f. Centum Adetel Transportation System SAS
• g. Centum T &S (Technologies & Solutions), Canada (formerly known as Centum Adetel Solution)
• h. Centum E&S (Equipements & Systemes) (formerly known as Centum Adetel Equipment)
• 1. Centum T &S (Technologies & Solutions) Belgium (formerly known as Centum Adetel Belgium)
• J. Centum Adeneo India Private Limited
• k. Ausar Energy SAS
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports ofother auditors referred to in paragraph 7 and 8 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (' Ind AS') specified under Section 133 of the Companies Act, 20 13, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. The accompanying Statement includes the unaudited consolidated interim financial results and other financial information, in respect of I subsidiary located outside India (the said subsidiary has 6 underlying subsidiaries and 1 associate), whose unaudited consolidated interim financia l results include total revenues of Rs I, 132.35 111 ill ion, total net loss after tax of Rs. 8.20 111 i 11 ion and total comprehensive loss of Rs. 2.80 million, for the quarter ended June 30, 2022 (before consolidation adjustments), as considered in the respective consolidated financial information of the entities included in the Group which have been reviewed by their respective independent auditors.

The independent auditor's reports on consolidated interim financial information/ financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and associates is based solely on the report of such aud itors and procedures performed by us as stated in paragraph 3 above.

These subsidiaries and associates are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles genera lly accepted in their respective countries and which have been reviewed by other auditors under generally accepted auditing standards appl icable in their respective countries. The Holding Company's management has converted the consolidated financial results of such subsidiaries and associates located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company's management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries and

S.R. BATL/801 & ASSOCIATES LLP

Chartered Ac co untant s

1. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of 2 subsidiaries, whose interim financial results and other financial unaudited information reflect total revenues of Rs 48.22 million, total net loss after tax of Rs.1.17 million and total comprehensive loss of Rs. 12.22 million for the quaiter ended June 30, 2022 (before consolidation adjustments).

The unaudited interim financial results and other unaudited financial information of these subsidiaries have not been reviewed by their auditors and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries and associates, is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial information and financial results are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 6 and 7 above is not modified with respect to our reliance on the work done and the repo1ts of the other auditors and the financial results and financial information certified by the Management.

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Place: Bengaluru Date: August 12, 2022