Centum Electronics Ltd — Interim / Quarterly Report 2020

Aug 12, 2019

Ref: CEL/NSEBSE/BMD/12082019 12th August, 2019

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 – 400 001
Mumbai – 400 051

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

Sub: Outcome of the Board Meeting

This is in continuation to our communication letters dated 3rd August, 2019 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. August 12, 2019 and the Board inter‐alia considered and approved the unaudited financial results (standalone and consolidated) for the first quarter ended 30th June, 2019 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.

The Meeting started at 5.00 p.m. and concluded at 8.50 p.m.

The above information is also hosted on the website of the Company at www.centumelectronics.com

Kindly take the same on your records.

Yours faithfully, For Centum Electronics Limited NAGARAJ K V Digitally signed by NAGARAJ K V

Date: 2019.08.12 21:10:21

Nagaraj K V Company Secretary & Compliance Officer +05'30'

Encl: as above

12th & 13th Floor "UB City" Canberra BlockNo. 24, Vittal Mallya Road Bengaluru 560 001. India Tel: +91 80 6727 5000 Fax: +91 80 2210 6000

Independent Auditor's Review Report on the Quarterly Unaudited Consolidated and Year to Date 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 Consolidated Ind AS Financial Results of Centum Electronics Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as 'the Group'), and its share of the net loss after tax and total comprehensive loss of its associates for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 ('the Circular').
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India read with the Circular. 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. 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 audit 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 audit opinion.

We also performed procedures in accordance with the Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, to the extent applicable.

• 1. The Statement includes the results of the following entities:
  • Centum Electronics Limited a.
  • $\mathbf b$ . Centum Electronics UK Limited
  • Centum Adetel Group SA c.
  • Centum Adeneo SAS d.

e.

Bengaluru

ų,

• Centum Adeneo CRD SAS & Associate
  • Centum Adetel Transportation System SAS

Centum Adetel Transportation SAS

S.R. Balibol & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAB-4295Regal Office : 22, Camac Street, Block 'C', 3rd Floor, Kolkata-700 016

S.R. BATLIBOL& ASSOCIATES LLP

Chartered Accountants

$\mathcal{A}$

• h. Centum Adetel Synergies SARL
• i. Centum Adetel Solution
• i. Centum Adetel Equipment
• k. Centum Adeneo India Private Limited
• $\mathbf{l}$ . 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 of other auditors referred to in paragraph 6 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 Standard 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 disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We did not review the consolidated financial results and other financial information in respect of 1 subsidiary located outside India (the said subsidiary has 7 underlying subsidiaries and 1 associate), included in the consolidated unaudited financial results, whose financial results reflect total revenues (including other income) of Rs. 9,835.79 lakhs, total net loss after tax of Rs. 705.88 lakhs and total comprehensive loss of Rs. 638.38 lakhs, for the quarter ended June 30, 2019 (before adjustments on consolidation), as considered in the consolidated unaudited financial results. These financial results and other financial information have been reviewed by other auditors, whose reports 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 the other auditors and procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter.
• 1. Certain of these subsidiaries/associates are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Parent's management has converted the 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.. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries and associates located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Parent.
• 1. The accompanying unaudited consolidated Ind AS financial results includes unaudited financial results and other unaudited financial information in respect of 2 subsidiaries, which have not been reviewed by their auditors, whose financial results reflect total revenues (including other income) of Rs. 352.35 lakhs, total net profit after tax of Rs. 74.75 lakhs and total comprehensive income of Rs. 155.80 lakhs, for the quarter ended June 30, ettle (before adjustments on consolidation), as considered in the unaudited consolidated Amagolal results. These unaudited financial results and other unaudited financial Bengaluru

S.R. BATLIBOL& ASSOCIATES LLP

Chartered Accountants

information have been approved and furnished to us by the management. Our conclusion, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these financial results are not material to the Group. Our conclusion on the Statement is not modified in respect of the above matter.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICA1 Firm registration number: 101049W/E300004

Oandle

per Sandeeb Karnani Partner Membership No.: 061207

UDIN: 1951207A4AAAR2475

Place: Bengaluru Date: August 12, 2019

$8A_s$ Bengaluru é,

Centum Electronics Limited Corporate Identity Number (CIN): L85110KA1993PLC013869Regd. Office: No.44, KHB Industrial Area, Yelahanka New Town, Bengaluru – 560 106

Phone: +91-80-41436000 Fax: +91-80-41436005

Email: investors@centumelectronics.com Website : www.centumelectronics.comStatement of unaudited consolidated financial results for the quarter ended June 30, 2019

					(Rs. in Lakhs)
			Quarter ended		Year ended
	Particulars	June 30,	March 31,	June 30,	March 31,
SI.No.		2019	2019	2018	2019
		(Unaudited)	(Refer note 6)	(Unaudited)	(Audited)
	A. Continuing Operations
1	Income
	(a) Revenue from operations(i) Sales / Income from operations	20,532.96	25,283.85	16,511.28	86,204.12
	(ii) Other operating income	1,446.75	1,950.31	1,417.51	6,549.61
	(b) Other income
	(i) Gain on account of foreign exchange fluctuations (net)		401.76
	(ii) Others	467.61	232.53	330.76	991.87
	Total Income	22,447.32	27,868.45	18,259.55	93,745.60
	2 Expenses
	(a) Cost of materials consumed	8,536.30	10,015.70	9,393.19	38,255.68
	(b) Changes in inventories of finished goods and work-in-progress	1,233.05	2,262.44	(2,864.26)	120.58
	(c) Employee benefits expenses	8,191.90	8,302.01	8,460.88	32,848.27
	(d) Finance costs	740.51	779.44	788.91	3,492.11
	(e) Depreciation and amortisation expenses	1,008.26	646.12	692.67	2,783.86336.10
	(f) Loss on account of foreign exchange fluctuations (net)	19.362,247.01	2,936.44	794.172,530.41	11,095.16
	(g) Other expensesTotal expenses	21,976.39	24,942.15	19,795.97	88,931.76
		470.93	2,926.30	(1,536.42)	4,813.84
3	Profit / (Loss) before share in (loss) / profit of associates and joint ventures and tax expense fromcontinuing operations (1±2)
4	Tax expenses
	(a) Current tax (net)	280.48(92.06)	454.61(158.63)	(54.52)	679.40(705.60)
	(b) Deferred tax
	Profit / (Loss) before share in (loss) / profit of associates and joint ventures from continuing operations(3±4)	282.51	2,630.32	(1,481.90)	4,840.04
6	Share of profit / (loss) of associates and joint ventures from continuing operations		(130.78)		(130.78)
	7 Profit / (Loss) after tax expense from continuing operations (5±6)	282.51	2,499.54	(1,481.90)	4,709.26
	B. Discontinuing Operations
	8 (Loss) / profit before tax expense from discontinuing operations (Refer note 3)	(401.61)	(348.83)	235.25	(1,315.50)
9	Tax expenses of discontinued operations
	(a) Current tax (net)			713.03	713.10
	(b) Deferred tax	$\overline{a}$
	10 ((Loss) / profit after tax expense from discontinuing operations (8+9)	(401.61)	(348.83)	(477.78)	(2,028.60)
	11 Profit / (loss) after tax for the respective periods (7±10)	(119.10)	2,150.71	(1,959.68)	2,680.66
	12 Other Comprehensive Income/ (Expenses) (net of tax)(a) Items that will not be reclassified to profit or loss
	(i) Remeasurements of the net defined benefit liability	12.06	26.70	7.14	48.23
	(ii) Income tax on above	(4.21)	(9.33)		(16.85)
	(b)(i) Items that will be reclassified to profit or loss	26.23	(37.73)	(12.65)	(42.26)
	(ii) Income tax on above
	13 Total comprehensive income for the period (Comprising Profit/(Loss) and Other Comprehensive	(85.02)	2,130.35	(1,965.19)	2,669.78
	Income/(Expenses)(net of tax)) for the period (11±12)
	14 Total comprehensive income attributable to:
	(a) Owners of the Company	205.25	1,879.11	(1,574.12)	2,877.34
	(b) Non controlling interest	(290.27)	251.24	(391.07)	(207.56)
	Total comprehensive income for the period	(85.02)	2,130.35	(1,965.19)	2,669.78
	15 Paid up equity share capital (Face value - Rs 10 per share)	1,288.48	1,288.11	1,287.50	1,288.11
	16 Earnings per equity share (EPS) (of Rs. 10 each) :(a) Basic EPS from continuing and discontinuing operations (Rs.)	1.33	14.75	(12.19)	21.92
	(b) Diluted EPS from continuing and discontinuing operations (Rs.)	1.33	14.73	(12.19)	21.89
	(c) Basic EPS from continuing operations (Rs.)	3.02	16.22	(9.83)	30.80
	(d) Diluted EPS from continuing operations (Rs.)	3.02	16.20	(9.83)	30.77
	(e) Basic EPS from discontinuing operations (Rs.)	(1.69)	(1.47)	(2.36)	(8.88)
	(f) Diluted EPS from discontinuing operations (Rs.)	(1.69)	(1.47)	(2.36)	(8.88)

Mr Affato

Notes to the unaudited consolidated financial results for the quarter ended June 30, 2019

• 1 Investors can view the unaudited consolidated financial results of Centum Electronics Limited ("the Group" or "the Company") on the Company's website www.centumelectronics.com or on the websites of BSE (www.bseindia.com) or NSE (www.nse-india.com).
• 2 The Company along with its subsidiaries, associates and joint ventures are an integrated business unit which addresses the Electronics System Design and Manufacturing ("ESDM") and accordingly there is only one reportable segment called ESDM in accordance with the requirement of Ind AS 108 - "Operating segments".
• 3 (a) During the year ended March 31, 2019, the Group had divested its entire 51% stake in Centum Rakon India Private Limited, a joint venture entity and realized a profit of Rs. 584.99 Lakhs on such sale of shares, which had been disclosed under discontinuing operations in the audited consolidated financial results of the Group for the year ended March 31, 2019.

(b) During the year ended March 31, 2019, the Group had divested its entire 50% stake in Sandhi SAS, a joint venture entity and realized a profit of Rs. 72.29 Lakhs on such sale of shares, which had been disclosed under discontinuing operations in the audited consolidated financial results of the Group for the year ended March 31, 2019.

(c) During the year ended March 31, 2019, the step down subsidiaries of the Company, Adetel Maroc SA and Adetel Equipment Maroc SA, have initiated liquidation proceedings and accordingly the results of the operation of this entity has been disclosed under discontinuing operations.

(d) During the year ended March 31, 2019, the management of the Group has decided to sell its investments in Centum Adetel Transportation SAS, step down subsidiary of the Company and accordingly the results of the operation of this entity has been disclosed under discontinuing operations. The sale has not been concluded as at June 30, 2019.

• 4 The unaudited consolidated financial results of the Company for the quarter ended June 30, 2019 have been reviewed by the Audit Committee in their meeting on August 11, 2019 and approved by the Board of Directors in their meeting held on August 12, 2019.
• 5 Effective April 01, 2019, the Group has adopted Ind AS 116 "Leases" and applied the standard to lease arrangements existing on the date of initial application using the modified retrospective approach with right-of-use asset recognized at an amount equal to the lease liability adjusted for any prepayments/accruals recognized in the balance sheet immediately before the date of initial application. Accordingly, comparatives for the year ended March 31, 2019 and quarter ended June 30, 2018 have not been retrospectively adjusted.
• 6 The figures for quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the consolidated financial statements for the year ended March 31, 2019 and the unaudited published year-to-date figures for nine months ended December 31, 2018.
• 7 Previous period figures have been regrouped/reclassified, wherever necessary to conform to current period classification.

Place : Bengaluru Date: August 12, 2019

For Centum Electronics Limited Apparao V lavarapu Chairman & Managing Director

S.R. BATLIBOL& ASSOCIATES LLP

Chartered Accountants

12th & L3th Floor TUB City - Camberra BlockNo. 24. Vittal Mallya Road Bengaturn 560.001 India Tel: - +91.80.6727.5000 Fax: +91 80 2210 6000

Independent Auditor's Review Report on the Quarterly Unaudited Standalone and Year to Date 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

• $\mathbf{1}$ . We have reviewed the accompanying statement of unaudited standalone Ind AS financial results of Centum Electronics Limited (the 'Company') for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the Regulation') as amended, read with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 ('the Circular').
• 1. 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 Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.
• $3.$ 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 is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 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 recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, 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 ICAI Firm registration number: 101049W/E300004

Radel Para

Partner Membership No.: 061207

UDIN: 19061207AAAAAS4725 Place: Bengaluru Date: August 12, 2019

Scanned by CamScanner

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: investors@centumelectronics.com Website : www.centumelectronics.comStatement of unaudited standalone results for the quarter ended June 30, 2019

	Statement of unauditied standardile results for the quarter enable				(Rs. in Lakhs)
			Year ended
SI.	Particulars	June 30,2019	Quarter endedMarch 31,2019	June 30,2018	March 31,2019
No.		(Unaudited)	(Refer note 6)	(Unaudited)	(Audited)
$\mathbf{1}$	Income
	(a) Revenue from operations
	(i) Sales/Income from operations	12,199.46	15,076.15	7,961.07	48,935.17
	(ii) Other operating income	134.57	170.92	130.89	647.66
	(b) Other income
	(i) Gain on account of foreign exchange fluctuations (net)		299.74		666.58
	(ii) Others	287.44	205.51	133.73
	Total income	12,621.47	15,752.32	8,225.69	50,249.41
	2 Expenses	7,210.38	7,812.66	7,968.58	31,366.83
	(a) Cost of materials consumed(b) Changes in inventories of finished goods and work-in-progress	1,219.57	1,901.80	(2,882.43)	(14.93)
		1,690.51	1,964.45	1,551.96	6,734.09
	(c) Employee benefits expenses	551.83	581.59	636.23	2,676.51
	(d) Finance costs	293.10	297.77	303.70	1,208.75
	(e) Depreciation and amortisation expenses	29.85		794.17	340.44
	(f) Loss on account of foreign exchange fluctuations (net)	888.56	1,376.12	894.78	4,475.90
	(g) Other expenses	11,883.80	13,934.39	9,266.99	46,787.59
	Total expenses	737.67	1,817.93	(1,041.30)	3,461.82
3	Profit / (Loss) before exceptional items and tax (1-2)			3,288.35	3,288.35
$\overline{a}$	Exceptional items (Refer note 3)	737.67	1,817.93	2,247.05	6,750.17
5	Profit / (Loss) before tax $(3 \pm 4)$
6	Tax expenses	262.08	444.83	713.03	1,436.23
	(a) Current tax (Refer note 3)(b) Deferred tax (credit) / charge	(31.42)	(95.10)	(0.27)	(486.22)
	Profit / (Loss) for the period (5±6)	507.01	1,468.20	1,534.29	5,800.16
$\overline{7}$	Other Comprehensive Income/(Expenses) (net of tax)
	(a) Items that will not be reclassified to profit or loss
	(i) Remeasurements of the net defined benefit liability	12.06	26.70	7.14	48.23
	(ii) Income tax on above	(4.21)	(9.33)		(16.85)
	(b) (i) Items that will be reclassified to profit or loss
	(ii) Income tax on above
	Total comprehensive income for the period (Comprising (loss) / profit	514.86	1,485.57	1,541.43	5,831.54
	and Other Comprehensive Income/(expenses) (net of tax) for the
	period $(7±8)$ )
10	Paid up equity share capital	1,288.48	1,288.11	1,287.50	1,288.11
	(Face value-Rs.10 per share)
11	Earnings per equity share (of Rs. 10 each):			11.94	45.04
	(a) Basic (Rs.)	3.94	11.4011.38	11.92	45.00
	(b) Diluted (Rs.)	3.93

Notes to the standalone financial results for the quarter ended June 30, 2019.

• 1 Investors can view the unaudited standalone financial results of Centum Electronics Limited ("the Company") on the Company's website www.centumelectronics.com or on the websites of BSE (www.bseindia.com) or NSE (www.nse-india.com).
• 2 The Company is an integrated business unit which addresses the Electronics System Design and Manufacturing ("ESDM") and accordingly there is only one reportable segment called ESDM in accordance with the requirement of Ind AS 108 - "Operating segments".
• 3 During the year ended March 31, 2019, the Company has divested its entire 51% stake in Centum Rakon India Private Limited, a joint venture entity and realized a profit of Rs. 3,288.35 Lakhs (before tax) (Rs. 2,575.32 Lakhs, net of tax) on such sale of shares, which has been disclosed as an 'exceptional item' in the standalone financial results of the Company for the year ended March 31, 2019.
• 4 The unaudited standalone financial results of the Company for the quarter ended June 30, 2019 have been reviewed by the Audit Committee in their meeting on August 11, 2019 and approved by the Board of Directors in their meeting held on August 12, 2019.
• 5 Effective April 01, 2019, the Company has adopted Ind AS 116 "Leases" and applied the standard to lease arrangements existing on the date of initial application using the modified retrospective approach with right-of-use asset recognized at an amount equal to the lease liability adjusted for any prepayments/accruals recognized in the balance sheet immediately before the date of initial application. Accordingly, comparatives for the year ended March 31, 2019 and quarter ended June 30, 2018 have not been retrospectively adjusted.
• 6 The figures for quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the standalone financial statements for the vear ended March 31, 2019 and the unaudited published year-to-date figures for nine months ended December 31, 2018.
• 7 The stautory auditor's of the Company have carried out a limited review of the unaudited standalone financial results for the quarter ended June 30, 2019.

Place: Bengaluru Date: August 12, 2019

BANGALORE Apparao V Mallavarapu Chairman & Managing Director

For Centum Electronics Limited