Nature of the Event

Regulatory filing of a Postal Ballot Notice pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to seek shareholder approval for two special resolutions.

Key Resolutions for Shareholder Approval

Item No. 1 – Increasing the Borrowing Limits

  • The company proposes a special resolution to increase its borrowing limit from ₹500 crore (Rupees five hundred crore) to ₹1,000 crore (Rupees one thousand crore).
  • The borrowing authority is sought under Section 180(1)(c) of the Companies Act, 2013.
  • The resolution supersedes the previous resolution passed by shareholders on February 2, 2016.
  • Borrowings may include non-fund based banking facilities and may be in Indian or foreign currency.
  • The board is authorized to decide all terms and conditions for such borrowings.

Item No. 2 – Creation of Charges on Assets

  • The company proposes a special resolution to create charges, mortgages, and hypothecations on its movable and immovable properties, both present and future.
  • The authority is sought under Section 180(1)(a) of the Companies Act, 2013.
  • The charges are intended to secure the company's borrowings, including interest, damages, and other costs.
  • The total amount secured by these charges shall not exceed ₹1,000 crore at any time.
  • The resolution supersedes all earlier resolutions on this matter.

Rationale and Explanatory Statement

The Board of Directors approved the enhancement of borrowing limits at its meeting held on November 4, 2026. The primary reason stated is to support the company's growth in project opportunities and order pipeline, particularly requiring enhanced non-fund-based facilities (bank guarantees for earnest money deposits, bid bonds, performance guarantees, etc.). The existing non-fund-based facilities are substantially utilized. The company states that non-fund-based facilities do not ordinarily result in funded debt or immediate cash outflow unless invoked. The enhancement is intended to provide financial flexibility to support current and future business requirements, including capital expenditure, working capital, and other corporate needs. The board confirms that no director or key managerial personnel is interested in these resolutions, except to the extent of their shareholding.

Voting Process and Key Dates

  • Cut-off Date for Eligibility: Friday, November 6, 2026 (Register of Members/List of Beneficial Owners as on this date).
  • Remote E-Voting Period: Commences Tuesday, November 10, 2026, at 9:00 a.m. (IST) and ends Wednesday, December 9, 2026, at 5:00 p.m. (IST).
  • Voting Method: Notice is being sent only electronically. Physical copies and prepaid business reply envelopes are not being sent. Voting is exclusively through the remote e-Voting system provided by KFin Technologies Limited.
  • Scrutinizer: Mr. S.P. Nagarajan, Practicing Company Secretary (CP No. 4738), has been appointed to scrutinize the e-Voting process.
  • Result Declaration: The results will be announced on or before Friday, December 11, 2026 (within 2 working days of the e-Voting conclusion).
  • Deemed Passing Date: If approved, the resolutions will be deemed passed on the last date of e-Voting, i.e., Wednesday, December 9, 2026.

Other Procedural Details

The notice, explanatory statement, and voting instructions are available on the company's website (www.centumelectronics.com) and the websites of the stock exchanges (BSE and NSE) and depositories (NSDL and CDSL). Members can inspect relevant documents by emailing investors@centumelectronics.com from their registered email address until December 9, 2026. Detailed instructions for e-Voting for members holding shares in both demat and physical mode are provided in the notice.