Centrum Capital Limited — Annual Report 2021

Aug 2, 2021

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August 02, 2021

	To, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051.	To, BSE Limited Corporate Relations Department, 1st Floor, New Trading Ring, P. J. Towers, Dalal Street, Mumbai - 400 001.

Sub: Annual Report for the Financial Year ended March 31, 2021, along with Notice of 43[rd] Annual General Meeting (AGM) and Remote e-voting details Ref: Scrip Code – 501150 and NSE Scrip Code: - CENTRUM

Dear Sir/Madam,

Pursuant to Regulation 34 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODRs), we are enclosing herewith the Annual Report for the Financial Year 2020-2021, along with Notice dated June 22, 2021, setting out the business to be transacted at the 43[rd] Annual General Meeting of the Members of the Company, scheduled to be held on Thursday, August 26, 2021, at 03:00 p.m., through electronic mode [video conference (“VC”) or other audio visual means (“OAVM”)].

We also wish to inform you that, pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014 and Regulation 44 of the SEBI (LODRs), the Company is providing remote e-voting facility to all its Members (holding shares in Physical and dematerialized form) to enable them to exercise their right to vote by electronic means on the resolutions proposed at the 43[rd] Annual General Meeting.

We hereby submit the following information for the ready reference of the Members of the Company:

Sr. No	Particulars	Remarks
1	Name of the Company	Centrum Capital Limited
2	ISIN	INE660C01027
3	Name of the Agency providing E- voting platform	Central Depository Services (India) Limited (CDSL)
4	Name of Scrutinizer	Mr. Umesh P. Maskeri, Company Secretaries
5	Cut-off date for E-voting entitlement	Thursday, August 19, 2021

Centrum Capital Limited (CIN: L65990MH1977PLC019986) Corporate Office : Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098. Tel: +91 22 4215 9000

Registered Office : 2[nd] Floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai – 400 001. Tel: +91 22 2266 2434 Email : info@centrum.co.in Website: www.centrum.co.in

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6	E-voting Start Date & Time	Monday, August 23, 2021 (09:00 a.m.)
7	E-voting End Date & Time	Wednesday, August 25, 2021 (05:00 p.m.)
8	No. of Resolutions	4
9	Announcement of Results	Within 48 hours of conclusion of the AGM

Kindly acknowledge the receipt and take the same on your record.

Thanking you.

Yours Faithfully,

For Centrum Capital Limited

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Alpesh Shah Company Secretary

Centrum Capital Limited (CIN: L65990MH1977PLC019986) Corporate Office : Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098. Tel: +91 22 4215 9000

Registered Office : 2[nd] Floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai – 400 001. Tel: +91 22 2266 2434 Email : info@centrum.co.in Website: www.centrum.co.in

Annual Report 2020-21

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Centrum Capital Limited

CIN: L65990MH1977PLC019986

Registered Office: Bombay Mutual Building, 2[nd] Floor, Dr. D.N. Road, Fort, Mumbai-400001. Corporate Office: “Centrum House”, C.S.T. Road, Vidyanagri Marg, Kalina, Santacruz (East), Mumbai – 400 098; Phone: 022 4215 9000, Fax: 022 4215 9833; Email: cs@centrum.co.in; Website: www.centrum.co.in

NOTICE

NOTICE is hereby given that, the 43[rd] ANNUAL GENERAL MEETING of CENTRUM CAPITAL LIMITED will be held on Thursday, August 26, 2021, at 03:00 P.M. through Electronic Mode [video conference (“VC”) or Other Audio Visual Means (“OAVM”)] to transact the following business:

ORDINARY BUSINESS:

Item No. 1 – To receive, consider and adopt:

• a) The Audited Financial Statements for the Financial Year ended March 31, 2021, together with the reports of the Board of Directors and Auditors’ thereon.

• b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021, together with reports of Auditors’ thereon.

Item No. 2 – To appoint a Director in place of Mr. Rajesh Nanavaty (DIN: 00005076), who retires by rotation at this meeting and being eligible, offers himself for re-appointment .

Item No. 3 – To appoint and fix the remuneration of Statutory Auditor

To consider and, if thought fit, to pass the following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules, 2014, made thereunder and other applicable rules, if any, under the said Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the recommendation of the Audit Committee, M/s. Sharp and Tannan, Chartered Accountants, with registration number 109982W, who has given Consent and declaration under of the Companies Act, 2013, be and are hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 43rd Annual General Meeting till the conclusion of the 48th Annual General Meeting, at an annual remuneration / fees of ₹ 19,00,000 (Rupees Nineteen Lakhs only) plus outlays and taxes as applicable from time to time, for the purpose of audit of the Company’s accounts, with the power to the Board/Audit Committee to alter and vary the terms and conditions of appointment, revision including upward revision in the remuneration during the remaining tenure etc., including by reason of necessity on account of conditions as may be stipulated by any authority, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.”

SPECIAL BUSINESS:

Item No. 4 – Appointment of Mr. R. A. Sankara Narayanan (DIN: 05230407) as an Independent Director of the Company

To consider and if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to recommendation of the Nomination and Remuneration Committee, Mr. R. A. Sankara Narayanan (DIN: 05230407), who was appointed as an Additional Director (Non-Executive and Independent) of the Company by the Board of Directors with effect from April 03, 2021, in terms of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company for a period of five consecutive years from April 03, 2021, up to April 02, 2026, (both days inclusive), not liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company (which includes a Committee, constituted for the time being in force) be and is hereby authorized to do all such acts, deeds, matters and things, to enter into such agreement(s), deed(s) of amendment(s) or any such document(s), as the Board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit.”

By order of the Board of Directors, For Centrum Capital Limited

Place: Mumbai Date: June 22, 2021

Alpesh Shah Company Secretary

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NOTES:

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

2. Considering the extra-ordinary circumstances caused by COVID-19 and in light of the social distancing norms, the Ministry of Corporate Affairs (“MCA”) has vide its circulars dated April 08, 2020, April 13, 2020, June 15, 2020, September 28, 2020 and December 31, 2020 (“MCA Circulars”) and clarification circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD1/CIR /P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), permitted the holding of the Annual General Meeting of a company through VC / OAVM upto December 31,2021In compliance with the provisions of the Act, MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015(“SEBI Listing Regulations”). The 43[rd] Annual General Meeting will be held through Video Conferencing (VC) or other Audio Visual means (OAVM) on Thursday, August 26, 2021, Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

3. Since the AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM. The Proxy Form as well as the Attendance Slip are therefore, not annexed to this Notice.

4. Members shall have the option to vote electronically (“e-voting”) either before the AGM (“remote e-voting”) or during the AGM.

5. The Company has appointed Practising Company Secretary Umesh P Maskeri (Membership No.: COP No. 12704, FCS No 4831) as the scrutinizer for scrutinizing the entire e-voting process i.e. remote e-voting and e-voting during the AGM, to ensure that the process is carried out in a fair and transparent manner.

6. In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 and any amendments thereto, Secretarial Standard on General Meetings (“SS-2”), Regulation 44 of the SEBI Listing Regulations and MCA Circulars, the facility for remote e-voting and e-voting in respect of the business to be transacted at the AGM is being provided by the Company through Central Depository Services (India) Limited (“CDSL”). For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

7. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

8. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

9. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

10. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.centrum.co.in . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com

11. Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the Member

12. Beneficial Owner list maintained by the depositories as on the cut-off date i.e. Thursday, August 19, 2021 (“cut-off date”). A person who is not a Member as on cut-off date should treat this Notice for information purposes only.

13. The Register of Members and the Transfer Books of the Company will remain closed from August 20, 2021 to August 26, 2021, both days inclusive for the purpose of AGM.

14. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote during the AGM.

15. Members who still hold share certificate(s) in physical form are advised to dematerialize their shareholding

16. To avail the benefits of dematerialization, which includes easy liquidity since trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty and elimination of any possibility of loss of documents. Further, with effect from April 01, 2019, requests for

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transfer of securities are not permitted unless the securities are held in a dematerialized form with a depository except in case of transmission or transposition of securities as per SEBI Listing Regulations. Members who still hold share certificate(s) in physical form are advised to dematerialize their shareholding at the earliest

1. Members holding shares in dematerialized form are requested to update with their respective Depository Participants (“DP”), their bank account details (account number, 9 digit MICR and 11 digit IFSC), e-mail IDs and mobile number. Members holding shares in physical form may communicate details to the Company / Registrar and Transfer Agent viz. Link Intime India Private Limited (“RTA”) before Thursday, August 19, 2021, by quoting the Folio No. and attaching a scanned copy of the cancelled cheque leaf of their bank account and a self-attested scanned copy of the PAN card.

2. Members can avail of the facility of nomination in respect of shares held by them pursuant to the provisions of Section 72 of the Act.

3. Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to the Directors seeking Appointment/Re-appointment at the ensuing Annual General Meeting is annexed to this Notice.

4. In line with MCA Circulars and SEBI circular dated May 12, 2020, the Notice calling the AGM along with the Annual Report for 2020-21 (“Annual Report”) is being sent through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice of AGM and Annual Report will also be available on the website of the Company at www. centrum.co.in , the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Notice is also disseminated on the website of CDSL (agency providing the remote e-voting facility and e-voting during the AGM) at www.evotingindia.com .

5. For the purpose of receiving the Notice of the AGM and the Annual Report through electronic mode in case the email address is not registered with the respective DPs / Company / RTA, Members may register the email IDs using the facility provided by the Company through the following link available on its website: www.linkintime.co.in/EmailReg/Email_Register.html . Members who have not yet registered their e- mail

6. Addresses are requested to register the same with their DPs in case the shares are held by them in dematerialized form and with Company/ RTA in case the shares are held by them in physical form.

7. Investor Grievance Redressal : The Company has designated an exclusive e-mail ID i.e. igcsAGM43@centrum.co.in to enable the investors to register their complaints / send correspondence, if any.

8. Pursuant to Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on September 25, 2020(date of last AGM) on its website at www.centrum.co.in and also on the website of the Ministry of Corporate Affairs.

9. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

26. Information and other instructions relating to remote e-voting are as under:

• (a) Voting through electronic mode/e-voting:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users of who have opted for CDSL’s Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On clicking the e-voting menu, the user will be able to see his/her holdings along with links of the respective e-Voting service provider i.e. CDSL as per information provided by Issuer / Company. Additionally, we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers’ site directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/ EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP where the e-Voting is in progress during or before the AGM.

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Individual Shareholders holding securities in demat mode withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider’s website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• (i) The voting period begins on Monday, August 23, 2021, (09:00 a.m.) and ends on Wednesday, August 25, 2021, (05:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Thursday, August 19, 2021, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders /retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

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• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and clck on Forgot Password & enter the details as prompted by the system.

(xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; corporateAGM43@centrum.co.in (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at company email id speakershareholderAGM43@centum.co.in . The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at company email id queryAGM43@centrum.co.in . These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility

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of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Declaration of Results:

1. The scrutinizer shall, immediately after the conclusion of voting during the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairperson of the Company or the person authorized by him, who shall countersign the same.

2. Based on the scrutinizer’s report, the Company will submit within 48 hours of the conclusion of the AGM to the Stock Exchanges, details of the voting results as required under Regulation 44(3) of the SEBI Listing Regulations.

3. The results declared along with the scrutinizer’s report, will be hosted on the website of the Company at www.centrum.co.in and on the website of CDSL, immediately after the declaration of the result by the Chairperson or a person authorised by him in writing and communicated to the Stock Exchanges.

Annual Report 2020-21

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, SETTING OUT ALL THE MATERIAL FACTS RELATING TO SPECIAL BUSINESS:

Item No. 4

The Board had, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. R. A. Sankara Narayanan (DIN: 05230407) as an Additional Director (Non-Executive and Independent) of the Company with effect from April 03, 2021. Pursuant to the provisions of Section 161 of the Companies Act, 2013, he is holding office up to the date of this Annual General Meeting.

In terms of the provisions of Sections 149, 152, Schedule IV and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”), it is proposed to appoint him as an Independent Director of the Company to hold office for a period of five consecutive years from April 03, 2021, up to April 02, 2026 (both days inclusive). He shall not be liable to retire by rotation during this period.

In terms of the provisions of Section 164 of the Companies Act, 2013, he has submitted a declaration that he is not disqualified from being appointed as a Director of the Company along with his consent to act as such.

He has also submitted a declaration about his meeting the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. In the opinion of the Board, he fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management.

Draft letter of appointment setting out the terms and conditions of his appointment is available for inspection by the Members without any fees at the Registered Office of the Company between 11:00 a.m. and 01:00 p.m. on all working days except Saturday up to the date of the Annual General Meeting and same has also been uploaded on the Company’s Website i.e. www.centrum.co.in

In terms of the Regulation 36(3) of the Listing Regulations, a statement containing his brief resume, nature of expertise in specific functional areas, disclosure of relationships with other Directors, name of listed entities in which he holds the directorship along with the membership of Committees of the Board and shareholding in the Company is annexed to this Notice.

The Board considers that his continued association as an Independent Director will be of immense benefit to the Company. Accordingly, the Board recommends the Special Resolution set out at Item No. 4 for the approval of the Members.

None of the Directors and Key Managerial Personnel and their relatives except Mr. R. A. Sankara Narayanan, to whom the resolution relates, is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4.

By order of the Board of Directors, For Centrum Capital Limited

Place: Mumbai Date: June 22, 2021

Alpesh Shah Company Secretary

Annual Report 2020-21

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Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Directors seeking Appointment/Re-appointment in the 43[rd] Annual General Meeting

Name of the Director	Mr. Rajesh Nanavaty	Mr. R. A. Sankara Narayanan
Date of Birth/(Age)	19/08/1949	23/01/1960
Qualifications	B.Sc, Chemical Engineer	B.Sc, MA, CAIIB, PGDPM, PGDFM, MBA, DCP, DTIRM, BRM
Date of first appointment on the Board	November 28, 1997	April 03, 2021
Remuneration	Rs. 6,00,000/-(Sitting Fees)	-
Experience/Brief Profile	Mr. Rajesh Nanavaty is the Director ofV K Nanavaty Share & Stock Brokers Pvt. Ltd, a member of the Bombay Stock Exchange (BSE). Prior to that, he was with The Dharamsi Morarji Chemical Co. Ltd for over 20 years as a Corporate Planner. He has a Science degree from the University of Mumbai, and has a Bachelor's degree in Chemical Engineering from USA. He has also completed a course in Corporate Planning from the Indian Institute of Management (IIM), Ahmedabad.	Mr. R. A. Sankara Narayanan, aged 60 years, holds a post- graduate degree in Public Administration and has also done MBA in Finance, CAIIB, PGDPM, PGDFM, DTIRM, DCP and BRM. During his reign as Executive Director of Bank of India starting from May 2015, he had handled the treasury, corporate credit, recovery, risk management and compliance departments. He was also in-charge of the department’s namely international banking, retail, HR, IT, planning and finance. He has been appointed as Managing Director and Chief Executive Officer of Vijaya Bank in September 2017. He was designated as the MD and CEO of Canara Bank w.e.f. April 01, 2019, till his superannuation in January, 2020. Mr. R A Sankara Narayanan has been on the Board of the South Indian Bank India Limited since October 15, 2020
Terms and conditions of appointment / re-appointment	Appointed as a Director liable to retire by rotation.	Appointed as an Independent Directorfor a term ofa period of 5 years i.e. from April 03, 2021, up to April 02, 2026
Directorships held in other companies (excluding foreign companies) as on date	1. V K Nanavaty Share and Stock Brokers Private Limited 2. Centrum Wealth Limited 3. Centrum Broking Limited	The South Indian Bank Limited
Memberships / Chairpersonship of committees across companies (only Statutory Committees as required to be constituted under the Act considered)	A. Audit Committee 1. Centrum Wealth Limited 2. Centrum Broking Limited	A. Audit Committee 1. The South Indian Bank Limited B. Risk Management Committee 1. The South Indian Bank Limited (C)
Shareholding in the Company (Equity) as on March 31, 2021	95,500	NA
Relationship with other Directors / Manager / Key Managerial Personnel	NA	NA
Number of Board Meetings attended during FY 2020-21	5 out of 5	NA

For details pertaining to the remuneration last drawn, please refer the Corporate Governance Report forming part of Board’s Report.

By order of the Board of Directors, For Centrum Capital Limited

Place: Mumbai Date: June 22, 2021

Alpesh Shah Company Secretary

Centrum Capital Limited Annual Report 2020-21

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Collaborating For Progress

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1

What’s inside

Company Overview

Company Overview
Collaborating For Progress	1
Executive Chairman’s Message	2
At a Glance	6
Board of Directors	8
Our Journey	10
Key Developments	12
Corporate Information	18

Statutory Reports

Statutory Reports
Directors’ Report	19
Management Discussion and
Analysis	31
Business Responsibility Report	44
Corporate Governace Report	54

Financial Statements

Financial Statements
Independent Auditor’s Report (Standalone)	113
Standalone Balance Sheet	122
Standalone Statement of Profit and Loss	123
Standalone Cash Flow Statement	124
Notes Forming part of the Financial Statements (Standalone)	127
Independent Auditor’s Report (Consolidated)	194
Consolidated Balance Sheet	206
Consolidated Statement of Profit and Loss	207
Consolidated Cash Flow Statement	208
Notes Forming part of the Financial Statements (Consolidated)	212

To view Annual Report 2020-21 online, visit: https://www.centrum.co.in/

Centrum Capital Limited Annual Report 2020-21

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Collaborating For Progress

Unprecedented and Unimaginable are perhaps two words that best describe FY2021. The global economy was disrupted with changes as never before. The adverse impact of the Pandemic has been social, economic, political, psychological and at many more levels.

However, timely interventions by our Government and Regulators through loan moratoriums, stimulus packages and reduction in taxes and duties, brought much needed relief to the economy. In addition, Budget 2021 provided a booster dose by striking a good balance between maintaining investor sentiment, reducing fiscal deficit, boosting job creation and increasing Government spending. With a slew of key divestments in place, increase in FDI limits and an asset monetization pipeline, the Government has built up its arsenal for the next phase of economic growth.

authorities meticulously. The disruptions and setbacks brought by the pandemic led us to review our business strategies We analyzed each of our business verticals and made necessary changes, to efficiently service the changing market needs.

Our micro finance business completed it’s first international fund raise from Singapore based IIX and has now shifted focus on smaller retail ticket sizes. Our NBFC securitized its Supply Chain portfolio, by issuing Pass Through Certificates – an industry First. It now focusses exclusively on smaller ticket sizes and the MSME segment. The Housing Finance vertical raised equity capital from a fund managed by Morgan Stanley PE Asia and is now concentrating entirely on salaried, government employees. The Micro Credit business had a successful year, driven by geographic expansion and a wider product offering. The Investment Banking Teams closed multiple deals and assisted companies with their financial management. The Wealth Management Team’s AUA grew to over ` 25,000 crore.

At Centrum, FY2021 was about Resilience, Review, Revitalization and Relationships. During the extremely difficult year, we took all necessary steps to ensure the safety of our teams and adhered to guidelines specified by the

Our focus on outreach and partnerships in FY2021 has made us more resilient, stronger and strengthened our businesses. Moving ahead, FY2022 will continue to remain challenging, but we look ahead with cautious optimism and believe that being Proactive, Agile and Collaborating with the Right partners will help us move ahead stronger.

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Executive Chairman’s Message

In the past few years, we successfully completed three significant acquisitions, raised equity capital in many of our verticals, established a PAN India and International presence offering a diversified basket of services, seeded lending businesses that have grown profitably and a robust [“] AIF platform.

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Jaspal Singh Bindra
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Dear Shareholders,

As I sat down to write this message, I took a few minutes to look back on my 5 years as Executive Chairman of our diversified and rapidly growing Group. It has truly been an exciting, satisfying and rewarding journey for me. Taking over an established business, founded by my friend and partner Chandir Gidwani with Khushrooh Byramjee in 1997 and built painstakingly over two decades, was not going to be easy. However, with our highly capable and committed teams and guidance & support of our Chairman Emeritus and Board members, partners and other stakeholders, we have been able to achieve a lot, expanded and acquired many learnings. We are today a valuable franchise with a balanced mix of Fee and Lending businesses servicing Institutions and Individuals across the country and overseas too. And there is so much more to do !!

In the past few years, we successfully completed three significant acquisitions, raised equity capital in many of our verticals, established a PAN India and International presence offering a diversified basket of services, seeded lending businesses that have grown profitably

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Centrum Capital Limited Annual Report 2020-21

and a robust AIF platform. Changing market conditions with opportunities and challenges to growth, led us to divest and relook at some of our businesses. We exited our well established, national Money Exchange business in 2018 and implemented strategic changes in our other businesses.

Dear Shareholders, FY2020-21 has been a very challenging year for all of us. The Pandemic has had a very significant impact on lives, livelihoods and businesses. Lockdowns and extended work from home schedules, have had an adverse impact on growth. As the second wave of Covid unfolded, it brought untold misery on many. However, Moody’s Investors Service and other Financial Industry experts predict that the economic impact of the second wave will be less severe than last year and is likely to be limited to the April – June quarter. Moody’s has revised it’s estimate of fiscal growth for FY 2021-22 to 9.6 %. With states now easing restrictions, economic activity should pick up in the second half of the year as the vaccination pace picks up. However, the growth is likely to be patchy and uneven. With predictions of a possible third wave, our focus continues to be on the health and safety of our teams and their families. The commitment and dedication of every Centrumite during the past months, has helped our businesses overcome challenges, maintain close interaction with clients, while simultaneously work on building new relationships.

I now share with you the highlights of your Company’s performance in FY2020-21.

` 25 000 crore ,

Our Wealth business AUM

Fee based businesses – Growth driven by Financial & Business Advisory, Comprehensive suite of Wealth Management Services, Increased Trading Volumes and Capital Raising for Industry

Despite limited action in the capital markets, our Investment Banking teams fared well, driven by greater client outreach. The Equity Capital Markets and Infrastructure Advisory teams, together closed eleven deals, which included the Buyback offer of Motilal Oswal Financial Services Ltd, Pricol Limited’s Rights Issue and Capital Raise for DRN Infrastructure, Blu Smart Mobility and Golden Hatcheries, amongst others. Taking advantage of the revival in Loan and Bond markets, our revamped Debt Syndication team worked closely with our NBFC and closed several transactions of project finance, refinance and OTS. Both teams have a strong pipeline of transactions in FY2021-22

With markets rising to all time highs and an increased need for private growth capital, our Wealth business saw greater traction in PMS and Equity Advisory services along with rise in issuances of NCDs and MLDs. Presently, It manages an AUM of over ` 25,000 crore, a significant increase over last year. The Family Office business recorded healthy growth, acquiring marquee clients and expanding service offerings in succession planning, family business structuring and tax advisory. The Insurance Broking business which largely caters to Centrum’s Wealth clients, was merged with the Wealth business for greater synergy. A sharp focus on growth and improving operational efficiencies through increased use of technology in servicing clients, led to prestigious recognitions from respected Industry platforms such as Private Banker International and The Economic Times.

Our Institutional and Retail Broking teams faced headwinds during the first half of the year, due to volatility in markets. Challenging market conditions drove us to scale down our services of underwriting credit and risk. We consolidated dealing operations at fewer centres, focused largely on servicing domestic and international Institutions and cross leveraging relationships with Wealth clients. As the situation improved and markets rebounded, volumes grew significantly. We increased the stocks under our coverage and strengthened our sales and research teams. We also played a key role in bringing corporates and investors together by hosting several focused investor conferences, which were well received.

The Alternative Investments vertical manages our Private Equity and Structured Credit portfolios. Owing to an increased demand for private capital, our credit fund made two new investments. We are bullish on the AIF space and are in advanced discussions with a UK based asset management company to jointly launch a new alternative investment fund. With deposit rates low, we see good potential for higher investments from HNIs and Family offices.

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Executive Chairman’s Message

Lending Businesses – Cautious on Fresh Disbursals, Focused on Risk Management & Governance

During the year, our lending businesses of Affordable Housing, Supply Chain, MSME and Micro Finance faced liquidity pressures with some clients opting for moratoriums. However, we took several steps to remain well capitalized and were able to meet all our obligations on time. We remained cautious in making fresh disbursements and instead focused on improving our risk management practices and interactions with clients to ensure robust collections. Our overall Loan book growth remained flat and stands at approximately 2,000 crore. Through our lending businesses, we now offer loans starting from 10,000 to micro finance clients and going up to ` 2 crore for corporates. We believe that our chosen client and geographic segments have ample growth potential.

Our Affordable Housing Finance business received a PE infusion of ` 190 crore from a fund managed by Morgan Stanley in March 2020. With sufficient liquidity available we continued to grow organically, albeit cautiously and focused exclusively on salaried and Government employees. We established a presence in Uttar Pradesh and now operate in seven states. In-organic growth opportunities were also explored. We see a big opportunity in the low to middle income segment in tier 2 & 3 cities, driven by lower interest and stamp duty rates and support extended by the Government through its various initiatives. Our efforts will be to service more and more home buyers in these markets.

Our NBFC re-worked its strategy to focus on loans with smaller ticket sizes catering to MSMEs and Supply Chain Finance and reduced its exposure to large ticket loans. This resulted in the loan book contracting by size, however it was a deliberate attempt to keep the book

“

Through our lending businesses, we now offer loans starting from 10,000 to micro finance clients and going up to 2 crore for corporates. We believe that our chosen client and geographic segments have ample growth potential.

granular. To maintain a healthy liquidity position and manage our ALM, we successfully securitized ` 50 crore of our Supply Chain Finance book by issuing Pass Through Certificates to HNIs, Family Offices and Corporate Treasuries. This transaction structure is an Industry first with several innovations embedded in the issuance. Additionally, we entered into new relationships with several PSU banks to extend credit facilities. With bulk of our MSME business now digitized, business sentiments improving and incentives given by the Government to boost manufacturing in India, we expect greater business traction.

The Micro Finance vertical completed its maiden international fund raise from Singapore’s IIX’s Women Livelihood Bond 3 and also its first fund raise through Non-Convertible Debentures (NCDs), which was subscribed by a large PSU Bank amongst other entities. It diversified its product offerings by launching three new products. Additionally, the business partnered Fintech Major – PayNearby to offer Unsecured Business Loans to their Retail Partners. This is the second Fintech tie-up done by the business.

Financial Performance

Our Standalone Revenue increased Y-o-Y by 76% to 55.78 crore whereas consolidated revenue stood at 513.14 crore. Owing to the pandemic and subsequent slowdown in operations, our profitability was impacted.

Centrum Foundation – Helping To Improve

the Lives of the Under-Served

Dear Shareholders, while we continue to grow our businesses with the utmost transparency and high standards of corporate governance, we believe that it is equally important for us to participate in improving the lives of underserved fellow Indians. The Centrum Foundation undertakes several initiatives under the overall platform of “Health, Nutrition and Well Being of the Underserved.”

The pandemic and it’s subsequent waves have had a significant impact on the lives and livelihoods of many citizens. The weaker sections of Society were most impacted, suffering from reduced incomes, lack of groceries & essentials and medical support.

Through our ‘Feed the Needy’ program, we provided over 2 lakh nutritious meals to migrant workers and slum dwellers. Additionally, with the support of the Micro Finance team, we leveraged our branch network to supply over 25 tonnes of food grains and other

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Centrum Capital Limited Annual Report 2020-21

essential supplies in several areas affected by cyclones and floods.

Under our Healthcare and Well-being initiative, we sponsored Cochlear implants of 8 hearing impaired under-privileged children. These children below of 5 years of age, belong to poor and marginalized families. Surgery at an early age, helped restore their hearing and enabled them to start attending school, paving the way for them to lead a normal life. We also donated Wheel chair lifts to Queen Mary’s Technical Institute (QMTI), Pune, to facilitate the easy movement of differently abled soldiers of the Indian Army, Navy, Air Force, BSF and other Central Paramilitary Forces.

The Foundation has also procured Oxygen Concentrators for use by Centrum Group staff and their families as and when needed.

Our support to old age homes and meals to families of Cancer patients being treated at the Tata Memorial Hospital continues.

Caring for our Extended Family Members

We undertook a number of initiatives for the well-being and safety of our employees and their families. Well before the lockdowns were announced, we put most of our staff on Work from Home. Only those in essential service functions attended office, that too with strict guidelines. Regular checks were done on the mental and physical health of teams. We arranged online counselling sessions, set up testing centres in our office premises and even tied up with a large hospital to sponsor vaccines for all our members and their families. In addition, a special Vaccination camp was arranged at our corporate office in Mumbai to provide vaccinations to staff and their families.

FY2022 – The Path Ahead …

“

The Reserve Bank of India issued an Inprinciple approval to Centrum Financial Services Limited, our established and profitable NBFC to set up a Small Finance Bank (SFB). BharatPe, one of India’s fastest-growing Fintech companies, will partner us in this new venture.”

Bank (SFB). BharatPe, one of India’s fastest-growing Fintech companies, will partner us in this new venture.

The RBI’s in-principle approval is a validation of our proven expertise in financial services and BharatPe’s Digital Leadership, both essential for setting up a New Age Bank. The SFB will be guided by the directions and timelines of the RBI on the amalgamation of Punjab & Maharashtra Co-Operative Bank.

FY2022 will continue to remain challenging, in spite of a more optimistic outlook for the second half. The pandemic has tested us in many ways - the resilience of our businesses, the agility of our operations and teams, our ability to adapt and our financial strength. At Centrum, we have put in considerable time and effort to review our business strategies and streamline operations to be better prepared for the vagaries of a fast changing world. We move ahead with cautious optimism, but inspired and excited.

I would like to take this opportunity to thank every Centrumite, our clients, investors, regulators, Board members, and above all you dear shareholders for the continued trust and confidence in the Centrum Group. We look forward to your continued support in our journey of creating long term value for all stakeholders.

With Best Wishes,

Jaspal Singh Bindra

As I come to the end of my message it gives me great pleasure to share that on 18[th] June, 2021, The Reserve Bank of India issued an In-principle approval to Centrum Financial Services Limited, our established and profitable NBFC to set up a Small Finance

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At a Glance

About Us

Founded in 1997, Centrum is a wellrespected Financial Services Group, with diversified fee businesses and a rapidly growing lending platform for institutions and individuals.

Our Institutional services include Investment Banking, Mid-corporates & SME credit and Broking to FIIs, Pension Funds, Indian Mutual Funds, Domestic Institutions etc.

We also provide MSME credit, Wealth Management Services to HNIs and Family Offices, Affordable Housing finance in tier 2 & 3 cities, Micro Finance loans and Retail Broking. Our Asset Management business offers funds across Private Debt and Venture Capital.

We have a strong leadership team of seasoned experts with a successful track record. We are a PAN India Group operating out of 106 cities and an international presence in Singapore.

Key Highlights

as on 31[st] March 2021

106

Market Capitalisation

Cities

184

BSE :[` ] 1 169.05 Crore ,

Offices

1 526 ,

NSE :[` ] 1 171.13 Crore ,

Team Size

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Centrum Capital Limited Annual Report 2020-21

Our Businesses

Centrum offers seven distinct services to institutional and individual clients. Its strong group ecosystem enables cross-leveraging client relationships and cross-selling multiple services.

Fee Based Businesses

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Investment Banking
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Wealth
Stock Broking
Alternative Investment
Management
Micro Finance
SME & MSME Finance
Affordable Housing
Finance
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Lending Businesses
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Board of Directors

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Chandir Gidwani
Founder & Chairman
Emeritus
Mahakhurshid Byramjee
Non-Executive Director
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Ramchandra Kasargod
Kamath
Non-Executive Director
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Anjali Seth
Non-Executive
Independent Director
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Jaspal Singh Bindra
Executive Chairman
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Rishad Byramjee
Non-Executive Director
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Rajesh Nanavaty
Non-Executive Director
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Manmohan Shetty
Non-Executive
Independent Director
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Centrum Capital Limited Annual Report 2020-21

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Narayan Vasudeo Sankaranarayanan
Prabhutendulkar Radhamangalam
Non-Executive Anantharaman
Independent Director Non-Executive
Independent Director
(Appointed on
3 [rd] April, 2021)
Rajasekhara Reddy Rajesh Kumar Srivastava
Non-Executive Non-Executive
Independent Director Independent Director
Subrata Kumar Subhash Kutte
Atindra Mitra Non-Executive
Non-Executive Independent Director
Independent Director
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Our Journey

Key Milestones

From a boutique organisation founded in Mumbai, Centrum today operates in 106 cities in India, has a strong workforce of 1,526 employees and provides diversified fee based and lending services.

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� Started
Centrum Wealth
Management
to offer
holistic Wealth
Management
and Portfolio
� Launched Forex Business in
the Middle East Management
Services
� Founded by Chandir
Gidwani and Late
Khushrooh Byramjee
� Commenced Forex and
Merchant Banking Business
� Launched Institutional
Broking Business
� Commenced Project
Finance Business
2011
2003
1997
2006
2001
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Centrum Capital Limited Annual Report 2020-21

• Launched centrumforex. com, an online portal to buy and sell foreign exchange and prepaid travel currency cards

• Received Direct Insurance Broking License from IRDAI

• Launched Micro Finance vertical and acquired FirstRand Bank India’s Micro Finance portfolio

  • Launched Maiden Structured Credit Fund

  • Acquired the Business Operations of Altura Financial Services

  • Commenced Operations in Singapore

    • Morgan Stanley’s PE Fund invested ` 190 crore in our Housing Finance Business

    • NBFC vertical raised

      • ` 50 crore by securitising its Supply Chain dealer and a part of the vendor financing book by issuing PTCs

• Commenced � Successfully operations in monetised the Money Insurance Distribution, Exchange business SME Finance, (CentrumDirect) by Housing Finance and selling it to Atlanta launched our maiden based, NASDAQ listed – Private Equity fund – Ebix Inc Kalpavriksh

• Acquired L&T Finance’s Supply Chain Finance Loan Book of ` 650

� Entered into a strategic alliance with Doha Bank to offer the bank’s clients our Forex, Wealth Management and Investment Banking Services

crore

� Micro Finance Business raised US$ 5.55 million debt from Singapore-based impact investing and sustainability organisation Impact Investment Exchange (IIX)

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Key Developments

FY2021 – A year of resilience, review, revitalisation and relationships

The events of FY2021 – the pandemic, resulting economic downturn and hardships made many of our businesses face headwinds. The disruptions and setbacks brought by the pandemic led us to closely review our strategies for each business, so as to synergistically cross leverage strengths between business verticals for greater efficiencies and client delight.

We closely examined our processes, collaborated internally and externally to bring strength and progress, through investments into our businesses, showcasing our research capabilities and associations with social organisations through Centrum Foundation, to bring much needed relief to the underserved during the year’s various disasters.

While each business in the Group operates as an independent entity our teams extended themselves to take on additional responsibilities to support colleagues from other teams impacted by the pandemic. Our Insurance team merged its operations with the Wealth team, to efficiently provide this additional service to our Wealth clients. The Investment Banking teams worked closely with our NBFC to provide services to Corporates in their financial management. Centrum Microcredit leveraged its branch network and worked closely with the Centrum Foundation to provide food grains and relief material to cyclone and flood hit victims across India.

The following pages capture a glimpse of the key developments during the year.

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Fee Based Businesses Lending Businesses Corporate Citizenship
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Centrum Capital Limited Annual Report 2020-21

Fee Based Businesses

Successful Deal Closures

Our Equity Capital Markets, Infrastructure Advisory & Debt Syndication teams worked closely to advise marquee clients in their Capital Raising and Business Advisory Plans.

Equity Capital Markets & Infrastructure Advisory

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Motilal Oswal Pricol Satin Creditcare DRN Blu Smart Financial Services Limited Network Infrastructure Mobility Successfully closed We were the Sole We Advised Satin Raised 2,350 Raised the Buyback Offer lead managers to Creditcare Network million from approximately of 1,200 million the 810 million Ltd for their Rights a leading US$ 7 million from a by Motilal Oswal Rights Issue. Issue of 1,200 infrastructure group of marquee Financial Services million. focussed financial investors. Limited. institution. Debt Syndication Project Finance Refinance OTS Plasmagen Biosciences Private Limited - 900 million PMV Nutrient Products Private Bergner (HK) Ltd - Limited - 200 million USD 25 million Shri Gangajali Education Society - ` 1,800 million

Debt Syndication

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Centrum Broking Upgrades Online Trading Portal Aero

As digitisation in stock trading drew more people online, our Broking team revamped its trading portal – Centrum Aero. It now provides an upgraded and seamless interface making trading and investments very quick and easy. Additionally, clients can view insights by our Market experts on top stocks and buzzing sectors, when planning their investments.

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Key Developments

Fee Based Businesses contd...

Industry Outreach

Investor Conferences

As physical meetings with clients were difficult, our Institutional Broking and Investment Banking teams hosted virtual Investor conferences and webinars. This helped to bring industry and investors on a common platform to exchange ideas and seize opportunities.

Punarutthan – The Resurgence

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In October 2020 markets started rebounding and scaling fresh highs. The Institutional Broking team hosted its first virtual Investor Conclave. “Punarutthan – The Resurgence,” which saw 130+ corporates and 200+ clients engage in discussions over 20 days – a first in the industry. Companies such as SBI, RIL, ITC and Wipro were amongst the blue chip corporates that participated.

Nakshatra – The Shining Stars

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While large caps had rallied significantly, mid & small caps were still fairly undervalued. In March 2021, out team hosted “Nakshatra – The Shining Stars” that showcased mid cap stocks with strong fundamentals, sound growth plans and professional Managements - all factors that could take them to the large cap league. Over 100 Corporates and 200+ Clients participated.

Thought Leadership Sessions

• The Equity Capital Markets Team addressed challenges faced by BFSI, Auto and Retail Consumption sectors due to the lockdown. Senior industry leaders, including our Executive Chairman – Jaspal Singh Bindra shared their views on the impact on the economy, restarting the demand cycle and Government initiatives.

• The Debt Team hosted a session on Corporate Loans Restructuring, a very important and much debated topic during the lock down.

All the webinars were well received by Investors, Corporates and Participants.

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Centrum Capital Limited Annual Report 2020-21

Fee Based Businesses contd...

Awards & Recognitions

Our Wealth & Private Banking vertical - Centrum Wealth received industry recognitions for its performance during the year.

The business was selected by Private Banker International (PBI) for two prestigious awards at the 30[th] Annual Private Banker International Global Wealth Awards 2020.

• Best Family Office Platform

• Outstanding Wealth Management Service for the Affluent

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Additionally, In March 2021 the vertical was recognized as the Best BFSI Brand by The Economic Times.

These awards are a validation of our commitment to provide a superior customer experience and our continuous efforts to raise the bar.

Lending Businesses

Centrum Microcredit raised US$5.55 million from IIX, Singapore

In December 2020, our Micro Finance team completed their first international fund raise. The business raised US$5.55 million (about ` 41 crore) debt from Singapore-based impact investing and sustainability organisation Impact Investment Exchange (IIX). The funds will be used to provide financial assistance to women entrepreneurs. This initiative is a step forward in the business’ vision of creating a positive, social and economic impact on the lives of low-income households and specially women entrepreneurs.

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Key Developments

Lending Businesses contd...

Successful closure of PTCs

With fund raising getting increasingly difficult for NBFCs, our team successfully securitized ` 50 crore of the Supply Chain dealer financing (SCF) and vendor financing book. A Special Purpose Vehicle to house a select portfolio of high credit quality SCF loans was created, which inturn raised capital by issuing Pass Through Certificates to HNIs, Family Office Treasuries and MSME Corporate Treasuries. The SPV got a CRISIL A1+ (SO) rating, which is the highest for a PTC.

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Centrum Microcredit Launched Two New Products

Our fast growing Micro Finance business widened its range of services and added two new products to its portfolio.

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----- Start of picture text -----

SVANidhi Loans Aarogya Dhara
----- End of picture text -----

An initiative under the Ministry of Housing and Urban Affairs, Government of India to provide financial assistance of up to ₹10,000 to street vendors and micro entrepreneurs.

Wash Loans - In collaboration with Water.org, the Business launched its clean water and sanitation loan product – Wash Loans, that is, financial assistance for access to safe water and sanitation.

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Centrum Capital Limited Annual Report 2020-21

Corporate Citizenship

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At Centrum, we have always believed that in addition to managing and growing our businesses with the highest standards of transparency and corporate governance, we should contribute to improving the lives of the not so fortunate in the country. The Centrum Foundation was deeply moved by the trauma of millions who lost their livelihoods due to COVID-19 and undertook a number of initiatives to bring relief to them.

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Feed The Needy

We distributed cooked meals to migrants and daily wage workers and over 100 tonnes of groceries and essentials.

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Cyclone Relief

Cochlear Implants

As the nation was Cochlear implants reeling under the restore hearing effects of COVID-19, two impairment in children Cyclones – Amphan and who are born deaf, but Nisarga wreaked havoc are expensive and hence in West Bengal, Odisha, children from poor Maharashtra and families are unable to Gujarat, further adding get them. We supported to the woes of the less the surgeries of eight fortunate. With support more children this year of our Micro Finance from marginalised Team, we distributed families and restored food grains and relief their hearing. material to families in the affected areas.

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Sanitary Napkin Vending Machines

Girl students in rural areas lack access to basic hygiene facilities. This became even more difficult after the cyclones and lock downs. We donated Sanitary Napkin Vending Machines to 10 educational institutions in badly affected areas in the Konkan Region areas.

Our Response to COVID-19

We undertook several measures to ensure that our teams remained safe and work continues close to normal. While employees ‘Worked from Home’, they were encouraged to ‘Learn from Home’ and ‘Exercise from Home’ to keep fit and improve their skills. As the situation improved and offices re-opened, staggered schedules were planned to ensure adequate distancing and adherence to protocols.

Virtual physical fitness challenges were organized to keep teams motivated and fit while working from home.

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Additional initiatives:

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Complimentary vaccinations for all eligible employees & their spouses.

Efficient and prompt support from IT team to facilitate Work from Home and Online initiatives.

Online medical consultation through virtual sessions with DocOnline.com for our teams.

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Corporate Information

Board of Directors

Chandir Gidwani Founder & Chairman Emeritus

Jaspal Singh Bindra Executive Chairman

Mahakhurshid Byramjee Non-Executive Director

Rishad Byramjee Non-Executive Director

Ramchandra Kasargod Kamath Non-Executive Director

Rajesh Nanavaty Non-Executive Director

Anjali Seth Non-Executive Independent Director

Manmohan Shetty Non-Executive Independent Director

Sankaranarayanan Radhamangalam Anantharaman

Non-Executive Independent Director (Appointed on 3[rd] April, 2021 )

Narayan Vasudeo Prabhutendulkar Non-Executive Independent Director

Rajasekhara Reddy Non-Executive Independent Director

Registered Office

Bombay Mutual Building, 2[nd] Floor, Dr. D.N. Road, Fort, Mumbai-400001

Tel: 022-2266 2434 Fax: 022-2261 1105 Website: www.centrum.co.in E-Mail: cs@centrum.co.in

Corporate Office

Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai-400098

Tel.: 022-4215 9000 Fax No.: 022-4215 9940

Registrar and Share Transfer Agents

Link Intime India Private Limited C–101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai-400 083

Tel. No.: 022 – 4918 6000 Fax No.: 022 – 4918 6060 Website: www.linkintime.co.in E-Mail: mumbai@linkintime.co.in

Bankers

Rajesh Kumar Srivastava Non-Executive Independent Director

Subrata Kumar Atindra Mitra Non-Executive Independent Director

Subhash Kutte Non-Executive Independent Director

Chief Financial Officer

Sriram Venkatasubramanian

Company Secretary

Alpesh Shah

City Union Bank Limited Federal Bank Limited Bank of Baroda Limited HDFC Bank Limited

Statutory Auditors

M/s. Haribhakti & Co. LLP Chartered Accountants

705, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059

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Centrum Capital Limited Annual Report 2020-21

Statutory Directors’ Report

Dear Members,

Your Directors have pleasure in presenting the 43[rd] Annual Report and Audited Accounts of the Company for the Financial Year ended March 31, 2021.

Financial Highlights

The summarized performance of the Company for the Financial Year 2020-21 and 2019-20 is given below:

|Particulars|Centrum Capital Limited
(Standalone)|Centrum Capital Limited
(Standalone)|(_in Lakhs)_<br>**Centrum Capital Limited**<br>**(Consolidated)**|_(_in Lakhs)
Centrum Capital Limited
(Consolidated)|
|---|---|---|---|---|
||2020-21|2019-20|2020-21|2019-20|
|Net revenue from operations|2,640.40|1,509.54|47,567.37|44,812.35|
|Net Gain/Loss on Fair value change|406.35|(186.24)|2,214.01|1,218.32|
|Add: Other operatingincome|567.51|364.00|240.53|952.75|
|Total revenue from operations|3,614.25|1,687.30|50,021.91|46,983.42|
|Other Income|1,964.41|1,479.70|1,292.62|1,064.42|
|Total Income|5,578.66|3,167.00|51,314.53|48,047.84|
|Total expenditure before finance cost, depreciation & Exceptional
items and taxes and impairment of financial assets|2,957.29|4,249.70|27,054.85|32,632.46|
|Profit (Loss before finance cost, depreciation, exceptional
items and taxes and impairment of financial assets|2,621.38|(1,082.70)|24,259.68|15,415.41|
|Impairment of Financial Assets|24.69|109.91|1,697.43|(942.79)|
|Profit (Loss)before finance cost, depreciation, exceptional
items and taxes|2,596.69|(1,192.61)|22,562.26|16,358.33|
|Less: Finance costs|2,877.82|2,404.24|23,842.87|19,887.71|
|Profit/(Loss)before depreciation,exceptional items and taxes|(281.13)|(3,596.85)|(1,280.62)|(3,529.51)|
|Less: Depreciation|217.09|264.56|1,919.21|2,003.16|
|Profit before exceptional items and taxes|(498.22)|(3,861.41)|(3,199.83)|(5,532.67)|
|Add/(Less): Exceptional items|-|6,258.00|-|6,798.76|
|Profit/(Loss) before taxes|(498.22)|2,396.59|(3,199.83)|1,266.09|
|Less: Provision for current taxation|21.63|30.00|562.86|270.95|
|Less: Provision for Income Tax for earlier Years|233.21|(599.57)|501.75|(830.01)|
|Less: Provision for deferred taxation and MAT|149.33|41.46|(83.57)|1,753.58|
|Profit/ (Loss) after taxes available for appropriation.|(902.41)|2,924.70|(4,180.85)|71.57|
|Total Other Comprehensive Income/(Loss)|(21.91)|(13.77)|(54.54)|(34.32)|
|Add: Share in Profit/(Loss)of Associates|-|-|-|-|
|Less: MinorityInterest|-|-|489.16|(1,373.19)|
|Balance to be carried forward|(924.32)|2,910.93|(4,724.55)|1,410.45|

Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

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Statutory

(contd.) Directors’ Report

Consolidated Financial Statements

As per Regulation 33 of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013 (“the Act”), read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2020-21, have been prepared in compliance with applicable IND AS and on the basis of Audited Financial Statements of the Company, its Subsidiaries and Associate Companies, as approved by the respective Board of Directors. In accordance with the applicable IND AS 110 on Consolidated Financial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2021, are provided in the Annual Report.

A statement containing the salient features of the Financial Statements of each of the Subsidiaries and Associate in the prescribed Form AOC-1 is annexed as Annexure A.

The Company shall provide free of cost, the copy of the Financial Statements of its Subsidiary and Associate Companies to the Shareholders upon their request. The statements are also available on the website of the Company www.centrum.co.in

The consolidated net profit of the Company and its Subsidiaries amounted to (4180.85) Lakhs for the Financial Year as compared to 71.57 Lakhs for the previous year.

Business Overview & Future Outlook

A detailed business review & future outlook of the Company is appended in the Management Discussion and Analysis section of Annual Report.

Sale of Centrum REMA LLP

The Company has divested its capital and retired from partnership in Centrum REMA LLP with effect from February 18, 2021.

Share Capital

During the Financial Year under review, there has been no change in the authorized as well as paid-up Share Capital of the Company.

Debentures

During the Financial Year under review, the Company issued 22,152 Market Linked Debentures amounting to 26,204.29 Lakhs (including premium) and redeemed 4,982 Market Linked Debentures amounting to 4,982.00 Lakhs.

Credit Rating

Centrum Capital Limited NCD issue of ` 100 crores has been assigned a rating of BWR PPMLD BBB (Pronounced BWR Principal Protected Market Linked Debentures Triple B) (Outlook: Stable).

Debenture Trustees

Debenture Trustee Agreements are executed between Centrum Capital Limited and Beacon Trusteeship Limited and Vistra ITCL (India) Limited for NCDs issued by the Company on private placement basis.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2020-21. Annexure B.

Business Responsibility Report

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance and a Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of this Annual Report. Annexure C.

Transfer to Reserves

No amount has been transferred from Profit and Loss Account to Reserves. 76.95 Lakhs are being transferred from Share Outstanding Option Account to General Reserve. 1,245.50 Lakhs are being transferred from Debenture Redemption Reserve to General Reserve.

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Centrum Capital Limited Annual Report 2020-21

Statutory (contd.) Directors’ Report

Dividend

After taking into consideration the impact of the pandemic on the economy and the need therefore to conserve resources, your Directors do not propose any dividend for the Financial Year 2020-2021.

Number of Meetings of the Board and its Committees

The details of the Meetings of the Board of Directors and its Committees, convened during the Financial Year 2020-2021 are given in the Corporate Governance Report, which forms part of this Report.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of the Report.

In the wake of COVID-19 outbreak, Government decided lockdown across Maharashtra from April 12, 2021 and shut down all the non-essential business activities to contain the spread of COVID-19 in the Country. Accordingly, the Company complied with the Government guidelines and shut down its branches and business units across India with effect from April 12, 2021, during the period of lock down. Thereafter, the Company partially opened its branches and resumed operations in compliance with the directions of Government Authorities. The Company is hopeful and confident that the measures taken by the Government will help to contain the spread of COVID-19. There has been no change in the nature of business of your Company. No significant or material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company’s operations in future.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required the Board as a whole and its individual members with the objective of having a Board with a diverse background and rich experience in business. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The Policy regarding the same is provided in Annexure E to this Report.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as set out in Annexure F , which forms part of this Report.

Corporate Governance Report

At Centrum, we ensure that we evolve and follow corporate governance guidelines not just to boost long-term shareholder value, but also to respect minority interest. We consider it our responsibility to disclose timely and accurate information regarding financial, business performance and governance of the Company.

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report. Annexure D

Listing Fees

The Company’s equity shares are listed on BSE Limited and National Stock Exchange of India Limited and the Company has paid listing fees up to the Financial Year 2021-2022.

Familiarisation Programme for Independent Directors

In terms of SEBI Listing Regulations, the Company is required to familiarize its Independent Directors with their roles, rights and responsibilities in the Company etc., through interactions and various programmes.

The Independent Directors are also required to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company in terms of Schedule IV of the Companies Act, 2013.

The details on the Company’s Familiarization Programme for Independent Directors is available at the Company’s website www.centrum.co.in

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Statutory

(contd.) Directors’ Report

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, read with the Rules issued there under and the SEBI Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/Committees was carried out.

The criteria applied in the evaluation process are detailed in the Corporate Governance Report, which forms part of this Report. In a separate Meeting of the Independent Directors, evaluation of the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was done after taking into account the views of the Executive and Non-Executive Directors.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that, they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013, read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI Listing Regulations (including any statutory modification(s) or re– enactment(s) for the time being in force).

Independent Directors’ Meeting

A Meeting of Independent Directors was held on March 30, 2021, as per schedule IV of the Companies Act, 2013.

Directors and Key Managerial Personnel

Induction

The Board of Directors vide circular resolution on April 03, 2021, subject to the approval of the Shareholders in the General Meeting appointed Mr. Sankaranarayanan Radhamangalam Anantharaman (DIN: 05230407), as an Additional Director (Non-Executive Independent Director) of the Company for a period of 5 years with effect from April 03, 2021, on terms of remuneration as recommended by the Nomination and Remuneration Committee. Mr. Sankaranarayanan Radhamangalam Anantharaman holds office until the ensuing Annual General Meeting and is eligible for appointment. A proposal to appoint Mr. Sankaranarayanan Radhamangalam Anantharaman as a Non- Executive Independent Director of the Company for a period of 5 consecutive years from April 03, 2021 not liable to

retire by rotation is being placed in the ensuing Annual General Meeting for approval of the Members.

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh Nanavaty (DIN:00005076) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks re-appointment. The Board has recommended his re-appointment.

Information pursuant to Regulation 36(3) of the SEBI Listing Regulations with respect to the Directors seeking Appointment/Re-appointment is appended to the Notice convening the ensuing Annual General Meeting. The Board recommends their Appointment/ Reappointment.

Resignation

Due to preoccupation, Mr. Tejendra Mohan Bhasin, Non-Executive Independent Director of the Company resigned from the directorship of the Company with effect from October 09, 2020.

The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr. Sriram Venkatasubramanian is the Chief Financial Officer of the Company and Mr. Alpesh Shah is the Company Secretary of the Company.

Disclosure under Section 197(14) of the Act.

The Executive Chairman of the Company has not received any commission from its holding or subsidiary companies.

Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re– enactment(s) for the time being in force), the Directors of the Company confirm that:

• (a) in the preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable IND AS and Schedule III of the Companies Act,

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Centrum Capital Limited Annual Report 2020-21

Statutory

(contd.) Directors’ Report

2013 (including any statutory modification(s) or re– enactment(s) for the time being in force), have been followed and there are no material departures from the same;

• (b) the directors have selected such accounting policies and applied them 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 your Company as at March 31, 2021 and of the profit and loss of the Company for the Financial Year ended March 31, 2021;

• (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re–enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• (d) the annual accounts have been prepared on a ‘going concern’ basis;

• (e) proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

• (f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

2	Mr. Rishad Byramjee	Non-Executive Director	Member
3	Mr. Narayan Vasudeo Prabhutendulkar	Independent Director	Member

The recommendations of Audit Committee given from time to time were considered and accepted by the Board.

Contracts/Arrangement with Related Party

In line with the requirements of the Act, your Company has formulated a policy on Related Party Transactions, which describes the transactions requiring requisite approvals and requirements of appropriate reporting and disclosure of transactions between the Company and its related parties. The said policy has also been uploaded on the Company’s website www.centrum. co.in

All Related Party Transactions that are entered into by the Company are placed before the Audit Committee for review and approval, before approval by Board, as per requirements of Section 188 of the Act. Though, there were certain Material Related Party Transactions entered into by the Company in its ordinary course of business and on an arms’ length basis reviewed and approved by Audit Committee and Board from time to time are disclosed in the Form AOC-2 and are provided in Annexure G to this Report.

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process and ensure accurate and timely disclosures with the highest levels of transparency and integrity and quality of financial reporting.

The Committee met 4 (Four) times during the period under review. The details are given in the Corporate Governance Report that forms part of this Report.

As on March 31, 2021, the composition of the Audit Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Subhash Kutte	Independent Director	Chairman

Internal Financial Control and Adequacy

The Company has put in place adequate policies and procedures to ensure that, the system of Internal Financial Control is commensurate with the size and nature of the Company’s business.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with Company’s policies.

Risk Management Policy

The Company has a Risk Management Charter and Guidelines in place, which identifies all material risks faced by the Company.

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Statutory (contd.) Directors’ Report

Due to volatility in the financial markets, the Company is exposed to various risks and uncertainties in the normal course of business. Since volatility can impact operations and financials, the focus on risk management continues to be high.

Centrum’s risk management strategy has product neutrality, speed of execution, reliability of access and delivery of service at its core. Multiple services and diverse revenue streams, enable the Company to ensure continuity in offering customized solutions to suit client needs at all times.

Conservation of Energy, Technology Absorption, R & D Efforts and Foreign Exchange Earnings and Outgo

Conservation of Energy

The Company’s operations call for nominal energy consumption cost and there were no major areas where conservation measures could be applied on. However, the Company is making continuous efforts to conserve energy and optimize energy consumption practicable by economizing the use of power.

Technology Absorption and R & D Efforts

The Company has always been using the latest technology available in the industry. Accordingly, efforts are made to maintain and develop the quality of products to meet the expectations of the market.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year under review was 112.91 Lakhs and 98.15 Lakhs respectively as compared to 402.83 Lakhs and 144.97 Lakhs respectively.

relevant documents and separate Audited Financial Statements in respect of subsidiaries and Associates, are available on the website of the Company www. centrum.co.in

• The Company does not have any Joint Venture

During the Financial Year under review, the following capital transactions were undertaken:

Investment/Disinvestment in Subsidiary/Stepdown Subsidiary/Associates:

The Company has invested 500 Lakhs in Preference Shares of Centrum Microcredit Limited, and 128.09 Lakhs in Equity Shares of Centrum International Services Pte Limited.

The Company has withdrawn capital from its Subsidiary Centrum Alternatives LLP to the tune of ` 576 Lakhs.

The Company has Fourteen (14) Subsidiaries (including stepdown subsidiaries) and one (1) Associate Company as on March 31, 2021.

Further, a Report on the financial performance of each of the Subsidiaries and Associates and salient features of the Financial Statements in the prescribed Form AOC-1 is annexed to this Report.

Material Subsidiaries

During the Financial Year under review, the Company has the following Material Subsidiaries as per the thresholds laid down under the SEBI Listing Regulations:

Pursuant to Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, following were considered as Material Subsidiaries:

• 1) Centrum Retail Services Limited

Subsidiaries and Associates

A separate statement containing salient features of the Financial Statements of all Subsidiaries and Associates of the Company forms part of the Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

There has been no material change in the nature of the business of the Subsidiaries and Associates.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with

• 2) Centrum Financial Services Limited

• 3) Centrum Microcredit Limited

• 4) Centrum Housing Finance Limited

• 5) Centrum Wealth Limited

• 6) Centrum Broking Limited

Pursuant to Regulation 24 of the SEBI (LODR) Regulations, 2015, following were considered as Material Subsidiaries:

• 1) Centrum Retail Services Limited

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Centrum Capital Limited Annual Report 2020-21

Statutory (contd.) Directors’ Report

• 2) Centrum Financial Services Limited

• 3) Centrum Housing Finance Limited

The Board of Directors of the Company have approved a Policy for determining Material Subsidiaries, which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company’s website – www.centrum.co.in

Auditors and Auditors Report Statutory Auditors

The Members of the Company at the 41[st] Annual General Meeting held on September 12, 2019, had reappointed M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No.-103523W/W100048) as the Statutory Auditors of the Company for a period of two years, to hold office from the conclusion of the 41[st] Annual General Meeting to the conclusion of the 43[rd] Annual General Meeting to be held in 2021.

The observations made by the Statutory Auditors on the Financial Statements of the Company, in their Report for the Financial Year ended March 31, 2021, read with the Explanatory Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013. There are no qualifications, reservations or adverse remarks made by M/s. Haribhakti & Co. LLP, Statutory Auditors, in their report for the Financial Year ended March 31, 2021.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

Appointment of new Auditor

The Board of Directors at its Meeting held on June 22, 2021, appointed M/s Sharp & Tannan, Chartered Accountants as Statutory Auditors of the Company for a period of 5 (Five) years up to Financial Year 2026, subject to approval of Shareholders, at the ensuing Annual General Meeting.

Secretarial Auditors

The Board had appointed Mr. Umesh P Maskeri, Company Secretary in practice, as Secretarial Auditor, to conduct the secretarial audit, for the Financial Year ended March 31, 2021. In pursuant to the provisions of Section 204 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Report of the Secretarial Auditor is provided as Annexure H to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Utilization of proceeds of Preferential Allotment

The details of utilization of proceeds raised through preferential issue of NCDs are disclosed to the Audit Committee. The Company has not utilized these funds for purposes other than those stated in the Shelf Prospectus.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company is annexed herewith as Annexure I.

There are no employees fulfilling the criteria as set out under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments under the provisions of Section 134(3)(g) and 186(4) of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2021, are set out in Note 44 of the Standalone Financial Statements forming part of this Report.

Disclosure as per Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment, the Company has constituted a Complaint Committee in line with the provision of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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Statutory (contd.) Directors’ Report

There were no complaints during the Financial Year

Details as per SEBI (Share Based Employee Benefits) Regulations, 2014

• i) The details relating to Trust as per SEBI (Share Based Employee Benefits) Regulation, 2014:

	Regulation, 2014:
Sr. No	Particulars	Details
1	Name of the Trust	Centrum ESPS Trust
2	Details of the Trustee(s)	Name of the Trustee: 1) Mr. P R Kalyanaraman and 2) Mr. Kapil Bagla
3	Amount of loan disbursed by the Company/any company in thegroup, duringtheyear	Nil
4	Amount of loan outstanding (repayable to Company/any company in the group) as at the end of theyear.	Nil
5	Amount of the loan, if any, taken from any other source for which company/any company in the group has provided any security or guarantee.	Nil
6	Any other contribution made to the Trust duringtheyear.	Nil

ii) Brief Details of transactions held by the Trust:

Sr. No	Particulars	Details
1	Number of shares held at the beginningtheyear	1,94,22,234 4.67%
2	Number of shares acquired during the year through (i) primary issuance (ii) secondary issuance, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information or weighted average cost of acquisitionper share.	(i) Nil (ii) Nil
3	Number of shares transferred to the employees/sold along with thepurpose thereof.	5,00,000
4	Number of shares held at the end of theyear.	1,89,22,234 4.55%

Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are set out herewith as Annexure J to this Report.

There were no instances of non-exercising of voting rights in respect to shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities as required under Section 134(3)(o) of the Companies Act, 2013, read with Rule 8 of the Companies (CSR Policy) Rules, 2014, is set out in Annexure K to this Report.

26

Centrum Capital Limited Annual Report 2020-21

Statutory

(contd.) Directors’ Report

Extract of Annual Return

The details forming part of the extract of the Annual Return as on March 31, 2021, in Form MGT 9 in accordance with Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure L and is available on the website of the Company at https://www.centrum.co.in/investorrelations/centrum-capital-limited/annual-reports .

Investor Relations

Your Company has an effective Investor Relations Program through which the Company continuously interacts with the investment community through various communication channels viz. Individual Meetings, One- on-One interaction.

Your Company ensures that critical information about the Company is made available to all its investors by uploading such information on the Company’s website under the Investors section.

Public Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re– enactment(s) for the time being in force).

Your Company also intimates stock exchanges regarding upcoming events like declaration of quarterly & annual earnings with Financial Statements and other such matters having bearing on the share price of the Company.

General

Significant/material orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals that impact the Company’s going concern status and its future operations.

Disclosure on compliance with Secretarial Standards

The Company confirms that the Secretarial Standards issued by the Institute of Company Secretaries of India, were complied with.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use the mechanism. The Whistle Blower Policy has been posted on Company’s website i.e. www.

centrum.co.in

Reporting of Frauds

During the Financial Year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported any instances of fraud against the Company by its officers or employees as laid down under Section 143(12) of Companies Act, 2013 and Rules framed thereunder.

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no revision in financial statements.

3. The Company has not issued any sweat equity shares.

4. The Company has not declared any dividend for the Financial Year 2013-14. Therefore, there was no unclaimed and unpaid dividend and hence disclosure pursuant to Section 124 of Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, was not required.

5. Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

Human Resource and Employee

Relationship

There is an ongoing emphasis on building a progressive Human Resources culture within the organization. Structured initiatives that foster motivation, teamwork and result orientation continue to be implemented.

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Statutory

(contd.) Directors’ Report

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in the demat suspense account or in the unclaimed suspense account.

Web link

All the Policies including the following framed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Company’s website at www.centrum.co.in .

• Nomination and Remuneration Policy

• Remuneration criteria for Non-Executive Directors

• Related Party Transaction Policy

differ materially from those expressed. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions, changes in government regulations, tax laws, economic developments within the country and such other factors that may affect the markets/ industry in which the company operates.

Acknowledgement:

The Directors wish to convey their gratitude and place on record their appreciation for employees across levels for their hard work, solidarity, cooperation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

• Familiarisation Programme for Independent Directors

• Policy on determining Material Subsidiaries

Cautionary Statement

Statements in the Directors’ Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may

For and on Behalf of the Board of Directors For Centrum Capital Limited

Jaspal Singh Bindra Executive Chairman DIN: 00128320

Place: Mumbai Date: June 22, 2021

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Centrum Capital Limited Annual Report 2020-21

Annexure A

Form AOC-1

( Pursuant to Section 129(3) of the Companies Act 2013 read with rules 5 of the of the Companies (Accounts) Rules ,2014.)

13	Centrum Alternatives LLP	-	INR	-	-	-	930.67	(730.05)	-	232.01	232.01	144.41	72.36	-	(274.12)	-	(276.04)		100.00	Consolidated Financial Results. CCIL Investment Management Limited is a subsidiary of Centrum Capital International Limited Note 1 Non-convertible redeemable cumulative preference shares of INR 500 Lakh issued by Centrum Microcredit Limited to Centrum Capital Limited is not considered Note 2 Interim dividend of US$50,000 (HK$390,000) was given by Centrum Capital International Limited Note 3 %age of shareholding is of immediate Holding Company. For and on Behalf of the Board of Directors Jaspal Singh Bindra* Executive Chairman DIN: 00128320 Place: Mumbai Date : June 22, 2021
12	Centrum International Services Pte Limited	-	SFD	54.56430	761.99	-	-	-	(572.51)	229.34	229.34	-	72.39	9.67	(190.95)	-	(190.95)		90.20
11	*** Centrum Capital International Limited**	-	HK$	9.41964	503.06	-	-	-	(20.81)	516.22	516.22	78.98	71.74	0.00	(57.51)	-	(57.51)	-	100.00
10	Centrum Capital Advisors Limited	-	INR		100.00	-			15.72	336.60	336.60	-	311.17	7.70	37.42	5.78	31.64		100.00
9	Centrum Alternative Investment Managers Limited	-	INR		51.00	-	-	-	(1,098.51)	163.62	163.62	-	469.60	12.26	(249.09)	-	(249.09)		100.00
8	Centrum Microcredit Limited	-	INR	-	7,052.83	-	-	-	778.99	50,886.29	50,886.29	-	10,045.75	48.75	130.08	38.38	91.70	-	100.00
7	Centrum Insurance Brokers Limited	-	INR	-	1,040.00	-	-	-	(21.02)	1,042.50	1,042.50	-	487.27	98.41	104.77	(3.95)	108.72	-	100.00
6	Centrum Housing Finance Limited	-	INR	-	26,686.84	-	-	-	13,379.90	67,060.23	67,060.23	1,032.55	6,799.33	63.14	1,526.30	338.11	1,188.19		56.39
5	Centrum Financial Services Limited	-	INR	-	9,895.69	-	-	-	20,429.28	1,14,886.46	1,14,886.46	5,880.87	13,918.21	166.36	266.11	84.27	181.84		100.00
4	Centrum Investment Advisors Limited	-	INR	-	211.30	-	-	-	396.96	912.15	912.15	-	1,580.11	19.42	13.88	4.37	9.52		51.00
3	Centrum Wealth Limited		INR	-	2,000.00	-			(4,415.12)	6,805.94	6,805.94	388.29	8,466.87	565.10	93.95	1.60	92.35		67.53
2	Centrum Broking Limited	-	INR	-	1,929.07	250.00			1,812.94	13,112.00	13,112.00	-	5,017.95	326.16	(119.54)	(161.07)	41.53		51.01
1	Centrum Retail Services Limited	-	INR	-	3,554.65	-			37,455.25	94,527.24	94,527.24	42,404.13	8,531.81	146.03	(989.77)	269.37	(1,259.14)		94.85
Sl. No	Name of the subsidiary Company	Reporting Period for the subsidiary concerned, if different from the holding company’s reporting period	Reporting Currency	Exchange Rate as on the last date of the relevant financial year in case of foreign subsidiaries	Paid up Equity Share Capital	Paid up Preference Share Capital (Note 1)	Partner’s Capital Account	Partner’s Current Account	Reserves & surplus	Total Assets	Total Liabilities	Investments	Turnover	Other Income	Profit/ (Loss) before Taxation	Provision for taxation	Profit/ (Loss) after Taxation	Proposed Dividend (Note 2)	% of Shareholding ( Note3 )

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Form AOC-1 (contd.)

Annexure A

F	rm AOC-1 (contd.)
		(`in Lakhs)
Name of Associates		Acorn Fund Consultants Private
		Limited
		1
1.	Latest audited Balance Sheet Date	31.03.2021
2.	Shares of Associate/Joint Ventures held by the company on theyear end	Associate
	No of Shares	755,000
	Amount of Investment in Associates/Joint Venture	75.50
	*Extent of Holding %	50.00%
3.	Description of how there is significant influence	Significant influence is by way of
		shareholdingin the company
4.	Reason why the associate/joint venture is not consolidated	NA
5.	Networth attributable to Shareholding asper latest audited Balance Sheet	(672.98)
6.	Profit/ (Loss) for theyear	(80.27)
	i. Considered in Consolidation
	ii. Not Considered in Consolidation	(80.27)

*%age of Interest is of Centrum Alternatives LLP & Centrum Wealth Limited, both are the Subsidiaries of the Company.

For and on Behalf of the Board of Directors

Jaspal Singh Bindra

Executive Chairman DIN: 00128320

Place: Mumbai Date : June 22, 2021

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Centrum Capital Limited Annual Report 2020-21

Annexure B

Management Discussion and Analysis

Economy Overview

The Impact of the Corona Virus pandemic has been largely disruptive in terms of economic activity and loss of human lives. As India was settling into the major reforms of GST and demonetisation, Covid and the resulting slowdown in business activities had an adverse impact on our gradually recovering economy.

India recorded a de-growth of 24% and 7.5% in GDP in the first and second quarters respectively. Despite the inevitable challenges, we have been able to emerge from the crisis, largely backed by strong policy initiatives by the Government and a positive outlook for economic recovery. At present, Moody’s is projecting economic growth of 9.5% in FY2022, while the Economic Survey 2020-21 has projected the economy to grow 11%, a shade higher than the Reserve

Bank of India (RBI)’s projection of 10.5%. These estimates reflect India’s resilience, strength, and determination to overcome the present crisis.

IMF WEO Growth Projection for India in October 2020 and January 2021

==> picture [311 x 197] intentionally omitted <==

----- Start of picture text -----

India GDP 2019-20 numbers are
growth projections Oct-20 Jan-21 actual figures, all figures in %
12
10 11.5
8 8.8
6 4.2 4.2 6.8
4
2
0
-2
-4
-6
-8
-8 -10.3
-10
2019-20 2020-21 2021-22 2022-23
Source: IMF World Economic Outlook
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Annexure B

(contd.) Management Discussion and Analysis

Economic Highlights - FY2021

Economic Performance : India remained a preferred investment destination with Foreign Direct Investments (FDI) pouring in amidst the global asset shifts towards equities and prospects of a quicker recovery in emerging economies. India is expected to record a V-shaped recovery demonstrated by a sustained resurgence in high frequency indicators such as power demand, e-way bills, GST collection and steel consumption amongst others. The country is expected to have a Current Account Surplus of 2% of GDP in FY2021, which is a historic high after 17 years.

Fiscal Developments: The monthly GST collection during the year crossed ` 1 lakh crore (US$ 13.70 billion) consecutively for the 3 months, reaching its highest levels in December 2020 . Additionally, the reforms in tax administration have strengthened transparency and accountability incentivising tax compliance.

Focus on healthcare: The outbreak of COVID-19 has highlighted the need for a robust healthcare infrastructure. As a response to the crisis, India imposed an early lockdown, to break the chain of the virus spreading. Surplus capital was allocated to improve the healthcare systems of the country by way of oxygen plants, hospital beds and ramping up the production of the vaccine. Free vaccines were offered to citizens at Government run hospitals. India stood as the fastest economy to roll-out 10 lakh vaccines in 6 days and also emerged as a leading supplier of the vaccine to neighbouring countries.

February to May 2020 due to the macroeconomic challenges imposed by the pandemic. However, beginning June 2020, all size and sector indices had a bull run through the end of the year.

Company Overview

Founded in 1997, Centrum is a wellrespected Financial Services Group, with diversified fee businesses and a rapidly growing lending platform servicing institutions and individuals. Institutional services include Investment Banking, SME, MSME lending and an Institutional Broking desk catering to FIIs, Pension Funds, Indian Mutual Funds, Domestic Institutions and HNIs. Centrum provides comprehensive Wealth Management Services to HNIs and Family Offices, Affordable Housing Finance in tier 2 and 3 cities and Micro Finance. The Alternative Investment Management business manages funds across private debt and venture capital. As on 31[st] March, 2021, the Group operates from 184 offices across 106 cities.

Indian companies raised about 31,265 crore through 30 mainboard Initial Public Offerings (IPOs) in financial year 2021, mostly riding on the bull run and liquidity in the market. A majority of the IPOs came in during the last quarter of the financial year, with 23 companies raising a total of 18,302 crore (this includes SME IPOs also), while as many as five companies raised an estimated 3,764 crore during the third week of March 2021. Most IPOs opened with a premium over the issue price suggesting strong investor appetite.

Fee Business Segment Investment Banking

Industry Overview

In early FY2021, the capital markets witnessed an adverse impact as indices across sectors fell from

Index Total Returns

==> picture [301 x 173] intentionally omitted <==

----- Start of picture text -----

170
150
130
110
90
70
50
S&P BSE Energy S&P BSE Finance S&P BSE FMCG
S&P BSE Healthcare S&P BSE Industrials S&P BSE Telecom
S&P BSE Realty S&P BSE Basic Material S&P BSE Information Technology
Source: S&P Dow Jones Indices LLC Data from Dec. 31, 2019, to Dec.31, 2020. Index performance based on total
return in INR,Past performance is no guarantee of future results. Chart is provided for illustrative purpose
Dec 31, 2019 Jan 31, 2020 Feb 29, 2020 Mar 31, 2020 Apr 30, 2020 May 31, 2020 Jun 30, 2020 Jul 31, 2020 Aug 31, 2020 Sep 30, 2020 Oct 31, 2020 Nov 30, 2020 Dec 31, 2020
----- End of picture text -----

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Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

Business Overview

With a combined experience of over 150 years and a similar number of transaction closures to its credit; Centrum’s Investment Banking team caters to every funding phase of a corporate’s lifecycle. Business expertise includes Equity Capital Markets, Corporate Finance & Debt Capital Markets with a dedicated team for major sectors. As a category I Merchant Banker, core services include IPOs, QIPs, Delisting, Rights Issuance, Open Offers, Buybacks etc. Additionally, the business offers private placement of equity, mezzanine debt, mergers and acquisitions and advisory on restructuring. It is also engaged in debt syndication for all types of loans, stressed asset solutions, securitisation, and capital market instruments. The Infrastructure Advisory Group, a part of Investment Banking is focused on Transaction Advisory and Corporate finance deals in the area of renewable and conventional energy, roads, railways, ports, urban infrastructure, airports, utilities, mobility, and logistics.

Highlights

As personal meetings were difficult due to lockdown, our Investment Banking team hosted a number of Webinars at which senior industry

Each vertical has a strong deal pipeline and expects close several transactions in FY2022.

leaders across sectors like Auto, BFSI, Consumer etc. as well as experts on current relevant topics like the Need For Restructuring in light of the impact of Covid -19 and Revival in the demand cycle across sectors. The webinars were well attended with more than 1000 participants from India and overseas along with a wide section of Investors and Institutions. They generated positive feedback from all participants.

During the year, the Equity Capital Markets (ECM) team successfully closed multiple transactions with marquee clients:

• Sole Advisor to Hyderabad Industries Ltd (C K Birla group) to sell their Insulation Division to Emersys a French multinational.

• Sole Lead Manager to Pricol Limited for their Rights Issue of ` 810 million.

• Sole Manager to the Buyback offer of ` 1,200 million of Motilal Oswal Financial Services Ltd.

• Advisor to Satin Creditcare Network Ltd for their Rights Issue of ` 1,200 million.

• Advisor to the Restructuring and Shareholding Matters of a portfolio company of KKR Singapore

• Advisor to Coursera Inc and the Promoter of Imagicaaworld Entertainment for various strategic and financial matters.

The team is in various stages of deal execution for raising PE, M&A, acting as Book Running Lead Managers to IPOs for companies in the following sectors - Building Materials, Consumer, Construction Equipment, IT Engineering services, BFSI and Packaging. It has a very

strong pipeline of deals expected to close in the coming months.

The Infrastructure Advisory team worked closely with various Transportation, Logistics and Renewables players. It raised Growth Capital for DRN Infrastructure ( 2,350 million), Blu Smart Mobility, ( 500 million), and Golden Hatcheries ( ` 300 million)

The Debt Syndication business underwent a significant transition to take advantage of the revival in Loan and Bond markets. The business hired a fresh leadership team along with specialists in the areas of distribution and structuring. The business worked closely with our NBFC team and other private and PSU Banks and closed several mandates in Project Finance - Plasmagen Biosciences Private Limited ( 900 million), Shri Gangajali Education Society ( 1,800 million), ZTA Edu Ventures ( 150 million), Refinance - PMV Nutrient Products Private Limited ( 200 million) and OTS - Bergner (HK) Ltd (USD 25 million).

Outlook

The business aspires to be a credible and sought after midmarket investment bank, offering customized solutions. It aims to focus more on the larger Mid Cap and Large Cap sectors and develop internal synergies within the Group. With an improvement in economic environment and revival of investor interest, the team expects to serve a wider range of clients along with higher volumes of business. Each of the verticals has a strong deal pipeline in place and expects close several transactions in FY2022.

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Annexure B

(contd.) Management Discussion and Analysis

Wealth

Industry Overview

The Wealth Management industry in India has evolved significantly. Between 2014 and 2019, the number of HNWIs in India has been growing at a CAGR of 3.9%. By end of 2025, global HNWI wealth is estimated to grow to over US$ 100 trillion. Advisory asset management and tax planning are some of the most sought after services by HNWIs. This is followed by financial planning. Going forward, the Wealth Management market in India is estimated to grow at a CAGR of around 11% during the period 2021-25. India is expected to be the fourth-largest private wealth market globally by 2028.

Business Overview

Centrum Wealth Limited (CWL) offers Distribution and Family Office services on a platform that spans the investible universe including asset classes of equity, fixed income, real estate and alternates. It follows an ‘Open Architecture’ approach to client investments, is backed by an experienced team and offers a host of wealth services to a diversified client base which includes HNIs (high net worth individuals), Ultra HNIs, Family Offices and Corporate Treasuries.

CWL brings together deep domain expertise on a platform that covers multiple asset classes and products, be it traditional or alternate, public or private markets and domestic or offshore.

==> picture [327 x 209] intentionally omitted <==

boarding of clients); ‘360-degree view’ (provides the Relationship Manager and clients full access to portfolios securely and online).

Highlights

The 250 strong team operates from 16 locations, including Singapore and handles an AUM of around ` 25,000 crore. The markets and investor propensity toward risk faced headwinds during FY2021. The impact of these intense swings underlined the need for handholding clients and higher client engagement, in addition to a prudent asset allocation oriented investment approach.

The company received multiple recognitions from industry bodies. It was awarded awarded Best BFSI Brand 2020 (Wealth) at the 4[th] The Economic Times Best Brands awards. In addition, it received recognition as the Best Family Office and Highly Commended Achievement for Outstanding Wealth Management Service for the Affluent at the 30[th] Private Banker International Global Wealth Awards 2020.

Role of digital touch points: As part of it’s endeavour to maintain high levels of client connect, the business invested in infrastructure and team education to increase connectivity via the customer’s preferred mode of communication, from virtual calls to social media tools.

Outlook

The business seeks to accelerate its growth trajectory and build on its wealth franchise by expanding and making even more relevant its product offering, thereby enhancing the range of services. In addition, further digital/technology based investments are planned towards improving efficiencies and growing the frontline team.

A ‘Phy-gital’ client servicing model was developed with initiatives such as ‘iConnect’ (an internal collaborative platform allowing teams to exchange information); ‘One Paper Lane’, (for paperless on-

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Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

Stock Broking

Industry Overview

The Indian brokerage industry has seen a surge in volumes during the last financial year. The overall market Average Daily Turnover (ADTO) has almost doubled from 14.4 lakh crore in Q3 FY2020 to 31.1 lakh crore in Q3 FY2021. The addition in the client base has also been on similar lines with active clients increasing 67% YoY to approximately 1.63 crore; with substantial participation from New to Market customers from tier II and III cities. The factors attributable to the resulting robust accretion are awareness and acceptance of equities as an investment class by millennials, relative underperformance of a large number of mutual fund schemes and low yields in fixed income assets. In addition to this, the ADTO has shown a rising trend notably during the lockdown period due to optimism in the equity market along with increased retail participation.

As markets hit fresh highs, the business saw a significant increase in its trading volumes, resulting in its market share almost doubling y-o-y.

Industry ADTO Trajectory

==> picture [304 x 153] intentionally omitted <==

----- Start of picture text -----

50.0 1.0
45.0 0.9
40.0 0.8
35.0 0.7
30.0 0.6
25.0 0.5
20.0 0.4
0.3
15.0
0.2
10.0
0.1
5.0
0.0
0.0
F&D ADTO Cash ADTO
0.8
0.6 0.7 0.7 45.9
0.6 0.7 0.6 0.7
0.5 0.5 0.6 38.4
32.8
30.6
27.9
Lakh crore 22.8 Lakh crore
19.4 19.7
16.7
11.8 11.8 13.1
Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21
----- End of picture text -----

Institutional Equities

Highlights

Business Overview

As the lockdown was announced initially, markets tumbled and there was a sense of fear and panic amongst investors. A few days into the lockdown, the Government and RBI announced relief measures for industry as well as investors, bringing back confidence. The business was able to seamlessly integrate efforts between the trading team that worked from offices and the sales and research teams that worked from home, resulting in superior service to clients. As markets gathered steam and hit fresh highs, the business saw a significant increase in its trading volumes, resulting in its market share almost doubling compared to the previous year.

The Institutional Equities business at Centrum Broking Limited, offers Broking Services in secondary markets including IPOs/QIPs, catering to domestic and international institutional investors. The client profile includes domestic mutual funds, insurance companies, foreign portfolio investors and private equity players. A 20 member focused research team and a strong sales and dealing team helps offer value added services. Over the years, the team has come out with multibagger stock ideas on a regular basis. It uses a differentiated research process for large, mid, and small cap companies and offers detailed coverage on both established as well as underresearched, undervalued, underowned scrips.

During the year, the business increased its focus on large cap stocks and further strengthened its mid cap coverage to offer a balanced mix of scrips to clients.

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Annexure B

(contd.) Management Discussion and Analysis

==> picture [497 x 282] intentionally omitted <==

It strengthened its Research and Sales teams to bring more companies under coverage as well as reach out to more domestic and foreign institutions. It hosted two marquee virtual investor conferences – Punarutthan – The Resurgence that showcased companies with a strong growth potential and ability to bounce back from the pandemic and Nakshatra – The Shining Stars, which focussed on Mid & Small cap companies that have the potential to transform into Large caps. Both conferences were well attended by Investors and Corporates.

Outlook

In FY2022, the business aspires to capture a higher market share by deepening relationships with existing clients and growing its client base. It plans on hiring additional senior research analysts to further increase its sectoral coverage. Backed by the favourable responses received for its earlier investor conferences, the business plans to host additional thematic conferences. Additionally, it expects its international client outreach in South East Asia, USA, UK and Europe to gain significant traction.

2500

Investor meetings at Punarutthan

90

Corporates participated in Nakshatra

36

Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

==> picture [327 x 212] intentionally omitted <==

Retail Broking

on servicing customers acquired through the Group’s Wealth business franchise - Centrum Wealth Limited (CWL). This, along with a leaner organisation structure and bullish sentiment in the stock markets, resulted in significant business recovery from June 2020.

Business Overview

Centrum Broking’s Retail division provides holistic solutions across equity broking, portfolio management and depository services. Products include Equities, Derivatives, Currencies, Mutual Funds and Primary market offers. It offers Demat services being registered as a Depository Participant with Central Depository Services Limited (CDSL) and is a trading member with the NSE and BSE. The Technical and Derivatives desk provides short term as well as positional ideas, which are best suited for traders.

In the early phase of the pandemic, nearly 100% of employees were moved onto a staggered work from home schedule without any disruption. While existing customers continued to be serviced efficiently, acquisition of new accounts saw a slowdown, largely due to lockdown restrictions. To combat this, the business launched online and paperless account opening via ‘E-KYC’, which enabled a contactless account opening process. However, the HNI segment was slow in adopting this, and the year saw acquisitions normalise only in the third quarter, once lockdown restrictions were further eased.

Highlights

As the business was impacted significantly in the months of April and May 2020, due to the lockdown, it was decided to consolidate and centralise the dealing operations in three cities - Mumbai, Delhi and Chennai, thereby optimizing the cost of servicing customers. The business continued to focus

During the year, the revamped web trading application - Centrum Aero was launched. Combined with an advanced charting tool built with CHART IQ, an international charting application, the portal offers over 100 Indicators, multiple chart types, analytics for intraday and positional views along with screeners for in-depth stock analysis and tracking fundamental and technical data, besides viewing financial information on listed companies. Centrum Aero perfectly complements Centrum Wave, our mobile trading application used by traders/ investors.

Outlook

The business expects to further grow by servicing customers acquired by the Group’s Wealth franchise and scale up the HNI business in partnership with CWL. The technology initiatives of paperless on-boarding relaunched with an assisted interface should help boost contactless account opening in the HNI segment. Additionally, the business plans to tie-up with Banks to offer their clients our service propositions.

The business

consolidated and centralized its dealing operations in three cities, leading to greater cost optimization.

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Annexure B

(contd.) Management Discussion and Analysis

The Regulatory amendments introduced in 2020 focus on strengthening overall transparency in the sector, compulsory performance reports by AIFs, improving governance by mandating PPM audits and operational changes, amongst others. Additionally, SEBI has compartmentalized Alternative Investment funds into three major categories. As of June-2020, Category II is the largest with around 77% of total industry AUM, followed by Category III with 13% and Category I with 11%.

Alternative Investment Management

Industry Overview

FY2021 was a milestone year for the Alternative Investments Funds (AIFs) sector on the regulatory front on the back of significant changes introduced by SEBI. As of September 2020, there are 693 AIFs overseeing over 4 trillion in investor commitments, as against 168 AIFs with 0.3 trillion in commitments as of September 30, 2015, reflecting an impressive ~15x growth during the interim period.

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----- Start of picture text -----

India Alternative Investments Industry
(US$ Billion)
60.0 54.0
44.8 6.8
7.3
40.0
27.7
5.8
20.0 14.8 32.2 41.5
2.4 17.5
9.0
3.4 4.4 5.4 5.7
Jun 17 Jun 18 Jun 19 Jun 20
Category I Category II Category III
----- End of picture text -----

Source: Compiled by CAIA Association

Business Overview

Highlights

Centrum Alternatives is an India centric, multi-asset, alternative investment group focused on private credit and venture capital. Its solution-oriented approach to investing is centred on providing companies with the right capital structure backed by in-depth knowledge of industries and strategic value creation.

During the year, the Private Credit Fund made two new investments - one in a consumer electrical company and the other in a road EPC company. In spite of a difficult year, the Fund successfully saw three exits from earlier investments. The portfolio performed well and has shown significant resilience, as there were no delays in payments or defaults from any of the

7

Investments made by the Private Credit Business since inception

investments. Since inception, the private credit business has made 7 investments, aggregating to a managed AUM of ` 830 crores.

Kalpavriksh, the business’ venture capital fund performed well during the lockdown, as three out of its six portfolio companies managed to raise fresh capital. Two of these companies raised capital at a higher valuation than the fund’s original investment. The business also signed a MOU with a UK based asset management company to jointly launch a new alternative investment fund.

Due to the downturn in the real estate market, the business decided to close Centrum REMA – The real estate management and advisory division.

Outlook

With a low interest rate regime, the business expects increased investments from HNIs and Family offices in its private credit fund. It has an active deal pipeline in place and continues to evaluate additional investment opportunities across sectors in the private credits space.

The business also plans to achieve the first close of its joint venture fund during FY2022 and will look to introduce new AIFs in select areas with significant untapped potential.

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Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

Lending Business Segment Affordable Housing Finance

Industry Overview

The housing loan market in the country witnessed a rebound and reRegistered a year-onyear growth of 9.6 % in terms of portfolio outstanding (PoS) in the third quarter of FY2021, despite the Covid-19 pandemic. The portfolio outstanding of the sector stood at 22.26 lakh crore as of December 2020, as compared to 20.31 lakh crore as of December 2019. Affordable housing segment (ticket size up to 35 lakh) constituted 90% of the market by volume and nearly 60 % by value as of December 2020. Within the affordable segment, loans under ticket size of 15 lakh comprised 70 % by volume and 38 % by value. For FY2022, Affordable HFCs are expected to record a growth of 12-15%, given the large underserved market, favourable demographic profile, housing shortage and government support in the form of tax sops and subsidies.

Business Overview

Centrum Housing Finance Limited is a professionally managed housing finance company. It provides financial inclusion to Lower and Middle Income (LMI) families in Tier II and III cities, by giving them access to hasslefree long-term housing finance. The business offers Home Loans, Self-Construction Loans, TopUp Loans and Loans against Property to cater to specific needs, using a combination of traditional methods and superior technology. The business has built its operations on a huband-spoke model to penetrate deeper into its target markets. It has strategically selected to grow its presence in the states of

==> picture [327 x 208] intentionally omitted <==

in disbursements. The business strategy was reworked to focus on Government and salaried employees. In the second half of the year, as the situation eased, loan disbursements improved and the business recorded a marginal increase in it’s loan book as compared to last year.

Madhya Pradesh, Chhattisgarh, Gujarat, Rajasthan, Delhi, Uttar Pradesh and Maharashtra, as they offer immense opportunity and are relatively under-penetrated.

==> picture [157 x 209] intentionally omitted <==

----- Start of picture text -----

Housing Finance AUM
( ` crore)
484
441
354
178
FY2018 FY2019 FY2020 FY2021
----- End of picture text -----

The business was well capatalized during the year owing to the recent Private Equity infusion by a fund managed by Morgan Stanley PE. Additionally, the business raised fresh capital by way of NCDs and also availed of re-finance from the NHB. Given the strong liquidity position and diversified liability base, it did not avail of any moratoriums from its lenders.

During the year, the business expanded its geographic presence significantly and opened its first branch in Uttar Pradesh. It now operates from seven states in India.

Highlights

FY2021 was a year of two distinct halves. In the first half, owing to uncertainties in the economic environment, stagnant industry growth and loan moratoriums availed by customers, the business maintained a sharp focus on collections, while limiting growth

Outlook

With an improvement in the macro economic environment, Government’s increased focus on promoting affordable housing and reduction in stamp duty

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Annexure B

(contd.) Management Discussion and Analysis

rates across many states, the business expects an uptick in its operations. These factors along with its strong liquidity position and geographic expansion, the business is well poised to grow organically. Additionally, in-organic opportunities are being pursued to further augment growth.

SME & MSME Finance

Industry Overview

The consolidated balance sheet of NBFCs decelerated in 2019-20 due to lack of growth in loans and advances in a challenging macroeconomic environment and weak demand compounded by risk aversion. In H12020-21, however, balance sheet growth of NBFCs gained traction. Although asset quality deteriorated marginally, the NBFC sector remains resilient with strong capital buffers. The Government’s announcements in the Union Budget 2021 as well as other policy measures such as interest subvention scheme for all Goods and Services Tax registered MSMEs on fresh or incremental loans, augured well for the sector during the year. The updated credit- linked Capital Subsidy Scheme for MSMEs in which guarantees are provided for extending collateral free lending to MSMEs, incentivised NBFCs’ onlending, albeit dented by COVID-19.

Business Overview

Centrum Financial Services Limited (CFSL), is a registered NBFC, providing credit to small and mid-sized companies in multiple forms and structures. The business caters to entities in metros and Tier II cities that are either in the stage of building up or diversifying and generally not catered to by the mainstream banking system. The key value propositions are flexibility,

responsiveness and furthering financial inclusion while providing the right financing solutions. The new loan sizes range between 2 lakh to 2 crore.

Highlights

Despite a challenging year, the business remained adequately capitalized and met all its obligations towards its lenders. In FY2021, the business re-worked its strategy to focus on a smaller and more granular loan book catering to MSMEs and Supply Chain Finance and reduced its exposure to large ticket loans. Owing to the uncertainty in the economic environment, the business concentrated on collections, increased risk management practices, cost control and maintaining asset quality, while remaining conservative on fresh loan disbursals. As a result, the loan book was steady at ` 861 crore as on 31[st] March 2021.

The adverse economic

environment and negative outlook for the NBFC sector, also led to a slippage in the credit rating of the Company to BBB+. However improved liquidity, healthy asset quality and increased focus on risk, an improvement in rating is expected in FY2022.

Key initiatitives:-

• Securitisation & Issuance of Pass through Certificates (PTC) –Successfully securitized ` 50 cr of the Supply Chain financing book with high credit quality receivables, sold to a SPV that issued the PTCs to HNIs, Family Office Treasuries and MSME Corporate Treasuries.

• Raising of Tier 2 Capital – from Resilient Innovations Private Ltd (BharatPe) by way of NCDs for an amount of ` 50 crore.

• Business Partnership Agreements (BPAs) – Key BPAs were signed with Fintech majors BharatPe for partnership on digital lending of MSME loans.

• The business tied up with a UK based firm to jointly sponsor a venture debt fund, which will be launched in FY2022.

Diversified Resource Raising

In order to fund the diversified portfolio of assets entailing varied tenors and structures, the business raised a judicious mix of long term and short term borrowings across bilateral borrowing and structured capital markets instruments. It raised funds through institutional borrowing (Banks & NBFCs), Structured Instruments and Market Linked Debentures (MLDs)

Several PSU banks as well as SIDBI extended credit facilities during the Pandemic based on financial performance and market credibility. New Banking relationships were built with State Bank of India, Bank of Baroda, Union Bank of India, Indian Bank, Indian Overseas Bank etc.

Outlook

With improving business

sentiments and various incentives given by the Government to boost manufacturing capabilities in India, the MSME and Supply Chain finance (SCF) segments expect greater business traction. With the MSME team now fully in place and adequate liquidity available, the business expects to grow its loan book significantly. As the focus remains on small ticket size loans with a wider interest margin, the Net Interest Margin (NIM) is also expected to increase.

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Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

Micro Finance

Industry Overview

The stable growth and performance of the Microfinance industry has attracted a number of banks, and NBFCs to enter the sector. As on 31 December 2020 for loans originated after February 2017, the microfinance industry has a total loan portfolio of 232,648 Crore as compared to 211,283 Crore as on 31 December 2019, resulting in a Y-o-Y growth of 10.11%. The total number of active loan accounts were 10.50 crore with 5.83 crore unique borrowers as on 31 December 2020.

Business Overview

Centrum Microcredit Limited (CML) is a NBFC-MFI regulated by the RBI. The business provides loans under the joint liability model to low income women entrepreneurs in urban, semi-urban and rural areas. ‘Financial Inclusion’ is the key objective, and it wishes to empower un-served and underserved women by providing income generation loans and other relevant financial services. It aims to positively impact 3 million low income households by 2025 across India by being their financial services provider of choice.

Highlights

During the year, the business completely digitized its loan origination and management processes such as KYC, credit appraisal, approval, relationship management, Customer Group Training (CGT) and disbursements. This, along with a QR code-based collection system, minimized human interaction and helped achieve greater efficiencies and reduced costs. The business received its first ever Social

The business completed its maiden international fund raise from Singapore’s IIX’s Women Livelihood Bond 3 and also completed its first fund raise through Non-Convertible Debentures (NCDs), which was subscribed by a large PSU Bank amongst other entities.

joining hands with various lending partners in further expanding the reach of its loan products and related services.

Impact Assessment report done by Impact Investment Exchange (IIX), Singapore, in alignment with the UN SDGs for achievement of sustainable development with an impact score of 9.2 out of 10.

Human Resources

Highlights

Additionally, three new products were launched – MEL (MicroEnterprise Loans), Aarogya Dhaara (WASH Loans) in collaboration with Water.org to focus on special loans for water, sanitation and hygiene and Loans under the PM SVANidhi program, to provide financial assistance to street vendors and micro entrepreneurs to stabilize and grow their operations post the COVID-19 impact.

During FY2021, the health of our employees was the Company’s top priority. At the same time, business continuity had to be ensured. Businesses were quick to adapt to the new normal of working from home, however effective collaboration and transitioning was key. Issues and questions resulting from this huge change at the workplace was anticipated well and employees were kept posted through frequent communication. Centrum’s agility was tested well in adoption and execution of constant advisories from Central, State Government, Municipal and Local Health bodies. All necessary assistance for Online medical consultations, Mediclaim, Hospitalization, Vaccination, Covid tests were extended to employees and their families.

The business completed its maiden international fund raise from Singapore’s IIX’s Women Livelihood Bond 3 and also completed its first fund raise through Non-Convertible Debentures (NCDs), which was subscribed by a large PSU Bank amongst other entities. This NCD is listed on the Bombay Stock Exchange. As on 31[st] March, 2021, the Company’s loan book stood at ` 413.30 crore.

In this new virtual world, constant engagement with employees was critical and People Practices had to be innovated. Virtual webinars on Covid awareness, Managing Psychological Positivity, Nutrition and Virtual Fitness Competitions were arranged. To enable Learning, several Online Training programs (Product and Skill based) and

Outlook

The business will focus on growing its operations in existing markets and expand to newer geographies in FY 2022. It will continue to strengthen its technology platform to add new features and further expand its digitalization drive. It will also explore the possibility of

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Annexure B

~~s~~ cussion and (contd.) Management Di Analysis

Knowledge sharing sessions were organized. We hosted our first ever Virtual Awards Ceremony and it was very well received.

Progress was made in widening our digital footprint by introducing online-paperless Claims Reimbursement across all Group Companies, launching an E-Recruitment Module, making available necessary documents (Form 16, Relieving letters and Salary slips) online for current members and Alumni.

While the Group has been extremely cost conscious in it’s approach, it continued to invest in select hiring of critical talent. During the year, we hired approximately 400 new team members.

As on 31[st] March 2021, the total number of employees stood at 1,526.

Opportunities & Threats Opportunities

Financial services sector growth can be attributed to rise in equity markets and improvement in corporate earnings. The Indian equity market is expanding in terms of listed companies and market capitalization, widening the playing field for brokerage firms. The sophisticated products segment is growing rapidly, reflected in the steep rise in growth of derivatives trading. With increasing retail penetration, there is immense potential to get larger numbers participating in equity and other financial instruments.

The relaxation of foreign investment rules has received a positive response from the Insurance sector, with many companies announcing plans to increase their stakes in joint ventures with Indian companies.

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In the last quarter of FY 2021, IPOs in India raised nearly $3 billion, aided by ample liquidity and foreign investors as well as retail stockpickers looking for new ideas to invest in. Despite a sharp surge in Covid-19 cases, a large number of companies are expected to announce IPOs in FY2022.

in the BFSI sector. Furthermore, this may lead to consequential effects on the credit quality along the supply chain.

The pandemic has impacted the financial services sector in multiple ways right from business continuity issues and operational considerations to the overall financial outlook. As financial services companies are mobilising and taking steps to mitigate these impacts, they will likely face short to long-term repercussions on both profitability as well as the balance sheet.

Two-thirds of our population lives in rural India where financial services have made limited inroads so far. Rural India, however, has seen steady rise in incomes creating an increasingly significant market for financial services. Rural credit segment is a large market, which can be tapped by ensuring timely loans that are critical for the agricultural sector. There are several standalone networks of SHG, NGOs and MFIs in different parts of rural India. Cross-utilisation of these channels can facilitate faster penetration of a wider suite of financial services in rural India.

Risk Management

For Centrum, an effective risk management policy lies at the core of our business philosophy, which is centred on delivering higher and better returns to its stakeholders. With ups and downs, volatility and fluctuations in the financial business in which the Company operates, Centrum is exposed to various risks and uncertainties in the normal course of business.

Threats

Due to the mutation in the virus and the outbreak of the second wave, the extended COVID-induced restrictions are expected to impact the liquidity position of companies

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Centrum Capital Limited Annual Report 2020-21

Annexure B

(contd.) Management Discussion and Analysis

Since such variations can cause deviations in the results from operations and affect the Group’s financial performance, the focus on risk management continues to be high. Centrum’s risk management strategy has product neutrality, speed of trade execution, reliability of access and delivery of service at its core. Multiple products and diverse resource streams enable the Company to ensure continued offering of customised solutions to suit client needs at all times – good and bad.

State-of-the-art technology, experienced professionals, a highly qualified IT team for in-house software development, coupled with adequate backup systems and compliance with regulatory norms insulate Centrum from the vagaries of the financial business.

Internal Control and Adequacy

Centrum has always focused on maintaining a strong internal control system, which is commensurate with the Group’s size and nature of operations. The Company’s internal controls are structured to ensure reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use or losses, executing transactions with proper authorisation and ensuring compliance of corporate policies, laws, and accounting standards.

comprising of Compliance Officer, Internal Auditors. Suggestions for Chief Operating Officer apart from improvement are considered and the core team, which manages the the Audit Committee follows up on investment products to effectively the implementation of corrective monitor both the process and actions. The Committee also meets returns to clients. Centrum has also the Company’s statutory auditors appointed an independent Internal to ascertain, inter alia, their views Audit Firm. The Audit Committee on the adequacy of internal regularly reviews the Internal Audit control systems and keeps the Reports as well as the findings Board of Directors posted with its and recommendations of the observations.

Key Ratios

Sr.	Particulars	FY 2021	FY 2020	YoY
No				change
1	Debtors Turnover (times)	5.06	3.72	1.34
2	Interest Coverage Ratio (times)	0.84	2.00	-1.16
3	Current Ratio (times)	1.49	1.19	0.3
4	Debt EquityRatio (times)	0.36	0.39	-0.03
5	Operation Profit Margin Ratio (%)	42.91%	-46.01%	89%
6	Net Profit Margin Ratio (%)	-15.88%	92.35%	-108%
7	Return on Net Worth (%)	-1.66%	5.38%	-7%

Cautionary Statement

This document contains statements about expected future events, financial and operating results of the businesses, which are forwardlooking. By their nature, forward-looking statements require the businesses to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results, and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirely by the assumptions, qualifications and risk factors referred to in the management’s discussion and analysis of Centrum Capital Limited’s Annual Report, FY2021.

With a strong monitoring system in place, the Company has an Audit Committee, the details of which have been provided in the Corporate Governance Report. Internally the Company has also set up an Investment Committee

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Annexure C

Business Responsibility Report

In terms of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, this Business Responsibility Report of the Company for the Financial Year 2020-2021, forms part of the Annual Report.

The Business Responsibility Report of the Company is in line with the principles of National Voluntary Guidelines (NVGs) on Social, Environmental & Economic Responsibilities of Business released by Ministry of Corporate Affairs.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) : L65990MH1977PLC019986 2. Name of the Company : Centrum Capital Limited 3. Registered Address : Bombay Mutual Building, 2[nd]

Floor, Dr. D. N. Road, Fort,

Mumbai 400001

1. Website : www.centrum.co.in 5. Email id : cs@centrum.co.in 6. Financial Year reported : April 01, 2020 – March 31, 2021

7. Sector(s) that the Company is engaged in (industrial activity code-wise):

National Industrial Classification Code: 6499 – Other Financial Service Activity (Investment Banking and Advisory Services).

8. Three key products/services that the Company manufactures/provides (as in balance sheet):

The Company is a SEBI Registered Category I Merchant Banker. It is engaged primarily in providing Investment & Advisory Services, including but not limited to as acting as Lead Managers of Public Issues, Private Placements, Loan Syndication, Corporate Debt Restructuring, Mergers and Acquisitions, Corporate Advisory Services, Infrastructure Advisory Solutions and Private Equity (on standalone basis).

9. Total number of locations where business activity is undertaken by the Company:

i) Number of International locations:

• The Company’s international business operations are carried out by various direct and in-direct subsidiaries overseas, through their offices in three international locations namely Hong Kong, Singapore and Mauritius.

ii) Number of National Locations:

The Company has its registered and corporate office in Mumbai in the state of Maharashtra. As on March 31, 2021, Indian operations of the Company are carried out through the office/branch of the Company located in Delhi.

10. Markets served by the Company:

The Company and its subsidiaries/ associate/ joint venture entity serve in the Indian markets and the international markets (as specified above).

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Annexure C

(contd.) Business Responsibility Report

SECTION B: FINANCIAL DETAILS OF THE COMPANY (STANDALONE OPERATIONS/ STANDALONE BASIS)

1. Paid up Capital : ` 4,160.33 lakhs

2. Total Turnover : ` 5578.67 lakhs (including other income)

3. Total Profit after taxes : ` (902.39) lakhs

4. Total Spending on Corporate Social Responsibility (CSR) as percentage of Profit after tax (%)

On a standalone basis, the Company was not required to have CSR spend in the Financial Year 2020-2021 and accordingly, it has not spent any money towards CSR.

However, the subsidiaries of the Company have spent ` 9.42 lakhs during the Financial Year 2020-2021.

5. List of activities in which expenditure in Point No 4 above has been incurred.

The above expenditure was predominately incurred/spent on livelihood of underprivileged section in accordance with Schedule VII of the Companies Act, 2013 and as approved by the CSR Committee of the respective subsidiary entities.

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies?

Yes. As at March 31, 2021, the Company has Fourteen (14) Subsidiaries (including stepdown subsidiaries and three (3) overseas direct and indirect subsidiaries) and one (1) Associate Company.

2. Do the Subsidiary Company/Companies participate in the BR initiatives of the parent Company? If yes, then indicate the number of such subsidiary company(s).

The Company and its Subsidiaries are engaged in financial services. BR Policies / initiatives adopted by the Company are implemented across all subsidiaries. The subsidiaries also participate in the CSR initiatives of the Company through our philanthropic arm, i.e. Centrum Foundation.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity /entities (Less than 30 %, 30-60%, More than 60%)

Other business partners of the Company do not directly participate in the Company’s BR initiatives. However, the Company persistently spreads awareness about the activities undertaken by Centrum Foundation and also encourages its business partners to participate in the BR initiatives and do adopt fair practices to conduct business.

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR:

a) Details of the Director/Directors responsible for implementation of the BR policy/policies:

All Corporate Policies including the Policies forming part of Business Responsibility Reporting are engrained in day-to-day business operations of the Company and are implemented by the Management of the Company at all levels. The responsibility for implementation of BR Policies of the Company is ultimately shouldered by Mr. Jaspal Singh Bindra (DIN- 00128320), Executive Chairman of the Company.

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Annexure C

(contd.) Business Responsibility Report

b) Details of the BR head:

Details of	the BR head:
Sr.	Particulars	Details
1	DIN Number	00128320
2	Name	Mr. Jaspal Singh Bindra
3	Designation	Executive Chairman
4	Telephone Number	022 4215 9000
5	E mail Id	jaspal.bindra@centrum.co.in

2. Principle-wise (as per NVGs) BR Policy/policies

National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business prescribed by the Ministry of Corporate Affairs advocates the nine principles as detailed below:

P1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.

P2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.

P3: Businesses should promote the well-being of all employees.

P4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.

P5: Businesses should respect and promote human rights.

P6: Business should respect, protect, and make efforts to restore the environment.

P7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.

P8: Businesses should support inclusive growth and equitable development.

P9: Businesses should engage with and provide value to their customers and consumers in a responsible manner. The principle wise responses are given below:

A. Details of Compliance (Reply in Y/N)

**S.N. **		Questions		Business		Product		Employee		Shareholder		Human		Environment		Public &		CSR		Customer
				Ethics		Responsibility		Wellbeing		Engagement		Rights		Protection		Regulatory				relation
																Policy
				P1		P2		P3		P4		P5		P6		P7		P8		P9
1		Do you have a		Yes		No (Refer		Yes		Yes		Yes		No (Refer		No (Refer		Yes		Yes
		Policy/ policies for				note 1)								Note 2)		Note 3)
2		Has the Policy		Yes		-		Yes		Yes		Yes		-		-		Yes		Yes
		been formulated
		in consultation
		with the relevant
		Stakeholders?

3 Does policy conform All the policies are formulated in accordance with the applicable regulatory/ statutory requirements and to any national/ Industry standards. international standards 4 Has the policy been Yes --Yes Yes Yes ----Yes Yes approved by the board? If yes has it been signed by MD/ CEO/ appropriate Board Director?

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Centrum Capital Limited Annual Report 2020-21

Annexure C

(contd.) Business Responsibility Report

**S.N. **	Questions	Business Ethics	Product Responsibility	Employee Wellbeing	Shareholder Engagement	Human Rights	Environment Protection	Public & Regulatory Policy	CSR	Customer relation
		P1	P2	P3	P4	P5	P6	P7	P8	P9
5	Dos the Company have a specified committee of the Board/Director/ Official to oversee implementation of thepolicy?	Yes	---	Yes	Yes	Yes	-	-	Yes	Yes
6	Indicate the link for the policy to be viewed online	Most of the relevant policies are disseminated and uploaded for information of relevant stakeholders and employees, either on the Company’s intranet site or on the corporate website of the Company www.centrum.co.in
7	Has the policy been formally communicated to all relevant internal and external stakeholders?	Yes #	-	Yes #	Yes #	Yes #	Yes #	-	-	Yes #
8	Does the Company have in house structure to implement the policy?	All the corporate policies including policies forming part of Business Responsibility Reporting are engrained in the day-to-day business operations of the Company and are implemented at all Management levels and monitored by the Executive Chairman from time to time.
9	Does the Company have a grievance redressal mechanism related to the policy to address stakeholders grievances related to thepolicy?	Yes	-	Yes	Yes	Yes	Yes	-	-	Yes
10	Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?	All the policies and processes are subject to internal review from time to time.

Except the CSR Policy of the Company, all the other policies of the Company are internal documents and are not accessible to the public. These policies have been uploaded on intranet portal of the Company, which is accessible, inter-alia, to all the employees of the Company.

Note 1: The core business area of Centrum Group is to provide financial services. Considering the nature of business of the Company, Principle - 2 may not be strictly applicable. Centrum Group, however, complies with the applicable regulations in respect of its operations.

Note 2: The questions pertaining to Principle 6 are not substantially relevant to Centrum group given that the group operates in financial services sector. Centrum Group along with its employees takes initiatives to reduce consumption of energy and also makes continuous efforts to ensure that there is an optimum utilization of the available resources (like paper, water, etc.) with minimum or no wastage at all.

Note 3: The core business of Centrum Group is to provide financial services and hence Principle 7 has limited applicability.

However, the Company endeavours to comply with all the applicable rules and regulations with respect to its services. We attempt to be transparent, fair in our advice, and responsive to the customer requirements and feedback.

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Annexure C

(contd.) Business Responsibility Report

B. If answer to the question at Sr. No 1 against any principle, is “No”, please explain why:

**S.N. **	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
1	The Company has not understood the principles.
2	The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles
3	The Company does not have financial or manpower resources available for the task
4	It is planned to be done within next six month
5	It is planned to be done within next oneyear
6	Any other reason (Please specify)- Kindly refer to the notes forming part of Table A above		√				√	√

3. Governance related to BR:

• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assesses the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year –

• Though BR performance is an ongoing process, the Board of Directors/ Committee of the Board assess the same annually.

• Does the Company publish a BR or sustainability Report? What is hyperlink for viewing this report? How frequently it is published?

• Yes, the BR Report is a part of the Annual Report of the Company and is available on the website of the Company at www.centrum.co.in

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1:

Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/No. Does it extend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs/ Others?

2. The Company has adopted various policies/code in relation to Ethics, Anti- Bribery and Anti-Corruption and the same are applicable to group entities as well.

3. How many stakeholders’ complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

4. As mentioned in the Corporate Governance Report, no complaints were received from shareholders of the Company during the Financial Year 2020-2021. Additionally, on an ongoing basis, the complaints/ grievances/

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views/ suggestions from viewers and other stakeholders are dealt with by the respective functions within the Company.

Principle 2:

Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle #

The core business area of Centrum Group is to provide financial services. Considering the nature of business of the Company, Principle - 2 may not be strictly applicable. Centrum Group, however, complies with the applicable regulations in respect of its operations.

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

2. Not Applicable

3. For each such product, provide the following details in respect of resource use (energy, water, raw materials etc.) per unit of product (optional) including

4. a) Reduction during sourcing/production/distribution throughout the value chain and b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

5. Not Applicable

6. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably?

7. Not Applicable

8. Has Company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve the capacity and capability of local and small vendors

9. Not Applicable

10. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste. (Separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Not Applicable

Principle 3: Business should promote the well-being of all employees

Details of the Company as at March 31, 2021 are as follows:

1. Please indicate the total number of employees: 39

2. Please indicate the total number of employees hired on temporary/ contractual /casual basis: NIL

3. Please indicate the number of permanent women employees: 10

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1. Please indicate number of permanent employees with disabilities:

2. The Company does not specifically track the number of disabled employees. Centrum is an equal opportunity employer and treats all its employees equally.

3. Do you have employee association that is recognized by management? No

4. What percentage of your permanent employees are members of this recognized employee association? Not Applicable.

5. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending as on the end of the financial year.

6. There were no such complaints received by the Company during the Financial year 2020-2021

7. What percentage of your above-mentioned employees were given safety and skill up-gradation training in the last year?

8. The Company believes in imparting formal and informal trainings to its employees on a continuous basis. The Company has the practice of imparting awareness programmes for prevention of Sexual Harassment Policy, Fire and Safety training and safety training to all permanent employees. Apart from this the Company organises regular induction training for all new employees covering company policies and employee welfare benefits. In addition, specific skill based enhancement programmes are conducted at all levels and Leadership programmes for middle and senior Management team are periodically conducted at the Group Level, covering 25 % of employees.

Principle 4:

Businesses should respect interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

1. Has the Company mapped its internal and external shareholders?

2. Yes

3. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalized stakeholders?

4. Yes

5. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof

6. CSR spends of the Centrum Group are targeted towards long-term sustainable programs that actively contribute to and support the social and economic development of the society.

Principle 5:

Business should respect and promote human rights

1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint ventures/ suppliers/ contractors/ NGOs/Others?

2. Centrum Group has adopted various policies i.e. Code of Conduct, Policy against Sexual Harassment, Whistle Blower Policy, etc. which ensure that there is no violation of human rights in its conduct.

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1. How many stakeholder complaints have been received in the past financial year and what percent the Management satisfactorily resolved?

2. During the year under review, no complaint has been filed with respect to human rights violation from any stakeholder.

Principle 6:

Business should respect, protect, and make efforts to restore the Environment

The questions pertaining to Principle 6 are not substantially relevant to Centrum group given that the group operates in financial service sector. Centrum Group along with its employees takes initiatives to reduce consumption of energy and also makes continuous efforts to ensure that there is an optimum utilization of the available resources (like paper, water, etc.) with minimum or no wastage at all.

1. Does the policy related to principle 6 cover only the Company or extend to the Group/Joint ventures/ suppliers/ contractors/ NGOS/ Others?

2. Not Applicable

3. Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

4. Not Applicable

5. Does the company identify and assess potential environmental risks? Y/N Not Applicable

6. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed? Not Applicable

7. Has Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy etc.? Y/N. If yes, please give hyperlink to web page etc.

8. Not Applicable

9. Are the Emissions/Waste generated by the Company within permissible limits given by CPCB/SPCB for the financial year being reported?

10. Not Applicable

11. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as of end of financial year.

12. Not Applicable

Principle 7:

Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner The core business of Centrum Group is to provide financial services and hence Principle 7 has limited applicability.

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1. Is your Company a member of any trade and chambers or association? If yes, name only those major ones that your business deals with.

2. Not Applicable

3. Have you advocated/lobbied through above associations for advancement or improvement of public good? Yes/No; If yes, specify the broad areas

Not Applicable

Principle 8:

Businesses should support inclusive growth and equitable development

1. Does the Company have specified programmes/ initiatives/ projects in pursuit of the policy related to Principle 8?

2. Yes.

3. Through Centrum Foundation and CSR activities/initiatives, we primarily work on three areas (currently):

4. a) Women Empowerment and gender Equality

5. b) Education at elementary and early childhood stage

6. c) Livelihood initiatives.

The CSR activities / programmes supports inclusive growth and equitable development. Through our businesses, we also cater to financing needs of low and middle income groups for affordable housing, micro finance and small business loans.

1. Are the programmes/ projects undertaken through in-house team/own foundation/ external NGO/ government structures/any other organisation?

To facilitate identifying long-term CSR projects and monitoring implementation, the CSR Committee of the Company has been reconstituted which has assigned the responsibility to identify and monitor CSR spends to a focused team within the Company. Further, the programmes/ projects are also undertaken through Centrum Foundation.

1. Have you done any impact assessment of your initiative?

2. Yes, the Company continuously monitors and assesses the impact of its CSR initiatives.

3. What is Company’s direct contribution to community development projects-Amount in INR and the details of the projects undertaken?

4. Please refer to the Annexure K forming part of the Directors Report.

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community?

At Centrum, we have always believed that, in addition to managing and growing our businesses by efficiently servicing clients with the highest standards of transparency and corporate governance, we should contribute to the betterment of society by bringing positive changes into the lives of those in need. The Centrum Foundation, undertakes a number of initiatives to improve the lives of our fellow citizens. FY2021 was a year of significant achievements, both in terms of activities executed, and people impacted positively.

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COVID-19 Support

The impact of the global COVID-19 pandemic, particularly on the weaker sections of society in India is agonisingly painful. At Centrum Foundation, we have never felt a more pressing need to support this vulnerable section with basic food and nutrition during these difficult days. Through our “Feed the Needy” program, Centrum Foundation provided nutritious meals and food grains and other essentials to underprivileged people.

Principle 9:

Business should engage with and provide value to their customers and consumers in a responsible manner

1. What percentage of customer complaints/ consumer cases are pending as on the end of financial year?

2. The Company in its normal course of business resolves / replies to the customer grievances within the given timelines.

The Company does not have any customer complaints which are pending as on March 31, 2021.

1. Does the Company display product information on the product label, over and above what is mandated as per local laws?

2. Since the Company is not into the manufacturing sector, the above question is not applicable. However, all necessary disclosure requirements relating to the services offered by the Company are complied with.

3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and or anti-competitive behavior during the last five years and pending as of end of financial year?

None

1. Did your Company carry out any consumer survey/ consumer satisfaction trends?

2. The Company has not carried out any formal consumer survey to map customer satisfaction. However, the Group always puts the interests of its clients before its own interest. The Group understands its client’s needs, seeks new opportunities for them, addresses them and delivers unique solutions as per their expectations. The Group promotes its services in ways that do not mislead its clients.

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Annexure D

Corporate Governance Report

Company’s Report on Corporate Governance for the Financial Year ended March 31, 2021, pursuant to Regulation 34(3) and 53(f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I. PHILOSOPHY OF CORPORATE GOVERNANCE:

Centrum Capital Limited (“the Company”) believes that robust ethical practices, transparency in operations and timely disclosures go a long way in enhancing shareholder value while safeguarding the interest of all stakeholders. Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built.

The Company has adopted a Code of Conduct for its employees including the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (“the Act”). The Company’s corporate governance philosophy has been further strengthened through the Centrum Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (“Insider Trading Code”).

The Company is committed to adhere to the Code of Corporate Governance as it means adoption of best business practices aimed at growth coupled with bringing benefits to investors, customers, creditors, employees and the society at large. The objective of the Company is not just to meet the statutory requirements of the Code of Corporate Governance as prescribed under Regulation 34(3) and 53(f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) but also to develop systems and follow practices and procedures to comply with the spirit of law.

Over the years, we have strengthened our governance practices. These practices define the way business is conducted and value is generated. Stakeholders’ interests are the primary consideration in making business decisions.

The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance. In accordance with Regulation 34(3) and 53(f) read with Schedule V of the SEBI Listing Regulations and best practices followed in Corporate Governance, the details of compliance by the Company are as under:

II. BOARD OF DIRECTORS:

In terms of the Company’s Corporate Governance Policy, all statutory and other significant and material information is placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. The Board reviews and approves the strategy and oversees the actions and results of Management to ensure that long term objectives are achieved.

COMPOSITION OF THE BOARD:

The Board comprises of Executive and Non-Executive Directors. The Non-Executive Directors include independent professionals.

The strength of the Board as on March 31, 2021, is 13 (Thirteen) Directors. The Board comprises of 1 (one) Executive Chairman, 5 (Five) Non-Executive Non Independent Directors, 7 (Seven) Non-Executive Independent Directors.

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The Board has identified the following skill sets with reference to its Business and Industry which are available with the Board:

Sr. No	Name of the Director	Expertise in specific functional area
1	Mr. Chandir Gidwani	Entrepreneur, Accounts & Finance, Business Strategy & Corporate Management
2	Mr. Jaspal Singh Bindra	Entrepreneur,Bankingand Finance
3	Mr. Rajesh Nanavaty	Entrepreneur,Investment Advisor - Equity
4	Mr. Rishad Byramjee	Entrepreneur, Shipping & Logistics Industry domain, Business Strategyand Corporate Management
5	Mrs. Mahakhurshid Byramjee	Entrepreneur, Real Estate Development, Business Strategy & Corporate Management
6	Mr. Ramchandra Kasargod Kamath	Professional,Banking& Finance
7	Mr. Subhash Kutte	Professional,Banking& Finance
8	Mr. Manmohan Shetty	Entrepreneur, Film & Entertainment Industry domain, Business Strategy& Corporate Management
9	Mr. Rajasekhara Reddy	Professional,Banking& Finance
10	Mr. Narayan Vasudeo Prabhutendulkar	Professional, Finance, Management & Secretarial
11	Ms. Anjali Seth	Professional, Law – Corporate sector, Merger and Acquisitions and Private Equity
12	Mr. Subrata Kumar Atindra Mitra	Professional,Banking& Finance
13	Mr. Rajesh Kumar Srivastava	Professional,Banking& Finance

The number of Directorships, Committee Memberships/ Chairmanships of all Directors are within respective limits prescribed under the Companies Act, 2013 (“Act”) and Listing Regulations.

DIRECTORS’ DIRECTORSHIPS/COMMITTEE MEMBERSHIPS:

In accordance with Regulation 26 of the SEBI Listing Regulations, none of the Directors are members in more than 10 committees excluding private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 or act as Chairperson of more than 5 committees across all listed entities in which he/ she is a Director (The Audit Committee and Stakeholders’ Relationship Committee are only considered in computation of limits). Further, all Directors have informed the Company about their Directorships, Committee Memberships/ Chairmanships including any changes in their positions held elsewhere.

Relevant details of the Board of Directors as on March 31, 2021, are given below:

Name of Director	Date of Appointment	Category of Director	Directorships in other Indian Public Limited Companies (excluding Centrum)	No. of Board Committees in which Chairperson/ Member (excluding Centrum)	No. of Board Committees in which Chairperson/ Member (excluding Centrum)	List of Directorship held in Other Listed Companies and Category of Directorship
				Chairperson	Member
Mr. Chandir Gidwani DIN: 00011916	07/09/1996	Promoter and Chairman Emeritus	8	2	1	• ADF Foods Limited (Non- Executive Independent Director) • Rap Media Limited (Non- Executive Independent Director)
Mr. Jaspal Singh Bindra DIN: 00128320	21/04/2016	Promoter and Executive Chairman	2	-	-	-

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orporat	e Go	ernan	e Rep	ort_(contd.)_	ort_(contd.)_
Name of Director	Date of Appointment	Category of Director	Directorships in other Indian Public Limited Companies (excluding Centrum)	No. of Board Committees in which Chairperson/ Member (excluding Centrum)		List of Directorship held in Other Listed Companies and Category of Directorship
				Chairperson	Member
Mr. Rajesh Nanavaty DIN: 00005076	13/08/2018	Non-Executive Director	2	-	-	-
Mr. Rajasekhara Reddy DIN: 02339668	14/02/2013	Independent Director	5	-	-	• Vasu Housing Finance Corporation Limited (Debt Listed) (Non-Executive Independent Director)
Mr. Manmohan Shetty DIN: 00013961	05/08/2016	Independent Director	5	-	2	• Imagicaaworld Entertainment Limited (Director) • Mukta Arts Limited (Independent Director)
Mrs. Mahakhurshid Byramjee DIN: 00164191	18/04/2001	Non-Executive Director	-	-	-	-
Mr. Rishad Byramjee DIN: 00164123	11/03/2003	Non-Executive Director	2	-	1	• Centrum Financial Services Limited (Debt Listed) (Non- Executive Independent Director) • Centrum Microcredit Limited (Debt Listed) (Non-Executive Independent Director)
Mr. Subhash Kutte DIN: 00233322	06/07/2015	Independent Director	7	5	2	• Synergy Greens Industries Limited (Independent Director) • Menon Pistons Limited (Independent Director) • Centrum Microcredit Limited (Debt Listed) (Independent Director)
Mr. Ramchandra Kasargod Kamath DIN: 01715073	14/11/2015	Non-Executive Director	3	-	2	• Aavas Financiers Limited (Debt Listed) (Nominee Director) • Spandana Sphoorty Financial Limited (Debt Listed) (Nominee Director)
Mr. Narayan Vasudeo Prabhutendulkar DIN: 00869913	01/10/2018	Independent Director	1	1	-	• Bandhan Bank Limited (Non- Executive Independent Director)

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orporat	e Go	ernan	e Rep	ort_(contd.)_	ort_(contd.)_
Name of Director	Date of Appointment	Category of Director	Directorships in other Indian Public Limited Companies (excluding Centrum)	No. of Board Committees in which Chairperson/ Member (excluding Centrum)		List of Directorship held in Other Listed Companies and Category of Directorship
				Chairperson	Member
Ms. Anjali Seth DIN: 05234352	12/11/2018	Independent Director	7	4	5	• Caprihans India Limited (Non- Executive Independent Director) • Nirlon Limited (Non-Executive Independent Director) • Endurance Technologies Limited (Non-Executive Independent Director) • Kalpataru Power Transmission Limited (Non-Executive Independent Director) • JMC Projects (India) Limited (Non-Executive Independent Director) • Centrum Housing Finance Limited (Debt Listed) (Non- Executive Independent Director)
Mr. Subrata Kumar Atindra Mitra DIN: 00029961	12/09/2019	Independent Director	8	5	4	• Asirvad Microfinance Limited (Debt Listed) (Independent Director) • Onward Technologies Limited (Non-Executive Independent Director) • IL & FS Engineering and Construction Company Limited (Non-Executive Independent Director) • IL & FS Transportation Networks Limited (Non-Executive Independent Director) • Centrum Financial Services Limited (Debt Listed) (Non- Executive Independent Director)
Mr. Rajesh Kumar Srivastava DIN: 00302223	12/02/2020	Independent Director	4	-	3	• LT Foods Limited (Nominee Director)

Notes:

1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

2. Membership of Committee only includes Audit Committee and Stakeholders Relationship Committee in Listed companies other than Centrum Capital Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.

3. Mr. Tejendra Mohan Bhasin, Non-Executive Independent Director resigned from the Board of the Company w.e.f. October 09, 2020 due to preoccupation and there was no material reason other than pre-occupation.

4. Mr. Rishad Byramjee and Mrs. Mahakhurshid Byramjee are related to each other. None of the other Directors are related inter-se.

5. Brief profiles of each of the above Directors are available on the Company’s website: www.centrum.co.in .

6. Maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and rules made thereunder.

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INDEPENDENT DIRECTORS CONFIRMATION BY THE BOARD:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013, has been issued and disclosed on website of the Company viz. www.centrum.co.in

NUMBER OF INDEPENDENT DIRECTORSHIPS:

As per Regulation 17A of the SEBI Listing Regulations, Independent Directors of the Company do not serve as Independent Director in more than seven listed companies.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. In case of business exigencies, the approval of the Board is taken through circular resolutions. The circular resolutions are noted at the subsequent Board Meeting.

The notice and detailed agenda along with the relevant notes and other material information is sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and informed decisions are taken by the Board. Additionally, the Board reviews the performance of the Company vis-à-vis the budgets/targets.

5 (Five) Board Meetings were held during the Financial Year 2020-21 i.e. June 25, 2020, September 14, 2020, November 12, 2020, January 18, 2021 and February 12, 2021 and the gap between any two consecutive meetings was less than 120 days as stipulated under Section 173(1) of the Act and Regulation 17(2) of the SEBI Listing Regulations and the Secretarial Standard by the Institute of Company Secretaries of India.

Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM):

Sr. No	Name of Directors	No. of Board Meetings attended	Whether Attended the AGM held on September 25, 2020
1	Mr. Chandir Gidwani	5	Yes
2	Mr. Jaspal Singh Bindra	5	Yes
3	Mr. Rajesh Nanavaty	5	Yes
4	Mr. Rajasekhara Reddy	4	Yes
5	Mr. Manmohan Shetty	4	Yes
6	Mrs. Mahakhurshid Byramjee	1	No
7	Mr. Rishad Byramjee	5	Yes
8	Mr. Subhash Kutte	5	Yes
9	Mr. Ramchandra Kasargod Kamath	5	Yes
10	Mr. Narayan Vasudeo Prabhutendulkar	5	Yes
11	Ms. Anjali Seth	5	Yes
12	Mr. Subrata Kumar Atindra Mitra	5	Yes
13	Mr. Tejendra Mohan Bhasin*	2	Yes
14	Mr. Rajesh Kumar Srivastava	4	Yes

*Mr. Tejendra Mohan Bhasin resigned as an Independent Director with effect from October 09, 2020.

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III. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013.

The important functions of the Audit Committee are enumerated below:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by them;

4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

5. a. Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of subsection 3 of section 134 of the Companies Act, 2013.

6. b. Changes, if any, in accounting policies and practices and reasons for the same.

7. c. Major accounting entries involving estimates based on the exercise of judgment by management.

8. d. Significant adjustments made in the financial statements arising out of audit findings.

9. e. Compliance with listing and other legal requirements relating to financial statements.

10. f. Disclosure of related party transactions.

11. g. Qualifications, if any, in the draft audit report.

12. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

13. Scrutiny of inter-corporate loans and investments;

14. Evaluation of internal financial controls and risk management systems;

15. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;

16. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

17. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of the appointment of a CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

MEETINGS, COMPOSITION AND ATTENDANCE OF THE AUDIT COMMITTEE:

The Audit Committee met 4 (four) times during the Financial Year 2020-2021. The maximum gap between two Meetings was not more than 120 days. The Committee met on June 25, 2020, September 14, 2020, November 12, 2020 and February 12, 2021. The requisite quorum was present at all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on September 25, 2020.

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The Company Secretary acts as the Secretary to the Audit Committee.

The Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.

The Table below provides the attendance of the Audit Committee members:

Sr. No.	Name of the Directors	Position	Category	No. of Meetings Attended
1	Mr. Rajasekhara Reddy*	Chairman	Independent Director	0
2	Mr. Subhash Kutte**	Chairman	Independent Director	4
3	Mr. Rishad Byramjee	Member	Non-Executive Director	4
4	Mr. Narayan Vasudeo Prabhutendulkar	Member	Independent Director	4

• Mr. Rajasekhara Reddy resigned as Chairman of the Audit Committee w.e.f September 14, 2020

• ** Mr. Subhash Kutte was appointed as Chairman of the Audit Committee w.e.f. November 12, 2020

B. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee is constituted in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations.

The important functions of Nomination & Remuneration Committee are enumerated below:

1. Recommend to the Board the setup and composition of the Board and its committees.

2. Recommend to the Board the appointment / re-appointment of Directors and Key Managerial Personnel.

3. Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors.

4. Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees.

5. Oversee familiarisation programs for Directors.

MEETINGS, COMPOSITION AND ATTENDANCE OF THE NOMINATION AND REMUNERATION COMMITTEE:

During the year, the Nomination & Remuneration Committee met 2 (two) times and required Members were present in the meeting held on June 25, 2020 and February 12, 2021. The table below provides the attendance of the Nomination and Remuneration Committee members:

Sr. No.	Name of the Directors	Position	Category	No. of Meetings Attended
1	Mr. Subhash Kutte	Chairman	Independent Director	2
2	Mr. Chandir Gidwani	Member	Non-Executive Director	2
3	Mr. Rajesh Nanavaty	Member	Non-Executive Director	2
4	Mr. Rajasekhara Reddy*	Member	Independent Director	0
5	Mr. Manmohan Shetty**	Member	Independent Director	1

• Mr. Rajasekhara Reddy resigned as a Member of the Nomination and Remuneration Committee w.e.f September 14, 2020

• ** Mr. Manmohan Shetty was appointed as a Member of the Nomination and Remuneration Committee w.e.f. September 14, 2020

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(contd.) Corporate Governance Report

REMUNERATION POLICY:

The Company’s remuneration policy aims at attracting and retaining high calibre talent. The remuneration policy, therefore, is market-led and takes into account the competitive circumstances of each business, to attract and retain quality talent and leverage performance significantly. Individual performance pay is determined by business performance and individual performance as measured through the annual appraisal process. The Company pays remuneration by way of salary, benefits, perquisites, allowances (fixed component) and commission/ incentives (variable component).

The Company has framed a Remuneration Policy pursuant to Section 178 of the Companies Act, 2013. The Policy is provided as an Annexure to the Directors’ report.

DETAILS OF REMUNERATION OF DIRECTORS (FOR THE YEAR ENDED MARCH 31, 2021):

EXECUTIVE DIRECTORS’ REMUNERATION:

Remuneration to Executive Directors is determined by the Board on the recommendation of the Nomination and Remuneration Committee and subject to Shareholders’ approval.

The Total Fixed Pay paid during the Financial Year ended March 31, 2021, to Mr. Jaspal Singh Bindra is as follows:

Particulars Salaryasperprovisions contained in section 17(1)of the Income Tax Act,1961 Value ofperquisites u/s 17(2)Income Tax Act, 1961 Total Fixed Salary (CTC basis) Notice Period Service Contract*	Mr. Jaspal Singh Bindra `in Lakhs
	292.83
	44.32
	337.15
	3 months
	3years

• Mr. Jaspal Singh Bindra has been re-appointed as Executive Chairman with effect from April 21, 2019, for a period of three years.

NON – EXECUTIVE DIRECTORS’ REMUNERATION:

Non-Executive Directors of the Company are entitled only to sitting fees for the Meetings of Board of Directors and/or Committee meetings attended by them. No other remuneration is being paid to them. The Company paid sitting fees of 1,00,000/- per meeting to Non-Executive Directors for attending Meetings of the Board and 90,000/- per meeting for attending Audit Committee Meetings and ` 25,000 for other Committee Meetings.

Details of Equity Shares held and sitting fees paid to the Non-Executive Directors during the year ended on March 31, 2021:

**Sr. No. **	Name of the Director	Equity Shares held**	Sitting Fees(*`in lakhs.)**
1	Mr. Chandir Gidwani	90,000	6.00
2	Mr. Jaspal Singh Bindra	Nil	Nil
3	Mrs. Mahakhurshid Byramjee	68,61,120	1.00
4	Mr. Rishad Byramjee	7,89,730	8.85
5	Mr. Rajesh Nanavaty	95,500	6.00
6	Mr. Rajasekhara Reddy	Nil	4.00
7	Mr. Manmohan Shetty	Nil	4.25

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orp	orate Governance	Report_(contd.)_
**Sr. No. **	Name of the Director	Equity Shares held**	Sitting Fees(*`in lakhs.)**
8	Mr. Subhash Kutte	Nil	9.60
9	Mr. Ramchandra Kasargod Kamath	Nil	5.00
10	Mr. Narayan Vasudeo Prabhutendulkar	Nil	8.60
11	Ms. Anjali Seth	Nil	5.00
12	Mr. Subrata Kumar Atindra Mitra	Nil	5.00
13	Mr. Tejendra Mohan Bhasin	Nil	2.00
14	Mr. Rajesh Kumar Srivastava	Nil	4.00

• Sitting fees include payments for the Board appointed Committee meetings also.

** Equity shares disclosed above are held in the name of Directors, it does not include equity shares held by their relatives and/or indirectly through Companies /Body corporates

The Company has not granted any stock options to any of the Directors. Further, no severance fees are payable on termination of appointment.

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to provisions of Section 178(5) of the Companies Act, 2013, read with Regulation 20 of the SEBI Listing Regulations, Stakeholders Relationship Committee of the Board has been constituted.

The important functions of the Stakeholders Relationship Committee are enumerated below:

• (1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• (2) Review of measures taken for effective exercise of voting rights by shareholders.

• (3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• (4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

MEETINGS, COMPOSITION AND ATTENDANCE OF THE STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

During the year, the Stakeholders’ Relationship Committee met 1 (one) time and required Members were present in the meeting held on March 31, 2021. The table below provides the attendance of the Stakeholders’ Relationship Committee members:

Sr. No.	Name	Category	Designation in Committee	No. of Meetings Attended
1	Mr. Subhash Kutte	Independent Director	Chairman	1
2	Mr. Rishad Byramjee	Non-Executive Director	Member	1
3	Mr. Chandir Gidwani	Non-Executive Director	Member	1
4	Mr. Rajesh Nanavaty	Non-Executive Director	Member	1
5	Mr. Jaspal Singh Bindra	Executive Chairman	Member	1

The Company Secretary of the Company, acts as the Compliance Officer.

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The Company has appointed M/s. Link Intime India Private Limited as the Registrar and Share Transfer Agent. The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services.

The Company and Registrar have not received any complaint from the shareholders during the Financial Year ended March 31, 2021.

The Company has designated the email id ‘cs@centrum.co.in’ for registering investors complaints, in compliance with Clause 47(f) of the erstwhile Listing Agreement which also meets the requirements of the SEBI Listing Regulations.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The role of Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013, inter alia is to monitor and provide strategic direction for fulfilling the Company’s Corporate Social Responsibility Policy.

The terms of reference of CSR Committee are as follows:

• (1) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• (2) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

• (3) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

MEETINGS, COMPOSITION AND ATTENDANCE OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the year CSR Committee met one time and required Members were present in the meeting held on November 12, 2020. The table below provides the attendance of the Corporate Social Responsibility Committee members:

Sr. No.	Name	Category	Designation in Committee	No. of Meetings Attended
1	Mr. Chandir Gidwani	Non-Executive Director	Chairman	1
2	Mr. Rajesh Nanavaty	Non-Executive Director	Member	1
3	Mr. Subhash Kutte	Independent Director	Member	1

E. FUND RAISING COMMITTEE:

The scope of the Fund Raising Committee is to explore fund raising options available to the Company for raising of funds through further issue of Securities.

MEETINGS, COMPOSITION AND ATTENDANCE OF THE FUND RAISING COMMITTEE:

During the year, the Fund Raising Committee met 39 (Thirty-Nine) times and required Members were present in the meeting. The table below provides the attendance of the Fund Raising Committee members:

Sr. No.	Name	Category	Designation in Committee	No. of Meetings Attended
1	Mr. Chandir Gidwani	Non-Executive Director	Chairman	36
2	Mr. Jaspal Singh Bindra	Executive Director	Member	39
3	Mr. Rishad Byramjee	Non-Executive Director	Member	39

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IV. GENERAL BODY MEETINGS:

Particulars of Annual General Meeting held during the last three years and details of the special resolutions passed there are:

Financial Year	Day, Date and Time	Venue	No. of Special Resolutionspassed
2019-2020	Friday, September 25, 2020 at 03:30 p.m.	Through Electronic mode [video conference (“VC”) or other audio visual means (“OAVM”)]	3
2018-2019	Tuesday, September 12, 2019 at 03:00 p.m.	M. I. G. Cricket Club, M. I. G. Colony, Ramakrishna Paramahans Marg, Bandra East, Mumbai – 400051	1
2017-2018	Monday, August 13, 2018 at 03:00 p.m.	M. I. G. Cricket Club, M. I. G. Colony, Ramakrishna Paramahans Marg, Bandra East, Mumbai – 400051	2

EXTRA ORDINARY GENERAL MEETING:

During the Financial Year 2020-21, no Extra Ordinary General Meeting (“EGM”) of the Members of the Company was held.

POSTAL BALLOT:

During the Financial Year 2020-21, 1 (One) Special Resolution was approved by the Shareholders of the Company through the postal ballot process.

The Company appointed Mr. Umesh P Maskeri (Membership No. 4831 CP No. 12704) Practising Company Secretary as the Scrutinizer for conducting the postal ballot process. The postal ballot process was carried out in a fair and transparent manner. E-voting facility was also offered to Shareholders. The Company followed the procedure relating to E-voting pursuant to applicable provisions of the Companies Act, 2013, read with Rules thereto and the provisions of the SEBI Listing Regulations. The results of postal ballot were also posted on the website of the Company - www.centrum.co.in .

The details of the Postal Ballot conducted during the Financial Year 2020-21, results of which was announced on June 23, 2020, are provided herein below:

A) Postal Ballot Notice dated May 04, 2020, result whereof was announced on June 23, 2020:

SPECIAL RESOLUTION: 1. REAPPOINTMENT OF MR. SUBHASH KUTTE (DIN: 00233322) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF FIVE YEARS:

Category	Mode of Voting	No of shares held (1)	No of votes polled (2)	% of votes polled on outstanding shares(3)	No of votes in favour (4)	No of votes against (5)	% of votes in favour on votes polled (6)	% of votes against one votes polled(7)
Promoter and Promoter Group	E-Voting	158,640,578	154,750,798	97.55	154,750,798	0	100.00	0.00
	Postal Ballot		-	-	-	-	-	-
	Total		154,750,798	**97.55 **	154,750,798	0	100.00	0.00
Public Institutions	E-Voting	1,771,176	0	0.00	0	0	0.00	0.00
	Postal Ballot		-	-	-	-	-	-
	Total		0	0.00	0	0	0.00	0.00

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Category	Mode of Voting	No of shares held (1)	No of votes polled (2)	% of votes polled on outstanding shares(3)	No of votes in favour (4)	No of votes against (5)	% of votes in favour on votes polled (6)	% of votes against one votes polled(7)
Public Non- Institutions	E-Voting	255,620,986	236,779	0.09	235,997	782	99.67	0.33
	Postal Ballot		-	-	-	-	-	-
	Total		236,779	0.09	235,997	782	99.67	0.33
Total		416,032,740	154,987,577	37.25	154,986,795	782	100.00	0.00

PROCEDURE FOR POSTAL BALLOT

Postal Ballot Notice (“Notice”) containing the proposed resolution(s) and explanatory statement(s) pursuant to Section 102 and other applicable provisions, if any, of the Act, are sent only by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members also took placed through the remote e-voting system. This Postal Ballot was accordingly initiated in compliance with the MCA Circulars.

In compliance with the requirements of the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope was not sent to the shareholders for this Postal Ballot. Scrutinizer submits his report to the Chairman or any other person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The results are displayed on the Company’s website ( www.centrum.co.in ) besides being communicated to CDSL and the Stock Exchanges.

V. AFFIRMATIONS AND DISCLOSURES:

• a. Compliances with Governance Framework

The Company complies with all mandatory requirements under the Listing Regulations.

b. Related Party Transactions

The Company has no material significant transactions with its related parties that may have a potential conflict with the interest of the Company. The details of transactions with related parties are given for information under notes to the accounts of the Balance Sheet as on March 31, 2021. The Company has adopted a policy on dealing with Related Party Transactions and the same may be accessed on the Company’s website - www.centrum.co.in .

• c. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three Financial Years.

The Company has complied with all requirements specified under the SEBI Listing Regulations as well as other regulations and guidelines of SEBI. There were no strictures or penalties imposed by either SEBI or Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three Financial years.

d. Whistleblower Policy

The Company has a Whistle Blower Policy/ Vigil Mechanism for the employees to report genuine concerns/ grievances. The Policy is uploaded on the Company’s website: www.centrum.co.in . During the year, there were no instances reported to the Audit Committee.

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e. Disclosure of Accounting Treatment

In preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same.

• f. Disclosures on Risk Management

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimisation procedures. These procedures have been periodically reviewed to ensure that the executive management, controls risk through a properly defined framework. Risk management issues are discussed in the Management Discussion & Analysis Report.

• g. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The Company has utilised the funds towards the object for which preferential allotment of Debentures was made during the year.

• h. A certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority.

The Certificate of Company Secretary in practice is annexed herewith as a part of the report.

• i. Where the board had not accepted any recommendation of any committee of the board, which is mandatorily required, in the relevant financial year.

The Board has accepted all the recommendations of all Committees of the Board.

• j. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part.

Total fees for all services (excluding out of pocket expenses) paid by the Company and its subsidiaries on a consolidated basis is ` 1,23,32,706/-

• k. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Number of complaints filed during the financial year 2020-21 0 Number of complaints disposed off during the financial year 2020-21 0 Number of complaints pending as on end of the financial year. 0

• l. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.

During the Financial Year, the Company has obtained credit rating of BWR PPMLD BBB for its MLD issuance from Brickworks Ratings India Private Limited.

m. Management Discussion and Analysis Report

A Management Discussion and Analysis report forms part of the Annual Report and includes discussions on various matters specified under regulation 34(3) of the SEBI Listing Regulations.

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n. Information to Shareholders

The information as required under Regulation 34(3) of the SEBI Listing Regulations, relating to the Directors proposed to be appointed / re-appointed, is furnished as a part of the Notice convening the Annual General Meeting.

o. CEO/CFO Certification

In accordance with the Regulation 17(8) of the SEBI Listing Regulations, a certificate from the CFO was placed before the Board.

p. Compliance

Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) of the SEBI Listing Regulations is annexed to the Directors’ Report and forms part of the Annual Report.

The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance except as mentioned in the Certificate annexed.

q. Training of Board Members:

The Board is equipped to perform its role of business assessment through inputs from time to time. Directors are fully briefed on all business related matters, risk assessment & minimisation procedures, and new initiatives proposed by the Company. Directors are also updated on changes / developments in the domestic / global corporate and industry scenarios including those pertaining to statutes / legislation and economic environment.

Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, business environment, business strategy and risks involved.

r. Familiarisation Programme for Directors

The Company believes a Board that is well informed or familiarised, can contribute effectively and significantly to discharge its role of trusteeship to fulfil the shareholder aspirations and societal expectations.

The details of familiarisation programmes for Independent Directors may be accessed on the Company’s website - www.centrum.co.in

s. Policy for determining ‘material’ subsidiaries

The Company has formulated and adopted a policy for determining material subsidiary companies and the same may be accessed on the Company’s website www.centrum.co.in

VI. MEANS OF COMMUNICATION:

The quarterly/annual financial results are regularly submitted to the BSE Limited and National Stock Exchange of India Limited in accordance with the SEBI (LODR) Regulations and published in English newspaper namely “Free Press Journal” and in regional language newspaper namely “Navshakti”. The quarterly/ annual financial results are also regularly posted on the Company’s website www.centrum.co.in .

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VII. GENERAL SHAREHOLDER INFORMATION:

• a. Annual General Meeting for FY 2021:

Date: August 26, 2021

Time: 3.00 p.m.

Venue: The Company is conducting meeting through VC/OAVM pursuant to the MCA Circular dated January 13, 2021 and as such there is no requirement to have a venue for the AGM. For details please refer to the Notice of this AGM.

• b. Financial year :

April 01, 2020, to March 31, 2021.

• c. Date of Book Closure:

August 20, 2021 to August 26, 2021 (both days inclusive)

• d. Listing on Stock Exchanges:

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001.

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East) Mumbai 400051

• e. Stock code:

• BSE – 501150 NSE - CENTRUM

• f. Market Price Data:

Share prices of the Company for the period of twelve months from April 2020 to March 2021

Month		BSE Limited		National Stock Exchange of	National Stock Exchange of	India Limited
	High (**)**|**Low (**)	S&P BSE 500	High (**)**|**Low (**)	NIFTY 500
			(closing)			(closing)
Apr-20	14.58	9.50	12,721.00	14.40	9.50	8012.90
May-20	11.49	9.62	12,414.85	11.45	9.60	7822.40
Jun-20	20.35	11.30	13,438.14	20.25	11.00	8474.80
Jul-20	17.90	13.50	14,346.18	18.00	13.60	9031.70
Aug-20	18.30	12.75	14,890.06	18.30	12.75	9372.05
Sep-20	17.20	14.60	14,851.00	17.25	14.40	9341.75
Oct-20	17.60	15.50	15,215.01	17.55	15.35	9581.65
Nov-20	18.80	15.35	16,995.01	18.95	15.25	10719.05
Dec-20	18.55	15.15	18,300.10	18.60	14.60	11518.30
Jan-21	27.15	16.55	17,975.30	27.30	16.60	11302.40
Feb-21	25.80	22.65	19,371.25	25.90	22.95	12181.40
Mar-21	29.25	23.50	19,601.95	29.35	23.40	12313.70

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Price V/S S&P BSE 500

==> picture [435 x 206] intentionally omitted <==

----- Start of picture text -----

35 25000
30
20000
25
15000
20
15
10000
10
5000
5
0 0.00
High ( ) Low ( ) S&P BSE 500 (closing)
April 2001-Jan May 2001-Feb June 2001-Mar July 2001-Apr Aug 2001-May Sep 2001-Jun Oct 2001-Jul Nov 2001-Aug Dec 2001-Sep Jan 2101-Oct Feb 2101-Nov Mar 2101-Dec
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----- Start of picture text -----

Price V/S NSE 500
35 14000
30 12000
25 10000
20 8000
15 6000
10 4000
5 2000
0 0
High ( ) Low ( ) Nifty 500 (closing)
April 2001-Jan May 2001-Feb June 2001-Mar July 2001-Apr Aug 2001-May Sep 2001-Jun Oct 2001-Jul Nov 2001-Aug Dec 2001-Sep Jan 2101-Oct Feb 2101-Nov Mar 2101-Dec
----- End of picture text -----

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g. Registrar and Transfer Agents:

Link Intime India Private Limited C–101, 247 park LBS Marg, Vikhroli West, Mumbai 400 083 Tel. No. 022 –49186000 Fax No.: 022 – 49186060 Email: mumbai@linkintime.co.in

Shares lodged for transfer at the Registrar’s address are normally processed within 15 days from the date of lodgement, and requests for dematerialization of shares are processed and the confirmation is given to the depositories within 15 days from the date of lodgement, if the documents are clear in all respect.

The Company Secretary who is also the Compliance Officer verifies the transfer Register sent by the Registrar. Investors’ grievances, if any, are resolved by the Compliance Officer, failing which, they would be referred to the Stakeholders’ Relationship Committee.

h. Categories of Shareholding as on March 31, 2021:

	Category	No. of Shareholders	No. of fully paid up Equity Shares Held	Percentage of Shareholding
A	Promoter and Promoter’s Group	3	158,755,578	38.16
B	Public	21,396	238,354,928	57.29
C	Non Promoter – Non Public	1	18,922,234	4.55
C1	Shares UnderlyingDRs	0	0	-
C2	Shares held byEmployee Trusts	1	18,922,234	4.55
	GRAND TOTAL(A+B+C)	21,400	416,032,740	100.00

*Shareholders with multiple folios are treated as one.

i. Distribution of Shareholding as on March 31, 2021:

Sr. No.	Category (Shares)	No. of Shareholders	% of Total Shareholders	No. of Shares held	% of Total Shares
1	1 – 500	13666	62.7312	2482715	0.5968
2	501 – 1,000	3048	13.9913	2663376	0.6402
3	1,001 – 2,000	1778	8.1616	2898601	0.6967
4	2,001 – 3,000	782	3.5896	2066194	0.4966
5	3,001 – 4,000	368	1.6892	1346006	0.3235
6	4,001 – 5,000	470	2.1574	2263521	0.5441
7	5,001 – 10,000	679	3.1168	5308705	1.2760
8	10,001 - Above	994	4.5628	397,003,622	95.4261
	TOTAL	21785	100.0000	416,032,740	100.0000

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j. Dematerialization of shares:

The shares of the Company are available for dematerialization and agreements have been signed with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Around 99.61% of the Company’s shares are held in dematerialized mode. Trading in dematerialized form is compulsory for all investors. The Company (through its Registrar and Share Transfer Agents) provides the facility of simultaneous transfer and dematerialization of shares and has confirmed the same to NSDL and CDSL.

There are no shares lying in the demat suspense Account and unclaimed suspense Account.

VIII. Address for Correspondence:

1. To the Company:

Registered Office:

Bombay Mutual Building, 2[nd] Floor, Dr. D.N. Road, Fort, Mumbai - 400001 Tel No: 022 – 22662434; Fax No.: 022 - 22611105 Email: info@centrum.co.in; cs@centrum.co.in

Corporate Office:

Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400098 Tel No.: 022 – 42159000; Fax No.: – 022 42159940 Email: info@centrum.co.in; cs@centrum.co.in

1. Registrar and Share Transfer Agent:

Link Intime India Private Limited Unit: Centrum Capital Limited C-101, 247 Park LBS Road, Vikhroli (West) Mumbai 400 083 Tel No: 022 – 49186000 Fax No.: 022 - 49186060 Email: mumbai@linkintime.co.in

For and on behalf of the Board of Directors

Jaspal Singh Bindra

Place: Mumbai Date: June 22, 2021

Executive Chairman DIN: 00128320

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Board Diversity Policy

PURPOSE

The need for diversity in the Board has come into focus post the changes in the provisions of the Companies Act, 2013 (“Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Listing Agreement.

The Nomination and Remuneration Committee (NRC) has framed this Policy to set out the approach to diversity on the Board of the Company (“Policy”).

SCOPE

This Policy is applicable to the Board of the Company.

REVIEW OF THE POLICY

This Policy will be reviewed and reassessed by the NRC as and when required and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise.

APPLICABILITY TO SUBSIDIARIES

This Policy may be adopted by the Company’s subsidiaries subject to suitable modifications and approval of the Board of Directors of the respective subsidiary companies.

COMPLIANCE RESPONSIBILITY

POLICY STATEMENT

The Company recognizes the importance of diversity in its success. Considering the diverse business of the Company, it is essential that the Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. The combination of Board having different skill set, industry experience, varied cultural and geographical background and gender diversity will bring a variety of experience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit, the diversity of Board in aggregate will be of immense strength to the Board in guiding the Company successfully through various geographies.

The Committee reviews and recommends appointments of new Directors to the Board. In reviewing and determining the Board composition, the NRC will consider the merit, skill, experience, gender and other diversity of the Board.

To meet the objectives of driving diversity and an optimum skill mix, the NRC may seek the support of Human Resources and NRC will ensure that no person is discriminated on grounds of religion, race, gender, nationality, origin or any personal or physical attribute which do not speak to such person’s ability to perform as Board Member.

The NRC shall support laying down a succession plan and drive the understanding of talent across the organization and support development programs for the Board. As part of the exercise, it will also review and suggest training for directors. Amongst the key requirements is to also plan for the evolution of nonexecutive directors over the medium term to maintain appropriate mix of skills, age and gender diversity on the Board.

Compliance of this Policy shall be the responsibility of the Chief Financial Officer of the Company who shall have the power to ask for any information or clarifications from the management in this regard.

The effective implementation responsibility of this policy requires that shareholders should judge for themselves whether the Board as constituted is adequately diverse. To this end, Centrum shall continue to provide sufficient information to shareholders about the size, qualification and characteristics of each Board Member.

CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS

PURPOSE

The purpose of this Policy is to define guidelines that will be used by the Nomination and Remuneration Committee/ Board to assess the independence of Directors of the Company.

INDEPENDENCE GUIDELINES

A Director is considered independent if the Board makes an affirmative determination after a review of all relevant information. The Board has established the categorical standards set forth below to assist it in making such determinations.

• a. He is not a promoter nor related to the promoters or directors in the Company or its holding, subsidiary or associate company or member of the promoter group of the listed entity (persons occupying the management positions at the Board level or at one level below the Board of the Company;

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• b. Neither him nor his relative –

has or had any pecuniary relationship other than remuneration as such director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed or transaction with the company or its holding or its subsidiary or its associate companies during the current FY or two preceding FYs, except to the extent of profit related commission and fees for participation in the board meeting (For relativespecuniary relationship or transactions of 2 percent or more of its gross turnover or total income of ` 50 lakhs whichever is lower);

• c. None of whose relatives—

• (i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent. of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

• (ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year;

• (iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

• (iv) has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two percent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub- clause (i), (ii) or (iii);]

• (v) held the position of key management person or was or has been employee of the

Company, its holding, subsidiary or associate company, in any of the preceding three financial years immediately preceding the financial year in which he is proposed to be appointed;

• d. Had held the position of key management personnel or was or has been employee of the Company, its holding, subsidiary or associate company, in any of the preceding three financial years;

• e. Was an employee or proprietor or a partner, in any of the following:

• (i) a firm of auditors or company secretaries in practice or cost auditors or the internal audit firm of the Company or its holding, subsidiary or associate company; or

• (ii) any legal or consulting firm that has or had any transaction with the Company or its holding, subsidiary or associate company, amounting to 10 percent or more of the gross turnover of such firm, during the three immediately preceding financial years or during the current financial year;

• f. Is holding 2 percent or more of the total voting power of the Company;

• g. He was not:

• a material supplier, service provider or customer or a lessor or lessee of the Company, which may affect my independence; and

• a Chief Executive or a director, of any nonprofit organisation that receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or such organisation that holds 2% or more of the total voting power of the Company.

• h. Who is not a non-independent director of another company on the board of which any nonindependent director of the listed entity is an independent director.

• i. Is not less than 21 years of age.

• j. Independent Director should have registered his name with the data bank maintained by India Institute of Corporate Affairs and pass the online test, if applicable

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Annexure F

Nomination And Remuneration Policy

BACKGROUND

Section 178 of the Companies Act, 2013 (“the Act”) and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), as amended from time to time, read with Part D of Schedule II of the Listing Regulations, requires the Nomination and Remuneration Committee (“NRC” / “the Committee”) to formulate a policy relating to the remuneration for the Directors, Key Managerial Personnel (“KMPs”), Senior Management and other employees of Centrum Capital Limited (“the Company”) and recommend the same for approval of the Board. Further, Section 178(4) of the Act stipulates that such policy is required to be disclosed in the Board’s Report.

Section 134 of the Act stipulates that the Board’s Report is required to include a statement on Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and remuneration for KMPs and other employees.

The Key Objectives of the NRC shall be:

1. To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

2. To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

3. To provide to Key Managerial Personnel and Senior Management rewards linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

4. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

5. To devise a policy on Board diversity

6. To develop a succession plan for the Board and to regularly review the plan

Accordingly, the Board of Directors of the Company constituted the NRC at the Meeting held on August 28, 2014 with immediate effect, consisting of three (3) Non-Executive Directors of which not less than one half are Independent Directors. The Chairman of the Committee is an Independent Director.

1. OBJECTIVE & APPLICABILITY

The objective of this Policy is:

1. To formulate the criteria for determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director.

2. To provide the framework for tenure, removal/ retirement of Directors, Key Managerial Personnel and Senior Management.

3. To provide the framework for determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management.

4. To provide the framework for evaluation of the performance of the Board and its constituents.

2. DEFINITIONS

“Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

“Board of Directors” or “Board” means the Board of Directors of Centrum Capital Limited as constituted/re-constituted from time to time.

“Company” means Centrum Capital Limited. “Directors” mean Directors of the Company

“Key Managerial Personnel” or “KMP” means Key Managerial Personnel as defined under the provisions of the Companies Act, 2013 from time to time.

“Nomination and Remuneration Committee” or “Committee” means the Committee of the Board constituted/re-constituted under the provisions of Regulation 19 of the Listing Regulations read with Section 178 of the Companies Act, 2013 as in force from time to time.

“Policy” or “this Policy” means Nomination and Remuneration Policy.

“Senior Management” means officers one level below the Executive Directors on the Board.

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(contd.) Nomination And Remuneration Policy

3. ROLE OF NRC

3.1. Matters to be dealt with, perused and recommended to the Board by the NRC

The Committee shall:

• 3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

• 3.1.2. Identify persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this Policy.

• 3.1.3. Recommend to the Board, appointment including the terms and removal of Directors, KMPs and Senior Management Personnel.

• 3.1.4.Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

3.2. Policy for appointment and removal of Director, KMPs and Senior Management

3.2.1. Appointment criteria and qualifications

• a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director with the objective of having a Board with diverse background and experience in business, education and public service and recommend to the Board his / her appointment.

Attributes expected of all Directors include independence, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

Appointment of Independent Directors is subject to the provisions of Section 149 of the Act read with Schedule IV and rules thereunder and the Listing Regulations. The NRC shall check that the proposed person satisfies the criteria of independence as stipulated under Section 149(6) of the Act and the Listing Regulations, before his/ her appointment as an Independent Director.

No person shall be appointed as a Director, if he/she is subject to any disqualifications as stipulated under the Act or any other law(s) for the time being in force.

• b) A person shall possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. In evaluating the suitability of individual Board members, the Committee considers many factors, including general understanding of marketing, finance, operations, management, public policy, legal, governance and other disciplines. The Board evaluates each individual in the context of the Board as a whole, with the objective of having a group that can best perpetuate the success of the Company’s business and represent stakeholders’ interests through the exercise of sound judgment, using its diversity of experience.

• c) The Company shall not appoint or continue the employment of any person as Wholetime Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. No re-appointment of a Whole-time Director shall be made earlier than one year before the expiry of the current term.

In determining whether to recommend a Director for re-election, the Committee shall consider the Director’s past attendance at meetings, participation in meetings and contributions to the activities of the Board.

3.2.2. Term / Tenure

• a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not

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Annexure F

(contd.) Nomination And Remuneration Policy

exceeding Three/Five years at a time. As mentioned above, no re-appointment shall be made earlier than one year before the expiry of the current term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

• No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.

• At the time of appointment of Independent Director it shall be ensured that the number of Boards on which such Independent Director serves as an Independent Director is restricted to seven listed companies and three listed companies in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3.2.3. Evaluation

The Company shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

• A. Senior Management/ KMPs/ Employees

The Human resource (“HR”) Department shall carry out the evaluation of the senior management/ KMPs/ employees, every year ending March 31[st] , with the Department Head(s)/ Management concerned. Key Responsibility Areas (“KRAs”) shall be identified well in advance. Performance benchmarks shall be set and evaluation of employees shall be done by the respective reporting Manager(s)/ Management to determine whether the set performance benchmarks are achieved. The payment of remuneration/ annual increment to the aforementioned persons shall be determined after the satisfactory completion of evaluation process.

The HR Department of the Company is authorized to design the framework for evaluating the EDs/KMPs/Senior Management Personnel/Employees.

The objective of carrying out the evaluation by the Company shall be to identify and reward those with exceptional performances during any financial year. Training and Development Orientation programs on a need basis shall be provided to employees, whose performance during any financial year does not meet the benchmark criteria.

3.2.4. Removal

Due to reasons of any disqualification mentioned in the Act or under any other applicable Acts, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.5. Retirement

The Director, KMPs and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board shall have the discretion to retain the Director, KMPs, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

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(contd.) Nomination And Remuneration Policy

3.3. Policy relating to the Remuneration for the KMP and Senior Management Personnel

3.3.1. General:

• a) NRC while determining the criteria for remuneration for Directors, KMPs/Senior Management and other employees ensures that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate personnel of the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

• b) The remuneration / compensation / commission etc. to the Whole-time Directors, KMPs and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/ post approval of the shareholders of the Company as per the provisions of the Act read with applicable clauses of the Listing Regulations, if any.

• c) The remuneration and commission to be paid to the Whole-time Directors shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

• d) Increment to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Directors and Managing Director.

• e) Where any insurance is taken by the Company on behalf of its Whole- time Directors, the Chief Executive Officer, the Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time Directors, KMPs and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as approved by the Board/ Committee, as the case may be. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ Committee/ the Person authorized by the Board/ Committee and approved by the shareholders, wherever required.

• b) Variable pay:

• Variable Pay shall be linked to assessment of performance and potential. This would be based on Key Result Areas (KRAs), Standards of Performance and achievement of targets with overall linkage to company Budgets and business/functional targets/objectives.

Depending on the nature of the business/ function, the risk involved, the time horizon for review of quality and longevity of the assignments performed, various forms of Variable Pay may be applicable. The incentive compensation may include Stock Appreciation Rights (SARs) or Employee Stock Options (ESOPs) that would be structured, variable incentives, linked to stock price of the Company, payable over a period of time.

c) Minimum Remuneration:

• If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its

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(contd.) Nomination And Remuneration Policy

Whole-time Directors in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the approval of the Shareholders.

• d) Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Shareholders, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Shareholders.

3.3.3. Remuneration to Non- Executive / Independent Director:

Overall remuneration shall be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.

Independent Directors (“ID”) and Non-Independent Non-Executive Directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and the committees of which they may be members) and commission within the regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required.

Within the parameters prescribed by law, the payment of sitting fees and commission shall be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) shall be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives). Provided that the amount of such fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules thereunder or any other enactment for the time being in force.

Overall remuneration practices shall be consistent with recognised best practices.

In addition to the sitting fees and commission, the Company may pay to any Director such fair

and reasonable expenditure, as may have been incurred by the Director while performing his/ her role as a Director of the Company. This could include reasonable expenditure incurred by the Director for attending Board/Board committee meetings, general meetings, court convened meetings, meetings with shareholders/creditors/ management, site visits, Client Visits, induction and training (organised by the Company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his/her duties as a director.

4. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

• 4.1 Ensuring that there is an appropriate induction in place for new Directors and reviewing its effectiveness;

• 4.2 Ensuring that on appointment to the Board, the Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• 4.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

• 4.4 Determining the appropriate size, diversity and composition of the Board;

• 4.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

• 4.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

• 4.7 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

• 4.8 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• 4.9 Recommend any necessary changes in the Policy to the Board; and

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Annexure F

(contd.) Nomination And Remuneration Policy

• 4.10 Considering any other matters, as may be requested by the Board.

subsequent meeting. Minutes of the Committee meetings shall be tabled at the subsequent Board and Committee meeting.

5. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

• 5.1 to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate regarding all elements of the remuneration of the members of the Board.

• 5.2 to approve the remuneration of the Senior Management including key managerial personnel of the Company, in line with the Policy, maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

• 5.3 to delegate any of its powers to one or more of its members or the Secretary of the Committee.

• 5.4 to consider any other matters as may be requested by the Board.

• 5.5 Professional indemnity and liability insurance for Directors and senior management.

6. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings shall be minuted and signed by the Chairman of the Committee at the

7. APPLICABILITY TO SUBSIDIARIES

This policy may be adopted by the Company’s subsidiaries subject to suitable modifications and approval of the Board of Directors of the respective subsidiary companies.

8. REVIEW AND AMMENDMENT

1. The NRC or the Board may review the Policy annually or earlier when it deems necessary

2. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement for better implementation to this Policy, if it thinks necessary

3. This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there are any statutory changes necessitating the change in this Policy.

9. COMPLIANCE RESPONSIBILITY

Compliance of this policy shall be the responsibility of the Chief Financial Officer of the Company who shall have the power to ask for any information or clarification from the management in this regard.

10. DISCLOSURES

The Company shall disclose this Policy on its website and a web link thereto shall be provided in the Annual Report.

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Annexure G

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provision thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

1. The details of contracts or arrangements or transactions entered into during the year ended March 31, 2021, which were not at arm’s length basis.

Sr. No	Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ Transactions	Duration of the contracts/ arrangements /transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Justification for entering into such contracts or arrangements or transactions	Date of approval by the Board	Amount paid as advances, if any	Date on which the special resolution was passed in general meeting as required under first proviso to section 188
1	-	-	-	-	-	-	-	-

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Annexure G

Form AOC-2 (contd.)

2. Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangements or transactions at arm’s length basis for the year ended March 31, 2021, are as follows:

	March 31, 2021,	are as follows:
Sr. No	Name(s) of the related party & Nature of relationship	Nature of transaction	Transaction Value (**in Lakhs)**<br>**Aggregate**|**Duration of**<br>**transaction**|**Salient terms of**<br>**transaction**|**Date of**<br>**approval/**<br>**noting by**<br>**the Board**|**Amount**<br>**paid in**<br>**advance**<br>**(**in Lakhs)
1	Centrum Retail Services Limited	Inter Corporate Deposit Given	22,952.00	01.04.2020 to 31.03.2021	ROI: 13% p.a. Repayable Terms: on or before 31.03.2021	25.06.2020	--
2	Centrum Capital Advisors Limited	Inter Corporate Deposit Given	2,800.00	01.04.2020 to 31.03.2021	ROI: 13% p.a. Repayable Terms: on or before 31.03.2021	25.06.2020	--
3	Centrum REMA LLP	Loans and Advances Given	557.39	01.04.2020 to 31.03.2021	ROI: 13% p.a. Repayable Terms: on or before 31.03.2021	25.06.2020	--
4	Centrum Microcredit Limited	Inter Corporate Deposit Given	1,500.00	01.04.2020 to 31.03.2021	ROI: 13% p.a. Repayable Terms: on or before 31.03.2021	25.06.2020	--
5	Centrum Alternative Investment Managers Limited	Inter Corporate Deposit Given	200.00	01.04.2020 to 31.03.2021	ROI: 13% p.a. Repayable Terms: on or before 31.03.2021	25.06.2020	--
6	Centrum Microcredit Limited	Investment made during the year in Compulsory Convertible Debentures	500.00	01.04.2020 to 31.03.2021	No. of Debenture: 50 lacs Face value:`10 Interest rate: 15% p.a.	25.06.2020	--
10	Centrum Retail Services Limited	Shared Service Income	463.88	01.04.2020 to 31.03.2021	Services includes managed services	25.06.2020	--
11	Centrum Investment Advisors Limited	Commission and Brokerage Paid	636.71	01.04.2020 to 31.03.2021	Commission for raising funds (Market Linked Debentures) during the financialyear 2020-21	25.06.2020	--
12	Amritpal Singh Bindra	Purchase of CRSL Equity Shares	625.00	one or more tranches	Part payment of Consideration in kind (Second Tranche)	28.05. 2019	--
13	Centrum Microcredit Limited	Investment made in preference shares	500.00	01.04.2020 to 31.03.2021	No. of Pref. Shares: 50,00,000 Face Value:`10	25.06.2020	--

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Form AOC-2 (contd.)

Annexure G

|Sr.
No|Name(s) of
the related
party &
Nature of
relationship|Nature of
transaction|Transaction
Value
(**in Lakhs)**<br>**Aggregate**|**Duration of**<br>**transaction**|**Salient terms of**<br>**transaction**|**Date of**<br>**approval/**<br>**noting by**<br>**the Board**|**Amount**<br>**paid in**<br>**advance**<br>**(**in
Lakhs)|
|---|---|---|---|---|---|---|---|
|14|Centrum
Financial
Services
Limited|Professional
Fees|335.00|01.04.2020
to 31.03.2021|Referral fee paid for
sourcing syndication
mandate|25.06.2020|--|
|15|Centrum
Financial
Services
Limited|Corporate
Guarantee
given|19,400.00|01.04.2020
to 31.03.2021|Guarantee from Holding
Company being part
of the sanctioned
terms and conditions
stipulated by Banks /
Financial Institutions|25.06.2020|--|
|16|Centrum
Microcredit
Limited|Corporate
Guarantee
given|7,782.98|01.04.2020
to 31.03.2021|Guarantee from Holding
Company being part
of the sanctioned
terms and conditions
stipulated by Banks/
Financial Institutions|25.06.2020|--|
|17|Centrum
Housing
Finance
Limited|Corporate
Guarantee
given|4,000.00|01.04.2020
to 31.03.2021|Guarantee from Holding
Company being part
of the sanctioned
terms and conditions
stipulated by Banks/
Financial Institutions|25.06.2020|--|
|18|Centrum
Broking
Limited|Corporate
Guarantee
given|13,075.00|01.04.2020
to 31.03.2021|Guarantee from Holding
Company being part
of the sanctioned
terms and conditions
stipulated by Banks/
Financial Institutions|25.06.2020|--|

For and on behalf of the Board of Directors

Jaspal Singh Bindra

Executive Chairman DIN: 00128320

Place: Mumbai Date: June 22, 2021

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Annexure H

Form No. MR-3 Secretarial Audit Report

For the Financial Year ended March 31, 2021 Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To

The Board of Directors

Centrum Capital Limited

Registered Office, Bombay Mutual Building 2[nd] Floor, D N Road, Fort Mumbai-400001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Centrum Capital Limited (hereinafter called “the Company”) incorporated on November 18, 1977, having CIN L65990MH1977PLC019986 and Registered Office at Bombay Mutual Building, 2[nd] Floor, D. N. Road. Fort, Mumbai- 400001 and having its corporate office at Centrum House, CST Road, Santacruz East, Mumbai, for the Financial Year ended on March 31, 2021. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31, 2021 according to the provisions of:

• (i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

• (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (f) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

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Annexure H

Form No. MR-3 (contd.)

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

• (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

I have relied on the representation made by the Company and its officers for the systems and the mechanism formed by the Company for the compliances under the applicable Acts/laws and regulations to the Company.

The following regulations are specifically applicable to the Company:

• (a) The Securities and Exchange Board of India (Merchant Banking) Regulations, 2011

• (b) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

• (c) The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

• (d) The Securities and Exchange Board of India (Underwriters) Regulations, 1993

• (e) Securities and Exchange Board of India (Intermediaries) Regulations, 2008

• (f) Prevention of Money Laundering Act, 2002

• (g) Sexual Harassment of Women at workplace (Prevention, prohibition and Redressal) Act, 2013

• I have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India: Applicable with effect from July 1, 2015

• (ii) The Listing Agreement entered into by the Company with BSE Limited and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review:

1. The members of the Company, at the Annual General Meeting held on September 25, 2020 approved the following resolutions:

2. i) Special Resolution: Approval and ratification of appointment of Mr. Subrata Kumar Atindra Mitra (DIN 000299961) as Independent Director for a period of five years from September 12,2019 to September 11, 2024 pursuant to the provisions of Section 149, 152 and 161(1) and Schedule IV of the Companies Act, 2013, provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

3. ii) Ordinary Resolution: Approval and ratification of appointment of Mr. Tejendra Mohan Bhasin (DIN 03091429) as Independent Director for a period of five years from December 13, 2019 to December 12, 2024 pursuant to the provisions of Section 149, 152 and 161(1) of Companies Act, 2013, provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

4. iii) Ordinary Resolution: Approval and ratification of appointment of Mr. Rajesh Kumar Srivastava (DIN 00302223) as Independent Director for a period of five years February 12, 2020, up to February 11, 2025, pursuant to the provisions of Section 149, 152 and 161(1) of Companies Act, 2013, provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

5. iv) Special Resolution: Approval for Re- appointment of Mr. Manmohan Shetty (DIN 00013961) as Independent Director for a period of five years from August 05, 2021 to August 04, 2026 pursuant to the provisions of Section 149, 152 and 161(1) of Companies Act, 2013, provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

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Annexure H

Form No. MR-3 (contd.)

• v) Special Resolution: Approval of continuance of directorship of Ms. Mahakhurshid Byramjee (DIN 00164191) for the existing term of office in partial modification of the resolution passed by the shareholders at the 41[st] Annual General Meeting held on September 12, 2019.

• The Members of the Company, through postal ballot, which concluded on June 23, 2020 passed a special resolution approving Re-appointment of Mr. Subhash Kutte (DIN 00233322) as an Independent Director for a second term of five years from July 06, 2020 to July 05, 2025 pursuant to the provisions of Section 149, 152 and 161(1) and Schedule IV of the Companies Act, 2013, provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015.

• The Company has issued Market Linked Debentures on private placement and listed the same on the BSE Limited and complied with the formalities, as per details furnished in the Annexure I

• Mr. Tejendra Bhasin (DIN 03091429) tendered his resignation for the office of Independent Director on October 09, 2020 and has complied with the provisions of SEBI LODR in this regard.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors including the woman director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance as per the requirement of the regulations, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through recorded as part of the minutes. All the resolutions were passed unanimously.

I further report that based on review of compliance mechanism established by the Company, I am of the opinion that the Company has adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY COP No. 12704 FCS No 4831 ICSI UDIN F004831C000495068

Place: Mumbai Date: June 22, 2021

Note:

This report is to be read with our letter of even date which is annexed as ANNEXURE I and forms an integral part of this report.

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Form No. MR-3 (contd.)

Annexure H

ANNEXURE I

To

The Members

Centrum Capital Limited

Registered Office, Bombay Mutual Building 2[nd] Floor, D N Road, Fort Mumbai-400001

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704

Place: Mumbai Date: June 22, 2021

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Annexure H

Secretarial Compliance Report

For the Financial Year ended March 31, 2021

Pursuant to Circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019 Issued by the Securities and Exchange Board of India

To

The Members of:

Centrum Capital Limited

Registered Office, Bombay Mutual Building 2[nd] Floor, D N Road, Fort

Mumbai-400001

I, Mr. Umesh P Maskeri, Practicing Company Secretary, have examined:

• a) All the documents and records made available to me and explanation provided by Centrum Capital Limited (“the listed entity”),

• b) the filings/submissions made by the listed entity to the stock exchanges,

• c) website of the listed entity

• d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year Financial Year 2020-21 (“Review Period”) in respect of compliance with the provisions of:

• a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; 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 specified 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 (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

• (e) Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014;

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (g) Securities and Exchange Board of India (Issue and Listing of Non-convertible and Redeemable Preference Shares) Regulations, 2013;

• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (i) Securities and Exchange Board of India (Merchant Bankers) Regulations, 2013

• (j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

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Annexure H

(contd.) Secretarial Compliance Report

And circulars/guidelines issued thereunder;

• (a) And based on the above information, I hereby report that, during the Review Period, 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)	Deviations	Observations/ Remarks of the Practicing Company Secretary
NIL

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

• (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
NIL				No such instance

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

Sr. No.	Observations of the	Observations made in the	Actions taken	Comments of
	Practicing Company	secretarial compliance report for	by the listed	the Practicing
	Secretary in the previous	the year ended… (The years are to	entity, if any	Company
	reports	be mentioned)		Secretary on
				the actions
				taken by the
				listed entity

No such adverse observations in the previous reports. Hence not applicable.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY COP No. 12704 FCS No 4831 UDIN F004831C000495079

Place: Mumbai Date: June 22, 2021

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Annexure H

(contd.) Secretarial Compliance Report

ANNEXURE I

To

The Members of:

Centrum Capital Limited

Registered Office, Bombay Mutual Building 2[nd] Floor, D N Road, Fort Mumbai-400001

Our report of even date is to be read along with this letter:

1. Compliance with the provisions of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and the SEBI regulations and Circulars is the responsibility of the management of the Company. My responsibility is to express an opinion on these compliances based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the compliance of SEBI LODR, SEBI regulations and SEBI Circulars. The verification was done on test basis to ensure that correct facts are reflected in the compliance records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Compliance Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY COP No. 12704 FCS No 4831 UDIN F004831C000495079

Place: Mumbai Date: June 22, 2021

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Annexure I

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF ALL EMPLOYEES:

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

follows:
Median remuneration of all the employees of the Companyfor the Financial Year 2020-21	11,88,795/-
Thepercentage increase in the median remuneration of employees in the Financial Year 2020-21	4.01%
The number ofpermanent employees on the rolls of Companyas on March 31, 2021	39

Sr. No.	Name of Director	Designation	Ratio of remuneration to median remuneration of all employees
1.	Mr. Jaspal Singh Bindra	Executive Chairman	28.36:1

Notes:

The ratio of remuneration to median remuneration is based on annualized remuneration of employees.

ii. AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION:

• a. The average increase in remuneration of employees other than managerial personnel during the financial year 2020-21 is 7.19%

• b. Increase in managerial remuneration is (28.52)%.

iii. REMUNERATION DETAILS PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

Details of Top ten employees in terms of remuneration drawn and employees employed throughout the financial year and were in receipt of remuneration for that year which, in the aggregate, was not less than ` 1,02,00,000/-

`1,02,00,00	0/-
Name	**Designation **	Remuneration received (`in Lakhs)	Nature of employment	Qualification/ experience	Date of commencement	Age	Last employment	Total Experience	No of equity Shares held	Whether relative of any director/ manager
Mr. Jaspal Singh Bindra	Executive Chairman	337.15	Contract	ACA, MBA	21/04/2019	60	Standard Chartered Bank	36	NIL	No

Remuneration shown above includes Salary, Performance Reward / Special Allowance, Company House Accommodation / Rent Perquisite for Accommodation, Leave Travel Allowance, Medical Reimbursement, and Perquisite for Car, Bonus, Variable Pay, Commission, monetary value of perquisites as per income tax rules

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Annexure I (contd.)

and Company’s Contribution to Provident Fund. However, it does not include Leave Encashment, Companies Contribution to Gratuity Fund.

There are no other employees, who draw remuneration in excess of as mentioned under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

iv. PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CFO, CEO, CS, IF ANY IN THE FINANCIAL YEAR

					`In Lakhs
Sr.	Name of the Director	Designation	2020-21	2019-20	% of increase in
No.					remuneration
1	Mr. Jaspal Singh Bindra	Executive Chairman	337.15	428.20	(21.26)
2	Mr. Sriram Venkatasubramanian	CFO	101.93	143.60	(29.01)
3	Mr. Alpesh Shah	CompanySecretary	24.76	24.35	1.68

v. AFFIRMATION

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors

Jaspal Singh Bindra

Executive Chairman DIN: 00128320

Place: Mumbai Date: June 22, 2021

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Annexure J

Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014

Sr. No.	Particulars	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2018	CCL Employee Stock Option Scheme 2018	CCL Employee Stock Option Scheme 2018
1	Date of shareholders’ approval	August 31, 2017		March 29, 2018
2	Total number of stock options approved	2,45,81,160*		2,45,81,160*
3	Vesting requirements	All the granted Options shall Vest with the Participant on the last day of the of 1styear from the Grant date	Sr. No. 1 2 3 4 5	Particulars	Maximum options entitled for vesting
				At the end of Year 1 from the Grant date	20 (Twenty)% of total options granted
				At the end of Year 2 from the Grant date	20 (Twenty)% of total options granted
				At the end of Year 3 from the Grant date	20 (Twenty)% of total options granted
				At the end of Year 4 from the Grant date	20 (Twenty)% of total options granted
				At the end of Year 5 from the Grant date	20 (Twenty)% of total options granted
4	Pricing Formula	The Exercise Price for the Options granted shall be`.12.50 per share	The Exercise Price for the Options granted shall be decided by the Board/ Committee/Trust, in such manner, during such period, in one or more tranches and on such terms and conditions as it may deem fit, provided that the exercise price per option shall not be less than the face value of the equity share of the Company and shall be subject to compliance with the accounting policies under the regulations as maybe applicable.
5	Maximum term of stock optionsgranted	5 years	5 years
6	Source of shares (primary, secondaryor combination)	Secondary	Secondary

*Common pool for both schemes

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Annexure J (contd.)

Sr. No.	Particulars	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2018
7	Variation in terms of stock options	The following clauses were revised vide Postal Ballot Notice dated February 09, 2018 a. Revised Clause 3.5 - “Exercise Period” means the period of 5 years from the Grant Date, subject to Clause 13 of the Plan, unless the Board/ Committee/ Trust decides otherwise; and b. Revised Clause 7.2 - Subject to continued employment and in accordance with Clause 10 of the Plan, all the granted Options shall Vest with the Participant on the last day of the of 1styear from the Grant date.	NIL
8	Number of stock options outstanding at the beginning of theperiod	13,00,000	38,00,000
9	Number of stock options granted duringtheyear	NIL	NIL
10	Number of stock options forfeited/ lapsed/ cancelled duringtheyear	NIL	NIL
11	Number of stock options vested duringtheyear	5,00,000	7,60,000
12	Number of stock options exercised duringtheyear	5,00,000	NIL
13	Number of shares arising as a result of exercise of stock options	NIL	NIL
14	Money realized by exercise of stock options during the year (`. in lacs)	62.50	NIL
15	Loan repaid by the Trust during the year from exercise price received	NIL	NIL
16	Number of stock options outstanding at the end of the year	8,00,000	38,00,000
17	Number of stock options exercisable at the end of the year	8,00,000	10,90,000

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Annexure J (contd.)

Sr. No.	Particulars	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2018
18	Stock options granted to Senior Managerial Personnel /Key Managerial Personnel of the Company and its subsidiaries.	NIL	NIL
19	Employees who were granted in the year stock options amounting to 5% or more of the stock options granted duringtheyear	NIL	NIL
20	Identified employees who were granted stock options, during the year, equal or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	NIL	NIL
21	Disclosure in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant Accounting Standards	Refer note 44 of Notes forming part of Standalone Financial Statements
22	Diluted Earnings Per Share (EPS) on issue of shares pursuant to all the Schemes in accordance with ‘Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant Accounting Standards	-
23	Method used to account for ESOS – Intrinsic or fair value	Fair Value	Fair Value
24	The difference between the intrinsic value of the stock options and the fair value of the stock options and its impact onprofits and on EPS		-
25	Weighted-average exercise prices and weighted-average fair values of stock options, separately for stock options whose exercise price either equals or exceeds or is less than the market price of the stock	Exercise Price =12.50<br>Fair Value –15.39 –52.58|Fair Value –27.75 –`29.00

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Annexure J (contd.)

Sr. No.	Particulars A description of the method and significant assumptions used during the year to estimate the fair value of stock options, including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected earlyexercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2017	CCL Employee Stock Option Scheme 2018	CCL Employee Stock Option Scheme 2018	CCL Employee Stock Option Scheme 2018
26		Particulars	Scheme 2017			Scheme 2018
		Grant Date	Sept 17, 2019	Oct 1 2018	Apr 12, 2018	July 26 , Sept 17 and 20,2019	August 29, 2018	December 14, 2018
		Range of Risk free interest rate	6.46%	8.04%	7.32%	-	8.14% -8.31%	7.35% -7.50%
		Dividend yield	0.16%	0.08%	0.08%	-	0.08%	0.08%
		Expected volatility	20.05%	21.16%	19.84%	-	25.19%	17.24% -21.75%
		Exercise price (`.)	12.5	12.5	12.5	Not yet determined	27.75	29.00
		Fair value of option(`.)	15.39	27.5	52.58	Not yet determined	10.1 to 14.64	17.87 to 22.74
		No. of years vesting	on the last day of the of 1styear from the Grant date			As per vesting schedule described above
		Black-Scholes option-pricing model
		Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure of volatility used in the Black-Scholes option-pricing model is the average standard deviation of the stock price of the company for the period of 5 years from the date of grant.
		Not Applicable

In accordance with the provisions of Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a certificate from M/s Haribhakti & Co. LLP, Statutory Auditors of the Company shall be placed before the Members at the ensuing Annual General Meeting.

For and on behalf of the Board of Directors

Jaspal Singh Bindra

Executive Chairman DIN: 00128320

Place: Mumbai Date: June 22, 2021

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Annexure K

Annual Report on Corporate Social Responsibility (CSR) Activities: [Pursuant to Section 134(3)(o) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Company’s CSR policy, and a reference to the web-link to the CSR policy

2. In accordance with the CSR Policy of the Company, the CSR initiatives are supposed to be focused on following pre-identified areas:

3. a. The CSR activities shall be undertaken as per CSR policy of the Company by way of projects or programs or activities (either new or ongoing) in India, excluding the activities undertaken in pursuance of the normal course of business. The Company shall give preference to the local area and areas around it from where it operates, for spending the amount earmarked for CSR activities.

4. b. The Board may decide to undertake CSR activities approved by the CSR Committee directly through employees of the Company or through a registered trust or a registered society or an entity established by the Company or Subsidiary or Associate Company under Section 8 of the Companies Act, 2013, or otherwise and subject to conditions as specified in the CSR Rules.

5. c. The Company may also collaborate with other Companies for undertaking projects or programs or CSR activities in such a manner that, the CSR Committee of respective Companies are in a position to report separately on such projects or programs in accordance with the CSR Rules.

6. d. CSR expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities, approved by the Board on the recommendation of CSR Committee, but shall not include:

   • i) any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

   • ii) CSR projects or programs or activities that benefit only the employees and their families.

   • iii) Contribution of any amount directly or indirectly to any political party under Section 182 of the Act.

7. e. The Company may fulfill its CSR obligations by way of a donation to a fund established/approved by the Government or any other appropriate authority on the recommendation of the CSR Committee.

8. f. CSR activities include:

   • i) Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

   • ii) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

   • iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

   • iv) Ensuring environmental sustainability, ecological balances, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

   • v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of arts, setting up of public libraries, promotion and development of traditional arts and handicrafts;

   • vi) Measures for the benefit of armed forces veterans, war widows and their dependents,

   • vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

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Annexure K (contd.)

• viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

• ix) Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

• x) Rural development projects.

• xi) Slum Area Development.

• For the purposes of this item, the term `slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.

• xii) Disaster Management including relief, rehabilitation and reconstruction activities.

• xiii) Such other activities as may be notified by the Ministry of Corporate Affairs and included in Schedule VII of the Companies Act, 2013.

The CSR Policy of the Company can be accessed on the web link: www.centrum.co.in .

1. The Composition of the CSR Committee:

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the “Act”), the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). As on March 31, 2021, the composition of the CSR Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Chandir Gidwani	Non-Executive Director	Chairman
2	Mr. Rajesh Nanavaty	Non-Executive Director	Member
3	Mr. Subhash Kutte	Independent Director	Member

1. Average net profit of the Company for last three financial years i.e. FY 2017-2018, 2018-2019, 2019-2020: ` (315,41.70) Lakhs

2. Prescribed CSR Expenditure [Rounded off] (two percent of the amount as in item 3 above): NIL

3. Details of CSR spent during the Financial Year 2020-21: NIL

4. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reason for not spending the amount in its Board Report:

The Company is not having any liability towards Corporate Social Responsibility under Section 135 of Companies Act, 2013, for the Financial Year 2020-2021, based on the computations of average net profits during the preceding three Financial Year.

1. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and Policy of the Company:

The CSR Committee confirms that the implementation and monitoring of the CSR Policy of the Company is in compliance with the CSR objectives and CSR Policy of the Company.

For and on behalf of the Board of Directors For and on behalf of the CSR Committee

Jaspal Singh Bindra Executive Chairman

Chandir Gidwani Chairman - CSR Committee

Place: Mumbai Date: June 22, 2021

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Annexure L

Form No. MGT-9

Extract of Annual Return as on the Financial Year ended on March 31, 2021

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration And Other Details:

i.	CIN	L65990MH1977PLC019986
ii.	Registration Date	November 18, 1977
iii.	Name of the Company	Centrum Capital Limited
iv.	Category/ Sub-Categoryof the Company	Public Company/ Limited byshares
v.	Address of the Registered office & Corporate Office and Contact details	Registered Office: Bombay Mutual Building, 2ndFloor, Dr. D N Road, Fort, Mumbai 400001. Corporate Office: Centrum House, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai 400098 Contact : 022 -4215 9000
vi.	Whether listed company	Yes
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Private Limited, C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083 Tel. No. 022 – 49186000 Fax No.: 022 – 49186060

II. Principal Business activities of the Company

All the business activities contributing 10 % or more of the total turnover of the Company is stated:-

Sr. No.	Name and Description of main products / Services	NIC Code of the Product/ service	% to total turnover of the Company
1	Merchant / Investment BankingServices	99712000	47.12%

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Annexure L

Form No. MGT-9 (contd.)

III. Particulars of Holding, Subsidiary and Associate Companies as on March 31, 2021

Sr.	Name and Address of the Company	CIN/GLN	Holding/	%age of	Applicable
No			Subsidiary/	shares held	section
			Associate	(Please see
				note 1)
1	Centrum Retail Services Limited	U74999MH2014PLC256774	Subsidiary	94.85	2(87)(ii)
	Centrum House, CST Road,
	Vidyanagari Marg, Kalina, Santacruz
	(East), Mumbai-400098
2	Centrum Financial Services Limited	U65910MH1993PLC192085	Step down	100	2(87)(ii)
	2ndFloor, Bombay Mutual Building, Dr.		Subsidiary
	D.N Road, Fort, Mumbai-400001
3	Centrum Wealth Limited	U65993MH2008PLC178252	Step down	67.53	2(87)(ii)
	2ndFloor, Bombay Mutual Building, Dr.		Subsidiary
	D.N Road, Fort, Mumbai-400001
4	Centrum Broking Limited	U67120MH1994PLC078125	Subsidiary	51.01	2(87)(ii)
	2ndFloor, Bombay Mutual Building, Dr.
	D.N Road, Fort, Mumbai-400001
5	Centrum Capital Advisors Limited	U67190MH2019PLC324588	Subsidiary	100	2(87)(ii)
	801, Centrum House CST Road,
	Vidyanagari Marg, Santacruz (East)
	Mumbai-400098
6	Centrum Housing Finance Limited	U65922MH2016PLC273826	Subsidiary	56.39	2(87)(ii)
	Centrum House, CST Road,
	Vidyanagari Marg, Kalina, Santacruz
	(East), Mumbai-400098
7	Centrum Insurance Brokers Limited	U66000MH2016PLC273496	Step down	100	2(87)(ii)
	Unit 801, Centrum House, CST Road,		Subsidiary
	Vidyanagari Marg, Kalina, Santacruz
	(East), Mumbai-400098
8	Centrum Investment Advisors Limited	U74999MH2015PLC268712	Step down	51	2(87)(ii)
	Unit 801, Centrum House, CST Road,		Subsidiary
	Vidyanagari Marg, Kalina, Santacruz
	(East), Mumbai-400098
9	Centrum Capital International	-	Subsidiary	100	2(87)(ii)
	Limited*
	19/F, D, the Hive
	The Phoenix Building
	23, Luard Road, Wan Chai, HongKong
10	CCIL Investment Management	-	-	100	2(87)(ii)
	Limited*
	4thFloor, 19 Bank Street, Cybercity,
	Ebene 72201, Mauritius

99

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Form No. MGT-9 (contd.)

Annexure L

Sr.	Name and Address of the Company	CIN/GLN	Holding/	%age of	Applicable
No			Subsidiary/	shares held	section
			Associate	(Please see
				note 1)
11	Centrum Microcredit Limited	U67100MH2016PTC285378	Subsidiary	100	2(87)(ii)
	Centrum House, CST Road,
	Vidyanagari Marg, Kalina, Santacruz
	(East) Mumbai- 400098
12	Centrum Alternative Investment	U67200MH2019PLC319950	Subsidiary	100	2(87)(ii)
	Managers Limited
	Centrum House, CST Road,
	Vidyanagari Marg, Kalina, Santacruz
	(East), Mumbai-400098
13	Centrum International Services Pte	-	Subsidiary	90.20	2(87)(ii)
	Limited*
	Block Street No 10, Marina Boulevard,
	Unit: # 39-44, Marina Bay
	Financial Center, II,
	Singapore 018983
14	Acorn Fund Consultants Private	U74999MH2015PTC267696	Associate	49	2(46)
	Limited
	6thFloor, Centrum House, CST Road,
	Near Mumbai University, Santacruz
	(East), Mumbai -400098
15	Centrum Alternative LLP	AAK-1465	Subsidiary	100	-
	6thFloor, Centrum House, CST Road,
	Near Mumbai University, Santacruz
	(East), Mumbai -400098

*Foreign Company

Note 1: %age of holding is of immediate Holding Company

Note 2: Centrum Alternative LLP percentage of shareholding are profit sharing ratio percentage

100

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Annexure L Form No. MGT-9 (contd.)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS A PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Shareholding:

Category of Shareholders	No. of Shares held at the **April 01, **	No. of Shares held at the **April 01, **	beginning of the year 2020	beginning of the year 2020	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	% change during the year
	Demat	Physical	Total	% of Total share capital	Demat	Physical	Total	% of Total share capital
A. Promoters
(1)Indian
(a)Individuals/HUF	0	0	0	0	0	0	0	0	0
(b)Central Govt	0	0	0	0	0	0	0	0	0
(c)State Govt(s)	0	0	0	0	0	0	0	0	0
(d)Bodies Corp.	158,640,578	0	158,640,578	38.13	158,755,578	0	158,755,578	38.16	0.03
(e)Banks/FI	0	0	0	0	0	0	0	0	0
(f)AnyOther....	0	0	0	0	0	0	0	0	0
Sub Total(A)(1):-	158,640,578	0	158,640,578	38.13	158,755,578	0	158,755,578	38.16	0.03
(2)Foreign
(a)NRI Individuals	0	0	0	0	0	0	0	0	0
(b)Other Individuals	0	0	0	0	0	0	0	0	0
(c)Bodies Corp.	0	0	0	0	0	0	0	0	0
(d)Banks/FI	0	0	0	0	0	0	0	0	0
(e)AnyOther....	0	0	0	0	0	0	0	0	0
Sub Total(A)(2):-	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A) =(A) (1)+(A)(2)	158,640,578	0	158,640,578	38.13	158,755,578	0	158,755,578	38.16	0.03
B. Public Shareholding
(1)Institutions
(a)Mutual Funds	1,808	0	1,808	0.00	0	0	0	0	0.00
(b)Banks FI	0	0	0	0	0	0	0	0	0
(c)Central Govt	0	0	0	0	0	0	0	0	0
(d)State Govt(s)	0	0	0	0	0	0	0	0	0
(e)Venture Capital Funds	0	0	0	0	0	0	0	0	0
(f)Insurance Companies	0	0	0	0	0	0	0	0	0
(g)FPI	1,770,084	0	1,770,084	0.43	1,770,084	0	1,770,084	0.43	0
(h)Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
(i)Others(specify)									0
* Financial Institutions	10,000	0	10,000	0.00	0	0	0	0	0
* Government Companies	0	0	0	0	0	0	0	0	0
* State Financial Corporation	0	0	0	0	0	0	0	0	0
* Market Makers	0	0	0	0	0	0	0	0	0
* AnyOther	0	0	0	0	0	0	0	0	0
* Otc Dealers(Bodies Corporate)	0	0	0	0	0	0	0	0	0
* Private Sector Banks	0	0	0	0	0	0	0	0	0
Sub-total(B)(1):-	1,781,892	0	1,781,892	0.43	1,770,084	0	1,770,084	0.43	0
(2) Non-Institutions

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Annexure L

Category of Shareholders	No. of Shares held at the **April 01, **	No. of Shares held at the **April 01, **	beginning of the year 2020	beginning of the year 2020	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	No. of Shares held at the end of the year March 31, 2021	% change during the year
	Demat	Physical	Total	% of Total share capital	Demat	Physical	Total	% of Total share capital
(a)Bodies Corp.
(i)Indian	117,976,367	45,000	118,021,367	28.37	109,158,603	45,000	109,203,603	26.25	(2.12)
(ii)Overseas	0	0	0	0	0	0	0	0	0
(b)Individuals
(i) Individual shareholders holding nominal share capital upto`2 lakh	35,694,940	501,160	36,196,100	8.70	40,492,719	501,160	40,993,879	9.85	1.15
(ii) Individual shareholders holding nominal share capital in excess of`2 lakh	55,934,085	0	55,934,085	13.44	58,647,564	0	58,647,564	14.10	0.66
(c)NBFC registered with RBI	0	0	0	0	0	0	0	0	0
(d)Others(specify)
* N.R.I.(Repat & Non-Repat)	12,361,025	0	12,361,025	2.97	10,857,204	0	10,857,204	2.60	(0.37)
* Trust	40,000	0	40,000	0.01	0	0	0	0	(0.01)
* Hindu Undivided Family	2,270,529	0	2,270,529	0.55	2,698,607	0	2,698,607	0.65	0.10
* ClearingMembers	693,306	0	693,306	0.17	3,525,363	0	3,525,363	0.85	0.68
* IEPF	882	0	882	0.00	882	0	882	0.00	0.00
* Foreign Portfolio Investor	9,200	0	9,200	0.00	9,200	0	9,200	0.00	0.00
Directors or Director’s Relatives	9,581,542	1,080,000	10,661,542	2.56	9,568,542	1,080,000	10,648,542	2.56	0.00
Sub-total(B)(2):-	234,561,876	1,626,160	236,188,036	**56.77 **	234,958,684	**1,626,160 **	236,584,844	56.86	0.09
Total Public Shareholding (B) = (B) (1)+(B)(2)	236,343,768	**1,626,160 **	237,969,928	57.20	236,728,768	**1,626,160 **	238,354,928	57.29	0.09
C. Total shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0
C1. Shares held by Employees Trust – Centrum ESPS Trust	19,422,234	0	19,422,234	4.67	18,922,234	0	18,922,234	4.55	(0.12)
Grand Total(A + B + C)	414,406,580	1,626,160	416,032,740	**100.00 **	414,406,580	1,626,160	416,032,740	100.00	00.0

ii) Shareholding of Promoters:

Sr. No. Shareholder’s Name	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the end of the year	Shareholding at the end of the year	Shareholding at the end of the year	% change in shareholding during the year
		April 01, 2020			March 31, 2021
	No. of Shares	% of Total Shares of the company	% of Shares Pledged / Encumbered to total shares	No. of Shares	% of Total Shares of the company	% of Shares Pledged / Encumbered to total shares
1 Businessmatch Services (India) Private Limited	134,399,041	32.30	40.37	134,399,041	32.30	10.15	0.00
2 JBCG AdvisoryServices Private Limited	20,223,537	4.86	98.89	23,338,537	5.61	5.53	0.75
3 BG AdvisoryServices LLP	4,018,000	0.97	99.55	1,018,000	0.25	0.25	(0.72)
Total	158,640,578	38.13	**49.33 **	158,755,578	38.16	15.92	0.03

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Annexure L Form No. MGT-9 (contd.)

iii) Change in Promoters Shareholding:

iii)	Change in Promoters Shareholding:
Sr. No.	Shareholder’s Name		Shareholding at the beginning of theyear		Cumulative Shareholding during theyear
			April 01, 2020		March 31, 2021
			No. of Shares	% of Total Shares of the company	No. of Shares	% of Total Shares of the company
1	BUSINESSMATCH SERVICES (INDIA) PRIVATE LIMITED
	At the beginningof theyear		134,399,041	32.30	134,399,041	32.30
	Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g., allotment/ transfer/bonus/ sweat equity,etc.):		No Change
	At the end of theyear		134,399,041	32.30	134,399,041	32.30
2	JBCG ADVISORY SERVICES PRIVATE LIMITED
	At the beginningof theyear		20,223,537	4.86	20,223,537	4.86
	Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g., allotment/ transfer/bonus/ sweat equity,etc.):	July10,2020	715,000	0.17	20,938,537	5.03
		July 17, 2020	2,400,000	0.58	23,338,537	5.61
	At the end of theyear		23,338,537	5.61	23,338,537	5.61
3	BG ADVISORY SERVICES LLP
	At the beginningof theyear		4,018,000	0.97	4,018,000	0.97
	Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g., allotment/ transfer/bonus/ sweat equity,etc.):	July10,2020	(600,000)	(0.15)	3,418,000	(0.82)
		July 17, 2020	(2,400,000)	(0.58)	1018000	0.24
	At the end of theyear		1,018,000	0.25	1,018,000	0.25

103

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Form No. MGT-9 (contd.)

Annexure L

iv) Shareholding Pattern of Top 10 Shareholders (Other than Directors, Promoters and Holders of GDRS and ADRs):

Sr. No.	For each of the Top 10 Shareholders		Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
			April 01, 2020		March 31, 2021
			No. of Shares	% of Total Shares of the company	No. of Shares	% of Total Shares of the company
1	KAIKOBAD BYRAMJEE & SON AGENCY PRIVATE LIMITED
	At the Beginningof the Year		54,018,000	12.98	54,018,000	12.98
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):		During	the financial year 2020-21, there was no change in the shareholding
	At the end of the Year		54,018,000	12.98	54,018,000	12.98
2	CENTRUM ESPS TRUST
	At the Beginningof the Year		19,422,234	4.67	19,422,234	4.67
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Mar 12, 2021	(500,000)	0.12	18,922,234	4.55
	At the end of the Year		18,922,234	4.55	18,922,234	4.55
3	M. DINSHAW & CO. PRIVATE LIMITED
	At the Beginningof the Year		15,155,820	3.64	15,155,820	3.64
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):		During the financial year 2020-21, there was no change in the shareholding.
	At the end of the Year		15,155,820	3.64	15,155,820	3.64
4	PRAVEEN KUMAR ARORA
	At the Beginningof the Year		41,000,000	9.86	41,000,000	9.86
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Aug07, 2020	(27,000,000)	(6.49)	14,000,000	3.37
	At the end of the Year		14,000,000	3.37	14,000,000	3.37
5	RAJ KUMAR ARORA
	At the Beginningof the Year		0	0.00	0	0.00
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Aug07, 2020	0	0	14,000,000	3.37
	At the end of the Year		0	0	14,000,000	3.37

104

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Annexure L

Form No. MGT-9 (contd.)

Sr. No.	For each of the Top 10 Shareholders		Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
			April 01, 2020		March 31, 2021
			No. of Shares	% of Total Shares of the company	No. of Shares	% of Total Shares of the company
6	SOM ARORA
	At the Beginningof the Year		0	0	0	0
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Aug07, 2020	0	0	13,000,000	3.12
	At the end of the Year		0	0	13,000,000	3.12
7	CASBY LOGISTICS PRIVATE LIMITED
	At the Beginningof the Year		11,696,555	2.81	11,696,555	2.81
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):		During the financial year 2020-21, there was no change in the shareholding.
	At the end of the Year		11,696,555	2.81	11,696,555	2.81
8	RINITA IMPEX PRIVATE LIMITED
	At the Beginningof the Year		13,612,816	3.27	13,612,816	3.27
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Apr 24, 2020	(1,050,000)	(0.25)	12,562,816	3.02
	Transfer	May01, 2020	(1,450,000)	(0.35)	11,112,816	2.67
	Transfer	Jun26, 2020	(500,000)	(0.12)	10612,816	2.55
	Transfer	Jun 26, 2020	(500,000)	(0.16)	10,112,816	2.43
	Transfer	Jul 10, 2020	(650,000)	(0.12)	9,462,816	2.27
	Transfer	Aug07, 2020	(500,000)	(0.12)	8,962,816	2.15
	Transfer	Aug14, 2020	(500,000)	(0.12)	8,462,816	2.03
	Transfer	Sep25, 2020	(500,000)	(0.12)	7,962,816	1.91
	Transfer	Dec 18, 2020	1,450,000	0.35	9,412,816	2.26
	Transfer	Jan 22, 2021	(1,450,000)	(0.35)	7,962,816	1.91
	Transfer	Jan 29, 2021	525,000	0.13	8,487,816	2.04
	Transfer	Feb 05, 2021	(90,000)	(0.02)	8,397,816	2.02
	Transfer	Feb 12, 2021	(435,000)	(0.11)	7,962,816	1.91
	At the end of the Year		7,962,816	1.91	7,962,816	1.91

105

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Form No. MGT-9 (contd.)

Annexure L

Sr. No.	For each of the Top 10 Shareholders		Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
			April 01, 2020		March 31, 2021
			No. of Shares	% of Total Shares of the company	No. of Shares	% of Total Shares of the company
9	BEYOND INFINITY GAMING HOUSE LLP
	At the Beginningof the Year		4,355,226	1.05	4,355,226	1.05
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Apr 10, 2020	7,623	0.00	4,362,849	1.05
	Transfer	Apr 17, 2020	9,787	0.00	4,372,636	1.05
	Transfer	Apr 24, 2020	(16,181)	0.00	4,356,455	1.05
	Transfer	May01, 2020	11,600	0.00	4,368,055	1.05
	Transfer	May 08, 2020	30,500	0.01	4,398,555	1.06
	Transfer	May15, 2020	(147,500)	(0.04)	4,251,055	1.02
	Transfer	May22, 2020	114,092	0.03	4,365,147	1.05
	Transfer	May29, 2020	95,031	0.02	4,460,178	1.07
	Transfer	Jun 05, 2020	28,500	0.01	4,488,678	1.08
	Transfer	Jun 12, 2020	2,000	0.00	4,490,678	1.08
	Transfer	Jul 31, 2020	6,000	0.00	4,496,678	1.08
	Transfer	Aug07, 2020	(10,000)	0.00	4,486,678	1.08
	At the end of the Year		4,486,678	1.08	4,486,678	1.08
10	BAJAJ FINANCE
	At the Beginningof the Year		4,975,427	1.20	4,975,427	1.20
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g., allotment/transfer/bonus/sweat equity, etc.):
	Transfer	Apr 24, 2020	(80,744)	(0.02)	4,894,683	1.18
	Transfer	May01, 2020	(67,568)	(0.02)	4,827,115	1.16
	Transfer	Jul 31, 2020	(4,016,604)	0.03	810,511	0.19
	Transfer	Aug14, 2020	(800,511)	0.00	10,000	0.00
	Transfer	Nov 27, 2020	(10,000)	0.00	0	0.00
	At the end of the Year			0	0.00

106

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Annexure L

Form No. MGT-9 (contd.)

v) *Shareholding of Directors and Key Managerial Personnel:

Sr. No.	Name of the Shareholder	Shareholding at the beginning of the year April 01, 2020	Shareholding at the beginning of the year April 01, 2020	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g., allotment/ transfer/bonus/ sweat equity, etc.)	Shareholding at the end of the year March 31, 2021	Shareholding at the end of the year March 31, 2021
		No. of Shares	% of Total Shares of the company		No. of Shares	% of Total Shares of the company
1	Mr. Chandir Gidwani	90,000	0.02	0	90,000	0.02
2	Mr. Jaspal Singh Bindra	0	0	0	0	0
3	Mr. Rajasekhara Reddy	0	0	0	0	0
4	Mr. Rishad Byramjee	789,730	0.19	0	789,730	0.19
5	Mrs. Mahakhurshid Byramjee	6,861,120	1.65	0	6,861,120	1.65
6	Mr. Manmohan Shetty	0	0	0	0	0
7	Mr. Rajesh Nanavaty	63,500	0.02	32,000 (Transmission)	95,500	0.02
8	Mr. Ramchandra Kasargod Kamath	0	0	0	0	0
9	Mr. Subhash Kutte	0	0	0	0	0
10	Mr. Narayan Vasudeo Prabhutendulkar	0	0	0	0	0
11	Ms. Anjali Seth	0	0	0	0	0
12	Mr. Subrata Kumar Atindra Mitra	0	0	0	0	0
13	Mr. Tejendra Mohan Bhasin**	0	0	0	0	0
14	Mr. Rajesh Kumar Srivastava	0	0	0	0	0
15	Mr. Sriram Venkatasubramanian	0	0	0	0	0
16	Mr. Alpesh Shah	0	0	0	0	0

• Shareholding of Directors and Key Managerial Personnel excludes shares held by their relatives.

• ** Mr. Tejendra Mohan Bhasin resigned as an Independent Director of the Company w.e.f October 09, 2020.

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Annexure L

vi) INDEBTEDNESS

vi) INDEBTEDNESS
Particulars	Secured loans excluding deposits	Unsecured loans	Deposits	Total Indebtedness
	(**in Lakhs)**|**(**in Lakhs)	(**in Lakhs)**|**(**in Lakhs)
Indebtedness at the beginning of the financialyear
i) Principal Amount	13,305.51	5,040.08	-	18,345.59
ii) Interest due but notpaid	-	-	-	-
iii)Interest accrued but not due	3,467.51	116.85	-	3,584.36
Total(i+ii+iii)	16,773.02	5,156.93	-	21,929.95
Change in indebtedness during the financialyear
Addition(net)	218,881.44	997.89	-	219,879.33
Reduction	207,452.97	4,644.86	-	212,097.83
Exchange difference			-	-
Net change	11,428.47	(3,646.97)	-	7,781.50
Indebtedness at the end of financialyear
i) Principal Amount	23,954.01	1,355.08		25,309.09
ii) Interest due but notpaid				-
iii) Interest accrued but not due	4,247.48	154.88		4,402.36
Total(i+ii+iii)	28,201.49	1,509.96	-	29,711.45

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• A. Remuneration of Managing Director/ Whole Time Director/Manager – Details of Remuneration paid to Mr. Jaspal Singh Bindra – Executive Chairman are mentioned in Schedule I of the Directors Report.

• B. Remuneration to other Directors:

			(`in Lakhs)
Sr. No	Name	Commission	Fees for Attending Board/ Committee Meetings
I	Non-ExecutiveDirectors
1	Mr. ChandirGidwani	NIL	6.00
2	Mr.RishadByramjee	NIL	8.85
3	Mrs.MahakhurshidByramjee	NIL	1.00
4	Mr.RamchandraKasargodKamath	NIL	5.00
5	Mr.Rajesh Nanavaty	NIL	6.00
	Total I		26.85
II	Independent Directors
1	Mr.ManmohanShetty	NIL	4.25
2	Mr.RajasekharaReddy	NIL	4.00
3	Mr. Subhash Kutte	NIL	9.60
4	Mr.Narayan VasudeoPrabhutendulkar	NIL	8.60
5	Ms.AnjaliSeth	NIL	5.00
6	Mr. SubrataKumar AtindraMitra	NIL	5.00
7	Mr.TejendraMohan Bhasin*	NIL	2.00
8	Mr.Rajesh KumarSrivastava	NIL	4.00
	Total II Total B = I + II		42.45
			69.30

• Mr. Tejendra Mohan Bhasin resigned as an Independent Director of the Company w.e.f October 09, 2020.

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Annexure L

Form No. MGT-9 (contd.)

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

Particulars of Remuneration	Mr. Sriram Venkatasubramanian Mr. Alpesh Shah
	(Chief Financial Officer) (Company Secretary)
	(**In lakhs)**<br>**(**In lakhs)
Gross Salary Per Annum
a) Salary as per provisions contained in section 17(1) of the Income Tax Act,1961	73.83 21.07
b) Value ofperquisites u/s 17(2) Income Tax Act, 1961	3.10 0.92
c) Profits in lieu of salary u/s 17(3) of the Income Tax Act,1961	- -
Stock Options	- -
Sweat Equity	- -
Commission	- -
>as a % ofprofit	- -
>others	- -
Others (please specify)	25.00 2.77
Total	101.93 24.76

viii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties/punishments/compounding of offences for the year ended March 31, 2021.

For and on behalf of the Board of Directors

Jaspal Singh Bindra

Executive Chairman DIN: 00128320

Place: Mumbai Date: June 22, 2021

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CEO and CFO Certificate

To,

The Board of Directors Centrum Capital Limited Mumbai

Dear Sirs,

1. I have reviewed the financial statements, read with the cash flow statement of Centrum Capital Limited for the year ended March 31, 2021 and to the best of my knowledge and belief, I state that;

2. (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading;

3. (ii) These statements present a true and fair view of the Company’s affairs and are in compliance with current accounting standards, applicable laws and regulations.

4. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the quarter which are fraudulent, illegal or in violation of the Company’s code of conduct.

5. I accept the responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of Company’s internal control system pertaining for financial reporting. I have not come across any material reportable deficiencies in the design or operation of such internal controls.

6. I have indicated to the Auditors and the Audit Committee:

7. (i) that there are no significant changes in internal controls over financial reporting during the year;

8. (ii) that there are no significant changes in accounting policies during the year; and

9. (ii) that there were no instances of significant fraud of which I have become aware.

For Centrum Capital Limited

Sriram Venkatasubramanian Chief Financial Officer

Place: Mumbai Date: June 22, 2021

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Certificate Of Non-Disqualification Of Directors

(pursuant to Regulation 34(3) and sub clause (10) (i) of Para C of Schedule V the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members of Centrum Capital Limited Registered Office, Bombay Mutual Building, 2[nd] Floor Dr. D N Road, Fort Mumbai-400001

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Centrum Capital Limited having CIN L65990MH1977PLC019986 and having registered office at Bombay Mutual Building, 2[nd] Floor, Dr. D N Road, Fort, Mumbai-400001 (hereinafter referred to as ‘the Company’) and having its Corporate Office at Centrum House, Vidyanagari, Santacruz East, Mumbai- produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with sub clause 10 (i) of Para-C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, as mentioned below:

Sr. No.	Name of Director	DIN	Date of appointment in company
1	Mr. Manmohan Shetty	00013961	01-11-2012
2	Mr. Subhash Kutte	00233322	06-07-2015
3	Ms. Anjali Seth	05234352	12-11-2018
4	Mr. Subrata Kumar Atindra Mitra	00029961	12-09-2019
5	Mr. Narayan Vasudeo Prabhutendulkar	00869913	01-10-2018
6	Mr. Jaspal Singh Bindra	00128320	21-04-2016
7	Mr. Chandir Gidwani	00011916	07-09-1996
8	Mr. Rajesh Nanavaty	00005076	19-04-2011
9	Mr. Mahakhurshid Byramjee	00164191	18-04-2001
10	Mr. Ramchandra Kasargod Kamath	01715073	14-11-2015
11	Mr. Rajasekhara Reddy	02339668	14-02-2013
12	Mr. Rishad Byramjee	00164123	11-03-2003
13	Mr. Rajesh Kumar Srivastava	0030222	12-02-2020

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on the status of disqualification, based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY COP No. 12704 FCS No 4831 ICSI UDIN F004831C000495123

Place: Mumbai Date: June 22, 2021

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Independent Auditor’s Certificate on Compliance with the Corporate Governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Members of

Centrum Capital Limited

1. This Certificate is issued in accordance with the terms of our engagement letter dated September 28, 2020.

2. We have examined the compliance of conditions of Corporate Governance by Centrum Capital Limited (‘the Company’), for the year ended on March 31, 2021, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Management’s Responsibility

1. The Management is responsible for ensuring that the Company complies with the conditions of Corporate Governance. This responsibility also includes the design, implementation and maintenance of internal controls and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

Auditor’s Responsibility

1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

2. We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

3. We conducted our examination in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (“ICAI”), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

4. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements issued by ICAI.

Opinion

1. Based on our examination, as above, and to the best of the information and explanations given to us and representations provided by the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the Listing Regulations during the year ended March 31, 2021.

2. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on Use

1. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this certificate for any event or circumstances occurring after the date of this certificate.

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Partner

Place: Mumbai Date: June 22, 2021

Membership No. 048539 UDIN: 21048539AAAACT9740

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Independent Auditor’s Report

To the Members of Centrum Capital Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Centrum Capital Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, of the state of affairs of the Company as at March 31, 2021, its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial

Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 46 to the standalone Ind AS financial statements, which explains the uncertainties and the Management’s evaluation of the financial impact on the Company due to lockdown and other restrictions imposed by the local governments on account of COVID-19 pandemic situation, for which a definitive assessment of the impact is highly dependent upon the circumstances as they evolve in the subsequent period.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key audit matter(s) How our audit addressed the key audit matter 1. Carrying value of investment in subsidiaries and an associate (refer note 8 of the standalone Ind AS financial statements) The Company has equity investments in Our audit procedures included but were not limited subsidiaries and an associate amounting to the following: to ` 60,826.67 Lakhs as at March 31, 2021 - Understood the design and implementation (“Investments”) which are carried at cost as per of relevant internal controls with respect Ind AS 27 on ‘Separate Financial Statements’. to Investments including its impairment assessment. We considered the valuation of such Investments to be significant to the audit, because of the materiality of the Investments to the standalone Ind AS financial statements of the Company.

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Sr. No. Key audit matter(s)

The management assesses at least annually the existence of impairment indicators of each Investments. The recoverable amounts of the Investments are determined based on the management’s estimates of future cash flows and their judgment with respect to the subsidiaries and associate performance.

Accordingly, the impairment of Investments was determined to be a key audit matter in our audit of the standalone Ind AS financial Statements.

How our audit addressed the key audit matter

  - Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with respect to valuation of Investments during the year ended and as of March 31, 2021.

  - - We compared the carrying values of the Investment in subsidiaries and associate for which audited financial statements were available with their respective net asset values and earnings for the period.

  - We obtained management’s evaluation of impairment analysis and evaluated the forecast of future cash flows used by the management in the model to compute the recoverable value/ value in use.

  - We have evaluated valuation reports issued by an independent valuers for valuation of investments in subsidiary companies and associate. We have verified the valuation reports particularly with reference to underlying assumptions in discussion with external valuers.

  - We have also verified the independence and competence of the valuers and scope of the assignments.

  - We assessed the disclosures made in the standalone Ind AS financial statements.

2. Valuation of Market Linked Debenture (refer note 17 of the standalone Ind AS financial statements)

• The Company has significant amount of Our audit procedures included but were not limited outstanding Market Linked Debenture (MLD) to the following: as on March 31, 2021 aggregating ` 23,825.33 - Inspected Board minutes and other appropriate

• Lakhs. Also, the Company has engaged external documentation of authorization to assess

• experts for valuation of MLD. whether the transactions were appropriately authorized.

• • Understood the design and implementation of relevant internal controls with respect to MLD.
• • Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with respect to MLD during the year ended and as of March 31, 2021
• • Verified the terms and condition of the MLD with the MLD deed, prospectuses and other supporting documents.

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(contd.) Independent Auditor’s Report

• Sr. No. Key audit matter(s)

We have identified the valuation of and the accounting treatment for MLD as a key audit matter because the accounting and valuation of MLD involves a significant degree of management’s judgment and external expert’s opinion.

How our audit addressed the key audit matter

• Verified the calculations carried out to separate the derivative component from MLD.

• We examined the valuation report from external experts engaged by the Company to identify the value of derivative element which was assessed by us particularly with reference to underlying assumptions in discussion with external experts.

We have also verified the independence and competence of the valuers and scope of the assignments.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s Report, Management Discussion & Analysis and Corporate Governance Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance

with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material

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misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this standalone Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

• The standalone Ind AS financial statements include the unaudited financial statement of one Trust, Centrum ESPS Trust, whose financial statement reflect total assets of 2,387.92 lakhs as at March 31, 2021, total revenue of 2.56 lakhs for the year ended March 31, 2021, and net cash inflow of ` 67.17 lakhs for the year ended March 31, 2021, as considered in the standalone Ind AS financial statements. These unaudited financial statements have been furnished to us by the Board of Directors and our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this Trust is based solely on such unaudited financial statement. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements are not material to the Company.

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(contd.) Independent Auditor’s Report

Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

• (1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

• (2) As required by section 143(3) of the Act, we report that:

• a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

• b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

• c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;

• d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

• e. On the basis of the written representations received from the directors as on March 31, 2021, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act;

• f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure 2”;

• g. With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

• h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• (i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 35.1 on Contingent Liabilities to the standalone Ind AS financial statements;

• (ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 5 & 16 to the standalone Ind AS financial statements;

• (iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Partner

Membership No. 048539 UDIN: 21048539AAAACR2763

Place: Mumbai Date: June 22, 2021

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Annexure 1 to The Independent Auditor’s Report

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section in the Independent Auditor’s Report of even date to the members of Centrum Capital Limited (“the Company”) on the Standalone Ind AS financial statements for the year ended March 31, 2021]

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone Ind AS financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

• (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

• (b) The Company has a program of physical verification of fixed assets to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, the fixed assets of the Company have not been physically verified by the Management during the year and as such, we cannot comment on material discrepancies existing, if any.

• (c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are held in the name of the Company.

• (ii) The Company is in the business of providing services and does not have any inventory. Accordingly, clause 3(ii) of the Order is not applicable.

• (iii) The Company has granted unsecured loans to companies and Limited Liability Partnerships covered in the register maintained under section 189 of the Act. However, the Company has not granted any secured or unsecured loan to any firm or other party covered in the register maintained under section 189 of the Act.

• (a) The terms and conditions of the aforesaid loans granted by the Company are not prejudicial to the interest of the Company.

• (b) The schedule of repayment of principal and payment of interest in respect of such loans has been stipulated and the repayments or receipts of principal amounts are not regular.

• (c) In respect of the aforesaid loans, there is no amount overdue for more than 90 days in respect of loans granted to companies, firms, Limited Liability Partnerships, or other parties listed in the register maintained under section 189 of the Act.

• (iv) The Company has complied with the provisions of sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

• (v) In our opinion, the Company has not accepted any deposits from the public within the provisions of sections 73 to 76 of the Act and the rules framed there under. Accordingly, the provisions of clause 3(v) of the Order are not applicable.

• (vi) The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of section 148 of the Act and the rules framed there under.

• (vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees’ state insurance, income tax, goods and services tax (GST), customs duty, cess and any other material statutory dues applicable to it, except that there has been a slight delay in few cases.

No undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, GST, customs duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

• (b) There are no dues with respect to income tax, sales tax, service tax, value added tax, GST, customs duty, excise duty which have not been deposited on account of any dispute.

• (viii) During the year, the Company has not defaulted in repayment of loans or borrowings to financial institution, banks or debenture holders. During the year, the Company has not taken any loan or borrowing from government.

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• (ix) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) or term loans during the year. Accordingly, clause 3(ix) of the Order is not applicable to the Company.

• (x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

• (xi) Managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

• (xii) In our opinion, the Company is not a Nidhi Company. Therefore, clause 3(xii) of the Order is not applicable to the Company.

with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the details have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

• (xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, clause 3(xiv) of the Order is not applicable to the Company.

• (xv) The Company has entered into non-cash transactions with a person connected with the director during the year, by the acquisition of assets and disposal of existing assets of the Company, which in our opinion is covered under the provisions of section 192 of the Act and has complied with the provisions of section 192 of the Act, and for which approval has been obtained in a general meeting of the Company.

• (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

• (xiii) All transactions entered into by the Company

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Place: Mumbai Date: June 22, 2021

Partner Membership No. 048539 UDIN: 21048539AAAACR2763

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Annexure 2 to The Independent Auditor’s Report

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of Centrum Capital Limited on the Standalone Ind AS financial statements for the year ended March 31, 2021]

Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of Centrum Capital Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an

audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with

reference to Financial Statements

A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3)

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(contd.) Annexure 2 to The Independent Auditor’s Report

provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject

to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Place: Mumbai Date: June 22, 2021

Partner Membership No. 048539 UDIN: 21048539AAAACR2763

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Balance sheet

As at March 31, 2021

			(`in Lakhs)
Particulars	Note	As at March 31, 2021	As at March 31, 2020
ASSETS
Financial Assets
Cash and cash equivalents	3	1,014.41	280.15
Bank balance other than cash and cash equivalents above	4	4.27	4.27
Derivative financial instruments	5	226.32	77.10
Trade Receivables	6	339.39	703.32
Loans	7	20,368.17	6,708.60
Investments	8	62,879.91	61,824.50
Other financial assets	9	2,795.78	7,148.17
		87,628.25	76,746.11
Non-financial assets
Current tax assets (net)	10	619.25	623.62
Deferred tax assets (net)	11	2,476.48	2,944.41
Property, plant and equipment	12	389.09	480.23
Right-of-use-assets	13	311.63	453.77
Intangible assets	14	16.67	23.42
Other non-financial assets	15	60.59	120.25
		3,873.71	4,645.70
TOTAL ASSETS		91,501.96	81,391.81
LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Derivative Financial Instruments	16	7,499.55	2,959.42
Debt securities	17	23,825.33	11,840.85
Borrowings (other than Debt securities)	18	1,483.76	6,504.74
Lease Liability		342.11	1,067.19
Other financial liabilities	19	4,626.91	4,525.47
Non-financial liabilities
Provisions	20	36.43	33.94
Other non-financial liabilities	21	94.42	98.89
		37,908.51	27,030.50
Equity
Equity share capital	22	4,160.33	4,160.33
Other equity	23	49,433.12	50,200.98
		53,593.45	54,361.31
TOTAL		91,501.96	81,391.81
Significant accounting policies	1-2

The accompanying notes 1 to 49 form an integral part of the financial statements. As per our report of even date

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah

Partner Membership No.048539

Place: Mumbai Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

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Statement of Profit and Loss

For the year ended March 31, 2021

For the year ended March 31, 2021
			(`in Lakhs)
Particulars	Note	Year ended March 31, 2021	Year ended March 31, 2020
REVENUE FROM OPERATIONS
Sales of services	24	2,640.40	1,509.54
Net Gain on fair value changes	25	406.35	(186.24)
OtherOperatingIncome		567.51	364.00
TOTALOF REVENUE FROM OPERATIONS		3,614.26	**1,687.30 **
Other Income	26	1,964.41	1,479.70
TOTAL INCOME		**5,578.67 **	3,167.00
EXPENSES
Finance Costs	27	2,877.82	2,404.24
Impairmenton Financial instruments	28	24.69	109.91
Employee benefits expense	29	1,681.21	2,418.91
Depreciationand amortizationexpenses	30	217.09	264.56
Otherexpenses	31	1,276.08	1,830.79
Total Expenses		**6,076.89 **	7,028.40
**Profit/(Loss) before exceptional Items and tax **		(498.22)	(3,861.41)
Exceptional Items	37	-	6,258.00
**Profit/(Loss) before tax **		(498.22)	2,396.59
TAX EXPENSE :
- Current tax	32	21.63	30.00
- DeferredtaxandMinimumalternatetax(MAT)	32	475.39	41.46
- Tax Adjustment forearlieryears		(92.85)	(599.57)
Profit/(Loss) for the year		(902.39)	2,924.70
Other Comprehensive Income (OCI)
i. Item that will not be reclassified to profitor loss
(a) Change in fair value of equity instruments designated at fair valuethroughOCI		(0.68)	(16.43)
(b)Remeasurementof Defined benefitscheme		(28.69)	3.75
(c) Income tax relating to items that will not be reclassified to profitor loss		7.46	(1.09)
ii. Items that willbe reclassified to profitor loss		-	-
Total Other Comprehensive Income (OCI)		(21.91)	(13.77)
Total Comprehensive Income for the year		(924.30)	2,910.93
Earning per equity share	33
Basic and diluted earnings pershare	1-2	(0.22)	0.70
(Nominal Value ofShares 1[PreviousYear:1] )
Significant accounting policies

The accompanying notes 1 to 49 form an integral part of the financial statements. As per our report of even date

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah

Partner Membership No.048539

Place: Mumbai Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

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Cash Flow Statement

For the year ended March 31, 2021

Cash Flow Statement For the year ended March 31, 2021 Standalone
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
CASH FLOW FROM OPERATING ACTIVITIES:
Profit/(Loss) before tax	(498.22)	2,396.59
Adjustments for:
Depreciationand amortisationexpense	217.09	264.56
Loss onsale ofproperty plantand equipment	0.77	(0.30)
Gainon modificationof right to use/sublease	(2.89)	(84.29)
Forfeiture ofupfrontdepositonsharewarrants	-	(3,750.00)
Gainonsale ofdebt trading business	-	(3,050.49)
Loss/(Profit) onsale of Investments (net)	-	535.88
NetGainon fair value changes	(406.35)	186.24
Interest Income	(1,818.97)	(892.12)
Employees stockoptions	15.53	68.24
Incomefrom Trust(net)	-	0.97
DividendIncome on investment	(38.67)	(326.63)
Impairmenton financial instruments	24.69	109.91
Guaranteeincome	(36.76)	(36.94)
Finance costs	2,877.82	2,404.24
Operating profitbefore working capital changes	334.03	(2,174.16)
Adjustments for :
Decrease/(Increase)in tradereceivables	343.24	(680.08)
Decrease/(Increase)in loans	(12,194.18)	(5,238.26)
Decrease/(Increase)inother financialassets	3,846.52	(3,798.57)
Decrease/(Increase)inother non-financialassets	59.66	130.62
Decrease/(Increase)inderivativefinancial instruments (net)	314.76	(131.79)
Decrease/(Increase)inother financial liabilities	(709.22)	(462.73)
Decrease/(Increase)inother non-financial liabilities	(4.49)	(185.18)
Decrease/(Increase)inprovisions	(26.19)	(18.86)
Cash Generated from operations	(8,035.87)	(12,559.00)
Direct taxes paid (netof refunds)	292.94	(1,562.64)
Net Cash used inoperating activities	(7,742.93)	(14,121.65)
Cash Flow from Investing Activities:
Purchase ofproperty, plantand equipment	-	(12.10)
Proceedsfromsale ofproperty, plantand equipment	1.26	241.38
Sale/(Purchase) of investments (net)*	15.00	9,350.19
Investment madeinsubsidiaries duringthe year	(128.09)	(1,007.65)
Investment madein Debenture ofsubsidiary	(500.00)	(750.00)
Investment madein Preference shares ofsubsidiary	(500.00)	-
Proceedsfrom withdrawalofcapital fromsubsidiaryLLP	576.00	464.00
Proceedsfromsubsidiary- ESOP	214.45	-
Proceeds from disposal of subsidiaryduringtheyear	-	4,933.58
Proceeds from sale of debt tradingbusiness	-	2,049.51
Sale/(Purchase)of treasuryshares(net)*	62.50	(491.85)
investment made in Private trusts	(220.53)	-
Dividend on investment	38.42	326.63
Net Cashgenerated from/ (used in) investing activities	(440.99)	15,103.69

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Cash Flow Statement

For the year ended March 31, 2021 (contd.)

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Cash Flows from Financing Activities:
Proceeds/(Repayment) of Debt Securities (net)*	16,533.29	852.00
Proceeds/(Repayment) of Borrowings (other than Debt securities) (net)*	(5,020.98)	(691.70)
Dividend paid (IncludingDividendDistribution Tax)	-	(239.64)
Paymentof leaseliability	(150.02)	(264.15)
Finance costs	(2,444.11)	(760.65)
Net cash generated from / (used in) financing activities	8,918.18	(1,104.14)
Net Increase/(decrease) incash and cash equivalents	734.26	(122.09)
Cash and cash equivalents as at the beginning of the year (refer note below)	280.15	402.24
Cash and cash equivalents as at the end of the year (refer note below)	1,014.41	280.15
Significant accounting policies 1-2

Note * Net figures have been reported on account of volume of transactions.

The disclosures relating to changes in liabilities arising from financing activities (refer note 39).

The above cash flow statements have been prepared under the indirect method set out in in Ind AS 7 on ‘Statement of Cash Flows’.

‘Statement of Cash Flows’.
		(`in Lakhs)
Components of cash and cash equivalents	As at March 31, 2021	As at March 31, 2020
Cash and cash equivalents at the end of theyear
i) Cash on hand	8.11	7.77
ii) Balances with banks(of the nature of cash and cash equivalents)	998.62	265.98
iii)Bank deposit with original maturityless than three months	7.68	6.40
Total	1,014.41	280.15

The accompanying notes 1 to 49 form an integral part of the financial statements. As per our report of even date For Haribhakti & Co. LLP

For and on behalf of Board of Directors Centrum Capital Limited

Chartered Accountants ICAI Firm registration No.103523W/W100048

Jaspal Singh Bindra

Snehal Shah

Executive Chairman DIN : 00128320

Partner Membership No.048539

Place: Mumbai Sriram Venkatasubramanian Alpesh Shah Date: June 22, 2021 Chief Financial Officer Company Secretary

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Statement of changes in equity

For the year ended March 31, 2021

A. Equity share capital (Equity Shares of ` 1 each issued, subscribed and fully paid) :-

Particulars	Number of Shares (In Lakhs)	Amount
As at April 01, 2019	4,160.33	4,160.33
Changes in Equityshare capital duringtheyear	-	-
As at March 31, 2020	4,160.33	4,160.33
Changes in Equityshare capital duringtheyear	-	-
As at March 31, 2021	4,160.33	4,160.33

B. Other equity

Particulars	Money received against share warrants				Reserves an	d Surplus				Equity Instruments through Other Comprehensive Income	Total other equity
		Capital Reserves	Securities Premium	Debenture Redemption Reserve	Treasury shares - Centrum Capital Limited	ESOP Trust reserve	Share Option Outstanding Account	General reserve	Retained Earnings
As at April 01,2019	3,750.00	0.00	14,477.74	3,384.25	**(1,880.29) **	2,380.23	464.22	198.95	28,793.26	(74.29)	51,494.09
Profit/(Loss)for theyear	-	-	-	-	-	7.03	-	-	2,917.67	-	2,924.71
Other comprehensive income/ (loss),net of income tax	-	-	-	-	-	-	-	-	2.66	(16.43)	(13.77)
Total comprehensive income/ (loss) for theyear	-	-	-	-	-	7.03	-	-	2,920.33	(16.43)	2,910.94
Dividend paid on equity shares (Includingtax thereon)	-	-	-	-	-	-	-	-	(239.64)	-	(239.64)
Share basedpayment expense	-	-	-	-	-	-	278.36	-	-	-	278.36
Transfers to General Reserve	-	-	-	(397.25)	-	-	(137.50)	534.75	-	-	-
Purchase of Treasuryshares	-	-	-	-	(492.75)	-	-	-	-	-	(492.75)
Forfeiture of share warrants during theyear	(3,750.00)	-	-	-	-	-	-	-	-	-	(3,750.00)
Balance as at March 31, 2020	-	0.00	14,477.74	2,987.00	**(2,373.04) **	2,387.26	605.08	733.70	31,473.96	**(90.72) **	50,200.98
Profit/(Loss)for theyear	-	-	-	-	-	(10.48)	-	-	(891.91)	-	(902.39)
Other comprehensive income/ (loss),net of income tax	-	-	-	-	-	-	-	-	(21.23)	(0.68)	(21.91)
Total comprehensive income/ (loss) for theyear	-	-	-	-	-	(10.48)	-	-	(913.14)	(0.68)	(924.30)
Dividend paid on equity shares (Includingtax thereon)	-	-	-	-	-	-	-	-	-	-	-
Share basedpayment expense	-	-	-	-	-	-	93.95	-	-	-	93.95
Transfers to General Reserve	-	-	-	(1,245.50)	-	-	(76.95)	1,322.45	-	-	-
Sale of Treasuryshares	-	-	-	-	62.50	-	-	-	-	-	62.50
Balance as at March 31, 2021	-	0.00	14,477.74	1,741.50	**(2,310.54) **	2,376.77	622.08	2,056.15	30,560.82	(91.40)	49,433.12

Significant accounting policies 1-2

The accompanying notes 1 to 49 form an integral part of the financial statements.

As per our report of even date For Haribhakti & Co. LLP Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah Partner Membership No.048539

Place: Mumbai Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021

1. Corporate Information

Centrum Capital Limited (The “Company”) is a Public Company engaged in Investment Banking and a SEBI Registered Category-I Merchant Banker. The address of its registered office and principal activities of the company are disclosed in the introduction to the Annual Report. The Equity shares of the Holding company are listed on Bombay Stock Exchange (‘BSE”), National Stock Exchange (“NSE”) in India. The Company offers a complete gamut of financial services in the areas of equity capital market, private equity, corporate finance, project finance, stressed asset resolution. The Company is also engaged in trading of bonds.

2.1 Significant accounting policies

• a. Basis of preparation

The standalone financial statements of the Company has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,2013 (‘the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

These standalone financial statements have been prepared on a historical cost basis, except for derivative financial instruments and other financial assets held for trading, which have been measured at fair value. The standalone financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest Lakhs, except when otherwise indicated.

b. Presentation of financial statements

The Company presents its balance sheet in order of liquidity in compliance with the Division III of the Schedule III to the Companies Act, 2013. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non—current) is presented in Note no 38.

Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only offset and reported net when, in addition to having an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event, the parties also intend to settle on a net basis in all of the following circumstances:

• The normal course of business

• The event of default

• The event of insolvency or bankruptcy of the company and or its counterparties

c. Property, plant and equipment (PPE)

PPE are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Subsequent costs incurred on an item of PPE is recognised in the carrying amount thereof when those costs meet the recognition criteria as mentioned above. Repairs and maintenance are recognised in profit or loss as incurred. Borrowing costs relating to acquisition of PPE which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Gains or losses arising from derecognition of PPE are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.

Depreciation on PPE is provided on straight line method over the useful lives of assets as prescribed in Schedule II of the Act, except for leasehold improvements. Leasehold improvements are amortized over a period of lease or useful life, whichever is less. The residual values, useful lives and method of depreciation of PPE are reviewed at each financial year end and adjusted prospectively, if appropriate.

PPE are reviewed at each adjusted prospectively, if	financial year end and appropriate.
Particulars	Estimated useful life specified under schedule II of the Companies Act 2013
Building	60years
Furniture and fixtures	10years
Vehicles	8years
Office Equipment	5years
Computer - end user devices, such as desktops, Laptops, etc.	3 years

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

d. Intangible assets

Intangible assets are recorded at the consideration paid for the acquisition of such assets and are carried at cost less accumulated amortization and impairment losses, if any. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Intangible assets are amortized on straight line basis over the estimated useful life. The useful lives and method of depreciation of intangible assets are reviewed at each financial year end and adjusted prospectively ,if appropriate. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal value and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.

The Company capitalizes computer software and related implementation cost where it is reasonably estimated that the software has an enduring useful life. Software including operating system licenses are amortized over their estimated useful life of 6– 9 years.

e. Impairment of non-financial assets

As at the end of each accounting year, the Company reviews the carrying amounts of its PPE and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the PPE and intangible assets are tested for impairment so as to determine the impairment loss, if any.

Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognized immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of

the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss recognized in respect of a cash generating unit is allocated to reduce the carrying amount of the assets of the cash generating unit on a pro-rata basis.

f. Revenue from operations

Revenue is measured at transaction price i.e. the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to the customer, excluding amounts collected on behalf of third parties. The Company consider the terms of the contract and its customary business practices to determine the transaction price. Where the consideration promised is variable, the Company excludes the estimates of variable consideration that are constrained.

The Company recognises revenue from the following sources:

Fee income including fees for Advisory, Syndication and other allied services. The right to receive fees is based on milestones defined in accordance with the terms of the contracts entered into between the Company and counterparties which also defines its performance obligation. Fee income are accounted for on an accrual basis.

g Recognition of Interest and Dividend income

Interest income

Under Ind AS 109 interest income is recorded using the effective interest rate (EIR) method for all financial instruments measured at amortised cost. The EIR is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset.

The calculation of the EIR includes all transaction cost and fees that are incremental and directly attributable to the acquisition of a financial asset.

The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets (i.e. at the amortized cost of the financial asset before adjusting for any expected credit loss allowance). For creditimpaired financial assets the interest income is

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

calculated by applying the EIR to the amortized cost of the credit-impaired financial assets (i.e. the gross carrying amount less the allowance for expected credit losses (ECLs)). The Company assesses the collectability of the interest on credit impaired assets at each reporting date. Based on the outcome of such assessment, the Interest income accrued on credit impaired financial assets are either accounted for as income or written off.

Dividend income

Dividend income is recognised in profit or loss when the Company’s right to receive payment of the dividend is established, it is probable that the economic benefits associated with the dividend will flow to the entity, and the amount of the dividend can be measured reliably.

h. Leases

The Company as a lessee

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contract involves the use of an identified asset (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (shortterm leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

i. Financial instruments

Date of recognition

Financial assets and financial liabilities, with the exception of borrowings are initially recognised

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on the trade date, i.e., the date that the Company becomes a party to the contractual provisions of the instrument. This includes regular trades, purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention. The Company recognises borrowings when funds are received by the Company.

Initial measurement of financial instruments

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Classification and subsequent measurement of financial instruments

• (i) Financial assets :

The Company subsequently classifies all of its debt financial assets based on the business model for managing the assets and the asset’s contractual terms, measured at either:

Financial assets carried at amortised cost (AC)

A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset gives rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. The changes in carrying value of such financial asset is recognised in profit and loss account.

Financial assets at fair value through other comprehensive income (FVOCI)

A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset

give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. The changes in fair value of such financial asset is recognised in Other Comprehensive Income.

Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at FVTPL. The Company measures all financial assets classified as FVTPL at fair value at each reporting date. The changes in fair value of such financial asset is recognised in Profit and loss account.

Amortized cost and Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Financial assets held for trading

The Company classifies financial assets as held for trading when they have been acquired primarily for short-term profit making through trading activities or form part

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of a portfolio of financial instruments that are managed together, for which there is pattern of short-term profit. Held-for-trading assets and liabilities are recorded and measured in the balance sheet at fair value.

Investment in equity instruments of subsidiary, associates and joint ventures

The Company measures all equity investments in subsidiaries, associates and joint ventures at cost as permitted under Ind AS 27, subject to impairment, if any.

Other equity instruments

The Company subsequently measures all other equity investments at fair value through profit or loss, unless the management has elected to classify irrevocably some of its equity investments as equity instruments at FVOCI, when such instruments meet the definition of Equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. Such classification is determined on an instrument-by-instrument basis.

Gains and losses on these equity instruments are never recycled to profit or loss. Dividends are recognised in profit or loss as dividend income when the right of the payment has been established, except when the benefits from such proceeds as a recovery of part of the cost of the instrument, in which case, such gains are recorded in OCI.

Impairment of financial assets

The Company records allowance for expected credit losses for all amortised cost financial assets and financial guarantee contracts, in this section all referred to as ‘financial instruments’. Equity instruments are not subject to impairment under Ind AS 109.

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses a provision matrix to

determine impairment loss allowance on portfolio of its receivables. The provision matrix is based on its historically observed default rates over the expected life of the receivables.

For all other financial instruments, the Company recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses (12m ECL). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate. The Company recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

The method and significant judgments used while computing the expected credit losses and information about the exposure at default, probability of default and loss given default have been set out in note 44.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without

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material delay to a third party under a ‘passthrough’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards Of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the company’s continuing involvement. In that case, the Company also recognizes an associated liability, the transferred asset and the associated liability are measured on the basis that reflects the rights and obligations that the Company has returned.

holders to make good the losses incurred arising from default in performance obligation by the borrower.

Financial guarantee issued or commitments to provide a loan at below market interest rate are initially measured at fair value and the initial fair value is amortised over the life of the guarantee or the commitment. Subsequently they are measured at higher of this amortised amount and the amount of loss allowance.

Derivative contracts (Derivative assets/Derivative liability)

The Company enters into a variety of derivative financial contracts to manage its exposure to market risks including futures and options contracts.

Derivatives are initially recognised at fair value and are subsequently re-measured at fair value through profit or loss. The resulting gain or loss is recognised in profit or loss immediately.

(ii) Financial liabilities and equity :

Financial instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company entity are recognised at the proceeds received, net of direct issue costs.

All financial liabilities are measured at amortised cost except for financial guarantees and derivative financial liabilities.

Debt securities and other borrowed funds

After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the EIR.

Financial guarantee:

Financial guarantees are contracts that requires the Company to make specified payments to the

Embedded derivatives

The embedded derivatives are treated as separate derivatives when:

• their economic characteristics and risks are not closely related to those of the host contract;

• a separate instrument with the same terms would meet the definition of a derivative; and

• a hybrid instrument is not measured at fair value.

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non- derivative host contract, with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to an index of prices or rates or other variable. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

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These embedded derivatives are separately accounted for at fair value, with changes in fair value recognised in the statement of profit or loss unless the Company chooses to designate the hybrid contracts at fair value through profit or loss.

Treasury Shares

The Company is a sponsor to trusts namely Centrum ESPS Trust. These trusts have been formed exclusively to provide benefits to employees of the Company and its subsidiaries. These trusts have been treated as an extension of the Company for the purpose of these financial statements. Accordingly, the equity shares of the Company held by these trusts have been treated as treasury shares. The amount paid for the treasury shares is deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.

Derecognition of financial liabilities

Financial liabilities are derecognised when they are extinguished i.e. when the obligation specified in the contract is discharged, cancelled or expired.

Reclassification of financial assets and financial liabilities

The Company does not reclassify its financial assets subsequent to their initial recognition, apart from the exceptional circumstances in which the Company acquires, disposes of, or terminates a business line. Financial liabilities are never reclassified.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

j. Fair value measurement

The Company measures financial instruments, such as investments and derivatives at fair values at each Balance Sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• a) In the principal market for the asset or liability, or

• b) In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities (for which fair value is measured or disclosed in the financial statements) are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Write-off policy

The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery.

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement are derived from

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directly or indirectly observable market data available.

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for disposal in discontinued operations.

At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company’s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

k. Cash and cash equivalents

• Cash and cash equivalents comprise cash at bank and on hand, short-term deposits and highly liquid investments with an original maturity of three months or less, which are readily convertible in cash and subject to insignificant risk of change in value. Bank overdrafts are shown within borrowings in other financial liabilities in the balance sheet.

l. Borrowing Costs

• Borrowing costs include interest expense calculated using the effective interest method. Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of cost of such asset till such time the asset is ready for its intended use or

m. Foreign exchange transactions and translations

Initial recognition

Transactions in foreign currencies are recognized at the prevailing exchange rates between the reporting currency and a foreign currency on the transaction date.

Conversion

Transactions in foreign currencies are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in Statement of profit and loss.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement of profit and loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of profit and loss on a net basis.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Thus, translation differences on non-monetary assets and liabilities such as equity instruments held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equity investments classified as FVOCI are recognized in other comprehensive income.

Non-monetary items that are measured at historical cost in foreign currency are not retranslated at reporting date.

n. Retirement and other employee benefits

Retirement benefits in the form of Provident Fund are a defined contribution scheme and the contributions are charged to the Statement of

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Profit and Loss of the year when the contribution to the fund is due. There are no other obligations other than the contribution payable to the fund.

• (i) Under Payment of Gratuity Act,1972 ‘Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end of the financial year. The Company makes contribution to a scheme administered by the Life Insurance Corporation of India (“LIC”) to discharge the gratuity liability to employees. The Company records its gratuity liability based on an actuarial valuation made by an independent actuary as at year end. Contribution made to the LIC fund and provision made for the funded amounts are expensed in the books of accounts.

• (ii) Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per Projected Unit Credit Method.

• (iii) Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements are not reclassified to profit or loss in subsequent period.

o. Income tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based in accordance with the Income Tax Act, 1961 adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current tax

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets are also recognised with respect to carry forward of unused tax losses and unused tax credits (including Minimum Alternative Tax credit) to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.

It is probable that taxable profit will be available against which a deductible temporary difference, unused tax loss or unused tax credit can be utilised when there are sufficient taxable temporary differences which are expected to reverse in the period of reversal of deductible temporary difference or in periods in which a tax loss can be carried forward or back. When this is not the case, deferred tax asset is recognised to the extent it is probable that:

• the entity will have sufficient taxable profit in the same period as reversal of deductible temporary difference or periods in which a tax loss can be carried forward or back; or

• tax planning opportunities are available that will create taxable profit in appropriate periods.

The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the Balance Sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.

Minimum alternate tax (MAT)

MAT paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay normal income tax and thereby utilising MAT credit during the specified period, i.e., the period for which MAT credit is allowed to be carried forward and utilised. In the year in which the company recognises MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of deferred tax asset.The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

p. Provisions, contingent liabilities and contingent assets

• A provision is recognized when an enterprise has a present obligation as a result of past event; it

is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent assets are neither recognized nor disclosed in the Financial Statements.

q. Earnings per share

Basic earnings per share is computed by dividing the net profit after tax attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding for the year.

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share is computed by dividing the net profit after tax attributable to the equity shareholders for the year by weighted average number of equity shares considered for deriving basic earnings per share and weighted average number of equity shares that could have been issued upon conversion of all potential equity shares.

r Employee stock option scheme (ESOP)

Equity-settled share-based payments to employees and others providing similar services that are granted by the ultimate parent Company are measured by reference to the fair value of the equity instruments at the grant date. The fair value

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determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the ‘Share Option Outstanding Account’ under other Equity. In cases where the share options granted vest in instalments over the vesting period, the Company treats each instalments as a separate grant, because each instalment has a vesting period, and hence the fair value of each instalment differs. In situation where the stock option expires unexercised, the related balance standing to the credit of the Employee Share Options Outstanding Account is transferred within equity.

s. Segment reporting

Identification of segments

Operating Segments are identified based on monitoring of operating results by the chief operating decision-maker (CODM) separately for the purpose of making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss, and is measured consistently with profit or loss of the Company. Operating Segment is identified based on the nature of products and services, the different risks and returns, and the internal business reporting system.

Segment policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated Corporate Items include general corporate income and expenses, which are not attributable to segments.

2.2 Significant accounting judgments, estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the accompanying disclosures including the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected

Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations, that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the standalone financial statements.

• Fair value measurement of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of various inputs including liquidity risk, credit

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risk, volatility etc. Changes in assumptions/ judgments about these factors could affect the reported fair value of financial instruments.

• Impairment of financial assets using the expected credit loss method

The impairment provisions for financial assets are based on assumptions about risk of default, expected loss rates and loss given defaults. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s history, existing market conditions as well as forward looking estimates at the end of each reporting period.

� Business model assessment

Classification and measurement of financial assets depends on the results of the Solely for payment of principal and interest (SPPI) test and the business model test The Company determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgment used by the Company in determining the business model including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed. The Company monitors financial assets that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held.

� Income taxes

Significant judgments are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

� Provisions and contingencies

Provisions and contingencies are recognized when they become probable and when there will be a future outflow of funds resulting from past operations or events and the outflow

of resources can be reliably estimated. The timing of recognition and quantification of the provision and liability requires the application of judgement to existing facts and circumstances, which are subject to change.

• Employee stock option scheme (ESOP)

The Company measures the cost of equitysettled transactions with employees using Black-Scholes Model to determine the fair value of the liability incurred on the grant date. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

Key source of Assumptions and estimates

The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

• Retirement and other employee benefits

• The cost of the gratuity and long-term employee benefits and the present value of its obligations are determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the future salary increases, attrition rate, mortality rates and discount rate. Due to the complexities involved in the valuation and its long-term nature, the obligation is highly sensitive to changes in these assumptions. All

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assumptions are reviewed at each reporting date.

Future salary increases are based on expected future inflation rates for India. The attrition rate represents the Company’s expected experience of employee turnover. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.

Further details about gratuity and long term employee benefits obligations are provided in note 34.

• Useful lives of property, plant and equipment:

• The Company reviews the estimated useful lives of property, plant and equipment at the

end of each reporting period. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

� Effective interest rate

The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of a financial (i.e. its amortised cost before any impairment allowance) or to the amortised cost of a financial liability. This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the instruments and other fee income/expense that are integral parts of the instrument.

2.3 Standard issued but not yet effective

There are no standards that are issued but not yet effective on March 31, 2021

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For the year ended March 31, 2021 (contd.)

Note 3 : CASH AND CASH EQUIVALENTS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Cash on hand including foreign currencies	8.11	7.77
Balances with banks
In current accounts	999.53	266.68
In fixed deposits with original maturityless than 3 months	7.68	6.40
(Less): Impairment loss allowance - cash and cash equivalents	0.91	0.70
TOTAL	1,014.41	280.15

Note 4 : BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS ABOVE

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Earmarked Balances With Banks
Unpaid dividend accounts	4.27	4.27
TOTAL	4.27	4.27

Note 5 : DERIVATIVE FINANCIAL INSTRUMENTS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Index derivatives	226.32	77.10
TOTAL	226.32	77.10

The Company enters into derivatives for risk management purposes. Derivatives held for risk management purposes include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Company has elected not to apply hedge accounting requirements.

The table below shows the fair values of derivative financial instruments recorded as assets together with their notional amounts.

The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

|Particulars|||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
||As at March 31, 2021||As at 31 March, 2020||
||Notional
Amounts|Fair Value -
Assets|Notional
Amounts|
Fair Value -
Assets|
|Index derivatives|228.06|226.32|302.11
302.11|
77.10|
|Total|228.06|226.32||
77.10|

Hedging activities and derivatives :

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk. The Company’s risk management strategy and how it is applied to manage risk are explained in Note 44.

Derivatives designated as hedging instruments :

The Company has not designated any derivatives as hedging instruments.

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Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_|**Particulars**<br>**As at**<br>**March 31, 2021**<br>**As at**<br>**March 31, 2020**|**Trade Receivables**|(i)<br>Secured , considered good<br>-<br>-|(ii) Unsecured, considered good<br>374.06<br>803.72|Less: Allowance for expected credit loss<br>34.68<br>100.39|(iii) Credit Impaired<br>301.15<br>237.98|Less: Allowance for expected credit loss<br>301.15<br>237.98|**TOTAL**<br>**339.39**<br>**703.32**|Note 6(i) : TRADE RECEIVABLES|No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any|trade or other receivable are due from firms or private companies respectively in which any director is a partner,a director or a member.|Trade receivables are non-interest bearing and are generally on terms of 30 days.|Trade receivables days past due|_(_in Lakhs)|Particulars Current
1-30
31-60
61-90
91-120
121-150
151-180
181-210
211-240
241-270
271-300
301-330
331-
More
Total|days
days
days
days
days
days
days
days
days
days
days
365
than|past
past
past
days
365|due
due
due
days|ECL rate
4.83%
-
-
12.72%
15.26%
19.34%
24.22%
30.24%
-
36.23%
38.88% 38.88%
100.00%||March 31,
Gross carrying
280.66
-
-
3.26
19.99
2.46
56.47
9.56
-
0.90
0.18
0.59
301.15
675.22|2021
amount||ECL-Simplified
(13.55)
-
-
(0.41)
(3.05)
(0.48) (13.68)
(2.89)
-
(0.33)
(0.07)
(0.23) (301.15) (335.83)|approach||Net carrying
267.11
-
-
2.85
16.94
1.99
42.79
6.67
-
0.57
0.11
0.36
-
339.39|amount||ECL rate
7.91%
16.61%
30.92%
35.43%
38.25%
42.85%
48.47%
52.49%
55.41%
58.63%
65.78%
100.00%||March 31,
Gross carrying
679.57
45.39
-
2.82
5.90
2.67
0.12
0.62
8.26
0.45
47.01
10.90
237.98 1,041.69|2020
amount||ECL-Simplified
(53.78)
(7.54)
-
(0.87)
(2.09)
(1.02)
(0.05)
(0.30)
(4.34)
(0.25)
(22.97)
(7.17) (237.98) (338.37)|approach||Net carrying
625.79
37.85
-
1.95
3.81
1.65
0.07
0.32
3.92
0.20
24.04
3.73
-
703.32|amount|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|

141

www.centrum.co.in

Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Reconciliation of impairment allowance on trade receivables :-

Particulars	(`in Lakhs) Amount
Impairment allowance measured asper simplified approach
Impairment allowance asper April 01, 2019 -	237.23
Add: Changes in allowances due to
Net remeasurement of loss allowances	101.14
Impairment allowance asper March 31, 2020	338.37
Add: Changes in allowances due to
Net remeasurement of loss allowances	(2.54)
Impairment allowance asper March 31, 2021	335.83

Note 7 : LOANS

Note 7 : LOANS
		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
A) Loans at amortised cost
Loans to relatedparties(IncludingInterest accrued)	20,402.32	6,707.24
Loans to employees	-	0.87
Other Loans and advances	94.22	126.43
Total(Gross)	20,496.53	6,834.54
Less: Impairment loss allowance	128.36	125.95
Total(Net)	20,368.17	6,708.60
B) (i)Secured bytangible assets	-	-
(ii)Secured byintangible assets	-	-
(iii)Covered bybank/governmentguarantees	-	-
(iv)Unsecured	20,496.53	6,834.54
Total(Gross)	20,496.53	6,834.54
Less: Impairment loss allowance	128.36	125.95
Total(Net)	20,368.17	6,708.60
C) (i) Loans in India
- Public sector	-	-
- Others	20,496.29	6,834.30
Total(Gross)	20,496.29	6,834.30
Less: Impairment loss allowance	128.36	125.95
Total (Net) - C(i)	20,367.92	6,708.35
(i) Loans outside India	0.24	0.24
Less: Impairment loss allowance	-	-
Total (Net) - C(ii)	0.24	0.24
Total (Net) - C(i+ ii)	20,368.17	6,708.60

142

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_<br>**Particulars**<br>**As at March 31, 2021**<br>**As at March 31, 2020**|**Total**|||60,756.18|264.05|332.45|20.28|451.54|**61,824.50**|754.76|61,069.74|**61,824.50**|**-**|**61,824.50**|Note:<br>The Company has Employee Stock Option Plans (ESOP) in force. Based on such ESOP schemes, the Company has granted options to acquire<br>equity shares of the company that would vest in graded manner to certain employees of subsdiaries. To the extent that the company<br>has charged and recovered the fair value of such stock options from its subsdiaries, it has been included in the above carrying value of<br>investment in the those subsdiaries<br>More information on valuation technologies can be found in Note no 41<br>The Company have received Dividend37.42 Lakhs (March 2020`326.63 Lakhs) from its Equity instruments, recorded as Dividend Income|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||Others|(at cost)||60,756.18|-||||60,756.18|754.76|60,001.42|60,756.18||60,756.18||
||At Fair Value|Sub-
total||-|264.05|332.45|20.28|451.54|1,068.32||1,068.32|1,068.32|-|1,068.32||
|||Through
profit or
loss||-|263.37|332.45|20.28|451.54|1,067.64||1,067.64|1,067.64||1,067.64||
|||Through
OCI||-|0.68|-|-|-|0.68||0.68|0.68||0.68||
||Amortised|Cost||-|-|-|-|-|-|||-||-||
||Total|||60,826.67|521.72|874.85|5.89|650.78|62,879.91|882.85|61,997.06|62,879.91|-|62,879.91||
||Others (at|cost)||60,826.67|-||||60,826.67|882.85|59,943.82|60,826.67||60,826.67||
|||Sub-
total||-|521.72|874.85|5.89|650.78|2,053.24||2,053.24|2,053.24|-|2,053.24||
||t Fair Value|Through
profit or
loss||-|521.72|874.85|5.89|650.78|2,053.24||2,053.24|2,053.24||2,053.24||
||A|Through
OCI||-|-|-|-|-|-||-|-||-||
||Amortised|Cost||-|-|-|-|-|-|||-||-||
||||(a)
Equity Instruments|--
Subsidiaries|--
Others|(b) Preference shares|(c) Units of Mutual funds|(d) Units of private equity|Total Gross (A)|Investments outside India|Investments in India|Total Gross (B)|Less : Impairment Loss
allowance (‘C)|Total Net D= (A-C)||

143

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 9 : OTHER FINANCIAL ASSETS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Securitydeposits	117.32	137.47
Lease Receivable	-	631.15
Margin balances with broker	-	2,889.07
Advance forpurchase of sharespendingtransfer	100.00	100.00
Other Receivables	2,688.70	3,491.55
Less: Impairment loss allowance	110.24	101.07
TOTAL	2,795.78	7,148.17

Note 10 : Current tax assets (net)

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Advance Income Tax	619.25	623.62
[Net ofprovision for tax10,667.04 Lakhs(Previous Year11,361.86 Lakhs)]
TOTAL	619.25	623.62

Note 11 : DEFERRED TAX ASSETS (NET)

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
MAT Credit Entitlement(Refer note 32.3)	1,478.46	1,804.51
Deferred tax assets(net) (Refer note 32.3)	998.02	1,139.90
TOTAL	2,476.48	2,944.41

NOTE 12 : PROPERTY, PLANT AND EQUIPMENT

||||||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|---|---|---|
|Particulars|Leasehold
improvement|
Building|Furniture
and fixtures|
Vehicles|Office
equipment|
Computers
hardware|
Air
conditioners|
Total|
|Gross block- at cost|||||||||
|As at April 01, 2019|277.63|
7.85|
89.68|
419.71|
106.82|
36.73|
11.95|
950.37|
|Additions duringtheyear|8.85|
-|
1.24|
-|
0.51|
1.50|
-|
12.10|
|Disposals/adjustments/
deductions|(286.48)|-|
-|
(2.45)|-|
(0.60)|-|
(289.54)|
|As at March 31, 2020|-|
7.85|
90.92|
417.26|
107.32|
37.62|
11.95|
672.93|
|Additions duringtheyear|-|
-|
-|
-|
-|
-|
-|
-|
|Disposals/adjustments/
deductions|-|
-|
-|
(2.64)|-|
-|
-|
(2.64)|
|As at March 31, 2021|-|
7.85|
90.92|
414.62|
107.32|
37.62|
11.95|
670.29|
|Accumulated Depreciation|||||||||
|As at April 01, 2019|39.97|
0.18|
11.81|
45.37|
23.75|
12.90|
2.00|
135.98|
|Additions duringtheyear|7.64|
0.18|
9.77|
52.17|
23.05|
10.58|
1.79|
105.18|
|Disposals/adjustments/
deductions|(47.61)|-|
-|
(0.46)|-|
(0.38)|-|
(48.45)|

144

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

||||||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|---|---|---|
|Particulars|Leasehold
improvement|
Building|Furniture
and fixtures|
Vehicles|Office
equipment|
Computers
hardware|
Air
conditioners|
Total|
|As at March 31, 2020|-|
0.36|
21.58|
97.06|
46.80|
23.10|
3.79|
192.71|
|Additions duringtheyear|-|
0.18|
9.55|
51.07|
21.63|
5.16|
1.51|
89.11|
|Disposals/adjustments/
deductions|-|
-|
-|
(0.61)|-|
-|
-|
(0.61)|
|As at March 31, 2021|-|
0.54|
31.13|
147.53|
68.43|
28.26|
5.30|
281.19|
|Net Block|||||||||
|As at March 31, 2020|-|
7.49|
69.34|
320.20|
60.52|
14.52|
8.16|
480.23|
|As at March 31, 2021|-|
7.31|
59.79|
267.09|
38.89|
9.36|
6.65|
389.09|

NOTE 13: RIGHT-OF-USE ASSETS

			(`in Lakhs)
Particulars	Vehicles	Office Premises	Total
Gross block- at cost
As at April 01, 2019	3.14	968.94	972.08
Additions duringtheyear	-	514.83	514.83
Disposals/adjustments/deductions	-	(696.80)	(696.80)
As at March 31, 2020	3.14	786.97	790.11
Additions duringtheyear	-	-	-
Disposals/adjustments/deductions	-	(22.56)	(22.56)
As at March 31, 2021	3.14	764.40	767.55
Accumulated Depreciation
As at April 01, 2019	2.86	285.58	288.44
Additions duringtheyear	0.28	152.31	152.59
Disposals/adjustments/deductions	-	(104.69)	(104.69)
As at March 31, 2020	3.14	333.20	336.34
Additions duringtheyear	-	121.23	121.23
Disposals/adjustments/deductions	-	(1.65)	(1.65)
As at March 31, 2021	3.14	452.78	455.92
Net Block
As at March 31, 2020	-	453.77	453.77
As at March 31, 2021	-	311.63	311.63

145

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Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

NOTE 14 : OTHER INTANGIBLE ASSETS

NOTE 14 : OTHER INTANGIBLE ASSETS
		(`in Lakhs)
Particulars	Computer Software	Total
Gross block- at cost
As at April 01, 2019	35.32	35.32
Additions duringtheyear	-	-
Disposals/adjustments/deductions	-	-
As at March 31, 2020	35.32	35.32
Additions duringtheyear	-	-
Disposals/adjustments/deductions	-	-
As at March 31, 2021	35.32	35.32
Accumulated Depreciation
As at April 01, 2019	5.11	5.11
Additions duringtheyear	6.79	6.79
Disposals/adjustments/deductions	-	-
As at March 31, 2020	11.90	11.90
Additions duringtheyear	6.75	6.75
Disposals/adjustments/deductions	-	-
As at March 31, 2021	18.65	18.65
Net book value :	-	-
As at March 31, 2020	23.42	23.42
As at March 31, 2021	16.67	16.67

Note 15 : OTHER NON-FINANCIAL ASSETS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Prepaid expenses	13.79	20.70
Prepaidgratuity	-	34.55
Balance with revenue Authorities	46.79	64.18
Other Assets	-	0.82
TOTAL	60.59	120.25

146

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 16 : DERIVATIVE FINANCIAL INSTRUMENTS

Note 16 : DERIVATIVE FINANCIAL INSTRUMENTS
Particulars Embedded derivatives on redeemable market linked debentures Index Derivatives TOTAL		(`in Lakhs) As at March 31, 2020
	As at March 31, 2021
	7,499.55	1,720.18
	-	1,239.24
	7,499.55	2,959.42

Note:

The Company enters into derivatives for risk management purposes. Derivatives held for risk management purposes include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Company has elected not to apply hedge accounting requirements.

The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts.

The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

|Particulars|||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
||As at March 31, 2021||As at 31 March, 2020||
||Notional
Amounts|Fair Value -
Liabilities|Notional
Amounts|Fair Value -
Liabilities|
|Embedded derivatives- market
linked debentures|Not Applicable|7,499.55|Not Applicable
293.14
293.14|1,720.18|
|Index derivatives:|-|-||1,239.24|
|Total derivative financial
instruments|-|7,499.55||2,959.42|

Hedging activities and derivatives :

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk. The Company’s risk management strategy and how it is applied to manage risk are explained in Note 44

Derivatives designated as hedging instruments :

The Company has not designated any derivatives as hedging instruments.

147

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 17 : DEBT SECURITIES

Note 17 : DEBT SECURITIES
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
At Amortised Costs
Redeemable non-convertible market linked debentures(Secured)
(i) PrivatelyPlaced(Unlisted)	8,254.97	9,803.41
(ii)PrivatelyPlaced(Listed)	15,570.36	2,037.44
TOTAL(A)	23,825.33	11,840.85
Debt securities in India	23,825.33	11,840.85
Debt securities outside India	-	-
TOTAL(B)	23,825.33	11,840.85

Note : There is no debt security measured at FVTPL or designated FVTPL

Terms of repayment

|Redeemable at par/premium
(from date of the Balance Sheet)|Privately placed unlisted
redeemable non-convertible
debentures of**1 lakh each****|**Privately placed unlisted**<br>**redeemable non-convertible**<br>**debentures of**1 lakh each|(_in Lakhs)_<br>**Privately placed listed redeemable**<br>**non-convertible debentures of**<br>*1 lakh each|(_in Lakhs)_<br>**Privately placed listed redeemable**<br>**non-convertible debentures of**<br>*1 lakh each|
|---|---|---|---|---|
||*As at
March 31, 2021|As at
March 31, 2020|As at
March 31, 2021|As at
March 31, 2020|
|Maturingbetween 48 to 60 months|-|-|-|-|
|Maturingbetween 36 to 48 months|2,747.28|-|-|930|
|Maturingbetween 24 to 36 months|-|-|3,983.64|-|
|Maturingbetween 12 to 24 months|-|5,507.69|4,619.29|1,107|
|Maturingupto within 12 months|5,507.69|4,295.72|6,967.43|-|
|Total|8,254.97|9,803.41|15,570.36|2,037.44|

Nature of Security

**Secured by first pari passu floating charge created on present and future business receivables and investments upto 100% of the value of debenture and also Secured by pari passu charge on 36,49,542 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company) held by Centrum Capital Limited

***Secured by i) Pari passu mortgage to be created over leasehold rights (to the extent of 210 sq ft of total sq ft of leasehold rights) in relation to leasehold property of Centrum Financial Services Limited (subsidiary company) located at Shop No.4, Rajalakshmi Nagar Layout, Mappedu- Mellnallathur Road, Erayarnangalam Village, Thiruvallur District, Pin code- 631 , and (ii) 1,02,14,000 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company ) held by Centrum Capital Limited value being ` 10,000.53/- valued at cost held by the company in its books of accounts as on March 31, 2019 and also secured by pari passu charge on 36,49,542 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company) held by Centrum Capital Limited

• Note : The above mentioned debentures are secured, unlisted and listed, rated and unrated, non-convertible, principal protected, market linked debentures carrying variable interest rate which is linked to performance of specified indices over the tenure of the debentures. Hence, the interest rate/range cannot be ascertained.

148

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 18 : BORROWINGS (OTHER THAN DEBT SECURITIES)

Note 18 : BORROWINGS (OTHER THAN DEBT SECURITIES)
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
At Amortised cost
a) Term loan
(i)Secured
- from banks	118.68	177.65
- from Others	10.00	16.97
b) Loan repayable on demand
(i)Secured
- from banks	-	1,270.03
c) Loan from relatedparties
(i)Unsecured	25.00	2,925.00
d) Other Loans and advances
(i)Unsecured
- Inter-corporate deposits(ICD'S)other than relatedparties	1,330.08	2,115.08
Total(A)	1,483.76	6,504.74
Borrrowings in India	1,483.76	6,504.74
Borrrowings outside India	-	-
Total(B)	1,483.76	6,504.74

Note : There is no borrowings measured at FVTPL or designated at FVTPL

The borrowings have not been guaranteed by directors or others. Also the Company has not defaulted in repayment of principal and interest

a) Details of Term loans from banks :

Terms of repayment in installments from banks

Tenure from Balance Sheet date Interest Rate range	Repayments details		(`in Lakhs) Repayments details As at March 31, 2020
		As at March 31, 2021
Maturing between 48 to 60 months 6.90 % to 8.90% Maturing between 36 to 48 months Maturing between 24 to 36 months Maturing between 12 to 24 months Maturing upto within 12 months	-	-	- -
	-	-	These are repayable in 8 monthly equated periodic installments 9.04
	These are repayable in 8 monthly equated periodic installments	9.04	These are repayable in 22 monthly equated periodic installments 45.66
	These are repayable in 22 monthly equated periodic installments	45.66	These are repayable in 36 monthly equated periodic installments 63.98
	These are repayable in 36 monthly equated periodic installments	63.98	These are repayable in 36 monthly equated periodic installments 58.97
Total		118.68	177.65

149

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Terms of repayment in installments from others

Tenure from Balance Sheet date Interest Rate range	Repayments details		(`in Lakhs) Repayments details As at March 31, 2020
		As at March 31, 2021
Maturing between 48 to 60 months 7.67 % to 10.43% Maturing between 36 to 48 months Maturing between 24 to 36 months Maturing between 12 to 24 months Maturing upto within 12 months	-	-	- -
	-	-	These are repayable in 2 monthly equated periodic installments 0.79
	These are repayable in 2 monthly equated periodic installments	0.81	These are repayable in 12 monthly equated periodic installments 4.50
	These are repayable in 12 monthly equated periodic installments	4.50	These are repayable in 14 monthly equated periodic installments 4.70
	These are repayable in 14 monthly equated periodic installments	4.70	These are repayable in 24 monthly equated periodic installments 6.98
Total		10.00	16.97

Nature of security of term loans from bank and others

The term loans are specifically vehicle loans and are secured against hypothecation of vehicles purchased there against

b) Loan repayable on demand :

Terms of repayment in installments from banks

||Interest Rate range|Interest Rate range|Repayments|Amount(_in Lakhs)_|**Amount**_(_in Lakhs)|
|---|---|---|---|---|---|
|Particulars|As at
March 31,
2021|As at
March 31,
2020|details|As at
March 31,
2021|As at
March 31,
2020|
|Secured by hypothecation of specific
assets covered under hypothecation
loan agreements|8.9 % to
12%|9.5 % to
12%|Repayable
on demand|-|1,270.03|
|Total||||-|1,270.03|

c) Loan from related parties:

Terms of repayment

||Interest Rate range|Interest Rate range|Repayments|Amount(_in Lakhs)_|**Amount**_(_in Lakhs)|
|---|---|---|---|---|---|
|Particulars|As at
March 31,
2021|As at
March 31,
2020|details|As at
March 31,
2021|As at
March 31,
2020|
|Unsecured Loan from related parties|-|12% to 13%|Repayable
on demand|25.00|2,925.00|
|Total||||25.00|2,925.00|

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

d) Other Loans and advances :

Terms of repayment in installments from others

|Tenure from Balance Sheet date|Interest Rate range|Repayments
details|Amount (**in Lakhs)**|**Amount (**in Lakhs)|
|---|---|---|---|---|
||||As at
March 31,
2021|As at
March 31,
2020|
|Maturingbetween 48 to 60 months|For March 31, 2021
10% to 12%
For March 31, 2020
10% to 13%|These are
repayable
on matuirty
a per terms|315.08|315.08|
|Maturingbetween 36 to 48 months|||-|-|
|Maturingbetween 24 to 36 months|||-|-|
|Maturingbetween 12 to 24 months|||-|-|
|Maturingupto within 12 months|||1,015.00|1,800.00|
|Total|||1,330.08|2,115.08|

Note 19 : OTHER FINANCIAL LIABILITIES

Note 19 : OTHER FINANCIAL LIABILITIES
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Interest accrued on borrowings(other than debt instruments)	154.88	116.85
Interest accrued on debt instruments	4,247.48	3,467.51
Unclaimed Dividend*	4.27	4.27
Guarantee Obligation	67.94	75.27
Expensespayable	152.35	234.63
Book overdraft from Banks	-	587.24
Others Payables	-	39.70
Total	4,626.91	4,525.47

*There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Act as at the year end.

Note 20 : PROVISIONS

Note 20 : PROVISIONS
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Employee Benefits
Gratuity (refer note 34)	4.36	-
Compensated Absences	32.07	33.94
Total	36.43	33.94

Note 21 : OTHER NON-FINANCIAL LIABILITIES

Note 21 : OTHER NON-FINANCIAL LIABILITIES
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
StatutoryDues Payable	85.67	85.97
Advance received from customers	8.75	12.93
Total	94.42	98.89

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 22 : EQUITY SHARE CAPITAL

22.1 Details of Equity Share capital

|Particulars|As at March 31, 2021|As at March 31, 2021|As at 31 March, 2020
Number in
Lakhs
**in Lakhs**|**As at 31 March, 2020**<br>**Number in**<br>**Lakhs**<br>in Lakhs|
|---|---|---|---|---|
||Number in
Lakhs|**in Lakhs**|**Number in**<br>**Lakhs**|in Lakhs|
|Authorised shares|||||
|Equityshares of1 each|7,500.00|7,500.00|7,500.00|7,500.00| |Issued, subscribed and fully paid-up<br>shares||||| |Equityshares of1 each fully paid up|4,160.33|4,160.33|4,160.33|4,160.33|
|Total Equity|4,160.33|4,160.33|4,160.33|4,160.33|

22.2 Terms and rights attached to equity shares

The Company has issued only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote per share. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting. The Company has not declared/ proposed any dividend in the current year.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

22.3 Reconciliation of the number of Equity shares and of Equity share capital amount outstanding at the beginning and at the end of the year

Particulars	Number (in Lakhs)	`in Lakhs
As at April 01, 2019	4,160.33	4,160.33
Issued duringtheyear	-	-
As at March 31, 2020	4,160.33	4,160.33
Issued duringtheyear	-	-
As at March 31, 2021	4,160.33	4,160.33

22.4 Details of Equity shareholders holding more than 5% shares in the company

Equity shareholders	As at March 31, 2021	As at March 31, 2021	As at 31 March, 2020 Number in Lakhs % holding	As at 31 March, 2020 Number in Lakhs % holding
	Number in Lakhs	% holding	Number in Lakhs	% holding
Businessmatch Services (India) Private Limited	1,343.99	32.30	1,343.99	32.30
JBCG AdvisoryServices Private Limited	233.39	5.61	-	-
Kaikobad Byramjee & Son Agency Private Limited	540.18	12.98	540.18	12.98
Praveen Kumar Arora	-	-	410.00	9.86

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

22.5 Shares reserved for issue under Employee Stock Option Scheme

Information relating to the Centrum Capital Limited Employee Stock Option Scheme (ESOS), including details regarding options issued, exercised and lapsed during the year and options outstanding at the end of the reporting period is set out in note 42.

Note 23 : OTHER EQUITY

Note 23 : OTHER EQUITY
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Capital Reserve(Gift of 5,25,000 equityshares of RapMedia Limited)	0.00	0.00
Securities Premium	14,477.74	14,477.74
Debenture Redemption Reserve	1,741.50	2,987.00
TreasuryShares	(2,310.54)	(2,373.04)
ESOP Trust reserve	2,376.77	2,387.27
Share Option OutstandingAccount	622.08	605.08
General Reserve	2,056.15	733.70
EquityInstruments through Other Comprehensive Income	(91.40)	(90.72)
Retained Earnings	30,560.82	31,473.95
Total	49,433.12	50,200.98

23.1 Nature and purpose of other equity

Capital reserve

Capital reserve is created due to gift of 525,000 equity shares of Rap Media Limited.

Security premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

Debenture redemption reserve

The Companies Act, 2013 requires companies that issue debentures to create a debenture redemption reserve from annual profits until such debentures are redeemed. The Company is required to transfer a specified percentage (as provided in the Companies Act, 2013) of the outstanding redeemable debentures to debenture redemption reserve. The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures. On completion of redemption, the reserve is transferred to General reserves

Share Options outstanding account

The Employee Stock Options outstanding represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

General reserve

General reserve is a free reserve available for distribution subject to compliance with the Companies (Declaration and Payment of Dividend) Rules, 2014.

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Equity Instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The group transfers amounts from this reserve to retained earnings then the relevant equity securities are derecognised.

Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company’s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.

Other comprehensive income

This represents equity instruments carried at fair value through OCI and remeasurement of employee benefits (gratuity and post retirement benefits)

Note 24 : SALES OF SERVICES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Syndication,commission and brokerage	2,640.40	1,509.54
Total	2,640.40	1,509.54
Other Ind AS 115 disclosures- Revenue from contract with customers
Set out below is the disaggregation of the revenue from contracts with customers		March 31, 2020
Type of service	March 31, 2021
Syndication,commission and brokerage	2,640.40	1,509.54
Total revenue from contracts with customers :	2,640.40	1,509.54
Geographical markets
India	2,564.91	1,409.52
Outside India	75.48	100.02
Total revenue from contracts with customers	2,640.40	1,509.54
Timing of revenue recognition :
Services transferred atpoint in time	2,640.40	1,509.54
Services transferred overtime	-	-
Total revenue from contracts with customers	2,640.40	1,509.54

Note : The Company satisfies its performance obligations on completion of service with regards to investment banking, advisory and other fees. The payments on these contracts is due on completion of service, the contracts do not contain significant financing components and the consideration is not variable.

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Note 25 : NET GAIN/(LOSS) ON FAIR VALUE CHANGES

( ` in Lakhs)

Note 25 : NET GAIN/(LOSS) ON FAIR VALUE CHANGES		(`in Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
A) Netgain/(loss)on financial instruments at FVTPL
i) On trading portfolio
- Investment - In Bonds	1.52	678.28
ii) On Non-trading portfolio
- Equityshares	258.35	(610.63)
- Preference shares	42.16	37.40
- CompulsoryConvertible debentures	125.00	(298.90)
- Mutual Funds	0.61	8.58
- Units of Private Equity/Funds	(21.29)	(0.97)
B) Total Netgain on fair value changes	406.35	(186.24)
Fair value changes :
- Realised	130.90	440.87
- Unrealised	275.45	(627.11)
C) Total Netgain on financial instruments at FVTPL(B=C)	406.35	(186.24)

Note 26 : OTHER INCOME

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
On financial assets measured at amortised cost
- Interest on loans	1,574.09	523.07
- Interest on deposits with banks	0.83	1.92
- Other interest income	26.70	61.12
On financial assets measured at fair value throughprofit or loss
- Interest income on financial assets	1.25	306.01
Interest on income tax refund	217.36	-
Rental income	1.80	27.78
Dividend on EquityShares	37.42	326.63
Gain on modification of leases	2.89	84.29
Guarantee income	36.76	36.94
Miscellaneous income	65.32	111.94
Total	1,964.41	1,479.70

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 27 : FINANCE COSTS

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
On financial liabilities measured at amortised cost:
Interest on debt securities	2,387.05	1,727.68
Interest on borrowings(other than debt securities)	432.82	533.88
Interest on lease liabilities(refer note 40)	56.09	114.71
Other interest expenses	1.87	27.98
Total	2,877.82	2,404.24

Note 28 : IMPAIRMENT ON FINANCIAL INSTRUMENTS

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Impairment on Financial Instruments measured at amortised cost
Impairment on Trade receivables/write off	12.88	101.14
Impairment on other receivables	11.81	8.77
Total	24.69	109.91

Note 29 : EMPLOYEE BENEFITS EXPENSES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Salaries wages and bonus	1,574.38	2231.21
Contribution toprovident and other funds	80.42	83.49
Share basedpayments(refer note 42)	15.53	68.24
GratuityExpenses(refer note 34)	10.22	12.08
Staff welfare expenses	0.65	23.89
Total	1,681.21	2,418.91

Note 30 : DEPRECIATION AND AMORTIZATION EXPENSES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Depreciation onproperty,plant and equipment(refer note 12)	89.11	105.18
Depreciation on right of use assets(refer note 13)	121.23	152.59
Amortization of intangible assets(refer note 14)	6.75	6.79
Total	217.09	264.56

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Note 31 : OTHER EXPENSES

Note 31 : OTHER EXPENSES
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Rent	125.90	221.22
Rates and taxes	2.42	0.10
EnergyCosts	10.33	30.65
Repair and maintenance	5.50	2.19
Insurance	21.57	25.63
Advertisement andpublicity	1.55	7.00
Computer and software expenses	2.25	15.04
Businesspromotion	38.14	103.54
Subscription and membershipfees	19.15	23.30
Commission and brokerage	32.11	99.01
Travellingand conveyance	27.14	150.05
Vehicle expenses	76.36	103.15
Communication costs	17.07	28.59
Printingand stationery	4.36	12.81
Legal andprofessional charges	696.91	803.34
Office expenses	69.55	106.73
Director's sittingfees	69.30	51.47
Loss on sale ofproperty,plant and equipment	0.77	-
Auditor's fees and expenses(Refer note 31.1)	36.58	36.65
Miscellaneous expenses	19.12	9.60
Total	1,276.08	1,830.79

Note 31.1 : Auditor’s fees and expenses

Note 31.1 : Auditor’s fees and expenses
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
As Auditor's
StatutoryAudit fees(includingIFC)	21.00	21.00
Limited Review	12.00	12.00
Certification Fees	3.25	3.35
Out of Pocket Expenses	0.33	0.30
Total	36.58	36.65

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 32 : INCOME TAXES

32.1 The Components of income tax expense for the year ended March 31, 2021 and year ended March 31, 2020

March 31, 2020
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Current tax	21.63	30.00
Adjustment in respect of current income tax ofprioryears	(92.85)	(599.57)
Deferred tax relatingto origination and reversal of temporarydifferences	475.39	41.46
Income tax expense reported in statement ofprofit and loss	404.18	(528.12)
Current Tax	(71.22)	(569.57)
Deferred Tax	475.39	41.46
Income tax recognised in other comprehensive income(OCI)
Deferred tax related to items recognised in OCI duringtheyear:
- Fair value changes on equityinstruments through OCI	-	-
- Remeasurement of defined benefitplans	7.46	(1.09)
Income tax charged to OCI	7.46	(1.09)

32.2 Reconciliation of the total tax charge:

The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged at Indian corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s domestic tax rate for the year ended March 31, 2021 and March 31, 2020 is, as follows:

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Accounting profit before tax	(498.22)	2,396.59
Applicable StatutoryEnacted Income Tax Rate	26.00%	29.12%
Computed Tax Expense	(129.54)	697.89
Increase/(Reduction) in Taxes on account of
Items(Net) not deductible for Tax/not Liable to tax
Unabsorbed Depreciation/Business Loss	275.95	-
Others	-	184.93
Income not subject to tax or chargeable at lower rate
Dividend Income	5.80	(95.40)
Capital receipt(net)	18.75	(715.96)
Capital Gain on sale of investments(net)	-	-
MAT Credit Entitlement	326.06	-
Tax expense relatingto earlieryears(net)	(92.85)	(599.57)
Income tax expense reported in the Statement of Profit and Loss	404.18	(528.12)
Effective tax rate	-99.76%	2.98%

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

32.3 Deferred Tax

The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax expenses

expenses	expenses	expenses
Particulars					(`in Lakhs)
				Year ended March 31, 2021	Year ended March 31, 2020
Deferred tax assets
Expenses allowable under section 43B of the Income Tax Act, 1961 on payment basis				204.46	251.35
Impairment allowance for financial assets				530.39	278.99
Fair valuation of financial instruments				149.59	454.00
Property,plant and equipment				112.72	181.96
Employee benefit obligations				9.47	(0.18)
MAT credit entitlement				1,478.46	1,804.51
Others				6.67	7.47
Deferred tax assets(A)				2,491.76	2,978.10
Deferred tax liabilities
Fair valuation of financial instruments				-	-
Others				15.29	33.69
Deferred tax liabilities(B)				15.29	33.69
Deferred tax assets(net) [(A)- (B)]				2,476.48	2,944.41
Particulars	Year ended March 31, 2021			Year ended March 31, 2020 Income Statement OCI
	Income Statement	OCI		Income Statement		OCI
Deferred tax assets
Expenses allocable under section 43B of the Income Tax Act, 1961 on payment basis	46.88	-		(109.20)		-
Impairment allowance for financial assets	44.67	-		(146.15)		-
Fair valuation of financial instruments	(24.69)	-		(64.14)		-
Property, plant and equipment	69.24	-		(168.78)		-
Employee benefit obligations	(9.65)	(7.46)		14.08		1.09
MAT credit entitlement	326.06	-		279.75		-
Others	22.88	-		202.21		-
Deferred tax assets(A)	475.39	(7.46)		7.77		1.09
Deferred tax liabilities
Others	-	-		(33.69)		-
Deferred tax liabilities(B)	-	-		(33.69)		-
Total(net) [(A)- (B)]	475.39	(7.46)		41.46		1.09

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 33: Earning per share (EPS)

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company (after adjusting for interest on the convertible preference shares and interest on the convertible bond, in each case, net of tax) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Netprofit/(loss)attributable to ordinaryequityholders(A)	(902.39)	2,924.70
Weighted average number of equityshares for basic EPS(B)	4,160.33	4,160.33
Weighted average number of equityshares for diluted EPS(C)	4,160.33	4,160.33
Basic earningsper equityshare(face value of`1per share) (A/B)	(0.22)	0.70
Diluted earningsper equityshare(face value of`1per share) (A/C)	(0.22)	0.70

Note 34: EMPLOYEE BENEFIT PLANS

34.1 Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions; there is no legal or constructive obligation to pay further contributions. The assets of the plan are held separately from those of the Group in a fund under the control of trustees. The Company makes Provident Fund contributions which are defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

The Company has recognised the following amounts in the statement of profit and loss towards contribution to defined contribution plans which are included under contribution to provident and other funds. The contributions payable to these plans by the Company are at rates specified in the rules of the Schemes:

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Provident fund	80.42	83.41
ESIC	-	0.08

34.2 Defined benefit plans

The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and last drawn salary.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:

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Net liability/(assets) recognised in the Balance Sheet

( ` in Lakhs)

Net liability/(assets) recognised in the Balance Sheet		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Present value of funded obligations	(167.05)	(142.16)
Fair value ofplan assets	162.70	176.71
Defined Benefit obligation/(asset)	(4.36)	34.55

Net benefit expense recognised in statement of profit and loss

( ` in Lakhs)

Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Current service cost	12.49	13.25
Past service cost	-	-
Net Interest on net defined benefit liability/ (asset)	(2.27)	(1.17)
Net benefit expense	10.22	12.08

Remeasurement gain/ (loss) in other comprehensive income (OCI)

( ` in Lakhs)

Particulars		Year ended March 31, 2021	Year ended March 31, 2020
Re-measurements on defined benefit obligation
Actuarialgain/(loss)arisingfrom changes in demographic assumptions		-	16.01
Actuarialgain/(loss)arisingfrom changes in financial assumptions		-	2.16
Actuarialgain/(loss)arisingfrom experience over thepastyears		23.80	(34.66)
Re-measurements onplan assets
Return on Plan assets, excluding amount included in net interest on the net defined benefit liability/(asset)		4.89	12.74
Actuarialgain/(loss) (through OCI)		28.69	(3.75)
Details of changes in present value of defined benefit obligations as follows:
			(`in Lakhs)

Particulars	As at March 31, 2021	As at March 31, 2020
Present value of defined benefit obligation at the beginningof theyear	142.16	160.70
Current service cost	12.49	13.25
Past Service Cost	-	-
Interest cost on benefit obligations	9.33	12.36
Re-measurements:	-	-
a. Actuarial loss/(gain) arising from changes in demographic assumptions	-	13.77
b. Actuarial loss/ (gain)arisingfrom changes in financial assumptions	0.55	2.27
c. Actuarial loss/ (gain)arisingfrom experience over thepastyears	23.25	(50.43)
Benefitspaid	(20.71)	(9.76)
Present value of defined benefit obligation at the end of theyear	167.05	142.16

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Details of changes in fair value of plan assets are as follows: -

Details of changes in fair value of plan assets are as follows: -
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Fair value ofplan assets at the beginningof theyear	176.71	175.92
Interest income onplan assets	11.59	13.52
Employer contributions	-	-
Benefitspaid	(20.71)	(9.76)
Re-measurements:	-	-
a. Return on Plan assets, excluding amount included in net interest on the net defined benefit liability/(asset)	(4.89)	(2.97)
Fair value ofplan assets as at the end of theyear	162.70	176.71

34.3 Defined benefit plans assets

Category of assets (% allocation)		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
- Government securities	-	-
- Insurance fund	162.70	176.71
Total	162.70	176.71

34.4 The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below :

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Expected Return on Plan assets	6.49%	6.56%
Rate of discounting	6.49%	6.56%
Rate of salary Increase	0.00% p.a. for the next 1 years, 6.26% p.a. for the next 1 years, starting from the 2ndyear & 5.00% p.a. thereafter, starting from the 3rd year	0.00% p.a. for the next 2 years, 6.26% p.a. for the next 1 years, starting from the 3rdyear 5.00% p.a. thereafter, starting from the 4th year
Rate of Employee Turnover	10.00%	10.00%
Mortality Rate During Employment	Indian Assured Lives mortality (2006-08)	Indian Assured Lives mortality (2006-08)
MortalityRate After Employment	N.A.	N.A.

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34.5 Quantitative sensitivity analysis for impact of significant assumptions on defined benefit obligation are as follows

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Onepercentagepoint increase in discount rate	(7.48)	(9.01)
Onepercentagepoint decrease in discount rate	8.32	10.06
Onepercentagepoint increase in Salary growth rate	5.21	6.67
Onepercentagepoint decrease in Salary growth rate	(4.26)	(4.63)
Onepercentagepoint increase in Employee Turnover rate	1.26	1.73
Onepercentagepoint decrease in Employee Turnover rate	(1.40)	(1.92)

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

34.6 Maturity profile of defined benefit obligation are as follows

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
1stFollowingYear	37.08	17.16
2ndFollowingYear	15.93	15.78
3rdFollowingYear	14.99	14.70
4thFollowingYear	14.80	13.87
5thFollowingYear	25.06	13.58
Sum of Years 6 to 10	62.59	65.34
Sum of Years 11 and above	73.19	80.58

Note 35 : CONTINGENT LIABILITIES, COMMITMENTS

35.1 Contingent Liabilities

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Corporate Guaranteesgiven bythe company* :		-
- Subsidiary	104,252.32	93,863.34

*Out of above, loan availed 83,298.03 Lakhs and out of these outstanding loan amount stands to 63,552.75 Lakhs

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

35.2 Commitments not provided for

35.2 Commitments not provided for
Particulars		(`in Lakhs) As at March 31, 2020
	As at March 31, 2021
Capital Commitments	-	-

Note 36 : CAPITAL

The company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

Capital Management

The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and requirements of the financial covenants. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities or sell assets to reduce debts. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through loans and operating cash flows generated.

Note 37 : EXCEPTIONAL ITEMS

Note 37 : EXCEPTIONAL ITEMS
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Profit/ (Loss)on Sale of Investments in subsidiarycompanies	-	(542.49)
Gain on sale of debt tradingbusiness	-	3,050.49
Forfeiture of upfront subscription on share warrants	-	3,750.00
Exceptional Income	-	6,258.00

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

NOTE 38: MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.

|Particulars||||(_in Lakhs)_<br>**As at March 31, 2020**|_(_in Lakhs)
As at March 31, 2020|(`in Lakhs)
As at March 31, 2020|
|---|---|---|---|---|---|---|
||As at March 31, 2021||||||
||Within 12
months|After 12
months|Total|Within 12
months|After 12
months|Total|
|ASSETS|||||||
|Financial assets|||||||
|Cash and cash equivalents|1,014.41|-|1,014.41|280.15|-|280.15|
|Bank balance other than cash and cash
equivalents above|4.27|-|4.27|4.27|-|4.27|
|Derivative Financial Instruments|-|226.32|226.32|77.10|-|77.10|
|Trade Receivables|339.39|-|339.39|703.32|-|703.32|
|Loans|20,368.17|-|20,368.17|6,708.60|-|6,708.60|
|Investments|527.61|62,352.30|62,879.91|284.32|61,540.17|61,824.50|
|Other financial assets|2,739.71|56.07|2,795.78|7,010.91|137.26|7,148.17|
|Non-financial assets|||||||
|Current tax assets(net)|-|619.25|619.25|-|623.62|623.62|
|Deferred tax assets(net)|-|2,476.48|2,476.48|-|2,944.41|2,944.41|
|Property, plant and equipment|-|389.09|389.09|-|480.23|480.23|
|Right-of-use-assets|99.27|212.35|311.63|16.06|437.71|453.77|
|Other intangible assets|-|16.67|16.67|-|23.42|23.42|
|Other non-financial assets|60.59||60.59|120.25|-|120.25|
|Total assets|25,153.41|66,348.53|91,501.94|15,204.99|66,186.81|81,391.80|
|LIABILITIES AND EQUITY|||||||
|LIABILITIES|||||||
|Financial liabilities|||||||
|Derivative financial instruments|3,456.88|4,042.68|7,499.55|1,939.17|1,020.25|2,959.42|
|Debt securities|12,475.12|11,350.21|23,825.33|4,295.72|7,545.12|11,840.85|
|Borrowings(other than debt securities)|1,108.68|375.08|1,483.76|6,060.99|443.74|6,504.74|
|Lease Liability|122.40|219.71|342.11|174.30|892.89|1,067.19|
|Other financial liabilities|3,718.75|908.15|4,626.91|2,785.34|1,740.13|4,525.47|
|Non-financial Liabilities|||||||
|Provisions|10.62|25.81|36.43|6.15|27.79|33.94|
|Other non-financial liabilities|94.42|-|94.42|98.89|-|98.89|
|Total liabilities|20,986.87|16,921.64|37,908.51|15,360.57|11,669.93|27,030.50|
|Net|4,166.54|49,426.89|53,593.44|(155.57)|54,516.88|54,361.30|

Note :The Company in addition to generating operating income from merchant banking activities, is also a holding Company of profitable subsidiaries involved in diversified businesses and receives dividend distribution at regular interval and will be comfortably able to meet it’s obligations at all points of time.

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

NOTE 39: CHANGE IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

						(`in Lakhs)
Particulars	As at April 1, 2020	Cash flows (net)	Changes in fair value	Changes in fair value	Other	As at March 31, 2021
Debt securities including accrued interest thereon	15,308.36	10,110.80	-	-	2,653.65	28,072.81
Borrowings other than debt securities includingaccrued interest thereon	6,621.59	(5,415.77)			432.82	1,638.64
Total liabilities from financing activities	21,929.95	4,695.03	-	-	3,086.46	29,711.45

Other column includes the effect of accrued but not paid interest on borrowing, amortisation of processing fees etc.

Note 40: LEASES

Payments associated with short-term leases are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

Following are the changes in the carrying value of right of use assets:

Particulars	Category of RoU asset	Category of RoU asset	Total
	Vehicle	Officepremises
As at April 1, 2020
Gross carrying amount
Opening gross carryingamount	3.14	786.97	790.11
Additions	-	-	-
Disposals and transfers	-	(22.56)	(22.56)
Closing gross carrying amount	3.14	764.40	767.55
Accumulated depreciation
As at April 1, 2020	3.14	333.20	336.34
Depreciation charge duringtheyear	-	121.23	121.23
Disposals and transfers	-	(1.65)	(1.65)
Closing accumulated depreciation	3.14	452.78	455.92
Net carrying amount as at March 31, 2021	0.00	311.62	311.63

The aggregate depreciation expense on ROU assets is included under depreciation and amortization expenses in the statement of Profit and Loss. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities is 10%.

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

The following is the movement in lease liabilities:

The following is the movement in lease liabilities:
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Balance as at beginning	1,067.19	719.99
Additions	-	496.63
Finance cost accrued duringtheperiod	56.09	114.71
Deletions	(610.04)	-
Payment of lease liabilities	(171.13)	(264.14)
Balance as at end	342.11	1067.19

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

basis:
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
upto 3 months	30.60	66.30
3 to 6 months	30.60	69.00
6 to 12 months	61.20	137.99
1year to 3year	276.00	800.03
More than 3years	0.00	309.47
Total	398.40	1382.79

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was 125.90 Lakhs and 225.12 Lakhs for the year ended March 31, 2021 and March 31,2020 respectively. There are no rental expense recorded for low-value assets or for any of variable lease payments for any of the reporting year.

Note 41 : FAIR VALUE MEASUREMENT

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total		280.15	4.27	77.10	703.32	6,708.60	-	60,756.18	-	264.05	20.28	-	-	332.45	451.54	7,148.17	76,746.11		2,959.42	11,840.85	6,504.74	1,067.19	4,525.47	26,897.67
	Others*		-	-	-	-	-	-	60,756.18	-	-	-	-	-	-	-	-	60,756.18		-	-	-	-	-	-
	Amortised Cost		280.15	4.27	-	703.32	6,708.60	-	-	-	-	-	-	-	-	-	7,148.17	14,844.51		-	11,840.85	6,504.74	1,067.19	4,525.47	23,938.25
	FVOCI		-	-	-	-	-	-	-	-	0.68	-	-	-	-	-	-	0.68		-	-	-	-	-	-
	FVTPL		-	-	77.10	-	-	-	-	-	263.37	20.28	-	-	332.45	451.54	-	1,144.73		2,959.42	-	-	-	-	2,959.42
	Total		1,014.41	4.27	226.32	339.39	20,368.17		60,826.67	-	521.72	5.89	-	-	874.85	650.78	2,795.78	87,628.25		7,499.55	23,825.33	1,483.76	342.11	4,626.91	37,777.65
	Others*		-	-	-		-		60,826.67	-	-	-	-	-	-	-	-	60,826.67		-	-	-	-	-	-
	A mortised Cost		1,014.41	4.27	-	339.39	20,368.17		-	-	-	-	-	-	-	-	2,795.78	24,522.02		-	23,825.33	1,483.76	342.11	4,626.91	30,278.10
	**FVOCI **		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-
	FVTPL		-	-	226.32	-	-		-	-	521.72	5.89	-	-	874.85	650.78	-	2,279.56		7,499.55	-	-	-	-	7,499.55
		Financial Asset	Cash and cash equivalents	Bank balance other than cash and cash equivalents above	Derivative financial instruments	Trade receivables	Loans	Investments	- Equity shares of subsidiaries	- Joint Ventures/Associates	- Other equity investments	- Units of mutual funds	- Government and corporate securities	- Debt securities	- Preference shares	- Units of private equity	Other financial assets	Total Financial Assets	Financial Liability	Derivative financial instruments	Debt securities	Borrowings (other than debt securities)	Lease Liability	Other financial liabilities	Total Financial Liabilities

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table. Financial instruments measured at fair value - recurring fair value measurements (`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total			77.10		263.37	20.28	-	-	332.45	451.54		0.68	1,145.42					1,720.18	1,239.24	2,959.42
	Level 3			-		-	-	-	-	332.45	451.54		0.68	784.67					-	-	-
	Level 2			-		-	-	-	-	-	-		-	-					1,720.18	-	1,720.18
	Level 1 Level 2 Level 3 Total Level 1			77.10		263.37	20.28	-	-	-	-		-	360.75					-	1,239.24	1,239.24
				226.32		521.72	5.89	-	-	874.85	650.78		-	2,279.56					7,499.55	-	7,499.55
				-		-	-	-	-	874.85	650.78		-	1,525.63					-	-	-
				-		-	-	-	-	-	-		-	-					7,499.55	-	7,499.55
				226.32		521.72	5.89	-	-	-	-		-	753.93					-	-	-
		Financial assets:-	Financial assets measured at FVTPL	Options	Financial investments measured at FVTPL	- Equity investments	- Units of mutual funds	- Government and corporate securities	- Debt securities	- Preference shares	- Units of private equity	Financial investments measured at FVOCI	- Unlisted equity instruments	Total financial assets		Financial liabilities:-	Financial Liabilities measured at FVTPL	Derivatives not designated as hedges	Embedded derivatives on redeemable market linked debentures	Options	Total Financial Liabilities

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

41.3 Financial assets and liabilities measured at amortised cost for which fair value is disclosed

disclosed	disclosed
				(`in Lakhs)
Particulars	Fair value hierarchy	As at March 31, 2021		As at March 31, 2020
		Carrying Amount	Fair Value	Carrying Amount	Fair Value
Financial assets
Cash and cash equivalents	Level 2	1,014.41	1,014.41	280.15	280.15
Bank balance other than cash and cash equivalents above	Level 2	4.27	4.27	4.27	4.27
Trade receivables	Level 2	339.39	339.39	703.32	703.32
Loans	Level 3	20,368.17	20,368.17	6,708.60	6,708.60
Securitydeposits	Level 3	117.32	117.32	136.40	136.40
Rent Receivable	Level 3	-	-	0.40	0.40
Margin balances with broker	Level 3	-	-	2,889.07	2,889.07
Other Receivables	Level 3	2,678.46	2,678.46	4,122.30	4,122.30
Financial liabilities
Debt securities	Level 2	23,825.33	23,825.33	11,840.85	11,840.85
Borrowings(other than debt securities)	Level 2	1,483.76	1,483.76	6,504.74	6,504.74
Interest accrued on borrowings (other than debt instruments)	Level 2	154.88	154.88	116.85	116.85
Interest accrued on debt instruments	Level 2	4,247.48	4,247.48	3,467.51	3,467.51
Unpaid Dividend	Level 2	4.27	4.27	4.27	4.27
Lease Liabilities	Level 3	342.11	342.11	1,067.19	1,067.19
Guarantee Obligation	Level 3	67.94	67.94	75.27	75.27
Other Payables	Level 3	152.35	152.35	861.57	861.57

The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).

The hierarchies used are as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entityspecific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Notes:

For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and cash equivalents, bank deposits, trade receivables, debts and borrowings. Such amounts have been classified as Level 2 on the basis that no adjustments have been made to the balances in the balance sheet.

There are no transfers between levels 1 and 2 during the year.

41.4 Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments and

• for other financial instruments – discounted cash flow analysis.”

Specific valuation techniques used to value financial instruments include:

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities, a contingent consideration receivable and certain derivative contracts, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

41.5 Valuation processes

The finance department of the company includes a team that performs the valuations of non-property items required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the company’s half-yearly reporting periods.

The main level 3 inputs used by the Company are derived and evaluated as follows:

• Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

• Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk gradings determined by company’s internal credit risk management group.

• Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

• Contingent consideration – expected cash inflows are estimated based on the terms of the sale contract and the entity’s knowledge of the business and how the current economic environment is likely to impact it.”

Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO, Audit Committee and the valuation team. As part of this discussion the team presents a report that explains the reason for the fair value movements.

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

41.6. Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended March 31, 2021 and March 31, 2020:

					(`in Lakhs)
Particulars	Unlisted equity shares	Debt instruments	Preference shares	Units of private equity	Total
As at April 01, 2019	17.11	11,054.56	295.04	302.52	11,669.22
Acquisitions duringtheyear	-	750.00	-	150.00	900.00
Disposals/redemption duringtheyear	-	(2,507.64)	-	-	(2,507.64)
Conversions into equity shares during the year	-	(8,998.00)	-	-	(8,998.00)
Gains/(losses)recognised inprofit or loss*	-	(298.90)	37.40	(0.98)	(262.48)
Gains(losses) recognised in other comprehensive income*	(16.43)	-	-	-	(16.43)
As at March 31, 2020	0.68	-	332.45	451.54	784.67
Acquisitions duringtheyear	-	-	500.00	225.00	725.00
Disposals/redemption duringtheyear	-	-	-	-	-
Conversions into equityshares duringtheyear	-	-	-	-	-
Gains/(losses)recognised inprofit or loss*	-	-	42.40	(25.76)	16.64
Gains(losses) recognised in other comprehensive income*	(0.68)	-	-	-	(0.68)
As at March 31, 2021	0.00	-	874.85	650.78	1,525.63
* Includes unrealised gains/(losses) recognised in profit and loss related to assets and liabilities held at the end of the reporting period
For theyear ended March 31, 2020	(16.43)	(298.90)	37.40	(0.98)	(278.90)
For theyear ended March 31, 2021	(0.68)	-	42.40	(25.76)	15.96

41.7 Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See (c) above for the valuation techniques adopted.

|Particulars|(_in Lakhs)_<br>**Fair value as at**|_(_in Lakhs)
Fair value as at|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Unlisted equityshares|-|0.68|
|Debt instruments|-|-|
|Preference shares|874.85|332.45|
|Units ofprivate equity|650.78|451.54|

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 42: EMPLOYEE STOCK OPTION PLAN

The Company provides share-based payment to its employees. The Company has two employees stock option schemes viz. CCL Employee Stock Option Scheme 2017 and CCL Employee Stock Option Scheme 2018

CCL Employee Stock Option Scheme 2017

The Scheme was approved by Shareholders on August 31, 2017 for grant of stock options and all the granted Options Shall Vest with the Participant on the last day of the of 1[st] year from the Grant date

CCL Employee Stock Option Scheme 2018

The Scheme was approved by Shareholders on March 29, 2018 for grant of stock options and below are vesting requirements:

Sr. No.	Particulars	Maximum options entitled for vesting
1	At the end of Year 1 from the Grant date	20 (Twenty)% of total optionsgranted
2	At the end of Year 2 from the Grant date	20 (Twenty)% of total optionsgranted
3	At the end of Year 3 from the Grant date	20 (Twenty)% of total optionsgranted
4	At the end of Year 4 from the Grant date	20 (Twenty)% of total optionsgranted
5	At the end of Year 5 from the Grant date	20 (Twenty)% of total optionsgranted

The details of activity under the both Scheme (Face value of ` 1/- each) are summarized below:

The details of activity under the both Scheme (Face value of`1/- each) are	summarized below:	summarized below:
Particulars	Number of Options for year ended
	March 31, 2021	March 31, 2020
Scheme 2017 : Face value of`1 each
Exercise price	Refer Note A below	Refer Note A below
Options outstandingas at beginningof theyear	1,300,000	1,300,000
Add: Granted	-	500,000
Less: Exercised	500,000	500,000
Less: Forfeited/Cancelled	-	-
Less: Lapsed	-	-
Option outstanding end of theyear	800,000	1,300,000
Exercisable at the end of theyear	800,000	800,000
Scheme 2018 : Face value of`1 each
Exercise price	Refer Note A below	Refer Note A below
Option outstandingas at beginningof theyear	3,800,000	1,650,000
Add Granted	-	2,150,000
Less: Exercised	-	-
Less: Forfeited/Cancelled	-	-
Less: Lapsed	-	-
Option outstanding as at end of theyear	3,800,000	3,800,000
Exercisable at the end of theyear	1,090,000	330,000

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note A:

Note A:
Particulars	Scheme 2017	Scheme 2018
Exercise price/Pricing Formula	The Exercise Price for the Options granted shall be `12.50 per share	The Exercise Price for the Options granted shall be decided by theBoard/Committee/ Trust, in such manner, during such period, in one or more tranches and on such terms and conditions as it may deem fit, provided that the exercise price per option shall not be less than the face value of the equity share of the Company and shall be subject to compliance with the accounting policies under the regulations as maybe applicable.
Total number of stock options approved (total shares lyingwith the Trust)	24,581,160	24,581,160
Maximum term of stock optionsgranted	5years	5years
Source of shares (primary, secondary or combination)	Secondary	Secondary
Date ofgrant	Various Dates	Various Dates
Total Number of optionsgranted	1,800,000	3,800,000
Method of settlement	Equity	Equity
Total Number of Granted but not vested	0	27,10,000
Vested but not exercised	800,000	1,090,000
Exercise period	5 Years from each grant date	5 Years from each grant date
Weighted average share price at the date of exercise for stock options exercised duringtheyear	NA	NA

Details of Options granted:

Details of Options granted:
Particulars		Scheme 2017				Scheme 2018
Grant Date	Sept 17, 2019	Oct 1 2018	Apr 12, 2018	July 26 , Sept 17 and 20,2019	August 29, 2018	December 14, 2018
Number of Optionsgranted	500,000	500,000	1,200,000	2,150,000	1,000,000	750,000
Number of Options forfeited/Cancelled	-	-	400,000	-	100,000	-
Number of optionsgranted(net)	500,000	500,000	800,000	2,150,000	900,000	750,000
Range of Risk free interest rate	6.46%	8.04%	7.32%	-	8.14% -8.31%	7.35% -7.50%
Dividendyield	0.16%	0.08%	0.08%	-	0.08%	0.08%
Expected volatility	20.05%	21.16%	19.84%	-	25.19%	17.24% -21.75%
Exercise price (`)	12.5	12.5	12.5	Not yet determined	27.75	29.00
Fair value of option (`)	15.39	27.5	52.58	Not yet determined	10.1 to 14.64	17.87 to 22.74
No. of years vesting	on the last day of the of 1styear from the Grant date			As per vesting schedule described above

Vesting of options is subject to continued employment during the vesting period.

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Other Information regarding employee share based payment plan is as below:

|Particulars|(_in Lakhs)_<br>**For year ended**|_(_in Lakhs)
For year ended|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Carrying amount at the start of the period of Share Option Outstanding
Account|605.08|464.22|
|Expense arisingfrom employee share basedpaymentplans|93.95|278.36|
|Amount transferred to general reserve on account of ESOP Exercised
duringtheyear|(76.95)|(137.50)|
|Total carrying amount at the end of the period of Share Option
Outstanding Account|775.98|605.08|

Note 43: RELATED PARTY

43.1. Related Party Disclosure

Relationship

Name of the party

• A. Related parties with whom the Company has entered into transactions during the year:

• (i) Enterprise where Key Management Personnel / Individual has Control / Significant Influence

Businessmatch Services (India) Private Limited

Sonchajyo Investments & Finance Private Limited

JBCG Advisory Services Private Limited

BG Advisory Services LLP

Casby Global Air Private Limited

Club 7 Holidays Limited

Thrill Park Limited

• (ii) Individual having significant influence

• B. List of Related Parties

• (i) Subsidiary

Mr. Chandir Gidwani, Chairman Emeritus (NonExecutive Director)

Centrum Retail Services Limited

Centrum Broking Limited

Centrum Microcredit Limited (Formerly known as Centrum Microcredit Private Limited)

Centrum Housing Finance Limited

Centrum Financial Services Limited (Subsidiary of Centrum Retail Services Limited)

Centrum International Services Pte. Ltd.,

Centrum Alternatives LLP

Centrum Alternative Investment Managers Limited

Centrum Capital International Limited (Formerly known as Commonwealth Centrum Advisors Limited )

CCAL Investment Management Limited (Subsidiary of Centrum Capital International Limited)

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Centrum Holdings Limited (Formerly known as EsselCentrum Holdings Limited (upto March 17, 2020))

Centrum Capital Advisors Limited

Centrum Wealth Limited (Formerly known as Centrum Wealth Management Limited )(Subsidiary of Centrum Retail Services Limited)

Centrum Investment Advisors Limited (Subsidiary of Centrum Wealth Limited) (Formerly known as Centrum Wealth Management Limited))

Centrum Insurance Brokers Limited (Subsidiary of Centrum Retail Services Limited)

• (ii) Joint Ventures

• (iii) Associates

• (iv) Key Management Personnel

Centrum REMA LLP (Subsidiary of Centrum Alternatives LLP) (upto February 18, 2021)

Acorn Fund Consultants Private Limited

• Mr. Jaspal Singh Bindra, Executive Chairman Mr. Sriram Venkatasubramanian, Chief Financial Officer

• Mr. Alpesh Shah, Company Secretary

• (v) Directors

• Mr. Rajasekhara Reddy, Independent Director

• Mr. Subhash Kutte, Independent Director Mr. Manmohan Shetty, Independent Director

• Mr. Narayan Vasudeo Prabhutendulkar, Independent Director

• Ms. Anjali Seth, Independent Director Mrs. Mahakhurshid Byramjee, Non-Executive Director Mr. Rishad Byramjee, Non-Executive Director

• Mr. Ramchandra Kasargod Kamath, Non-Executive Director

Mr. Rajesh Nanavaty, Non-Executive Director Mr. Subrata Kumar Atindra Mitra, Independent Director Mr. Tejendra Mohan Bhasin, Independent Director (upto October 09, 2020)

• (vi) Relatives of Key Management Personnel

Mr. Rajesh Srivastava , Independent Director Mrs. Roopa V Sriram, Wife of Chief Financial Officer Mr. Amritpal Singh Bindra ( Son of Executive Chairman)

176

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total	FY 2019-20		2,436.00	289.00	14,501.00	-	582.00	1,070.00	450.00	19,328.00		9,745.00	-	2,381.00	-	-	185.00	450.00	12,761.00		4,585.00	-	150.00	3,200.00	1,500.00	9,435.00		2,185.00	1,000.00	-	3,200.00	150.00	6,535.00		2.33	0.23	2.55		2.33	0.23	2.55		1.17	70.18
		FY 2020-21		2,800.00	557.39	22,952.00	1,500.00	151.87	200.00	-	28,161.26		9,037.25	986.39	2,720.00	1,500.00	47.00	170.00	-	14,460.64		-	-	-	-	-	-		2,400.00	500.00	-	-	-	2,900.00		-	-	-		-	-	-		0.04	636.71
	Associates / Entities where company has significant influence	FY 2019-20		-	-	-	-	582.00	-	-	582.00		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	151.87	-	-	151.87		-	-	-	-	47.00	-	-	47.00		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Relative of Key Management Personnel/ Individual having significant influence	FY 2019-20		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Individual having significant influence	FY 2019-20		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Directors	FY 2019-20		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Key Management Personnel	FY 2019-20		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Enterprise where Key Management Personnel has Control / Significant Influence	FY 2019-20		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	3,200.00	-	3,200.00		-	-	-	3,200.00	-	3,200.00		-	-	-		-	-	-		-	-
		FY 2020-21		-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Joint Venture	FY 2019-20		-	289.00	-	-	-	-	-	289.00		-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
		FY 2020-21		-	557.39	-	-	-	-	-	557.39		-	986.39	-	-	-	-	-	986.39		-	-	-	-	-	-		-	-	-	-	-	-		-	-	-		-	-	-		-	-
	Subsidiary Companies	FY 2019-20		2,436.00	-	14,501.00	-	-	1,070.00	450.00	18,457.00		9,745.00	-	2,381.00	-	-	185.00	450.00	12,761.00		4,585.00	-	150.00	-	1,500.00	6,235.00		2,185.00	1,000.00	-	-	150.00	3,335.00		2.33	0.23	2.55		2.33	0.23	2.55		1.17	70.18
		FY 2020-21		2,800.00	-	22,952.00	1,500.00	-	200.00	-	27,452.00		9,037.25	-	2,720.00	1,500.00	-	170.00	-	13,427.25		-	-	-	-	-	-		2,400.00	500.00	-	-	-	2,900.00		-	-	-		-	-	-		0.04	636.71
	Nature of transaction		Inter-Corporate Deposits Given	Centrum Capital Advisors Limited	Centrum REMA LLP	Centrum Retail Services Limited	Centrum Microcredit Limited	Acorn Fund Consultants Private Limited	Centrum Alternative Investment Managers Limited	Centrum Housing Finance Limited	Total	Inter-Corporate Deposits received back	Centrum Retail Services Limited	Centrum REMA LLP	Centrum Capital Advisors Limited	Centrum Microcredit Limited	Acorn Fund Consultants Private Limited	Centrum Alternative Investment Managers Limited	Centrum Housing Finance Limited	Total	Inter-Corporate Deposits Taken	Centrum Financial Services limited	Centrum Retail Services Limited	Centrum Holdings Limited	JBCG Advisory Services Private Limited	Centrum Housing Finance Limited	Total	Inter-Corporate Deposits repaid	Centrum Financial Services limited	Centrum Housing Finance Limited	Centrum Retail Services Limited	JBCG Advisory Services Private Limited	Centrum Holdings Limited	Total	Loans/Advances Given	Centrum Capital Advisors Limited	Centrum Holdings Limited	Total	Loans/Advances Received Back	Centrum Capital Advisors Limited	Centrum Holdings Limited	Total	Commission and Brokerage Paid	Centrum Broking Limited	Centrum Investment Advisors Limited

177

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total	FY 2019-20	72.94	144.29		24.46	-	10.00	72.50	60.00	166.96		29,775.78	157.80	29,933.58		464.00	464.00		157.65	100.00	750.00	1,007.65		750.00	750.00		7,448.00	1,350.00	8,798.00		-	-		1,545.84	1,545.84		1,332.23	1,332.23		94.50
		FY 2020-21	110.32	747.07		23.30	3.00	-	-	-	26.30		-	-	-		576.00	576.00		128.09	-	-	128.09		500.00	500.00		-	-	-		500.00	500.00		625.00	625.00		5,980.62	5,980.62		36.00
	Associates / Entities where company has significant influence	FY 2019-20	-	-		-	-	-	-	60.00	60.00		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Relative of Key Management Personnel/ Individual having significant influence	FY 2019-20	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		1,545.84	1,545.84		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		500.00	500.00		625.00	625.00		-	-		-
	Individual having significant influence	FY 2019-20	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Directors	FY 2019-20	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Key Management Personnel	FY 2019-20	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Enterprise where Key Management Personnel has Control / Significant Influence	FY 2019-20	-	-		-	-	-	-	-	-		-	157.80	157.80		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	3.00	-	-	-	3.00		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Joint Venture	FY 2019-20	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
		FY 2020-21	-	-		-	-	-	-	-	-		-	-	-		-	-		-	-	-	-		-	-		-	-	-		-	-		-	-		-	-		-
	Subsidiary Companies	FY 2019-20	72.94	144.29		24.46	-	10.00	72.50	-	106.96		29,775.78	-	29,775.78		464.00	464.00		157.65	100.00	750.00	1,007.65		750.00	750.00		7,448.00	1,350.00	8,798.00		-	-		-	-		1,332.23	1,332.23		94.50
		FY 2020-21	110.32	747.07		23.30	-	-	-	-	23.30		-	-	-		576.00	576.00		128.09	-	-	128.09		500.00	500.00		-	-	-		-	-		-	-		5,980.62	5,980.62		36.00
	Nature of transaction		Centrum Wealth Management Limited	Total	Syndication Income Received	Centrum Wealth Management Limited	Thrill Park Limited	Centrum Housing Finance Limited	Centrum Financial Services Limited	Acorn Fund Consultants Private Limited	Total	Sale of Shares	Centrum Retail Services Limited	JBCG Advisory Services Private Limited	Total	Capital Withdrawal from Partnership Interest	Centrum Alternatives LLP	Total	Investment made during the year in Equity Shares / Partnership Interest	Centrum International Services Pte. Limited	Centrum Capital Advisors Limited	Centrum Microcredit Limited	Total	Investment made during the year in Debentures	Centrum Microcredit Limited	Total	Conversion of Investment in Debentures into Equity Shares during the year	Centrum Housing Finance Limited	Centrum Microcredit Limited	Total	Sale of Centrum Microcredit Limited (CML) Compulsory Convertible Debenture (CCD) (Consideration Other then Cash)	Amritpal Singh Bindra	Total	Purchase of Centrum Retail Services Limited (CRSL) Equity share (Consideration Other then Cash)	Amritpal Singh Bindra	Total	Market Linked Debentures(MLD) Redeemed during the year	Centrum Wealth Management Limited	Total	Rent Reimbursement	Centrum Retail Services Limited

178

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total	FY 2019-20	23.41	3.78	0.34	0.25	122.28		13.13	192.96	0.93	2.95	0.33	210.30		2.10	2.10		7.27	21.59	122.44	0.13	151.43		372.07	9.59	0.22	0.21	-	9.22	-	0.21	-	0.91	0.26	0.96	393.66		35.64	1.56	472.36	7.71	4.45	148.94	120.73	36.70
		FY 2020-21	-	1.80	-	-	37.80		13.78	161.55	-	-	-	175.33		-	-		3.19	12.01	33.60	-	48.80		463.88	11.90	10.00	2.07	10.00	10.00	10.00	1.13	0.74	4.39	-	-	524.12		95.72	1.49	1,282.34	105.44	73.72	15.26	-	-
	Associates / Entities where company has significant influence	FY 2019-20	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	0.26	-	0.26		-	-	-	-	4.45	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	73.72	-	-	-
	Relative of Key Management Personnel/ Individual having significant influence	FY 2019-20	-	-	-	-	-		-	-	-	-	0.33	0.33		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	Individual having significant influence	FY 2019-20	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	Directors	FY 2019-20	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	Key Management Personnel	FY 2019-20	-	-	-	-	-		-	-	-	2.95	-	2.95		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	Enterprise where Key Management Personnel has Control / Significant Influence	FY 2019-20	-	-	-	-	-		13.13	-	-	-	-	13.13		-	-		-	-	122.44	-	122.44		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		13.78	-	-	-	-	13.78		-	-		-	-	33.60	-	33.60		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	Joint Venture	FY 2019-20	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	0.96	0.96		35.64	-	-	-	-	-	-	-
		FY 2020-21	-	-	-	-	-		-	-	-	-	-	-		-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		95.72	-	-	-	-	-	-	-
	Subsidiary Companies	FY 2019-20	23.41	3.78	0.34	0.25	122.28		-	192.96	0.93	-	-	193.89		2.10	2.10		7.27	21.59	-	0.13	28.99		372.07	9.59	0.22	0.21	-	9.22	-	0.21	-	0.91	-	-	392.44		-	1.56	472.36	7.71	-	148.94	120.73	36.70
		FY 2020-21	-	1.80	-	-	37.80		-	161.55	-	-	-	161.55		-	-		3.19	12.01	-	-	15.20		463.88	11.90	10.00	2.07	10.00	10.00	10.00	1.13	0.74	4.39	-	-	524.12		-	1.49	1,282.34	105.44	-	15.26	-	-
	Nature of transaction		Centrum Wealth Management Limited	Centrum Financial Services Limited	Centrum Microcredit Limited	Centrum Insurance Brokers Limited	Total	Rent Expenses	Businessmatch Services (India) Private Limited	Centrum Retail Services Limited	Centrum Wealth Management Limited	Mr. Sriram Venkatasubramanian	Mrs. Roopa Sriram	Total	Other Reimbursements	Centrum Broking Limited	Total	Other Expenses	Centrum Broking Limited	Centrum Retail Services Limited	Club 7 Holidays Limited	Centrum Wealth Management Limited	Total	Shared Resources Income	Centrum Retail Services Limited	Centrum Wealth Management Limited	Centrum Broking Limited	Centrum Capital Advisors Limited	Centrum Housing Finance Limited	Centrum Financial Services Limited	Centrum Microcredit Limited	Centrum Alternative Investment Managers Limited	Centrum Investment Advisors Limited	Centrum Insurance Brokers Limited	Acorn Fund Consultants Private Limited	Centrum REMA LLP	Total	Interest Income	Centrum REMA LLP	Centrum Capital Advisors Limited	Centrum Retail Services Limited	Centrum Alternative Investment Managers Limited	Acorn Fund Consultants Private Limited	Centrum Microcredit Limited	Centrum Housing Finance Limited	Centrum Retail Services Limited

179

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total	FY 2019-20	828.07		30.96	116.26	9.96	35.74	192.92		182.23	182.23		302.79	-	7.60	310.39		67.09	10.05	1.88	0.05	79.07		4.00	7.65	2.50	5.65	2.50	2.50	1.00	1.00	5.25	5.90	3.25	0.75	7.40	49.35		281.88	281.88		12.00	-
		FY 2020-21	1,573.97		64.22	193.47	-	-	257.68		-	-		37.42	0.25	-	37.67		-	-	-	-	-		6.00	9.60	4.25	8.60	5.00	5.00	2.00	4.00	6.00	8.85	5.00	1.00	4.00	69.30		-	-		12.00	335.00
	Associates / Entities where company has significant influence	FY 2019-20	4.45		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
		FY 2020-21	73.72		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
	Relative of Key Management Personnel/ Individual having significant influence	FY 2019-20	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
		FY 2020-21	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
	Individual having significant influence	FY 2019-20	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		4.00	-	-	-	-	-	-	-	-	-	-	-	-	4.00		-	-		-	-
		FY 2020-21	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		6.00	-	-	-	-	-	-	-	-	-	-	-	-	6.00		-	-		-	-
	Directors	FY 2019-20	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	7.65	2.50	5.65	2.50	2.50	1.00	1.00	5.25	5.90	3.25	0.75	7.40	45.35		-	-		-	-
		FY 2020-21	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	9.60	4.25	8.60	5.00	5.00	2.00	4.00	6.00	8.85	5.00	1.00	4.00	63.30		-	-		-	-
	Key Management Personnel	FY 2019-20	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	0.05	0.05		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
		FY 2020-21	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
	Enterprise where Key Management Personnel has Control / Significant Influence	FY 2019-20	-		-	-	-	35.74	35.74		-	-		-	-	-	-		67.09	10.05	1.88	-	79.02		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		12.00	-
		FY 2020-21	-		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		12.00	-
	Joint Venture	FY 2019-20	35.64		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
		FY 2020-21	95.72		-	-	-	-	-		-	-		-	-	-	-		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	-
	Subsidiary Companies	FY 2019-20	787.99		30.96	116.26	9.96	-	157.18		182.23	182.23		302.79	-	7.60	310.39		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		281.88	281.88		-	-
		FY 2020-21	1,404.53		64.22	193.47	-	-	257.68		-	-		37.42	0.25	-	37.67		-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-		-	335.00
	Nature of transaction		Total	Interest Expenses	Centrum Housing Finance Limited	Centrum Financial Services Limited	Centrum Holdings Limited	JBCG Advisory Services Private Limited	Total	Interest Expenses on redemption of Market Linked Debentures	Centrum Wealth Management Limited	Total	Dividend Income	Centrum Capital International Limited	Centrum Microcredit Limited	Centrum Housing Finance Limited	Total	Dividend Paid	Businessmatch Services (India) Private Limited	JBCG Advisory Services Private Limited	BG Advisory Services LLP	Chandir Gidwani	Total	Directors sitting Fees	Chandir Gidwani	Subhash Kutte,Independent Director	Manmohan Shetty ,Independent Director	N V P Tendulkar, Independent Director	Anjali Seth, Independent Director	S K Mitra, Independent Director	T M Bhasin, Independent Director	Rajesh Srivastava , Independent Director	Rajesh Nanavaty	Rishad Byramjee	K.R.KAMATH	Mahakhurshid Byramjee	R.S. Reddy	Total	Sale of leasehold development asset	Centrum Retail Services Limited	Total	Professional Fees Expenses	Sonchajyo Investment and Finance Private Limited	Centrum Financial Services Limited

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total	FY 2019-20	32.08	27.00	1.28	72.36		448.20	30.57	163.60	642.36		(15,500.00)	12,833.00	9,100.00		-	6,433.00		-	78.30	-	-	-	-	-	-	-	0.40	78.70		-	-	-	-		30.00	30.00	60.00		4,756.00	429.00	-
		FY 2020-21	3.50	0.20	-	350.70		337.15	24.15	101.93	463.24		(11,900.00)	(3,999.66)	3,511.00		-	(12,388.66)		15.67	11.80	0.65	1.33	11.80	2.45	11.80	5.18	0.88	11.80	73.35		0.03	6.60	4.83	11.46		30.00	30.00	60.00		18,670.75	-	0.24
	Associates / Entities where company has significant influence	FY 2019-20	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
		FY 2020-21	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
	Relative of Key Management Personnel/ Individual having significant influence	FY 2019-20	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
		FY 2020-21	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
	Individual having significant influence	FY 2019-20	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	30.00	30.00		-	-	-
		FY 2020-21	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	30.00	30.00		-	-	-
	Directors	FY 2019-20	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
		FY 2020-21	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
	Key Management Personnel	FY 2019-20	-	-	-	-		448.20	30.57	163.60	642.36		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
		FY 2020-21	-	-	-	-		337.15	24.15	101.93	463.24		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
	Enterprise where Key Management Personnel has Control / Significant Influence	FY 2019-20	-	-	-	12.00		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		30.00	-	30.00		-	-	-
		FY 2020-21	-	-	-	12.00		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		30.00	-	30.00		-	-	-
	Joint Venture	FY 2019-20	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	429.00	-
		FY 2020-21	-	-	-	-		-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-		-	-	-		-	-	-
	Subsidiary Companies	FY 2019-20	32.08	27.00	1.28	60.36		-	-	-	-		(15,500.00)	12,833.00	9,100.00	-	-	6,433.00		-	78.30	-	-	-	-	-	-	-	0.40	78.70		-	-	-	-		-	-	-		4,756.00	-	-
		FY 2020-21	3.50	0.20	-	338.70		-	-	-	-		(11,900.00)	(3,999.66)	3,511.00	2,000.00	-	(10,388.66)		15.67	11.80	0.65	1.33	11.80	2.45	11.80	5.18	0.88	11.80	73.35		0.03	6.60	4.83	11.46		-	-	-		18,670.75	-	0.24
	Nature of transaction		Centrum Wealth Management Limited	Centrum Broking Limited	Centrum Retail Services Limited	Total	Compensation to Key Management Personnel	Mr. Jaspal Singh Bindra (Executive Chairman)	Mr. Alpesh Shah (Company Secretary)	Mr. Sriram Venkatasubramanian (Chief Financial Officer)	Total	Corporate Guarantee Given / (Taken Back)	Centrum Financial Services Limited	Centrum Housing Finance Limited	Centrum Microcredit Limited	Centrum Broking Limited	Centrum Alternatives LLP	Total	Expenses Receivable	Centrum Wealth Limited	Centrum Financial Services Limited	Centrum Retail Services Limited	Centrum Alternative Investment Managers Limited	Centrum Broking Limited	Centrum Capital Advisors Limited	Centrum Housing Finance Limited	Centrum Insurance Brokers Limited	Centrum Investment Advisors Limited	Centrum Microcredit Limited	Total	Interest Receivable	Centrum Capital Advisors Limited	Centrum Alternative Investment Managers Limited	Acorn Fund Consultants Pvt. Ltd.	Total	Security Deposits Receivable	Businessmatch Services (India) Private Limited	Mr. Chandir Gidwani	Total	Loan/Advances receivable	Centrum Retail Services Limited	Centrum REMA LLP	Centrum International Services Pte. Limited

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_|**Total**|**FY**<br>**2019-20**|55.00|885.00|582.00|**6,707.00**||2,889.07|**2,889.07**|||0.64|0.13|**0.77**||-|1.01|**1.01**||25.00|500.00|2,400.00|**2,925.00**|||15,075.00|21,500.00|23,000.00|32,833.34|1,405.00|50.00|**93,863.34**||250.00|-|**250.00**|43.3The Company had contracted to buy 23,69,207 Shares of Centrum Retail Services Limited (a subsidiary of the company) for8,004
Lakhs from non-controlling interest shareholders post receipt of approval from the Shareholders in July 2019. Pursuant to this, during
the year Company has purchased 1,85,002 equity shares of Centrum Retail Services Limited for a consideration of625 lakhs settled<br>through transfer of 50,00,000 Compulsory Convertible Debentures of Centrum Microcredit Limited (a subsidiary). During the previous<br>year, Company has purchased 3,54,759 equity shares of Centrum Retail Services Limited for a consideration of1,198.50 lakhs settled
through transfer of 1,00,00,000 Compulsory Convertible Debentures of Centrum Microcredit Limited (a subsidiary).|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|||FY
2020-21|135.00|915.00|669.87|20,390.86||-|-|||-|-|-||2.42|0.72|3.14||25.00|-|-|25.00|||13,075.00|33,400.00|19,489.00|36,833.00|1,405.00|50.00|1,04,252.00||250.00|500.00|750.00||
||Associates / Entities
where company
has significant
influence|FY
2019-20|-|-|582.00|582.00||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|669.87|669.87||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Relative of Key
Management
Personnel/
Individual having
significant
influence|FY
2019-20|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Individual having
significant
influence|FY
2019-20|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Directors|FY
2019-20|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Key Management
Personnel|FY
2019-20|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Enterprise where
Key Management
Personnel has
Control / Significant
Influence|FY
2019-20|-|-|-|-||-|-|||-|-|-||-|-|-||25.00|-|-|25.00|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||25.00|-|-|25.00|||-|-|-|-|-|-|-||-|-|-||
||Joint Venture|FY
2019-20|-|-|-|429.00||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
|||FY
2020-21|-|-|-|-||-|-|||-|-|-||-|-|-||-|-|-|-|||-|-|-|-|-|-|-||-|-|-||
||Subsidiary
Companies|FY
2019-20|55.00|885.00|-|5,696.00||2,889.07|2,889.07|||0.64|0.13|0.77||-|1.01|1.01||-|500.00|2,400.00|2,900.00|||15,075.00|21,500.00|23,000.00|32,833.34|1,405.00|50.00|93,863.34||250.00|-|250.00||
|||FY
2020-21|135.00|915.00|-|19,720.99||-|-|||-|-|-||2.42|0.72|3.14||-|-|-|-|||13,075.00|33,400.00|19,489.00|36,833.00|1,405.00|50.00|1,04,252.00||250.00|500.00|750.00||
||Nature of transaction||Centrum Capital Advisors Limited|Centrum Alternative Investment
Managers Limited|Acorn Fund Consultants Private Limited|Total|Other balance receivable towards
Margin money|Centrum Broking Limited|Total|Amount payable as at March 31, 2021|Interest Payable|Centrum Housing Finance Limited|Centrum Financial Services Limited|Total|Expenses Payable|Centrum Wealth Management Limited|Centrum Retail Services Limited|Total|Loan/Advances payable|Casby Global Air Private Limited|Centrum Housing Finance Limited|Centrum Financial Services Limited|Total|Guarantees outstanding as on March
31, 2021|Corporate Guarantee given|Centrum Broking Limited|Centrum Financial Services Limited|Centrum Microcredit Limited|Centrum Housing Finance Limited|Centrum Retail Services Limited|Centrum Alternatives LLP|Total|Investments in Preference Shares as
on Mar 31, 2021|Centrum Broking Limited|Centrum Microcredit Limited|Total||

182

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 43.4: DISCLOSURE REQUIRED UNDER SECTION 186 (4) of the Companies Act, 2013

A) Loans and advances given

A) Loans and advances given
					(`in Lakhs)
Name of the entity	Relation	As at March 31, 2021	Maximum balance outstanding	As at March 31, 2020	Maximum balance outstanding
Centrum Alternative Investment Managers Limited	Subsidiary	915.00	915.00	885.00	933.00
Centrum HousingFinance Limited	Subsidiary	-	-	-	450.00
Centrum Retail Services Limited	Subsidiary	18,670.75	18,670.75	4,756.00	6,431.00
Centrum Capital Advisors Ltd	Subsidiary	135.00	1,200.00	55.00	534.00
Centrum Rema LLP	Joint Venture	-	906.39	429.00	429.00
Acorn Fund Consultants Pvt. Ltd.	Associate	669.87	669.87	582.00	582.00
Centrum International Services PTE. Limited	Subsidiary	0.24	0.24	0.24	0.24
Total		20,390.86		6,707.24

B) Investments in Equity Shares / Partnership Interest

B) Investments in Equity Shares / Partnership Interest
		(`in Lakhs)
Name of the entity Relation	As at March 31, 2021	As at March 31, 2020
Centrum Alternative Investment Managers Limited Subsidiary	51.00	51.00
Centrum BrokingLimited Subsidiary	2,253.32	2,408.85
Centrum Capital Advisors Limited Subsidiary	100.00	100.00
Centrum HousingFinance Limited Subsidiary	15,112.41	15,112.41
Centrum International Services PTE. Limited Subsidiary	684.75	556.66
Centrum Microcredit Limited Subsidiary	7,083.26	7,083.26
Centrum Retail Services Limited Subsidiary	34,413.16	33,739.22
Centrum Capital International Limited Subsidiary	198.10	198.10
Centrum Alternatives LLP Subsidiary	930.67	1,506.67
Total	60,826.67	60,756.18
C) Investments in Preference Shares*
Centrum BrokingLimited Subsidiary	271.38	240.16
Centrum Microcredit Limited Subsidiary	500.25	-
Total	771.63	240.16
D) Corporate Guaranteesgiven by the Company
Centrum Financial Services Limited Subsidiary	33,400.00	21,500.00
Centrum Microcredit Limited Subsidiary	19,489.00	23,000.00
Centrum BrokingLimited Subsidiary	13,075.00	15,075.00
Centrum HousingFinance Limited Subsidiary	36,833.00	32,833.34
Centrum Retail Services Limited Subsidiary	1,405.00	1,405.00
Centrum Alternatives LLP Subsidiary	50.00	50.00
Total	104,252.00	93,863.34

• Investment in Preference shares are presented at fair values

Notes :Loans, Guarantees given or Investments made are towards general business purposes.

183

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 44: FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risk which the Company is exposed to, how the Company manages the risk and the related accounting impact in the financial statements.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact of hedge accounting in the financial statements.

Risk	Exposure arising from	Measurement	Management
Credit risk	Cash and cash equivalents, bank deposits, trade receivables, loans and other assets	Aging analysis Credit ratings	Diversification of bank deposits, credit limits and letters of credit
Liquidity risk	Debts, borrowings and other liabilities	Rolling cash flow forecast	Availability of committed credit lines and borrowing facilities
Market risk - foreign exchange	Future commercial transactions Recognised financial assets and liabilities not denominated in Indian rupee(INR)	Cash flow forecasting Sensitivity analysis	Forward foreign exchange contracts Foreign currency options
Market risk - interest rate	Borrowings at variable rates	Sensitivity analysis	Interest rate swaps
Market risk - security prices	Investments in equity securities	Sensitivity analysis	Portfolio diversification

The Company’s board of directors have overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors have established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a) Credit risk management

Credit risk is the risk that the Company will incur a loss because its trade receivable fail to discharge their contractual obligations. The Company has a comprehensive framework for monitoring credit quality of its trade receivables based on days past due monitoring at period end. Repayment by individual trade receivable is tracked regularly and required steps for recovery are taken through follow ups and legal recourse.

Credit risk arises from loans and advances, cash and cash equivalents, and deposits with banks and

184

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Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

financial institutions.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

i) Credit risk management

CCL considers probability of default upon initial recognition of asset and whether there has been any significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk CCL compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information.

Definition of Default

A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which NBFC operates and other macro-economic factors.

For Trade receivables, definition of default has been considered at 360 days past due after looking at the historical trend of receiving the payments.

ii) Provision for expected credit losses

CCL provides for expected credit loss based on following:

Particulars	Description of category	Basis for recognition of expected credit lossprovision
		Loans
Stage 1	Assets where the counter-party has strong capacity to meet the obligations and where the risk of default is negligible or nil	12-month expected credit losses
	Assets where there is low risk of default and where the counter-party has sufficient capacity to meet the obligations and where there has been low frequencyof defaults in thepast
	Assets where the probability of default is considered moderate, counter- partywhere the capacityto meet the obligations is not strong
Stage 2	Assets where there has been a significant increase in credit risk since initial recognition. Assets where thepayments are more than 30 dayspast due	Life-time expected credit losses
	Assets where there is a high probability of default. In general, assets where contractual payments are more than 60 days past due are categorised as low quality assets. Also includes assets where the credit risk of counter-party has increased significantly though payments may not be more than 60 dayspast due
Stage 3	Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with CCL. CCL categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 120 days past due. Where loans or receivables have been written off, CCL continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made,these are recognised inprofit or loss.	Credit Loss is recognized on full exposure/ Asset is written off

185

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Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Year ended March 31, 2021

Year ended March 31, 2021
			(`in Lakhs)
Particulars	Asset group	Estimated gross carrying amount at default	Expected credit losses
Loss allowance measured at 12 month expected credit losses	Cash and Cash equivalents	1,015.33	0.91
	Trade Receivables	675.22	335.83
	Loans	20,496.53	128.36
	Other financial assets	2,906.02	110.24

Year ended March 31, 2020

			(`in Lakhs)
Particulars	Asset group	Estimated gross carrying amount at default	Expected credit losses
Loss allowance measured at 12 month expected credit losses	Cash and Cash equivalents	280.85	0.70
	Trade Receivables	1,041.69	338.37
	Loans	6,834.54	125.95
	Other financial assets	7,249.24	101.07

Cash and cash equivalents

Cash and cash equivalents include balance of 1,015.33 Lakhs at 31 March 2021 (2020: 280.85 Lakhs) is maintained as cash in hand and balances with Bank and financial institution counterparties with good credit rating therefore have limited exposure to credit risk.

Loans and advances

The general creditworthiness of a customer tends to be the most relevant indicator of credit quality of a loan extended to it. The loans given by the company are unsecured and are considered to have low credit risk based on credit evaluation undertaken by the Company. There is no history of any defaults on these loans. Since few counter parties are related parties and employees of the company, the company regularly monitors to ensure that these entities have enough liquidity which safeguards the interest of the company. The said loans at amortised cost are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses ,Management considers instruments to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flows obligations in the near terms.

Trade Receivables

CCL has established a simplified impairment approach for qualifying trade receivables. For these assets, CCL has recognized a loss allowance based on Lifetime ECLs rather than the two step process under the general approach.

Derivative assets

The Company enters into derivatives for risk management purposes. These include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Company has elected not to apply hedge accounting requirements.

186

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts. The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts.

||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
|Particulars|As at March 31, 2021||As at 31 March, 2020
Notional
Amounts
Fair Value -
Assets||
||Notional
Amounts|Fair Value -
Assets|Notional
Amounts|Fair Value -
Assets|
|Index derivatives:|228.06|226.32|302.11|77.10|
|Total derivative financial instruments
(Assets)|228.06|226.32|302.11|77.10|

Total derivative financial instruments (Assets)	228.06 226.32	228.06 226.32	302.11 77.10	302.11 77.10
			(`in Lakhs)
Particulars	As at March 31, 2021		As at 31 March, 2020 Notional Amounts Fair Value - Liabilities
	Notional Amounts	Fair Value - Liabilities	Notional Amounts	Fair Value - Liabilities
Index derivatives:	-	-	293.14	1,239.24
Total derivative financial instruments (Liabilities)	-	-	293.14	1,239.24

Measurement of Expected Credit Losses

The company has applied a three-stage approach to measure expected credit losses (ECL) on loans. Assets migrate through following three stages based on the changes in credit quality since initial recognition:

• (a) Stage 1: 12- months ECL: For exposures where there is no significant increase in credit risk since initial recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12- months is recognized.

• (b) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant increase in credit risk since initial recognition but are not credit-impaired, a lifetime ECL is recognized.

• (c) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence of one or more events that have a detrimental impact on the estimated future cash flows of that asset. For financial assets that have become credit-impaired, a lifetime ECL is recognized and interest revenue is calculated by applying the effective interest rate to the amortised cost.

At each reporting date, CCL assesses whether there has been a significant increase in credit risk of its financial assets since initial recognition by comparing the risk of default occurring over the expected life of the asset. In determining whether credit risk has increased significantly since initial recognition, CCL uses information that is relevant and available without undue cost or effort. This includes CCL’s internal credit rating grading system, external risk ratings and forward-looking information to assess deterioration in credit quality of a financial asset.

The company assesses whether the credit risk on a financial asset has increased significantly on an individual and collective basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of shared credit risk characteristics, taking into account accounting instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower, collateral type, and other relevant factors. For the purpose of individual evaluation of impairment factors such as internally collected data on customer payment record, utilization of granted credit limits and information obtained during the periodic review of customer records such as audited financial statements, budgets and projections are considered.

187

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

In determining whether the credit risk on a financial asset has increased significantly, the company considers the change in the risk of a default occurring since initial recognition. The default definition used for such assessment is consistent with that used for internal credit risk management purposes.

CCL measures the amount of ECL on a financial instrument in a way that reflects an unbiased and probabilityweighted amount. CCL considers its historical loss experience and adjusts the same for current observable data. The key inputs into the measurement of ECL are the probability of default, loss given default and exposure at default. These parameters are derived from CCL’s internally developed statistical models and other historical data.

Probability of Default (PD)

Borrowers have been classified into two asset classes - Corporate and Retail. For Corporate borrowers, PD has been mapped using the credible external rating study. For retail borrowers, due to insufficiency of historical data proxy of PD has been mapped from other portfolio of same entity. In case entity does not have any other portfolio, then rating of CCL (group company) has been used to compute PD.

Loss Given Default (LGD)

Historical recovery is usually considered to calculate Loss Given Default (LGD). For all stages, cases (DPD> 90) are considered while arriving at historical LGD. Recovery period for all the cases are 6 months, the capping is based on assumption that maximum recovery gets incurred within 6 months of default and after that recovery is negligible. For CCL significant data for computation of LGD was not available. Hence, Basel reference is used for LGD. Accordingly we have used 65% as LGD which corresponds against Senior Unsecured Claims.

Exposure at default (EAD)

Exposure at default is the total value an entity is exposed to when a loan defaults. It is the predicted amount of exposure that an entity may be exposed to when a debtor defaults on a loan. The outstanding principal and outstanding arrears reported as of the reporting date for computation of ECL is used as the EAD for all the portfolios.

iii) Reconciliation of loss allowance provision

( ` in Lakhs)

|iii) Reconciliation of loss allowance provision|(_in Lakhs)_|_(_in Lakhs)|(`in Lakhs)|
|---|---|---|---|
|Reconciliation of loss allowance|Loss allowance measured at 12 month expected
losses|||
||For Trade
Receivables|For Loans|For other
Financial Assets|
|Loss allowance on 31 March 2020|338.37|125.95|101.07|
|Changes in loss allowances due to||||
|Bad debts written off|(15.42)|-|-|
|Net remeasurement of loss allowance|12.88|2.42|9.17|
|Loss allowance on 31 March 2021|335.83|128.36|110.24|

Loans that are past due but not impaired

Loans that are ‘past due but not impaired’ are those for which contractual interest or principal payments are past due but CCL believes that impairment is not appropriate on the basis of the level of security or collateral available and/or the stage of collection of amounts owed to CCL.

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

As of 31[st] March 2021, CCL does not have any exposure on loans and advances that were modified but not derecognised during the year, for which the provision for doubtful debts was measured at a lifetime ECL at the beginning of the year and at the end of the year had changed to 12- months ECL

Concentration of credit risk

The Company monitors concentrations of credit risk by sector and by segments. The major portfolio of CCL is under Investments. CCL regularly track the performance of the investment portfolio as this has high concentration risk.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Financing arrangements

The Bank has access to the following undrawn borrowing facilities at the end of the reporting period:

		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Undrawn borrowingfacilities	6,000.00	2,220.07

Maturities of financial liabilities

The tables below analyse the group’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities, and net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

As at March 31,2021

|Particulars||||(_in Lakhs)_|_(_in Lakhs)|(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|---|---|
||Carrying
amount|||Contractual cash flows||||
|||Gross
nominal
inflow/
(outflow)|


upto 3
months|
3 to 6
months|
6 to 12
months|
1 year to
3 year|
Over 3
year|
|Non-derivative financial
liabilities||||||||
|Debt securities|23,825.33|(31,559.00)|(1,795.00)|(5,171.00)|(8,873.00)|(15,720.00)|-|
|Borrowings (other than
debt securities)|1,483.76|(1,483.76)|(17.07)|(231.86)|(859.76)|(59.99)|(315.08)|
|Lease Liability|342.11|(398.40)|(30.60)|(30.60)|(61.20)|(276.00)||
|Other financial liabilities|4,626.91|(4,626.91)|(702.40)|(1,849.83)|(1,172.73)|(893.38)|(8.57)|
||30,278.10|(38,068.07) |(2,545.07) |(7,283.29) |(10,966.69) |(16,949.37)|(323.65)|

189

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

==> picture [479 x 79] intentionally omitted <==

----- Start of picture text -----

( ` in Lakhs)
Particulars Carrying Contractual cash flows
amount
Gross upto 3 3 to 6 6 to 12 1 year to Over 3
nominal months months months 3 year year
inflow/
(outflow)
----- End of picture text -----

|Particulars|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**| |---|---|---|---|---|---|---|---| ||||||||| |**Derivative financial**<br>**assets**|||||||| |Options|226.32|(226.32)|-|<br>-|<br>(199.10)|(27.23)|-| |**Derivative financial**<br>**liabilities**|||||||| |Embedded derivatives<br>on redeemable market<br>linked debentures|7,499.55|(7,499.55)|(686.75)|(957.17)|(1,812.96)|(4,042.68)|-| ||**7,273.23**|**(7,725.87)**|**(686.75)**|**(957.17)**|**(2,012.06) **|**(4,069.90)**|**-**| |As at March 31,2020|||||||| |**Particulars**|**Carrying**<br>**amount**|||_(_in Lakhs)
Contractual cash flows||||
|||Gross
nominal
inflow/
(outflow)|


upto 3
months|
3 to 6
months|
6 to 12
months|
1 year to
3 year|
Over 3
year|
|Non-derivative financial
liabilities||||||||
|Debt securities|11,840.85|(14,389.00)|-|
(830.00)|(4,152.00)|(8,396.00)|(1,011.00)|
|Borrowings (other than
debt securities)|6,504.74|(6,504.74)|(15.99)|(16.32)|(6,028.69)|(118.84)|(324.91)|
|Lease Liability|1,067.19|
(1,382.77)|(66.30)|(69.00)|(137.99)|(800.03)|(309.47)|
|Other financial liabilities|4,525.47|
(4,525.47)|(13.21)|(7.64)|(2,764.48)|(1,715.39)|(24.74)|
||23,938.25|(24,036.43)|37.10|
(784.96)|(12,807.18)|(9,430.21)|(1,051.18)|
|Derivative financial
assets||||||||
|Options|77.10|
(77.10)|-|
-|
(77.10)|-|
-|
|Derivative financial
liabilities||||||||
|Embedded derivatives
on redeemable market
linked debentures|1,720.18|
(1,720.18)|-|
-|
(699.93)|(978.55)|(41.70)|
|Options|1,239.24|
(1,239.24)|(233.21)|-|
(1,006.03)|-|
-|
||3,036.52|
(3,036.52)|(233.21)|-|
(1,783.06)|(978.55)|(41.70)|

c. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

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Standalone

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Total market risk exposure

( ` in Lakhs)

|Total market risk exposure||||(_in Lakhs)_|_(_in Lakhs)|(`in Lakhs)|
|---|---|---|---|---|---|---|
|Particulars|As at March 31, 2021|||As at 31 March, 2020|||
||Carrying
amount
Traded
risk
Non traded
risk|||Carrying
amount|Traded
risk|Non traded
risk|
|Assets|||||||
|Cash and cash equivalents|1,014.41|-|1,014.41|280.15|-|280.15|
|Bank balance other than cash
and cash equivalents above|4.27|-|4.27|4.27|-|4.27|
|Derivative financial instruments|226.32|-|226.32|77.10|-|77.10|
|Trade Receivables|339.39|-|339.39|703.32|-|703.32|
|Loans|20,368.17|-|20,368.17|6,708.60|-|6,708.60|
|Investments - at amortised
cost|60,826.67|-|60,826.67|60,756.18|-|60,756.18|
|Investments - at FVOCI|-|-|-|0.68|0.68|-|
|Investments - at FVTPL|2,053.24|2,053.24|-|1,067.64|1,067.64|-|
|Other financial assets|2,795.78|-|2,795.78|7,148.17|-|7,148.17|
|Liabilities|||||||
|Derivative Financial Instruments|7,499.55|-|-|2,959.42|-|2,959.42|
|Debt securities|23,825.33|-|-|11,840.85|-|11,840.85|
|Borrowings (other than Debt
securities)|1,483.76|-|-|6,504.74|-|6,504.74|
|Other financial liabilities|4,626.91|-|-|4,525.47|-|4,525.47|

i) Price risk

Price risk exposes the Company to fluctuations in fair values or future cash flows of a financial instrument because of changes in market prices whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

( ` in Lakhs)

Particulars	As at March 31, 2021	As at March 31, 2021	As at March 31, 2021	As at March 31, 2021
	Impact onprofit before tax		Impact on OCI
	1% increase	1% decrease	1% increase	1% decrease
(a) EquityInstruments	5.22	(5.22)	-	-
(b)Debt securities	-	-	-	-
(c)Preference shares	8.75	(8.75)	-	-
(d)Units of Mutual funds	0.06	(0.06)	-	-
(e)Government and corporate securities	-	-	-	-
(f)Units ofprivate equity	6.51	(6.51)	-	-
(e)Options(net)	2.26	(2.26)	-	-

191

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Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

( ` in Lakhs)

||(_in Lakhs)_|_(_in Lakhs)|(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
|Particulars|As at March 31, 2020||||
||Impact onprofit before tax||Impact on OCI||
||1% increase|1% decrease|1% increase|1% decrease|
|(a) EquityInstruments|2.63|(2.63)|0.01|(0.01)|
|(b)Debt securities|-|-|-|-|
|(c)Preference shares|3.32|(3.32)|-|-|
|(d)Units of Mutual funds|0.20|(0.20)|-|-|
|(e)Government and corporate securities|-|-|-|-|
|(f)Units ofprivate equity|4.52|(4.52)|-|-|
|(e)Options(net)|(11.62)|11.62|-|-|

ii) Currency risk : Trade Receivable

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company’s exposures to unhedged foreign currency risk as at the end of reporting periods expressed in INR as follows :

periods expressed in INR as follows :
		(`in Lakhs)
Particulars	March 31, 2021	March 31, 2020
Loan & advances to relatedparties	Nil	Nil
Trade Receivable	Nil	12.11
		(USD 15,000 @ Closing rate of 1USD =`74.34)=

Sensitivity

The Sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments

denominated financial instruments
	(`in Lakhs) Impact on Profit before tax
Particulars	March 31, 2021	March 31, 2020
INR/USD Sensitivityincrease by5%	Nil	0.56
INR/USD Sensitivitydeccrease by5%	Nil	(0.56)

iii) Interest rate risk

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

192

Centrum Capital Limited Annual Report 2020-21

Standalone

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Exposure to interest rate risk

The interest rate profile of the Bank’s interest-bearing financial instruments as reported to the management is as follows.

is as follows.
		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Fixed-rate instruments
Financial assets	20,368.17	6,708.60
Financial liabilities	25,284.09	18,320.59
Variable-rate instruments
Financial assets	Nil	Nil
Financial liabilities	Nil	Nil

Note 45: SEGMENT INFORMATION

In accordance with Ind AS 108 on “Operating Segment”, segment information has been given in the consolidated financial statements of Centrum Capital Limited, and therefore, no separate disclosure on segment information is given in these financial statements

Note 46: The outbreak of COVID-19 pandemic across the globe and in India has contributed to a significant impact and volatility in the global and Indian financial markets and slowdown in the economic activities. The Management has evaluated the impact of COVID-19 on its assets comprising of property, plant and equipment, investments, trade receivables, Loans and other financial assets, and has concluded that there is no significant impact on the carrying amount of these assets besides impairment, if any, and are recoverable as at the Statement date. The impact of COVID-19 pandemic is dependent on future developments which is highly uncertain, therefore, the financial impact in subsequent periods may be different than currently assessed.

Note 47: Events occurring after the reporting period

During the year, there have been no events after the reporting date that require disclosure in these financial statements.

Note 48: DISCLOSURE WITH REGARD TO DUES TO MICRO ENTERPRISES AND SMALL ENTERPRISES

Based on the information available with the Company and has been relied upon by the auditors, none of the suppliers have confirmed to be registered under “The Micro, Small and Medium Enterprises Development (‘MSMED’) Act, 2006”.Accordingly, no disclosures relating to principal amounts unpaid as at the period ended March 31, 2021 together with interest paid /payable are required to be furnished.

Note 49: PREVIOUS YEAR COMPARATIVES

Previous year’s figures have been regrouped/rearranged, wherever necessary to conform to current year’s classifications/disclosure.

As per our report of even date For Haribhakti & Co. LLP For and on behalf of Board of Directors Chartered Accountants Centrum Capital Limited ICAI Firm registration No.103523W/W100048

Snehal Shah Jaspal Singh Bindra Partner Executive Chairman Membership No.048539 DIN : 00128320

Place: Mumbai Date: June 22, 2021

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

www.centrum.co.in

193

Consolidated

Independent Auditor’s Report

To the Members of

Centrum Capital Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying consolidated Ind AS financial statements of Centrum Capital Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associate and its joint venture (ceased to be Joint Venture from February 18, 2021), comprising of the Consolidated Balance Sheet as at March 31, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated Ind AS financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “consolidated Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate Ind AS financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, of the consolidated state of affairs of the Group, its associate and joint venture as at March 31, 2021, their consolidated loss (including other comprehensive income), their consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section

143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group, its associate and joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 61 to the accompanying consolidated Ind AS financial statements, which explains that the extent to which the COVID-19 pandemic will impact the Group’s (including its associate and joint venture) financial performance due to lockdown and other restrictions imposed by the local governments including the Group’s (including its associate and joint venture) estimates of impairment of loans to customers and assumptions used in testing the impairment in the carrying value of loans, investments and other financial assets receivables, are dependent on future developments, which are highly uncertain.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

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Consolidated

(contd.) Independent Auditor’s Report

Ind	ependent Auditors R	eport_(contd.)_
Sr. No.	Key audit matters	How our audit addressed the key audit matter
1.	Valuation of Market Linked Debenture (refer Note 22 of the consolidated Ind AS financial statements)
	The Group has significant amount of outstanding Market Linked Debenture (MLD) as on March 31, 2021 which amounts to`84,783.41 Lakhs. We have identified the valuation of and the accounting treatment for MLD as a key audit matter because the accounting and valuation of MLD involves a significant degree of management’s judgment and external expert’s opinion. The Group has engaged external experts for valuation of MLD.	Our audit procedures included but were not limited to the following: �Inspected Board minutes and other appropriate documentation of authorization to assess whether the transactions of issuance/ redemption of MLD transactions were appropriately authorized. �Understood the design and implementation of relevant internal controls with respect to MLD. �Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with respect to MLD issued/ redeemed during the year ended and/or outstanding as at March 31, 2021 �Verified the terms and condition of the MLD with the MLD deed, prospectuses and other supporting documents. �Verified the calculations carried out to separate the derivative component from MLD. �We examined the valuation report from external experts engaged by the Group to identify the value of derivative element which was assessed by us particularly with reference to underlying assumptions in discussion with external experts. �We have also verified the independence and competence of the valuers and scope of the assignments.
2.	Impairment of loans and advances (Subsidiary Companies- Centrum Financial Services Limited and Centrum HousingFinance Limited)
	Ind AS 109 requires the Subsidiary Companies to provide for impairment of its loan receivables using the expected credit loss (ECL) approach. ECL involves significant judgment and estimates. In the process, a significant degree of judgment has been applied by the Management for Staging of loans [i.e. classification in ‘significant increase in credit risk’ (‘SICR’) and ‘default’ categories]; Grouping of borrowers based on homogeneity by using appropriate statistical techniques; Estimation of behavioral life; Determining macro-economic factors impacting credit quality of receivables; Estimation of losses for loan products with no/minimal historical defaults.	We have started our audit procedures with understanding of the internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the respective Subsidiary Companies. For loans and advances which are assessed for impairment on a portfolio basis we performed particularly the following procedures:

1. Impairment of loans and advances (Subsidiary Companies- Centrum Financial Services Limited and Centrum Housing Finance Limited)

Ind AS 109 requires the Subsidiary Companies to provide for impairment of its loan receivables using the expected credit loss (ECL) approach. ECL involves significant judgment and estimates. In the process, a significant degree of judgment has been applied by the Management for Staging of loans [i.e. classification in ‘significant increase in credit risk’ (‘SICR’) and ‘default’ categories]; Grouping of borrowers based on homogeneity by using appropriate statistical techniques; Estimation of behavioral life; Determining macro-economic factors impacting credit quality of receivables; Estimation of losses for loan products with no/minimal historical defaults.

We have started our audit procedures with understanding of the internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the respective Subsidiary Companies.

For loans and advances which are assessed for impairment on a portfolio basis we performed particularly the following procedures:

195

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Consolidated

(contd.) Independent Auditor’s Report

Sr. No. Key audit matters

Additional considerations on account of COVID-19

Pursuant to the Reserve Bank of India circular dated 27 March 2020, April 17, 2020 and 23 May 2020 (‘RBI circular’) allowing lending institutions to offer moratorium to borrowers on payment of instalments falling due between 1 March 2020 and 31 August 2020, the Subsidiary Companies has extended moratorium to its borrowers in accordance with its approved Board policy. In Management’s view and considering the guidance provided by the Institute of Chartered Accountants of India, providing moratorium to borrowers at a mass scale, based on RBI directives, by itself is not considered to result in a SICR for such borrowers. Further, RBI has approved Resolution Framework to allow onetime restructuring to its borrowers who are undergoing stress on account of COVID. The staging for these borrower accounts is based on the Board Approved Policy and has not been regarded to result in significant increase in credit risk. The Subsidiary Companies have considered the moratorium, one-time restructuring, collection efficiencies post moratorium period and various other measures taken by Government and regulators and have assessed that no further provisioning on account COVID 19 is required at this time in the Statement of Profit and Loss.

In view of the high degree of Management’s judgment involved in estimation of ECL, accentuated by the COVID-19 pandemic, impairment of loans and advances has been identified as a key audit matter.

How our audit addressed the key audit matter

• We tested the reliability of key data inputs and related management controls;

• We checked the stage classification as at the balance sheet date as per the definition of Default of the respective subsidiary companies;

• We recalculated the ECL provision for selected samples;

• We have reviewed the process of the respective subsidiary companies to grant moratorium to the borrowers as per the Regulatory Package announced by the Reserve Bank of India (RBI). Further, we have relied on the assumption of the management that there will be no significant increase in the credit risk in the cases where moratorium is given and that the staging based on the days past due (DPD) will be considered as per the RBI COVID-19 Regulatory Package. We have tested on samples basis the DPD freeze for cases where moratorium is provided and not provided in accordance with RBI COVID-19 Regulatory Package;

• We have checked that the stage classification for the borrowers has been given in accordance with the Resolution Framework issued by Reserve Bank of India (the ‘RBI’) and the Board approved policy for ECL provisioning and stage classification with respect to such accounts;

• We have checked the provision on Loan Assets as per IRACP norms as required under RBI circular dated March 13, 2020. We have checked the DPD and provision in accordance with the RBI regulations in that regard further considering the COVID related Regulatory Packages issued by RBI.

• The respective Subsidiary Companies created impairment reserve in earlier period in terms of Circular issued by RBI dated 13th March, 2020. To the extent it pertained to Loans sold to third parties during the period (without recourse), the Company has discontinued the reserve as on March 31, 2021. The respective subsidiary companies have written to RBI in this regard and the response is awaited. In the opinion of management, such discontinuance is appropriate as the loan accounts against which the impairment reserve was created have ceased to exist as on March 31, 2021. We have relied on the management in this regard; and

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Sr. No. Key audit matters

• How our audit addressed the key audit matter � With respect to impact assessment on provision for ECL on account of the impact of COVID-19 pandemic, we broadly reviewed the underlying assumptions and estimates used by the management for the same as the extent of impact is dependent on future developments which are highly uncertain, we have primarily relied on those assumptions and estimates. These assumptions and estimates are a subject matter of periodic review by the respective subsidiary Companies.

Ind	ependent Auditors R	eport_(contd.)_
Sr. No.	Key audit matters	How our audit addressed the key audit matter
		�With respect to impact assessment on provision for ECL on account of the impact of COVID-19 pandemic, we broadly reviewed the underlying assumptions and estimates used by the management for the same as the extent of impact is dependent on future developments which are highly uncertain, we have primarily relied on those assumptions and estimates. These assumptions and estimates are a subject matter of periodic review by the respective subsidiary Companies.
3.	Impairment assessment of the carrying value of Goodwill (Subsidiary Company Centrum Financial Services Limited)
	The Subsidiary Company carries goodwill amounting to`1,300.91 lakhs in its Ind AS financial statements as at March 31, 2021. This goodwill was recorded due to acquisition of Supply Chain Finance business from L&T Finance Limited. In terms with Ind AS 36, Goodwill is tested for impairment annually at the CGU level, whereby the carrying amount of the CGU (including goodwill) is compared with the recoverable amount of the CGU. The Subsidiary Company applied book value multiple to carrying value to arrive at the fair value and also computed value in use which requires management to make significant estimates and assumptions related to forecasts of future revenues and operating margins, and discount rates. Higher of the fair value and value in use is considered as recoverable amount. Changes in these assumptions could have a significant impact on either the recoverable value, the amount of any goodwill impairment charge, or both. The recoverable value of Supply Chain Finance Business exceeded its carrying value as of the measurement date and, therefore, no impairment was recognised. We focused this area because of the judgmental factors involved in impairment assessment, external economic factors on account of COVID pandemic, and the significant carrying value of thegoodwill.	Our audit procedures included but were not limited to the following: �We tested the Design, Implementation and Operating effectiveness of controls over impairment assessment process, including those over the forecasts of future revenue, operating margins and cash flows including selection of the discount rate. �Obtained an understanding of the process followed by the management to determine the recoverable amounts of cash generating units to which the goodwill has been allocated. �The projections used for the purpose of valuation are approved by the Board of Directors of the Subsidiary Company. �Engaged internal fair valuation experts to challenge management’s underlying assumptions and appropriateness of the valuation model used. �Evaluated the objectivity and independence of the specialist engaged by the Subsidiary Company and reviewed the valuation reports issued by such specialist.

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(contd.) Independent Auditor’s Report

Sr. No. Key audit matters How our audit addressed the key audit matter 4. Impairment Loss Allowance of loans and advances (Subsidiary Company Centrum Microcredit Limited) Impairment loss allowance of loans and We have started our audit procedures with advances (“Impairment loss allowance”) is a Key understanding of the internal control environment Audit Matter as the said subsidiary company related to Impairment loss allowance. Our has significant credit risk exposure considering procedures over internal controls focused on the loan portfolio across a wide geographical recognition and measurement of impairment loss range. The value of loans and advances on allowance. We assessed the design and tested the the balance sheet is significant and there is operating effectiveness of the selected key controls a high degree of complexity and judgment implemented by the Company. involved in estimating credit impairment provisions and to additionally determine the � We also assessed whether the impairment potential impact of unprecedented COVID 19 methodology used by the said subsidiary pandemic on asset quality and provision of company is in accordance with the assumptions the Company. The said subsidiary company’s and methodology approved by the Board of model to calculate expected credit loss (“ECL”) Directors of the said subsidiary company which is inherently complex and judgment is applied is based on and in compliance with Ind AS 109 in determining the correct construction of the “Financial Instruments”. Particularly we assessed three-stage impairment model (“ECL Model”) the approach of the Company regarding definition including the selection and input of forward of Default, Probability of Default, Loss Given Default looking information. ECL provision calculation and incorporation of forward-looking information require the use of large volumes of data. for the calculation of ECL. The completeness and reliability of data can � For loans and advances which are assessed for significantly impact accuracy of the modelled impairment on a portfolio basis, we performed impairment provisions. The accuracy of data particularly the following procedures: flows and the implementation of related controls are critical for the integrity of the � We tested the reliability of key data inputs and estimated impairment provisions. ECL involves related management controls; an estimation of probability weighted loss on � We checked the stage classification as at the financial instruments over their life, considering balance sheet date as per the definition of Default reasonable and supportable information about of the said subsidiary company; past events, current conditions, and forecasts of future economic conditions which could � We have checked on sample basis the stage impact the credit quality of the said subsidiary classification for the borrowers has been given in company’s loans and advances. accordance with the Resolution Framework issued

• We also assessed whether the impairment methodology used by the said subsidiary company is in accordance with the assumptions and methodology approved by the Board of Directors of the said subsidiary company which is based on and in compliance with Ind AS 109 “Financial Instruments”. Particularly we assessed the approach of the Company regarding definition of Default, Probability of Default, Loss Given Default and incorporation of forward-looking information for the calculation of ECL.

• We checked the stage classification as at the balance sheet date as per the definition of Default of the said subsidiary company;

• We have checked on sample basis the stage classification for the borrowers has been given in accordance with the Resolution Framework issued by Reserve Bank of India (RBI) and the Board approved policy for ECL provisioning and stage classification with respect to such accounts;

• We have verified whether the ECL provision is made in accordance with the Board approved policy in this regard;

• We have also calculated the ECL provision manually for selected samples;

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Ind	ependent Auditors R	eport_(contd.)_
Sr. No.	Key audit matters	How our audit addressed the key audit matter
		�We have reviewed the process of the said subsidiary company to grant moratorium to the borrowers as per the Regulatory Package announced by RBI. Further, we have relied on the assumption of the management that there will be no significant increase in the credit risk in the cases where moratorium is given and that the staging based on the days past due (DPD) will be considered as per the RBI COVID-19 Regulatory Package. We have tested on samples basis, the DPD freeze for cases where moratorium is provided and not provided in accordance with RBI COVID-19 Regulatory Package; �With respect to additional provision made by the said subsidiary company on account of the impact of COVID-19 pandemic, we broadly reviewed the underlying assumptions and estimates used by the management for the same but as the extent of impact is dependent on future developments which are highly uncertain, we have primarily relied on those assumptions and estimates. These assumptions and estimates are a subject matter of periodic review by the said subsidiary company; and �We have checked the provision on Loan Assets as per IRACP norms as required under RBI circular dated March 13, 2020. We have checked the DPD and provision in accordance with the RBI regulations in that regard further considering the Regulatory Packages issued by RBI dated March 27, 2020 and May 23, 2020 and RBI circular dated April 17, 2020.

Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Holding Company’s Director’s Report, Management Discussion and Analysis and Corporate Governance Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditor’s report thereon.

Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed and the reports of other auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income), consolidated changes in equity and consolidated cash flows of the Group including its associate and joint venture in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its associate and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and of its associate and joint venture and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group and of its associate and joint venture are responsible for assessing the ability of the Group and of its associate and joint venture to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group and its associate and joint venture or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associate and joint venture are responsible for overseeing the financial reporting process of the Group and of its associate and joint venture.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company and its subsidiary companies, which are companies incorporated in India, have adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associate and joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associate and joint venture to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associate and joint venture of which we are the independent auditors, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the Ind AS financial statements of such entities included in the consolidated Ind AS financial statements of which we are the independent auditors. For the other entities included in the consolidated Ind AS financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated Ind AS financial statements of which we are the independent auditors

regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

• (a) We did not audit the Ind AS financial statements 6 (Six) subsidiaries, whose Ind AS financial statements reflects total assets of 116,628.84 lakhs and net assets of 44,153.52 Lakhs as at March 31, 2021, total revenues of 25,333.76 lakhs and net cash outflow amounting to 1,015.08 lakhs for the year ended on that date, as considered in the consolidated Ind AS financial statements. These Ind AS financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of section 143(3) of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

One of these subsidiary is located outside India whose financial statements have been prepared in accordance with accounting principles generally accepted in their respective country and which have been audited by their respective independent auditor under generally accepted

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auditing standards applicable in its respective country. The Holding Company’s management has converted the financial statements of that subsidiary located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the report of their respective independent auditor and the conversion adjustments prepared by the management of the Holding Company and audited by us.

• (b) We did not audit the Ind AS financial statements 2 (Two) subsidiaries and 1 (one) Trust, whose Ind AS financial statements reflects total assets of 2,904.14 lakhs and net assets of 2,869.99 Lakhs as at March 31, 2021, total revenues of 74.30 lakhs and net cash outflow amounting to 164.92 lakhs for the year ended on that date, as considered in the consolidated Ind AS financial statements. These Ind AS financial statements are unaudited and have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and Trust and our report in terms of section 143(3) of the Act, in so far as it relates to the aforesaid subsidiaries and Trust is based solely on such unaudited Ind AS financial statements. In our opinion and according to the information and explanations given to us by the management, these Ind AS financial statements are not material to the Group including associate and joint venture.

Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Ind AS financial statements certified by the management.

Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Act, based on our audit and on the consideration of reports of the other

auditors on separate Ind AS financial statements and the other financial information of subsidiaries, associate and joint venture, as noted in the Other Matters section above we report, to the extent applicable, that:

• a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

• b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;

• c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

• d. In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Ind AS specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

• e. On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies and associate company, incorporated in India, none of the directors of the Group companies, and its associate company, incorporated in India, is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act;

• f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate report in “Annexure”. We do not report on the adequacy of the internal financial

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controls with reference to financial statements of its associate company incorporated in India and the operating effectiveness of such controls in terms of section 143(3)(i) of the Act, since in our opinion and according to the information and explanations given to us, the said reporting is not applicable to them;

• g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to us by the Holding Company and the reports of the statutory auditors of its subsidiary companies and associate company incorporated in India, the remuneration paid/ provided to their directors during the year by the Holding Company, subsidiary companies and associate company incorporated in India is in accordance with the provisions of section 197 of the Act;

• h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• (i) The consolidated Ind AS financial statements disclose the impact of

pending litigations on the consolidated financial position of the Group and its associate – Refer Note 47 to the consolidated Ind AS financial statements;

• (ii) Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts – Refer Notes 8 and 20 to the consolidated Ind AS financial statements in respect of such items as it relates to the Group and its associate and;

• (iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies and associate company incorporated in India.

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Partner Membership No. 048539 UDIN: 21048539AAAACS7741

Place: Mumbai Date: June 22, 2021

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Annexure 1 to The Independent Auditor’s Report

[Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of Centrum Capital Limited on the consolidated Ind AS financial statements for the year ended March 31, 2021]

Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of Centrum Capital Limited (“Holding Company”) as of and for the year ended March 31, 2021, we have audited the internal financial controls with reference to financial statements of the Holding Company, its subsidiary companies and associate company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies and associate company, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of Holding Company, its subsidiary companies and associate company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of Holding Company, its subsidiary companies and associate company.

Meaning of Internal Financial Controls with reference to Financial Statements

A company’s internal financial control with reference to financial statements is a process designed to

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(Contd.) . Annexure 1 to The Independent Auditor’s Report

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reporting of other auditors as mentioned in Other Matters paragraph below, the Holding Company, its subsidiary companies and associate company, which are companies incorporated in India, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021, based on the internal control with reference to financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matters

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements in so far as it relates to 5 subsidiary companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm Registration No.103523W / W100048

Snehal Shah

Partner Place: Mumbai Membership No. 048539 Date: June 22, 2021 UDIN: 21048539AAAACS7741

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Balance sheet

As at March 31, 2021

Balance sheet As at March 31, 2021 Consolidated
			(`in Lakhs)
Particulars	Note	As at March 31, 2021	As at March 31, 2020
ASSETS
Financial Assets
Cash and cash equivalents	6	20,909.16	16,880.67
Bank balance other than cash and cash equivalents above	7	26,317.78	22,204.43
Derivative financial instruments	8	4,410.05	2,494.84
Receivables
'Trade Receivables	9	3,456.92	5,967.31
'Other Receivables		-	173.37
Loans	10	218,389.98	198,119.21
Investments	11	7,783.09	4,676.09
Other financial assets	12	6,404.40	10,894.99
Total financial assets		287,671.38	261,410.90
Non-financial assets
Current tax assets (net)	13	4,559.44	5,638.40
Deferred tax assets (net)	40	5,146.68	5,384.15
Investment property	14	-	3,397.83
Property, plant and equipment	15	5,810.95	2,877.80
Capital work-in-progress	16	7.94	-
Right-of-use-assets	17	1,631.54	2,779.21
Goodwill on consolidation	49	4,779.42	4,779.42
Goodwill	49	3,943.37	3,943.37
Other intangible assets	18	781.55	922.56
Other non-financial assets	19	1,666.80	1,698.22
Total non-financial assets		28,327.69	31,420.97
TOTAL		315,999.07	292,831.87
LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Derivative Financial Instruments	20	17,178.14	8,960.92
Trade Payables	21
(i) total outstanding dues of micro enterprises and small enterprises		5.41	5.94
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises		8,162.14	8,836.13
Debt securities	22	130,466.62	91,466.06
Borrowings (other than Debt securities)	23	61,022.12	80,895.37
Subordinated liabilities	24	1,000.00	1,000.00
Lease liabilities	53	1,844.61	2,885.34
Other financial liabilities	25	15,714.05	14,566.22
Total financial liabilities		235,393.09	208,615.98
Non-financial liabilities
Provisions	26	860.04	580.18
Other non-financial liabilities	27	2,121.17	1,932.40
Total non-financial liabilities		2,981.21	2,512.58
TOTAL LIABILITIES		238,374.30	211,128.56
Equity
Equity share capital	28	4,160.33	4,160.33
Other equity	29	53,789.68	58,014.04
Equity attributable to owners of parent		57,950.01	62,174.37
Non-Controlling Interest		19,674.76	19,528.94
TOTAL EQUITY		77,624.77	81,703.31
TOTAL		315,999.07	292,831.87
Significant accounting policies	1-5

The accompanying notes 1 to 63 form an integral part of the financial statements. As per our report of even date

For Haribhakti & Co. LLP

Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah

Partner Membership No.048539

Place: Mumbai

Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

Chief Financial Officer

206

Centrum Capital Limited Annual Report 2020-21

Consolidated

Statement of Profit and Loss

For the year ended March 31, 2021

For the year ended March 31, 2021
			(`in Lakhs)
Particulars	Note	Year ended March 31, 2021	Year ended March 31, 2020
REVENUE FROM OPERATIONS
Interest income	30	30,981.72	29,759.76
Fees and commission Income	31	16,585.65	15,052.59
Net gain on fair value changes	32	2,214.01	1,218.32
Other operating income	33	240.53	952.75
TOTAL REVENUE FROM OPERATIONS		50,021.91	46,983.42
Other Income	34	1,292.62	1,064.42
TOTAL INCOME		51,314.53	48,047.84
EXPENSES
Finance Costs	35	23,842.87	19,887.71
Impairment on Financial instruments	36	1,697.43	(942.79)
Employee benefits expense	37	19,647.13	22,616.01
Depreciation and amortization expenses	38	1,919.21	2,003.16
Other expenses	39	7,407.72	10,016.42
Total Expenses		54,514.36	53,580.51
Profit/(loss) before exceptional items and tax		(3,199.82)	(5,532.67)
Exceptional Items	42	-	6,798.76
Profit/(Loss) before tax		(3,199.82)	1,266.09
TAX EXPENSE :
- Current tax	40	562.86	270.95
- Deferred tax and Minimum alternate tax (MAT)	40	242.49	1,753.58
- Tax Adjustment for earlier years	40	175.69	(830.01)
Total Tax Expenses		981.04	1,194.52
Profit/(Loss) after tax before share of profit/(loss) in associates and joint venture		(4,180.87)	71.57
Share of profit/(loss) in associates and joint venture		-	-
Profit/(Loss) for the year		(4,180.87)	71.57
Other Comprehensive Income (OCI)
i. Item that will not be reclassified to profit or loss
(a) Change in fair value of equity instruments through OCI		(0.68)	(16.43)
(b) Remeasurement of Defined benefit plan		(62.91)	(28.25)
(c) Income tax relating to items that will not be reclassified to profit or loss	40	5.01	5.05
ii Items that will be reclassified to profit or loss
(a) Debt Instruments through OCI		-	-
(b) Currency exchange difference on translation, net of tax		4.03	5.31
(c) Income tax relating to items that will be reclassified to profit or loss		-	-
Total Other Comprehensive Income (OCI)		(54.55)	(34.32)
Total Comprehensive Income for the year		(4,235.42)	37.25
Profit/(Loss) for the year attributable to:		(4,180.87)	71.57
Owners of the parent		(4,687.19)	1,444.61
Non-controlling interest		506.32	(1,373.04)
Other Comprehensive Income for the year attributable to :		(54.55)	(34.32)
Owners of the parent		(37.39)	(34.17)
Non-controlling interest		(17.16)	(0.15)
Total Comprehensive Income for the year attributable to :		(4,235.42)	37.25
Owners of the parent		(4,724.58)	1,410.44
Non-controlling interest		489.16	(1,373.19)
Earning per equity share (Face Value of Shares**1 [Previous Year :**1] )	41 1-5
Basic & Diluted earnings per share		(1.13)	0.35
Significant accounting policies

The accompanying notes 1 to 63 form an integral part of the financial statements. As per our report of even date For Haribhakti & Co. LLP

For and on behalf of Board of Directors Centrum Capital Limited

Chartered Accountants ICAI Firm registration No.103523W/W100048

Jaspal Singh Bindra Executive Chairman DIN : 00128320

Snehal Shah

Partner Membership No.048539

Sriram Venkatasubramanian

Place: Mumbai Date: June 22, 2021

Alpesh Shah Company Secretary

Chief Financial Officer

207

www.centrum.co.in

Consolidated

Cash Flow Statement

For the year ended March 31, 2021

Cash Flow Statement For the year ended March 31, 2021 Consolidated
		(`in Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
A Cash Flow from Operating Activities:
Profit/(Loss) before tax	(3,199.83)	**1,266.09 **
Adjustments for:
Depreciationand amortisationexpense	1,919.21	2,003.16
Gainonsale ofdebt trading business	-	(3,050.49)
Forfeiture ofupfrontsubscriptiononsharewarrants	-	(3,750.00)
Impairmenton financialassets	1,697.43	(942.79)
Neteffectofexchangerate changes	4.42	1.79
Interest income	(809.19)	(4,421.50)
Fair value gainon financial instruments	(2,214.01)	(1,218.32)
Loss onsale ofproperty, plantand equipment	0.77	5.99
PropertyPlantandEquipment writtenoff	121.55	-
Gainon modificationof rightofuse / sub-lease	(5.84)	(86.63)
Employees stockoptionprovision	397.96	545.45
DividendIncome on investment	(1.00)	(16.24)
Finance costs	7,469.63	5,925.42
Operating profitbefore working capital changes	5,381.10	(3,738.07)
Adjustments for :
Decrease/(Increase)inother financialassets	2,667.26	(9,469.13)
Decrease/(Increase)inother non-financialassets	(168.16)	1,062.48
Decrease/(Increase)in Loans(net)	(18,220.39)	(7,039.51)
Decrease/(Increase)in tradereceivables	2,759.35	2,264.85
Increase/(Decrease)inother financial liabilities	209.42	1,615.80
Increase/(Decrease)inderivativesfinancial instruments (net)	2,488.30	(538.83)
Increase/(Decrease)inother non financial liabilities	(22.57)	(839.34)
Increase/(Decrease)trade payables	(334.33)	4,338.61
Increase/(Decrease) other liabilities and provisions	925.30	40.57
Cash generated from/ (used in) operations	(4,314.72)	(12,302.58)
Direct taxes paid (netof refunds)	277.88	(5,477.70)
Net Cash generated from/(used in) Operating Activities (A)	(4,036.84)	(17,780.27)
B Cash Flow from Investing Activities:
Purchase ofproperty, plantand equipment	(539.40)	(740.67)
Proceedsfromsale ofproperty, plantand equipment	69.18	241.60
Sale / (Purchase) of Treasury Shares	62.50	(491.85)
Purchase considerationpaid onbusiness combination	-	(1,877.18)
Proceedsfromsale ofdebt trading business	-	2,049.51
(Investment)/Redemption in fixed deposits (net)	(2,630.73)	2,343.44
(Purchase of) /Proceedsfromsale of investments (net)*	(2,767.89)	10,457.07
Proceedsfromsale of investment insubsidiaries	-	156.01
Loangiven	(733.72)	-
Interest received	913.30	1,146.32
Dividend Income on investment	1.00	16.24
Net Cash generated from / (used in) Investing Activities (B)	(5,625.76)	13,300.49

208

Centrum Capital Limited Annual Report 2020-21

Consolidated

Cash Flow Statement

For the year ended March 31, 2021 (contd.)

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
C Cash Flow from Financing Activities:
Proceeds from issuance of share capital	-	18,714.36
Proceeds of debt securities (net)*	68,402.54	19,653.86
Repaymentof Borrowings (other thandebtsecurities) (net)*	(44,444.57)	(28,174.92)
Paymentof leaseliability	(1,225.35)	(1,204.28)
Dividend paid	-	(262.38)
Finance costs paid	(9,041.53)	(2,474.84)
Net Cash generated from / (used in) Financing Activities ('C)	13,691.09	**6,251.81 **
Net Increase incash and cash equivalents (A+B+C)	4,028.49	1,772.03
Cash and cash equivalents as at the beginning of the Year	**16,880.67 **	**15,108.64 **
Cash and cash equivalents as at the end of the Year	20,909.16	**16,880.67 **

Significant accounting policies 1-5

• Net figures have been reported on account of volume of transactions.

The disclosures relating to changes in liabilities arising from financing activities (refer note 52).

The above cash flow statements have been prepared under the indirect method set out in Ind AS 7 on ‘Statement of Cash Flows’.

of Cash Flows’.
		(`in Lakhs)
Components of cash and cash equivalents	As at March 31, 2021	As at March 31, 2020
i) Cash on hand	108.43	38.75
ii) Cheques on hand	1,690.00	-
iii)Balances with banks(of the nature of cash and cash equivalents)	16,146.85	14,245.58
iii)Bank deposit with original maturityless than three months	2,963.87	2,596.34
Total	20,909.16	16,880.67

The accompanying notes 1 to 63 form an integral part of the financial statements.

As per our report of even date For Haribhakti & Co. LLP Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah

Partner Membership No.048539

Place: Mumbai Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Chief Financial Officer

Alpesh Shah Company Secretary

209

www.centrum.co.in

Consolidated

Statement of changes in equity

For the year ended March 31, 2021

|(_in Lakhs)_|**Amount**|**4,160.33**|-|**4,160.33**|-|**4,160.33**||B.<br>Other equity<br>_(_in Lakhs)|Total
other
equity|Total
other
equity|55,759.58|1,444.62|(34.17)|1,410.45|(262.38)|545.47|(510.10)|-|-|-|-|(492.75)|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||||||||||Other Comprehensive
Income|Foreign
exchange
translation
reserve|84.65|-|-||-|-|-|-|-|-|-|-|
|||||||||||Equity
Instruments
through Other
Comprehensive
Income|(73.65)|-|(16.43)|(16.43)|-|-|-|-|-|-|-|-|
||Number of Shares
(In Lakhs)|4,160.33|-|4,160.33|-|4,160.33|||||||||||||||||
||||||||||Equity Com-
ponent of
Compound
Financial
Instrument||-|-|-||-|-|-|-|-|-|-|-|
||||||||||Reserves and Surplus|Retained
Earnings|25,462.26|1,437.59|(17.74)|1,419.85|(262.38)|-|-|-|(659.65)|(273.69)|(32.69)|-|
|||||||||||General
reserve|317.70|-|-|-|-|-|-|1,378.50|-|-|-|-|
||Particulars|As at April 01, 2019|Changes in Equity share capital during the year|As at March 31, 2020|Changes in Equity share capital during the year|As at March 31, 2021|||||||||||||||||
|||||||||||Share
Option Out-
standing
Account|608.80|-|-|-|-|545.47|-|(137.50)|-|-|-|-|
|||||||||||Capital
Rserve on
Consolida-
tion|1,048.35|-|-||-|-|-|-|-|-|-|-|
|||||||||||Capital Re-
demption
Reserve|93.31|-|-|-|-|-|-|-|-|-|-|-|
|||||||||||Impairment
Reserve|-|-|-|-|-|-|-|-|659.65|-|-|-|
|||||||||||Special
reserve|28.73|-|-|-|-|-|-|-|-|-|32.69|-|
|||||||||||Statutory
Reserve|37.80|-|-|-|-|-|-|-|-|273.69|-|-|
|||||||||||ESOP
Trust
reserve|2,380.23|7.03|-|7.03|-|-|-|-|-|-|-|-|
|||||||||||Treasury
shares|(1,880.29) |-|-|-|-|-|-|-|-|-|-|(492.75)|
|||||||||||Debenture
Redemption
Reserve|9,679.25|-|-|-|-|-|-|(1,241.00)|-|-|-|-|
|||||||||||Securities
Premium|14,222.43|-|-|-|-|-|(510.10)|-|-|-|-|-|
|||||||||||Capital
Reserves|0.00|-|-|-|-|-|-|-|-|-|-|-|
||||||||||Money
received
against
share
warrants||3,750.00|-|-|-|-|-|-|-|-|-|-|-|
||||||||||Particulars||As at April 01, 2019|
Profit/(Loss) for the year|
Other comprehensive
income/(loss), net of
income tax|Total comprehensive
income/(loss) for the year|
Dividend paid on equity
shares (Including tax thereon)|
Share based payment
expense|Utilised for Share issue
expenses|Transfers to General Reserve|Transfers to Impairment
Reserve|Transfers to Statutory Reserve|
Transfers to Special Reserve|
Purchase of Treasury Shares
(Net)|

210

Centrum Capital Limited Annual Report 2020-21

Consolidated

Statement of changes in equity

For the year ended March 31, 2021 (contd.)

Total other equity	Total other equity	12,337.73	(5,158.03)	(1,865.92)	(3,750.00)	58,014.04	(4,687.19)	(37.39)	(4,724.58)	-	397.96	-	-	-	-	62.50	375.43	(335.67)	53,789.68		Significant accounting policies 1-5 The accompanying notes 1 to 63 form an integral part of the financial statements. As per our report of even date For Haribhakti & Co. LLP Chartered Accountants ICAI Firm registration No.103523W/W100048 For and on behalf of Board of Directors Centrum Capital Limited Snehal Shah Partner Membership No.048539 Jaspal Singh Bindra Executive Chairman DIN : 00128320 Place:Mumbai Date:June 22, 2021 Sriram Venkatasubramanian Chief Financial Officer Alpesh Shah Company Secretary
Other Comprehensive Income	Foreign exchange translation reserve	-	-	(126.94)	-	(42.29)	-	-	-	-	-	-	-	-	-	-	-	(15.30)	**(57.58) **
	Equity Instruments through Other Comprehensive Income	-	-	-	-	(90.08)	-	(0.68)	(0.68)	-	-	-	-	-	-	-	-	-	(90.76)
Equity Com- ponent of Compound Financial Instrument		-	-	-	-		-	-		-	-	-	-	-	-	-	375.43	-	375.43
Reserves and Surplus	Retained Earnings	-	-	(1,737.67)	-	23,916.03	(4,676.71)	(36.71)	(4,713.42)	-	-	-	(960.17)	(74.66)	(217.68)	-	-	(320.37)	17,629.72
	General reserve	-	-	-	-	1,696.20	-	-	-	-	-	2,720.85	-	-	-	-	-	-	4,417.05
	Share Option Out- standing Account	-	-	-	-	1,016.77	-	-	-	-	397.96	(76.95)	-	-	-	-	-	-	1,337.78
	Capital Rserve on Consolida- tion	-	-	(1.31)	-	1,047.05	-	-	-	-	-	-	-	-	-	-	-	-	1,047.05
	Capital Re- demption Reserve	-	-	-	-	93.31	-	-	-	-	-	-	-	-	-	-	-	-	93.31
	Impairment Reserve	-	-	-	-	659.65	-	-	-	-	-	-	960.17	-	-	-	-	-	1,619.82
	Special reserve	-	-	-	-	61.42	-	-	-	-	-	-	-	-	217.68	-	-	-	279.10
	Statutory Reserve	-	-	-	-	311.49	-	-	-	-	-	-	-	74.66	-	-	-	-	386.15
	ESOP Trust reserve	-	-	-	-	2,387.27	(10.48)	-	(10.48)	-	-	-	-	-	-	-	-	-	2,376.79
	Treasury shares	-	-	-	-	**(2,373.04) **	-	-	-	-	-	-	-	-	-	62.50	-	-	**(2,310.54) **
	Debenture Redemption Reserve	-	-	-	-	8,438.25	-	-	-	-	-	(2,643.90)	-	-	-	-	-	-	5,794.35
	Securities Premium	12,337.73	(5,158.03)	-	-	20,892.03	-	-	-	-	-	-	-	-	-	-	-	-	20,892.03
	Capital Reserves	-	-	-	-	0.00	-	-	-	-	-	-	-	-	-	-	-	-	0.00
Money received against share warrants		-	-	-	(3,750.00)	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Particulars		Effect of Change in group interest	Transactions with NCI	Adjustments on account of change in holdings	Forfeiture of share warrants	Balance as at March 31, 2020	Profit/(Loss) for the year	Other comprehensive income/(loss), net of income tax	Total comprehensive income/(loss) for the year	Dividend paid on equity shares (Including tax thereon)	Share based payment expense	Transfers to General Reserve	Transfers to Impairment Reserve	Transfers to Statutory Reserve	Transfers to Special Reserve	Purchase of Treasury Shares (Net)	Additions during the year	Adjustments on account of change in holdings	Balance as at March 31, 2021

==> picture [8 x 37] intentionally omitted <==

----- Start of picture text -----

in Lakhs)
( `
----- End of picture text -----

211

www.centrum.co.in

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021

1. Corporate Information

Centrum Capital Limited (The “Company” or CCL) is a Public Group engaged in Investment Banking and a SEBI Registered Category-I Merchant Banker. The address of its registered office and principal activities of the Company are disclosed in the introduction to the Annual Report. The Equity shares of the Holding Company are listed on Bombay Stock Exchange (‘BSE”), National Stock Exchange (“NSE”) in India. The Company offers a complete gamut of financial services in the areas of equity capital market, private equity, corporate finance, project finance, stressed asset resolution. The Company is also engaged in trading of bonds.

2. Basis of preparation of Consolidated Ind AS financial statements

The Consolidated Ind AS financial statements of Centrum Capital Limited (the “Company”) and its subsidiaries, associates and joint ventures (together the “Group”) have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 read with sub-section (1) of section 210A of the Companies Act, 2013.

These Consolidated Ind AS financial statements have been prepared on a historical cost basis, except for derivative financial instruments and other financial assets held for trading, which have been measured at fair value. The Consolidated Ind AS financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest Lakhs, except when otherwise indicated.

3. Presentation of financial statements

The Group presents its balance sheet in order of liquidity in compliance with the Division III of the Schedule III to the Companies Act, 2013. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non—current) is presented in Note no 51.

Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only offset and reported net when,

in addition to having an unconditional legally enforceable right to offset the recognised amounts without being contingent on a future event, the parties also intend to settle on a net basis in all of the following circumstances:

• The normal course of business

• The event of default

• The event of insolvency or bankruptcy of the Group and or its counterparties

4. Basis of consolidation

The Consolidated Ind AS financial statements as on March 31, 2021, comprise the financial statements of the Group and its subsidiaries as at March 31, 2021. Subsidiaries are the entities over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Consolidation of subsidiary begins when the Group obtains control over the subsidiary, and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Ind AS financial statements from the date the Group gains the control until the date the Group ceases to control the subsidiary.

Consolidated Ind AS financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Consolidated Ind AS financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Consolidated Ind AS financial statements to ensure conformity with the Group’s accounting policies. However, no subsidiaries and associates have followed different accounting policies than those followed by the Group for the preparation of these Consolidated Ind AS financial statements.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Group, i.e., year ended on 31 March.

212

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Consolidation procedure:

• a. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Company with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Consolidated Ind AS financial statements at the acquisition date.

• b. Offset (eliminate) the carrying amount of the Company‘s investment in each subsidiary and the Company’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill, refer below a Note on Business Combination

• c. Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, are eliminated in full).

Profit or loss and each component of OCI are attributed to the equity holders of the Company of the Group and to the noncontrolling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets, liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

• d. The financial statements of all subsidiaries incorporated outside India are converted on the following basis: (a) Income and expenses are converted at the average rate of exchange applicable for the period/year and (b) All assets and liabilities are translated at the closing rate as on the Balance Sheet date. The exchange difference arising out of period/ year end translation is debited or credited as “Foreign Exchange Translation Reserve” forming part of Other Comprehensive Income and accumulated as a separate component of other equity.

Non-controlling interest in the profit/loss and equity of the subsidiaries are shown

separately in the Consolidated Statement of Profit and Loss and the Consolidated Balance Sheet, respectively. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. This results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity.

In case the Group ceases to consolidate a subsidiary because of a loss of control, any retained interest in the entity is remeasured to its fair value. This fair value becomes the initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture or financial asset. When the Group loses control over a subsidiary, it derecognises the assets, including goodwill, and liabilities of the subsidiary, carrying amount of any non-controlling interests, cumulative translation differences recorded in equity and recognise resulting difference between the fair value of the investment retained and the consideration received, and total of amount derecognised as gain or loss attributable to the Company. In addition, amounts, if any, previously recognised in Other Comprehensive Income in relation to that entity are reclassified to profit or loss as would be required if the Company had directly disposed of the related assets or liabilities.

Investment in associates/joint ventures:

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decision of the investee, but it’s not control or joint control over those policies. The Group’s interest in its associates or joint ventures is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture.

213

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Business combination:

Business combinations are accounted for using the acquisition method. The acquisition date is the date on which control is transferred to the acquirer. The consideration transferred in a business combination comprises the fair values of the assets transferred, liabilities incurred to the former owners of the acquired business, equity interests issued by the Group and fair value of any assets or liabilities resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values. However, certain assets and liabilities, i.e., deferred tax assets or liabilities, assets or liabilities related to employee benefits arrangements, liabilities or equity instruments related to share-based payment arrangements and assets or disposal groups that are classified as held for sale, acquired or assumed in a business combination are measured as per the applicable Ind AS.

The Group recognises any non-controlling interest in the acquired entity on an acquisition-by acquisition basis either at fair value or at the noncontrolling interest’s proportionate share of the acquired entity’s net identifiable assets.

The excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquired entity and the acquisition-date fair value of any previous equity interest in the acquired entity over the acquisition-date fair value of the net identifiable assets acquired is recognised as goodwill. Any gain on a bargain purchase is recognised is in Other Comprehensive Income and accumulated in equity as Capital Reserve if there exists clear evidence of the underlying reasons for classifying the business combination as resulting in a bargain purchase, otherwise the gain is recognised directly in equity as Capital Reserve.

Goodwill represents excess of the cost of portfolio acquisition over the net fair value of the identifiable assets and liabilities. Goodwill paid on acquisition of portfolio is included in intangible assets. Goodwill recognized is tested for impairment annually and when there are

indications that the carrying amount may exceed the recoverable amount.

Goodwill on acquisitions of subsidiaries is shown as separate line item in financial statements. These Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of contingent consideration are recognised in profit or loss.

When a business combination is achieved in stages, any previously held equity interest in the acquiree is remeasured at its acquisition-date fair value and the resulting gain or loss, if any, is recognised in the Consolidated Statement of profit and loss or Other Comprehensive Income, as appropriate.

Where it is not possible to complete the determination of fair values by the end of the reporting period in which the combination occurs, a provisional assessment of fair values is made and any adjustments required to those provisional values, and the corresponding adjustments to goodwill, are finalised within 12 months of the acquisition date.

Common control business combinations includes transactions, such as transfer of subsidiaries or businesses, between entitles within a group. Group has accounted all such transactions based on pooling of interest method, which is as below:-

• The assets and liabilities of the combining entities are reflected at their carrying amounts.

• No adjustments are made to reflect fair values, or recognise any new assets or liabilities.

• The financial information in the financial statements in respect of prior periods are restated as if the business combination had

214

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

The identity of the reserves shall be preserved and shall appear in the financial statements of the transferee in the same form in which they appeared in the financial statements of the transferor. The difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor shall be transferred to capital reserve.

5.1 Significant accounting policies

• a. Property, plant and equipment (PPE)

PPE are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Subsequent costs incurred on an item of PPE is recognised in the carrying amount thereof when those costs meet the recognition criteria as mentioned above. Repairs and maintenance are recognised in profit or loss as incurred. Borrowing costs relating to acquisition of PPE which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Gains or losses arising from derecognition of PPE are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.

Depreciation on PPE is provided on straight line method over the useful lives of assets as prescribed in Schedule II of the Act, except for leasehold improvements. Leasehold improvements are amortized over a period of lease or useful life, whichever is less. The residual values, useful lives and method of depreciation of PPE are reviewed at each financial year end and adjusted prospectively, if appropriate.

Particulars	Estimated useful life specified under schedule II of the Companies Act 2013
Building	60years
Furniture and fixtures	10years
Vehicles	8years
Office equipment, Electric installation & equipment and Air conditioners	5 years
Computer - end user devices, such as desktops, Laptops, etc.	3 years

b. Intangible assets

Intangible assets are recorded at the consideration paid for the acquisition of such assets and are carried at cost less accumulated amortization and impairment losses, if any. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Intangible assets are amortized on straight line basis over the estimated useful life. The useful lives and method of depreciation of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal value and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.

The Group capitalizes computer software and related implementation cost where it is reasonably estimated that the software has an enduring useful life. Software including operating system licenses are amortized over their estimated useful life of 6– 9 years.

• c. Intangible assets under development

It includes assets not ready for the intended use and are carried at cost, comprising direct cost and related incidental expenses

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For the year ended March 31, 2021 (contd.)

d. Investment property

Investment properties are properties that are held for long-term rentals yields or for capital appreciation. Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

Investment properties are depreciated using the straight-line method over their useful lives. Investment properties generally have useful lives of 60 years. The useful life has been determined based on technical evaluation performed by the management expert.

Though the Group measures the investment property using cost based measurement, the fair value of the investment property is disclosed in the notes. Fair values are determined based on an annual evaluation.

Investment properties are derecognized either when they have been disposed off or when they are permanently withdrawn from their use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.

• e. Impairment of non-financial assets

As at the end of each accounting year, the Group reviews the carrying amounts of its PPE and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the PPE and intangible assets are tested for impairment so as to determine the impairment loss, if any.

Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognized immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss recognized in respect of a cash generating unit is allocated to reduce the carrying amount of the assets of the cash generating unit on a pro-rata basis.

f. Revenue from operations

Revenue is measured at transaction price i.e. the amount of consideration to which the Group expects to be entitled in exchange for transferring promised services to the customer, excluding amounts collected on behalf of third parties. The Group consider the terms of the contract and its customary business practices to determine the transaction price. Where the consideration promised is variable, the Group excludes the estimates of variable consideration that are constrained.

The Group recognises revenue from the following sources:

• i) Fee income including fees for Advisory, Syndication and other allied services. The right to receive fees is based on milestones defined in accordance with The terms of The contracts entered into between The GROUP and counterparties which also defines its performance obligation. Fee income are accounted for on an accrual basis.

Fees such as consultancy fees, referral fees and commission income include fees other than those that are an integral part of EIR and are recognised on accrual basis based on contractual terms.

• ii) Interest income : Interest income is recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial assets other than credit-impaired assets and financial assets classified as measured at FVTPL. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument.

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Under Ind AS 109 interest income is recorded using the effective interest rate (EIR) method for all financial instruments measured at amortised cost. The EIR is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset.

The calculation of the EIR includes all transaction cost and fees that are incremental and directly attributable to the acquisition of a financial asset.

The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets (i.e. at the amortized cost of the financial asset before adjusting for any expected credit loss allowance). For credit-impaired financial assets the interest income is calculated by applying the EIR to the amortized cost of the credit-impaired financial assets (i.e. the gross carrying amount less the allowance for expected credit losses (ECLs)). The Group assesses the collectability of the interest on credit impaired assets at each reporting date. Based on the outcome of such assessment, the Interest income accrued on credit impaired financial assets are either accounted for as income or written off.

Income from bill discounting is recognised over the tenure of the instrument so as to provide a constant periodic rate of return.

• iii) Brokerage income : Revenue from brokerage activities is accounted for on point in time when performance obligation is satisfied i.e. the trade date of transaction.

• iv) Fees and other charges : Income from fees and other charges, viz login fee, pre-payment charges etc., are recognised on a point-intime basis and are recorded when realised.

• v) Portfolio management fees : Income from portfolio management fees is recognised over the period of the agreement in terms of which services are performed.

• vi) Dividend income: Dividend income is recognised in profit or loss when the Group’s right to receive payment of the dividend is established, it is probable that the economic

benefits associated with the dividend will flow to the entity, and the amount of the dividend can be measured reliably.

• vii) Rental income: Rental income is recognized over a period of time as and when accrued as per the terms of the contract.

• viii) Net Gain/Loss on fair value changes : Any differences between the fair values of financial assets classified as fair value through the profit or loss (refer Note 32), held by the Company on the balance sheet date is recognised as an unrealised gain / loss. In cases there is a net gain in the aggregate, the same is recognised in “Net gains on fair value changes” under Revenue from operations and if there is a net loss the same is disclosed under “Expenses” in the statement of Profit and Loss.

Similarly, any realised gain or loss on sale of financial instruments measured at FVTPL and debt instruments measured at FVOCI is recognised in net gain / loss on fair value changes. As at the reporting date the Company does not have any financial instruments measured at FVTPL and debt instruments measured at FVOCI. However, net gain / loss on derecognition of financial instruments classified as amortised cost is presented separately under the respective head in the Statement of Profit and Loss.

• xi) Other operational revenue : Other operational revenue represents income earned from the activities incidental to the business and is recognized when the right to receive the income is established as per the terms of the contract.

• x) Other income and expenses Other income and expenses are recognised in the period in which they occur.

• g. Leases

• The Group as a lessee

The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the

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Group assesses whether: (1) the contract involves the use of an identified asset (2) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (shortterm leases) and low value leases. For these shortterm and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The Group as a lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

h. Financial instruments

Date of recognition

Financial assets and financial liabilities, with the exception of borrowings are initially recognised on the trade date, i.e., the date that the Group becomes a party to the contractual provisions of the instrument. This includes regular trades, purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention. The Group recognises borrowings when funds are received by the Group.

Initial measurement of financial instruments

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Classification and subsequent measurement of financial instruments

(i) Financial assets :

The Group subsequently classifies all of its debt financial assets based on the business

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model for managing the assets and the asset’s contractual terms, measured at either:

Financial assets carried at amortised cost (AC)

A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset gives rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. The changes in carrying value of such financial asset is recognised in profit and loss account.

Financial assets at fair value through other comprehensive income (FVOCI)

A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. The changes in fair value of such financial asset is recognised in Other Comprehensive Income.

Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at FVTPL. The Group measures all financial assets classified as FVTPL at fair value at each reporting date. The changes in fair value of such financial asset is recognised in Profit and loss account.

Amortized cost and Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest

rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Financial assets held for trading

The Group classifies financial assets as held for trading when they have been acquired primarily for short-term profit making through trading activities or form part of a portfolio of financial instruments that are managed together, for which there is pattern of shortterm profit. Held-for-trading assets and liabilities are recorded and measured in the balance sheet at fair value.

Other equity instruments

The Group subsequently measures all other equity investments at fair value through profit or loss, unless the management has elected to classify irrevocably some of its equity investments as equity instruments at FVOCI, when such instruments meet the definition of Equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. Such classification is determined on an instrument-by-instrument basis.

Gains and losses on these equity instruments are never recycled to profit or loss. Dividends are recognised in profit or loss as dividend income when the right of the payment has been established, except when the benefits from such proceeds as a recovery of part of the cost of the instrument, in which case, such gains are recorded in OCI.

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Impairment of financial assets

The Group records allowance for expected credit losses for all amortised cost financial assets and financial guarantee contracts, in this section all referred to as ‘financial instruments’. Equity instruments are not subject to impairment under Ind AS 109.

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Group uses a provision matrix to determine impairment loss allowance on portfolio of its receivables. The provision matrix is based on its historically observed default rates over the expected life of the receivables.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses (12m ECL). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

Impairment of Financial asset - ECL Provision for Lending Entity & Methods

“Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life. In contrast, 12m ECL represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date.

The measurement of ECL is a function of the probability of default (PD), loss given default (LGD) (i.e. the magnitude of the loss if there is a default) and the exposure at default (EAD). The assessment of the PD and LGD is based on historical data adjusted by forward-looking information. As for the EAD, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date; for loan commitments and financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group’s understanding of the specific future financing needs of the borrowers, and other relevant forward-looking information

If a financial instrument includes both a loan (i.e. financial asset) and an undrawn commitment (i.e. loan commitment) component and the Group cannot separately identify the ECL on the loan commitment component from those on the financial asset component, the ECL on the loan commitment have been recognised together with the loss allowance for the financial asset. To the extent that the combined ECL exceed the gross carrying amount of the financial asset, the ECL have been recognised as a provision. Also, for other loan commitments and all financial guarantee contracts, the loss allowance has been recognised as a provision.”

The method and significant judgments used while computing the expected credit losses and information about the exposure at default, probability of default and loss given default have been set out in note 47.

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Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Group’s balance sheet) when:

The rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards Of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability, the transferred asset and the associated liability are measured on the basis that reflects the rights and obligations that the Group has returned.

(ii) Financial liabilities and equity :

Financial instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group entity are recognised at the proceeds received, net of direct issue costs.

All financial liabilities are measured at amortised cost except for financial guarantees and derivative financial liabilities.

Debt securities and other borrowed funds

After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the EIR.

Financial guarantee:

Financial guarantees are contracts that requires the Group to make specified payments to the holders to make good the losses incurred arising from default in performance obligation by the borrower.

Financial guarantee issued or commitments to provide a loan at below market interest rate are initially measured at fair value and the initial fair value is amortised over the life of the guarantee or the commitment. Subsequently they are measured at higher of this amortised amount and the amount of loss allowance.

Loan commitment

Undrawn loan commitments are

commitments under which, the Group is required to provide a loan with pre-specified terms to the customer during the duration of commitment.

Derivative contracts (Derivative assets/ Derivative liability)

The Group enters into a variety of derivative financial contracts to manage its exposure to market risks including futures and options contracts.

Derivatives are initially recognised at fair value and are subsequently re-measured at fair value through profit or loss. The resulting gain or loss is recognised in profit or loss immediately.

Embedded derivatives

The embedded derivatives are treated as separate derivatives when:

• their economic characteristics and risks are not closely related to those of the host contract;

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• a separate instrument with the same terms would meet the definition of a derivative; and

• a hybrid instrument is not measured at fair value.

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non- derivative host contract, with the effect that some of the cash flows of the combined instrument vary in a way similar to a consolidated derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to an index of prices or rates or other variable. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

These embedded derivatives are separately accounted for at fair value, with changes in fair value recognised in the statement of profit or loss unless the Group chooses to designate the hybrid contracts at fair value through profit or loss.

Treasury Shares

The Group is a sponsor to trusts namely Centrum ESPS Trust. These trusts have been formed exclusively to provide benefits to employees of the Group and its subsidiaries. These trusts have been treated as an extension of the Group for the purpose of these financial statements. Accordingly, the equity shares of the Group held by these trusts have been treated as treasury shares. The amount paid for the treasury shares is deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.

Derecognition of financial liabilities

Financial liabilities are derecognised when they are extinguished i.e. when the obligation specified in the contract is discharged, cancelled or expired.

Reclassification of financial assets and financial liabilities

The Group does not reclassify its financial assets subsequent to their initial recognition, apart from the exceptional circumstances in which the Group acquires, disposes of, or terminates a business line. Financial liabilities are never reclassified.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Write-off policy

The Group writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery.

• i Fair value measurement

• The Group measures financial instruments, such as investments and derivatives at fair values at each Balance Sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• a) In the principal market for the asset or liability, or

• b) In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset

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or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a nonfinancial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities (for which fair value is measured or disclosed in the financial statements) are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement are derived from directly or indirectly observable market data available.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for disposal in discontinued operations.

At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Group’s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

j. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, short-term deposits and highly liquid investments with an original maturity of three months or less, which are readily convertible in cash and subject to insignificant risk of change in value. Bank overdrafts are shown within borrowings in other financial liabilities in the balance sheet.

k. Borrowing Costs

Borrowing costs include interest expense calculated using the effective interest method. Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of cost of such asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

• l. Foreign exchange transactions and translations

Initial recognition

Transactions in foreign currencies are recognized at the prevailing exchange rates between the reporting currency and a foreign currency on the transaction date.

Conversion

Transactions in foreign currencies are translated into the functional currency using the exchange rates at the dates of the

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transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in Statement of profit and loss.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement of profit and loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of profit and loss on a net basis.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Thus, translation differences on non-monetary assets and liabilities such as equity instruments held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on nonmonetary assets such as equity investments classified as FVOCI are recognized in other comprehensive income.

Non-monetary items that are measured at historical cost in foreign currency are not retranslated at reporting date.

the gratuity liability to employees. The Group records its gratuity liability based on an actuarial valuation made by an independent actuary as at year end. Contribution made to the LIC fund and provision made for the funded amounts are expensed in the books of accounts.

• (ii) Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per Projected Unit Credit Method.

• (iii) Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements are not reclassified to profit or loss in subsequent period.

n. Income tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based in accordance with the Income Tax Act, 1961 adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

m. Retirement and other employee benefits

Retirement benefits in the form of Provident Fund are a defined contribution scheme and the contributions are charged to the Statement of Profit and Loss of the year when the contribution to the fund is due. There are no other obligations other than the contribution payable to the fund.

• (i) Under Payment of Gratuity Act,1972 ‘Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end of the financial year. The Group makes contribution to a scheme administered by the Life Insurance Corporation of India (“LIC”) to discharge

Current tax

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable profit.

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Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets are also recognised with respect to carry forward of unused tax losses and unused tax credits (including Minimum Alternative Tax credit) to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.

It is probable that taxable profit will be available against which a deductible temporary difference, unused tax loss or unused tax credit can be utilised when there are sufficient taxable temporary differences which are expected to reverse in the period of reversal of deductible temporary difference or in periods in which a tax loss can be carried forward or back. When this is not the case, deferred tax asset is recognised to the extent it is probable that:

• the entity will have sufficient taxable profit in the same period as reversal of deductible temporary difference or periods in which a tax loss can be carried forward or back; or

• tax planning opportunities are available that will create taxable profit in appropriate periods.

The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected

to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the Balance Sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority, and the Group intends to settle its current tax assets and liabilities on a net basis.

Minimum alternate tax (MAT)

MAT paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned Group will pay normal income tax and thereby utilising MAT credit during the specified period, i.e., the period for which MAT credit is allowed to be carried forward and utilised. In the year in which the Group recognises MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of deferred tax asset. The Group reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

o. Provisions, contingent liabilities and contingent assets

A provision is recognized when an enterprise has a present obligation as a result of

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past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent assets are neither recognized nor disclosed in the Financial Statements.

services that are granted by the ultimate Company are measured by reference to the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled sharebased payments is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the ‘Share Option Outstanding Account’ under other Equity. In cases where the share options granted vest in instalments over the vesting period, the Group treats each instalments as a separate grant, because each instalment has a vesting period, and hence the fair value of each instalment differs. In situation where the stock option expires unexercised, the related balance standing to the credit of the Employee Share Options Outstanding Account is transferred within equity.

r. Segment reporting

• p. Earnings per share

Basic earnings per share is computed by dividing the net profit after tax attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding for the year.

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share is computed by dividing the net profit after tax attributable to the equity shareholders for the year by weighted average number of equity shares considered for deriving basic earnings per share and weighted average number of equity shares that could have been issued upon conversion of all potential equity shares.

q. Employee stock option scheme (ESOP) Equity-settled share-based payments to employees and others providing similar

Identification of segments

Operating Segments are identified based on monitoring of operating results by the chief operating decision-maker (CODM) separately for the purpose of making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss, and is measured consistently with profit or loss of the Group. Operating Segment is identified based on the nature of products and services, the different risks and returns, and the internal business reporting system.

Segment policies

The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Group as a whole.

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

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Unallocated Corporate Items include general corporate income and expenses, which are not attributable to segments.

5.2 Significant accounting judgments, estimates and assumptions

The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the Grouping disclosures including the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected

Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations, that the management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the Consolidated Ind AS financial statements.

• Fair value measurement of financial instruments

• Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgment is required in establishing

fair values. Judgments include considerations of various inputs including liquidity risk, credit risk, volatility etc. Changes in assumptions/ judgments about these factors could affect the reported fair value of financial instruments.

• Impairment of financial assets using the expected credit loss method

The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances.

The Group’s ECL calculations are outputs of models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates include:

• PD calculation includes historical data, assumptions and expectations of future conditions.

• The Group’s criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should be measured on a life-time expected credit loss and the qualitative assessment

• The segmentation of financial assets when their ECL is assessed on a collective basis

• Development of ECL models, including the various formulas and the choice of inputs

• Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels and collateral values, and the effect on PDs, EAD and LGD

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For the year ended March 31, 2021 (contd.)

• Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models

It is Group’s policy to regularly review its models in the context of actual loss experience and adjust when necessary.

• Business model assessment

• Classification and measurement of financial assets depends on the results of the Solely for payment of principal and interest (SPPI) test and the business model test The Group determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgment used by the Group in determining the business model including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed. The Group monitors financial assets that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held.

Black-Scholes Model to determine the fair value of the liability incurred on the grant date. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

  - _Key source of Assumptions and estimates_ The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when financial statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

• Income taxes

• Significant judgments are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

• Provisions and contingencies Provisions and contingencies are recognized when they become probable and when there will be a future outflow of funds resulting from past operations or events and the outflow of resources can be reliably estimated. The timing of recognition and quantification of the provision and liability requires the application of judgement to existing facts and circumstances, which are subject to change.

• Employee stock option scheme (ESOP) The Group measures the cost of equitysettled transactions with employees using

• Retirement and other employee benefits The cost of the gratuity and long-term employee benefits and the present value of its obligations are determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the future salary increases, attrition rate, mortality rates and discount rate. Due to the complexities involved in the valuation and its long-term nature, the obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Future salary increases are based on expected future inflation rates for India. The attrition rate represents the Group’s expected experience of employee turnover. The mortality rate is based on publicly available mortality tables for India. Those mortality

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

tables tend to change only at interval in response to demographic changes. Discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.

Further details about gratuity and long term employee benefits obligations are provided in note 46.

• Useful lives of property, plant and equipment: The Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

• Effective interest rate

• The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of a financial (i.e. its amortised cost before any impairment allowance) or to the amortised cost of a financial liability. This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the instruments and other fee income/expense that are integral parts of the instrument.

2.3 Standard issued but not yet effective

There are no standards that are issued but not yet effective on March 31, 2021.

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For the year ended March 31, 2021 (contd.)

Note 6 : CASH AND CASH EQUIVALENTS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Cash on Hand includingforeign currencies	108.43	38.75
Cheques on hand	1,690.00	-
Balances with banks
In current accounts	16,147.77	14,246.28
In deposits accounts with original maturityless than 3 months	2,963.87	2,596.34
(Less): Impairment loss allowance	0.91	0.70
TOTAL	20,909.16	16,880.67

Note 7 : BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS ABOVE

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Other Bank Balances
In fixed deposit accounts :
Fixed deposit accounts with maturitymore than 3 months	6,214.01	13,147.21
Fixed deposits pledged for bank overdraft facility, credit enhancement for loans or securityagainst the borrowings	8,965.11	7,097.47
In earmarked accounts :
Escrow Account(Refer Note 7(b))	786.04	786.04
Balances held as securityagainst bankguarantees	10,351.70	1,174.39
Unpaid dividend accounts	4.27	4.27
(Less): Impairment loss allowance	3.34	4.94
TOTAL	26,317.78	22,204.43

Note: Fixed deposits and other balances with banks earns interest at fixed rate or floating rates based on daily bank deposit rates.

7(a) Encumbrances on fixed deposits held by the Group:

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Fixed depositspledged for:
Bankguarantee for cash credit lines
A U Small Finance Bank	-	1,047.50
Axis Bank	6,666.08	3,798.58
Security deposit for PTC Securitisation
RBL Bank Limited	250.00	-
Various Banks	-
Security deposit to the extent held as credit enhancement for loans or security against the borrowings
Various Banks/Financial Institutions #	2,049.03	2,251.39

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For the year ended March 31, 2021 (contd.)

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
	8,965.11	7,097.47
# The nature of balances in deposit accounts is as follows:
Credit enhancements for loans	276.76	256.30
**Security against the borrowings **	1,772.27	1,995.09

7(b) Earmarked Balances With Banks :

The Group has deposited 786.04 lakhs (Previous Year 786.04 lakhs) under an Escrow agreement with Yes Bank Ltd towards any future occurrence of loss or liabilities arising from any Govt. Authority / tax authorities applicable to the divested entity EbixCash World Money Limited (Formerly known as Centrum Direct Limited)

7(c) Credit quality of assets:

Centrum Financial Services Limited

The table below shows the credit quality and the maximum exposure to credit risk based on the NBFC subsidiary Company’s year-end stage classification. The amounts presented are gross of impairment allowances.

Particulars		As at March 31, 2021	As at March 31, 2021			As at March 31, 2020	As at March 31, 2020	As at March 31, 2020
	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
Performing
Highgrade	661.65	-	-	661.65	1,048.50	-	-	1,048.50
Total	661.65	-	-	661.65	1,048.50	-	-	1,048.50

7 (d) Reconciliation of changes in gross carrying amount for investments: Fixed deposits with Banks

Banks
Particulars		As at March 31, 2021				As at March 31, 2020
	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
Gross carrying amount - openingbalance	1,048.50	-	-	1,048.50	3,046.75	-	-	3,046.75
New assets originated or purchased	661.65	-	-	661.65	1,048.50	-	-	1,048.50
Unwinding of discount (recognised in interest income)	-	-	-	-	-	-	-	-
Changes to contractual cash flows due to modifications not resultingin derecognition	-	-	-	-	-	-	-	-
Assets derecognised or matured(excludingwrite offs)	(1,048.50)	-	-	(1,048.50)	(3,046.75)	-	-	(3,046.75)
Closing balance	661.65	-	-	661.65	1,048.50	-	-	1,048.50

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For the year ended March 31, 2021 (contd.)

7e) Reconciliation of ECL balance is given below :

(i) Centrum Microcredit Limited

Reconciliation of impairment loss allowance

( ` in Lakhs)

As at 31st March, 2021	Exposure at default	Expected probability of default	Expected credit losses	Carrying amount net of impairment provision
Cash and cash equivalents
In deposit accounts (including interest accrued thereon) having original maturity less than three months	900.07	-	-	900.07
Bank balance other than cash and cash equivalents above
Fixed deposit accounts with maturity more than 3 months	59.92	0.03% - 0.91%	0.26	59.66
Fixed deposits pledged for bank overdraft facility, credit enhancement for loans or securityagainst the borrowings	2,049.03	0.03% - 0.91%	1.66	2,047.37

				(`in Lakhs)
As at 31st March, 2020	Exposure at default	Expected probability of default	Expected credit losses	Carrying amount net of impairment provision
Bank balance other than cash and cash equivalents above				-
Fixed deposit accounts with maturity more than 3 months	1,898.44	0.03% - 0.91%	1.38	1,897.06
Fixed deposits pledged for bank overdraft facility, credit enhancement for loans or securityagainst the borrowings	352.95	0.03% - 0.91%	0.24	352.71

(ii) Centrum Financial Services Limited

Particulars			As at March 31, 2021	As at March 31, 2021			As at March 31, 2020	As at March 31, 2020	As at March 31, 2020
	Stage 1		Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
ECL Allowance - Opening Balance		2.59	-	-	2.59	12.24	-	-	12.24
New Assets Originated or Purchased		0.13	-	-	0.13	2.59	-	-	2.59
Assets derecognised or repaid (excludingwrite offs)		(2.59)	-	-	(2.59)	(12.24)	-	-	(12.24)
Transfer to Stage 1		-	-	-	-	-	-	-	-
Transfer to Stage 2		-	-	-	-	-	-	-	-

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Particulars		As at March 31, 2021	As at March 31, 2021			As at March 31, 2020	As at March 31, 2020	As at March 31, 2020
	Stage 1	Stage 2	Stage 3	Total	Stage 1	Stage 2	Stage 3	Total
Transfer to Stage 3	-	-	-	-	-	-	-	-
Impact on year end ECL of Exposures transferred between Stages during the year and reversal of ECL on account of recovery	-	-	-	-	-	-	-	-
Unwindingof Discount	-	-	-	-	-	-	-	-
Changes to Contractual Cash Flows due to modification not resultinginto derecognition	-	-	-	-	-	-	-	-
Changes to models and inputs used for ECL Calculation	-	-	-	-	-	-	-	-
Amounts written off	-	-	-	-	-	-	-	-
ECL Allowance - Closing Balance	0.13	-	-	0.13	2.59	-	-	2.59

Note 8 : DERIVATIVE FINANCIAL INSTRUMENTS

Particulars Index derivatives TOTAL		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
	4,410.05	2,494.84
	4,410.05	2,494.84

The Group enters into derivatives for risk management purposes. Derivatives held for risk management purposes include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Company has elected not to apply hedge accounting requirements.

The table below shows the fair values of derivative financial instruments recorded as assets together with their notional amounts.

The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

either the market risk or credit risk.
Particulars			(`in Lakhs)
	As at March 31, 2021		As at 31 March, 2020
	Notional Amounts	Fair Value - Assets	Notional Amounts	Fair Value - Assets
Index derivatives:	2,881.25	4,410.05	3,048.86 3,048.86	2,494.84
Total derivative financial assets	2,881.25	4,410.05		2,494.84

Hedging activities and derivatives :

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk. The Group’s risk management strategy and how it is applied to manage risk are explained in Note 58.

Derivatives designated as hedging instruments :

The Group has not designated any derivatives as hedging instruments.

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_|**Particulars**<br>**As at**<br>**March 31, 2021**<br>**As at**<br>**March 31, 2020**|**Trade Receivables**|(i) Secured , considered good<br>698.22<br>883.84|(ii) Unsecured, considered good|From Others<br>3,024.24<br>5,333.72|From Related parties (refer related party disclosure note no 44.2)<br>16.39<br>19.50|Less: Impairment loss allowance<br>281.93<br>269.75|(iii) Credit Impaired<br>563.88<br>854.71|Less: Impairment loss allowance<br>563.88<br>854.71|**TOTAL**<br>**3,456.92**<br>**5,967.31**|Note 9(i) : TRADE RECEIVABLES|No trade or other receivable are due from directors or other officers of the Group either severally or jointly with any other person. Nor any|trade or other receivable are due from firms or private companies respectively in which any director is a partner,a director or a member.|Trade receivables are non-interest bearing and are generally on terms of 30 days.|_(_in Lakhs)|Trade receivables days past
1-30
31-60
61-90
91-120
121-150
151-180
181-210
211-240
241-270
271-300
301-330
331-
More
Total|due
days
days
days
days
days
days
days
days
days
days
days
365
than|past
past
past
days
365|due
due
due
days|ECL rate
1.05%
10.59%
0.40%
27.14%
14.06%
16.84%
22.33%
28.99%
0.00%
24.36%
36.13%
28.95%
100.00%||March 31,
Gross carrying
2,723.78
56.07
25.23 824.60
22.57
3.05
64.61
10.25
-
4.01
0.24
4.44 563.88 4,302.73|2021
amount||ECL-Simplified
(28.62)
(5.94)
(0.10) (223.82)
(3.17)
(0.51)
(14.43)
(2.97)
-
(0.98)
(0.09)
(1.29) (563.88) (845.80)|approach||Net carrying
2,695.16
50.13
25.13 600.78
19.39
2.54
50.18
7.28
-
3.03
0.16
3.15
(0.00) 3,456.93|amount||ECL rate
2.27%
5.15%
3.32%
10.92%
6.98%
19.13%
16.39%
25.63%
41.64%
17.01%
57.72%
64.79%
31.00%||March 31,
Gross carrying
3,240.94
196.30
30.85
115.49
31.76
23.79
159.99
276.48
11.18
196.54
40.13
11.13 2,757.21
7,091.77|2020
amount||ECL-Simplified
(73.70)
(10.11)
(1.02)
(12.61)
(2.22)
(4.55) (26.22)
(70.86)
(4.66)
(33.44)
(23.16)
(7.21) (854.71) (1,124.46)|approach||Net carrying
3,167.23
186.19
29.82
102.88
29.54
19.24
133.77
205.62
6.53
163.11
16.97
3.92 1,902.50 5,967.31|amount|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Reconciliation of impairment allowance on trade receivables :-

Particulars	(`in Lakhs) Amount
Impairment allowance measured asper simplified approach
Impairment allowance as at April 01, 2019 -	2,427.98
Add: Changes in allowances due to
Net remeasurement of loss allowance	(1,303.52)
Impairment allowance as at March 31, 2020	1,124.46
Add: Changes in allowances due to
Bad debts written off	(15.42)
Net remeasurement of loss allowance	(263.23)
Impairment allowance as at March 31, 2021	845.80

Note 10 : LOANS

Note 10 : LOANS
		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
A) Loans at amortised cost
Corporate and Retail Credit	218,945.73	198,767.88
Loans to relatedparties(Refer note 44.2)	2,473.87	1,636.70
Other Credit	9.85	26.69
Total(A) - Gross	221,429.45	200,431.26
(Less): Impairment loss allowance	3,039.47	2,312.05
Total(A) - Net	218,389.98	198,119.21
B) (i) Secured bytangible assets	98,685.65	89,275.90
(ii)Secured byintangible assets	-	-
(iii) Secured by book debts, inventories, fixed deposits and other bank/governmentguarantees	-	-
(iv)Unsecured	122,743.80	111,155.36
Total(Gross)	221,429.45	200,431.26
Less: Impairment loss allowance	3,039.47	2,312.05
Total(Net)	218,389.98	198,119.21
C) (i) Loans in India
- Public sector	-	-
- Others	221,429.45	200,431.26
Total(Gross)	221,429.45	200,431.26
Less: Impairment loss allowance	3,039.47	2,312.05
Total(Net) - C(i)	218,389.98	198,119.21
(i) Loans outside India	-	-
Less: Impairment loss allowance	-	-
Total(Net) - C(ii)	-	-
Total(Net) - C(i+ ii)	218,389.98	198,119.21

Note : For Credit quality of assets refer note 10.D

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10.D.1 Credit quality of Loans (`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total		191,571.72	6,269.62	1,944.85	-		645.07	200,431.26	10.D.2 Reconciliation of changes in gross carrying amount and corresponding ECL allowances for loans and advances to corporate and retail customers: The following disclosure provides stage wise reconciliation of the Company’s gross carrying amount and ECL allowances for loans and advances to corporates and retail customers. The transfers of financial assets represents the impact of stage transfers upon the gross carrying amount and associated allowance for ECL. The net remeasurement of ECL arising from stage transfers represents the increase or decrease due to these transfers. The ‘New assets originated /repayments received (net)’ represent the gross carrying amount and associated allowance ECL impact from transactions within the Company’s lending portfolio.
	Stage 3		-	91.42	1,944.85	-		645.07	2,681.34
	Stage 2		48.04	6,178.20	-	-		-	6,226.24
	Total Stage 1		191,523.68	-	-	-		-	191,523.68
			205,114.62	13,535.35	1,384.51	-		1,394.98	221,429.45
	Stage 3		-	292.60	1,384.51	-		1,394.98	3,072.09
	Stage 2		2,170.88	13,242.75	-	-			15,413.63
	Stage 1		202,943.74	-	-	-			202,943.74
		Internal rating grade	Low Risk/High Grade/Standard	Medium Risk/Standard Grade/Sub-standard	High Risk/Sub-standard Grade/Doubtul	Past due but not impaired/Loss Assets	Non- performing:	Individually impaired	Total

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_<br>**Particulars**<br>**As at March 31, 2021**<br>**As at March 31, 2020**|**Total**|<br>198,051.37|<br>393,481.91|(377,712.41)|(13,674.52)|<br>250.32|<br>34.59|||**200,431.26**|_(_in Lakhs)
As at March 31, 2020|Total|
2,016.76|
684.66|
(389.37)|
-|
-|
-|
-|
2,312.05|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||POCI|
-|
-|-|
-|
-|
-|||
-||POCI|
-|
-|
-|
-|
-|
-|
-|
-|
||Stage 3|
1,927.23|
213.43|(43.34)|
180.35|387.89|
15.86|||2,681.42||Stage 3|
967.02|
413.02|-|
-|
-|
-|
-|1,380.04|
||Stage 2|
1,109.82|
-|(533.25)|5,640.85|(9.89)|
18.71|||6,226.24||Stage 2|
3.40|
58.84|(0.01)|8.79|
-|
-|
-|
71.02|
||Stage 1|
195,014.32|393,268.48|(377,135.72)|
(19,495.72)|
(127.68)|
-|||
191,523.68||Stage 1|
1,046.33|
212.80|(389.36)|
(8.79)|
-|
-|-|
860.98|
||Total|200,431.26|130,676.86|(114,136.99)|
3,770.97|
1,117.14|
10.89|
-|
(440.68)|221,429.45||Total|
2,312.05|
1,923.55|
(1,031.58)|
-|
-|
-|
(164.57)|
3,039.47|
||POCI|
-|
-|-|
-|
-|
-|-|-|
-|2021|POCI|
-|
-|-|
-|
-|
-|-|
-|
||Stage 3|
2,681.34|
91.18|(522.25)|
331.72|
476.71|454.07||(440.68)|3,072.09|March 31,|Stage 3|1,380.04|
466.89|(236.12)|-|
-|45.13|(164.57)|1,491.37|
||Stage 2|
6,226.24|
2,467.31|(5,098.36)|
3,152.03|8,860.20|(193.79)|
-|
-|
15,413.63|As at|Stage 2|
71.02|
798.72|(673.70)|
(2.62)|34.93|
(45.13)|
-|
183.22|
||Stage 1|191,523.68|128,118.37|(108,516.37)|287.22|(8,219.77)|(249.39)|-|-|202,943.74|n below|Stage 1|860.98|657.94|(121.76)|2.62|(34.93)|-|-|1,364.88|
|||Gross carrying amount opening
balance|New Assets Originated or Purchased|Assets derecognised or repaid
(excluding write offs)|Transfer to Stage 1|Transfer to Stage 2|Transfer to Stage 3|Changes to Contractual Cash
Flows due to modification not
resulting into derecognition|Amounts written off|Gross carrying amount closing
balance|Reconciliation of ECL balance is give
Particulars||ECL Allowance - Opening Balance|New Assets Originated or Purchased|Assets derecognised or repaid
(excluding write offs)|Transfer to Stage 1|Transfer to Stage 2|Transfer to Stage 3|Amounts written off|ECL Allowance - Closing Balance|

237

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs) Name of the Body Corporate As at March 31, 2021 As at March 31, 2020	Total			110.84	264.53	3,220.63	92.29	20.28	453.70	522.01	4,684.27	-	4,684.27	4,684.27	8.18	4,676.09	Note:
	Others	(at cost)		110.84	-	-	-	-	-	-	110.84	-	110.84	110.84		110.84
	At Fair Value	Sub- total		-	264.53	170.00	92.29	20.28	453.70	522.01	1,522.80	-	1,522.80	1,522.80	8.18	1,514.62
		Through profit or loss		-	263.84	170.00	92.29	20.28	453.70	522.01	1,522.12	-	1,522.12	1,522.12	8.18	1,513.94
		Through OCI		-	0.68	-	-	-	-	-	0.68	-	0.68	0.68		0.68
	Amortised	Cost		-	-	3,050.63	-	-	-	-	3,050.63	-	3,050.63	3,050.63		3,050.63
	Total			105.99	522.62	3,544.64	1,837.16	1,038.44	32.32	721.33	7,802.50	-	7,802.50	7,802.50	19.40	7,783.09
	Others (at	cost)		105.99	-	-	-	-	-	-	105.99	-	105.99	105.99		105.99
		Sub- total		-	522.62	-	1,837.16	1,038.44	32.32	721.33	4,151.86	-	4,151.86	4,151.86	19.40	4,132.46
	t Fair Value	Through profit or loss		-	522.62	-	1,837.16	1,038.44	32.32	721.33	4,151.86	-	4,151.86	4,151.86	19.40	4,132.46
	A	Through OCI		-	-	-	-	-	-	-	-	-	-	-		-
	Amortised	Cost		-	-	3,544.64	-	-	-	-	3,544.64	-		-		-
			(a) Equity Instruments	-- Associates and Joint ventures	-- Others	(b) Debt Securities	(c) Preference Shares	(d) Units of Mutual Funds	(e) Government and Other securities	(f) Units of private equity	Total Gross (A)	Investments outside India	Investments in India	Total Gross (B)	Less : Impairment Loss allowance ('C)	Total Net D= (A-C)

238

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|i)
The table below shows the credit quality and the maximum exposure to credit risk based on the Company’s year-end stage
classification. The amounts presented are gross of impairment allowances.
(_in Lakhs)_<br>**Particulars**<br>**As at March 31, 2021**<br>**As at March 31, 2020**|**Total**||<br>3,050.63|<br>**3,050.63**|_(_in Lakhs)
As at March 31, 2020|Total|
2,812.96|
237.67|
-|
-|
-|
-|
-|
-|
3,050.63|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||Stage 3||
-|
-||Stage 3|
-|
-|
-|
-|
-|
-|
-|
-|
-|
||Stage 2||
-|
-||Stage 2|
-|
-|
-|
-|
-|
-|
-|
-|
-|
||Stage 1||
3,050.63|
3,050.63||Stage 1|
2,812.96|
237.67|
-|
-|
-|
-|
-|
-|
3,050.63|
||Total||
3,544.64|
3,544.64|tures:|Total|
3,050.63|
6,042.80|
-5,548.79|
-|
-|
-|
-|
-|
3,544.64|
||Stage 3||
-|
-|ts in Deben
ch 31, 2021|Stage 3|
-|
-|
-|
-|
-|
-|
-|
-|
-|
||Stage 2||
-|
-|investmen
As at Mar|Stage 2|
-|
-|-|
-|
-|
-|
-|
-|
-|
||Stage 1||3,544.64|3,544.64|ii)
Reconciliation of changes in gross carrying amount for
Particulars|Stage 1|3,050.63|6,042.80|(5,548.79)|-|-|-|-|-|3,544.64|
|||Performing|High grade|Total|||Gross carrying amount - opening balance|New assets originated or purchased|Assets derecognised or matured (excluding
write offs)|Transfer to Stage 1|Transfer to Stage 2|Transfer to Stage 3|Changes to contractual cash flows due to
modifications not resulting in derecognition|Amounts written off|Closing balance|

239

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total	10.07	0.70	-	-	-	-	-	-	-	(2.59)	-	8.18
	POCI	-	-	-	-	-	-	-	-	-	-	-	-
	Stage 3	-	-	-	-	-	-	-	-	-	-	-	-
	Stage 2	-	-	-	-	-	-	-	-	-	-	-	-
	Total Stage 1	10.07	0.70	-	-	-	-	-	-	-	(2.59)	-	8.18
		8.18	0.13	-	-	-	-	-	-	-	11.09	-	19.40
	POCI	-	-	-	-	-	-	-	-	-	-	-	-
	Stage 3	-	-	-	-	-	-	-	-	-	-	-	-
	Stage 2	-	-	-	-	-	-	-	-	-	-	-	-
	Stage 1	8.18	0.13	-	-	-	-	-	-	-	11.09	-	19.40
		ECL Allowance - Opening Balance	New Assets Originated or Purchased	Assets derecognised or repaid (excluding write offs)	Transfer to Stage 1	Transfer to Stage 2	Transfer to Stage 3	Impact on year end ECL of Exposures transferred between Stages during the year and reversal of ECL on account of recovery	Unwinding of discount	Changes to Contractual Cash Flows due to modification not resulting into derecognition	Changes to models and inputs used for ECL Calculation	Amounts written off	ECL Allowance - Closing Balance

240

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 12 : OTHER FINANCIAL ASSETS

( ` in Lakhs)

Note 12 : OTHER FINANCIAL ASSETS		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Securitydeposits	2,184.73	6,629.22
Advance forpurchase of sharespendingtransfer	100.00	100.00
Other financial assets	4,329.45	4,284.49
Less: Impairment loss allowance	209.78	118.73
TOTAL	6,404.40	10,894.99

NOTE 13 : CURRENT TAX ASSETS (NET)

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Advance Income Tax	4,559.44	5,638.40
[Net ofprovision for tax20,735.38/- Lakhs(Previous Year20,547.58/-Lakhs)]
TOTAL	4,559.44	5,638.40

NOTE 14 : INVESTMENT IN PROPERTY

NOTE 14 : INVESTMENT IN PROPERTY
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Property :	Building	Building
Gross carryingamount as at beginningof theyear	3,510.95	3,510.95
Additions duringtheyear
Adjustment*	3,510.95	-
Gross carrying amount as at end of theyear (A)	-	3,510.95
Accumulated Depreciation as at beginningof theyear	113.12	56.48
Depreciation duringtheyear	-	56.64
Adjustment*	113.12
Accumulated Depreciation as at end of theyear (B)	-	113.12
Net carrying amount	-	3,397.83

*During 2020-21, management has the intent to use to property for its own business purpose & hence investment property is transferred to PPE.

(i) Amounts recognised in Statement of profit or loss for investment properties

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Rental income from Investment Property	-	24.25
Less: Direct operating expense arising from Investment property that generated rental income duringtheyear	-	16.81
Profit from investmentproperties before depreciation	-	7.44
Depreciation charge for theyear	-	56.64
Profit from investmentproperties after depreciation	-	(49.20)

241

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

(ii) Notes

a. Contractual obligations

• The Subsidiary Company has no contractual obligations to purchase, construct or develop investment property. However, the responsibility for its repairs, maintenance or enhancements is with the Company.

b. Fair value

• The fair valuation of investment property as at March 31, 2021 Nil (March 31, 2020 is ` 3397.83 Lakhs)

c. Pledged details

• For March 2020, Investment property is pledged against Bank overdraft facility availed from Union Bank of India.

d. Estimation of fair value

• For March 2020, Cost is the fair value is based on the valuation report issued by an independent valuer.

e. Leasing arrangements

During 2019-20, Investment property is leased fully to tenants. Agreement provides for cancellation by either party or contain clause for escalation and renewal of agreements. The non-cancellable operating lease agreement is for a period of 3 years, However during 2020-21, the management has the intent to use to property now for its own business purpose.

NOTE 15 : PROPERTY, PLANT AND EQUIPMENT

|||||||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|---|---|---|---|
|Particulars|Leasehold
develop-
ment|
Building|Furni-
ture and
fixtures|
Vehi-
cles|Office
equip-
ments|
Comput-
ers hard-
ware|Electric in-
stallation &
equipment|
Air con-
ditioners|Total|
|Gross block- at cost||||||||||
|As at April 01, 2019|568.81|1,083.30|
335.12|
871.04|
417.66|
478.97|
3.22|
11.95|3,770.07|
|Additions duringtheyear|290.73|
-|
49.39|
130.16|
41.34|
83.12|
-|
-|
594.74|
|Disposals/adjustments/
deductions|(285.64)|-|
(0.37)|(2.65)|(3.33)|(20.07)|-|
-|(312.07)|
|As at March 31, 2020|573.89|1,083.30|
384.14|998.55|
455.67|
542.02|
3.22|
11.95|4,052.75|
|Additions duringtheyear|121.77||60.75|
10.54|
6.64|
39.72|
-|
-|
239.41|
|Disposals/adjustments/
deductions|(158.55)|3,397.83|
3.55|
(2.64)|(2.08)|(14.33)|-|
-|3,223.77|
|As at March 31, 2021|537.11|4,481.13|
448.44|1,006.45|
460.22|
567.40|
3.22|
11.95|7,515.92|
|Accumulated Depreciation||||||||||
|As at April 01, 2019|149.22|
35.98|
66.83|
130.21|
98.81|
187.89|
1.25|
2.00|
672.19|
|Additions duringtheyear|116.95|
18.09|
58.47|
110.53|
105.17|
147.20|
0.42|
1.79|
558.61|
|Disposals/adjustments/
deductions|(40.35)|-|
(0.03)|-|
(0.76)|(14.71)|-|
-|(55.86)|
|As at March 31, 2020|225.81|
54.07|
125.27|240.74|
203.21|
320.38|
1.67|
3.79|1,174.94|
|Additions duringtheyear|108.54|
74.57|
47.82|
119.42|
94.54|
126.53|
0.42|
1.51|
573.35|
|Disposals/adjustments/
deductions|(33.79)|-|
0.99|
(0.42)|0.00|
(10.09)|-|
-|
(43.32)|
|As at March 31, 2021|300.56|
128.64|
174.07|359.74|
297.76|
436.82|
2.08|
5.31|1,704.97|
|Net Block|-|
-|
-|
-|
-|
-|
-|
-|
-|
|As at March 31, 2020|348.08|1,029.23|
258.88|
757.81|
252.45|
221.64|
1.55|
8.16|2,877.80|
|As at March 31, 2021|236.55|4,352.49|
274.37|646.72|
162.46|
130.58|
1.14|
6.64|5,810.95|

Centrum Capital Limited Annual Report 2020-21

242

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

NOTE 16: CAPITAL WORK IN PROGRESS

Particulars	(`in Lakhs) Capital-work-in progress
Gross block- at cost
As at April 01, 2019	-
Additions duringtheyear	-
Disposals/adjustments/deductions	-
As at March 31, 2020	-
Additions duringtheyear	7.94
Disposals/adjustments/deductions	-
As at March 31, 2021	7.94
Accumulated Depreciation	-
As at April 01, 2019	-
Additions duringtheyear	-
Disposals/adjustments/deductions	-
As at March 31, 2020	-
Additions duringtheyear	-
Disposals/adjustments/deductions	-
As at March 31, 2021	-
Net Block	-
As at March 31, 2020	-
As at March 31, 2021	-

NOTE 17: RIGHT-OF-USE-ASSETS

NOTE 17: RIGHT-OF-USE-ASSETS
			(`in Lakhs)
Particulars	Vehicles	Office Premises	Total
Gross block- at cost
As at April 01, 2019	22.39	3,555.78	3,578.17
Additions duringtheyear	17.93	2,460.85	2,478.78
Disposals/adjustments/deductions	-	(744.79)	(744.79)
As at March 31, 2020	40.32	**5,271.85 **	5,312.17
Additions duringtheyear	-	1,015.84	1,015.84
Disposals/adjustments/deductions	(9.07)	(2,172.19)	(2,181.27)
As at March 31, 2021	31.25	4,115.49	4,146.74
Accumulated Depreciation
As at April 01, 2019	7.79	1,278.93	1,286.72
Additions duringtheyear	14.95	1,231.29	1,246.23
Disposals/adjustments/deductions	-	-	-
As at March 31, 2020	22.74	2,510.22	2,532.96
Additions duringtheyear	12.66	1,164.04	1,176.70
Disposals/adjustments/deductions	(7.88)	(1,186.58)	(1,194.46)
As at March 31, 2021	27.52	2,487.68	2,515.20
Net Block
As at March 31, 2020	17.58	2,761.63	2,779.21
As at March 31, 2021	3.73	**1,627.81 **	1,631.54

243

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

NOTE 18 : OTHER INTANGIBLE ASSETS

NOTE 18 : OTHER INTANGIBLE ASSETS
		(`in Lakhs)
Particulars	Computer Software	Total
Gross block- at cost
As at April 01, 2019	992.91	992.91
Additions during the year	206.07	206.07
Disposals/adjustments/deductions	(18.00)	(18.00)
As at March 31, 2020	1,180.98	1,180.98
Additions during the year	28.15	28.15
Disposals/adjustments/deductions		-
As at March 31, 2021	1,209.13	1,209.13
Accumulated Depreciation
As at April 01, 2019	116.70	116.70
Additions during the year	141.72	141.72
Disposals/adjustments/deductions	-	-
As at March 31, 2020	258.42	258.42
Additions during the year	169.16	169.16
Disposals/adjustments/deductions	-	-
As at March 31, 2021	427.58	427.58
Net book value :
As at March 31, 2020	922.56	922.56
As at March 31, 2021	781.55	781.55

Note 19 : OTHER NON-FINANCIAL ASSETS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Prepaid Expenses	281.01	255.42
Prepaidgratuity	-	38.36
Other Assets	1,385.79	1,404.44
TOTAL	1,666.80	1,698.22

Note 20 : DERIVATIVE FINANCIAL INSTRUMENTS

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Embedded derivatives on redeemable market linked debentures	17,178.14	6,026.88
Index derivatives	-	2,934.04
TOTAL	17,178.14	8,960.92

Note:

The Group enters into derivatives for risk management purposes. Derivatives held for risk management purposes include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Group has elected not to apply hedge accounting requirements.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts

The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

either the market risk or credit risk.
Particulars			(`in Lakhs)
	As at March 31, 2021		As at 31 March, 2020
	Notional Amounts	Fair Value - Liabilities	Notional Amounts	Fair Value - Liabilities
Embedded derivatives -market linked debentures	-	17,178.14	- 1,015.43 1,015.43	6,026.88
Index derivatives	-	-		2,934.04
Total derivative financial instruments	-	17,178.14		8,960.92

Hedging activities and derivatives :

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk. The Group’s risk management strategy and how it is applied to manage risk are explained in Note 58.

Derivatives designated as hedging instruments :

The Group has not designated any derivatives as hedging instruments.

NOTE 21 : TRADE PAYABLE

Particulars (i)total outstandingdues of micro enterprises and small enterprises (ii) total outstanding dues of creditors other than micro enterprises and small enterprises TOTAL		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
	5.41	5.94
	8,162.14	8,836.13
	8,167.55	8,842.07

The amounts due to Micro and Small Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Group. For disclosure pertaining to Micro and Small Enterprises refer note No.54)

245

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 22 : DEBT SECURITIES

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
At Amortised Costs
Redeemable non-convertible market linked debentures(Secured)
(i) PrivatelyPlaced(Unlisted) (Refer note 22.1)	30,492.47	32,854.44
(ii)PrivatelyPlaced(Listed) (Refer note 22.1)	54,290.94	45,300.33
Securitisation Liability (Secured) (Refer note 22.2)	4,302.23	-
Non-convertible debentures(Secured) (Unlisted) (Refer note 22.3)	9,104.43	10,137.52
Non-convertible debentures(Secured)(Listed) (Refer note 22.4)	24,075.54	-
Non-convertible debentures(Unsecured) (Refer note 22.5)	5,011.51	-
Compulsorilyconvertible debentures(Unsecured) (Refer note 22.6)	1,407.77	1,300.00
Commercialpaper(Unsecured) (Refer note 22.7)	975.82	-
Commercialpaper(Secured) (Refer note 22.8)	805.91	1,873.77
TOTAL(A)	130,466.62	91,466.06
Debt securities in India	130,466.62	91,466.06
Debt securities outside India	-	-
TOTAL(B)	130,466.62	91,466.06

Note : There is no debt security measured at FVTPL or designated FVTPL

22.1 Redeemable non-convertible market linked debentures (Secured)

• (i) Privately placed unlisted redeemable non-convertible debentures of ` 1,00,000 each

Terms of repayment

Privately placed unlisted redeemable non-convertible debentures of` Terms of repayment	1,00,000 each
		(`in Lakhs)
**Redeemable at par/premium (from date of the Balance Sheet) ***	As at March 31, 2021	As at March 31, 2020
Maturingbetween 48 to 60 months	-	-
Maturingbetween 36 to 48 months	11,700.41	-
Maturingbetween 24 to 36 months	-	-
Maturingbetween 12 to 24 months	4,039.97	14,591.35
Maturingupto within 12 months	14,752.09	18,263.09
Total	30,492.47	32,854.44

Nature of Security

Secured by first pari passu floating charge created on present and future business receivables and investments upto 100% of the value of debenture and identified immovable property as set out in the Debenture Trust Deed and also Secured by pari passu charge on 36,49,542 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company) held by Centrum Capital Limited

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

• (ii) Privately placed listed redeemable non-convertible debentures of ` 1,00,000 each

Privately placed listed redeemable non-convertible debentures of`1,0	0,000 each
		(`in Lakhs)
Redeemable at par/premium (from date of the Balance Sheet)*	As at March 31, 2021	As at March 31, 2020
Maturingbetween 48 to 60 months	-	-
Maturingbetween 36 to 48 months	-	2,622.88
Maturingbetween 24 to 36 months	7,121.48	21,468.99
Maturingbetween 12 to 24 months	35,472.01	3,314.79
Maturingupto within 12 months	11,697.45	17,893.67
Total	54,290.94	45,300.33

Nature of Security :

• i) Secured by i) Pari passu mortgage to be created over leasehold rights (to the extent of 210 sq ft of total sq ft of leasehold rights) in relation to leasehold property of Centrum Financial Services Limited (subsidiary company) located at Shop No.4, Rajalakshmi Nagar Layout, Mappedu- Mellnallathur Road, Erayarnangalam Village, Thiruvallur District, Pin code- 631 , and (ii) 1,02,14,000 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company ) held by Centrum Capital Limited value being ` 10,000.53 Lakhs valued at cost held by the company in its books of accounts as on March 31, 2019. and also Secured by pari passu charge on 36,49,542 Number of equity shares of Centrum Retail Services Limited (a subsidiary of the Company) held by Centrum Capital Limited.

• iii) Secured by first pari passu charge over present and future receivables with minimum security cover of 100% of the issued amount and identified immovable property.

• Note : The above mentioned debentures are secured, unlisted and listed, rated and unrated, non-convertible, principal protected, market linked debentures carrying variable interest rate which is linked to performance of specified indices over the tenure of the debentures. Hence, the interest rate/range cannot be ascertained.

22.2 Securitisation Liability

Terms of repayment

|Redeemable at par/premium (from date of the
Balance Sheet)
Maturing upto within 12 months
Sub-total
Less: Effective interest rate adjustment
Total|Interest|Repayment|(_in Lakhs)_<br>**Amount**|_(_in Lakhs)
Amount|
|---|---|---|---|---|
||Rate range|details|As at
March 31,
2021|As at
March 31,
2020|
||8.25%- 11%|Interest is
payable
monthly
basis &
Principal is
payable on
maturity|4302.23|-|
||||4302.23|-|
||||-|-|
||||4302.23|-|

Note : Securitisation Liability is secured by supply chain receivables and cash collateral

247

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

22.3 Non-convertible debentures (Secured-Unlisted)

Terms of repayment

( ` in Lakhs)

Redeemable at par/premium (from date of the Balance Sheet) Maturingbetween 48 to 60 months Maturingbetween 36 to 48 months Maturingbetween 24 to 36 months Maturingbetween 12 to 24 months Maturingupto within 12 months Sub-total Less: Effective interest rate adjustment Total	Interest	Repayment	Amount	Amount
	Rate range	details	As at March 31, 2021	As at March 31, 2020
	-	-	-	-
	12%-13%	Bullet	4,100.90	-
	-	-	-	-
	12%-13%	Quarterly	600.00	402.00
	12%-13%	Quarterly	4,572.00	9,881.00
			9,272.90	10,283.00
			(168.46)	(145.48)
			9,104.43	10,137.52

Nature of Security :

The facility is secured on a first and exclusive charge basis by way of hypothecation over the portfolio loans in such a way that the security cover is met. Further, the Group has provided additional security by way of cash collateral and corporate guarantee in certain cases.

22.4 Non-convertible debentures (Secured-Listed)

Terms of repayment

|Redeemable at par/premium (from date of the
Balance Sheet)
Maturing between 48 to 60 months
Maturingbetween 36 to 48 months
Maturing between 24 to 36 months
Maturingbetween 12 to 24 months
Maturing between 12 to 24 months
Maturing upto within 12 months
Maturingupto within 12 months
Sub-total
Less: Effective interest rate adjustment
Total|Interest|Repayment|(_in Lakhs)_<br>**Amount**|_(_in Lakhs)
Amount|
|---|---|---|---|---|
||Rate range|details|As at
March 31,
2021|As at
March 31,
2020|
||9%|Bullet
Repayment|3,500.00|-|
||||-|-|
||10.60%|Bullet
Repayment|1,000.00|-|
||11.50%|Quarterly|375.00|-|
||9.95%-10%|Quarterly & Bullet
Repayment|8,125.00|-|
||10%-10.25%|Quarterly & Bullet
Repayment|9,985.33|-|
||11.50%|Quarterly|1,125.00|-|
||||24,110.33|-|
||||(34.79)|-|
||||24,075.54|-|

Nature of Security :

The facility is secured on a first and exclusive charge basis by way of hypothecation over the portfolio loans in such a way that the security cover is met. Further, the Group has provided additional security by way of cash collateral and corporate guarantee in certain cases.

248

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

22.5 Non-convertible debentures (Unsecured)

Terms of repayment

( ` in Lakhs)

Redeemable at par/premium (from date of the Balance Sheet) Maturing between 48 to 60 months Maturingbetween 36 to 48 months Maturingbetween 24 to 36 months Maturingbetween 12 to 24 months Maturingupto within 12 months Sub-total Less: Effective interest rate adjustment Total	Interest	Repayment	Amount	Amount
	Rate range	details	As at March 31, 2021	As at March 31, 2020
	12%	Bullet Repayment	5,000.00	-
			-	-
			-	-
			-	-
	12.00%	Annually	11.51	-
			5,011.51	-
			-	-
			5,011.51	-

22.6 Compulsory convertible debentures (Unsecured)

Terms of repayment

( ` in Lakhs)

Redeemable at par/premium (from date of the Balance Sheet) Above 60 months Maturingbetween 48 to 60 months Maturingbetween 48 to 60 months Maturingbetween 36 to 48 months Maturingbetween 24 to 36 months Maturingbetween 12 to 24 months Maturing upto within 12 months Sub-total Less: Effective interest rate adjustment Total	Interest	Repayment details	Amount	Amount
	Rate range		As at March 31, 2021	As at March 31, 2020
	15%	"The earlier of: (a) Expiry of the tenor of the compulsorily convertible debentures; or (b) At the option of the holder of the compulsorily convertible debentures by issuing a notice of 7 (seven) working days to the Company."	-	500.00
	15%		607.77	500.00
	9%		-	-
	15%		500.00	-
	15%		-	300.00
	15%		300.00	-
	15%		-	-
			1,407.77	1,300.00
			-	-
			1,407.77	1,300.00

249

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

22.7 Commercial paper (Unsecured)

Tenure from Balance Sheet date Commercial Paper Issued Less: Unamortised Discount Total				(`in Lakhs)
	Interest Rate range	Repayment details	As at March 31, 2021	As at March 31, 2020
	13.00%	Bullet	975.82	-
			-	-
			**975.82 **	-

22.8 Commercial paper (Secured)

Tenure from Balance Sheet date Commercial Paper Issued Less: Unamortised Discount Total				(`in Lakhs)
	Interest Rate range	Repayment details	As at March 31, 2021	As at March 31, 2020
	7.74% to 7.75% ( For Mar 2020 : 8.50%)	11-12 Months	850.00	2,000.00
			(44.09)	(126.23)
			805.91	1,873.77

Note : Commercial paper are secured against receivables of the subsidiary company

Note 23 : BORROWINGS (OTHER THAN DEBT SECURITIES)

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
At Amortised cost
a) Term loan
(i)Secured
- from banks(Refer note 23(a)(i)	31,241.44	33,728.55
- from others(Refer note 23(a)(ii)	18,744.30	33,021.32
(ii)Unsecured
- from others(Refer note 23(a)(iii)	-	1,310.00
b) Loan repayable on demand
(i)Secured
- from banks(Refer note 23(b)	2,340.59	5,978.57
c) Loan from relatedparties
Unsecured(Refer note 44.2 and 23('c))	25.00	25.00
d) Securitisation liability (Secured) (Refer note 23(d)	2,550.79	768.38
e) Other Loans and advances
Unsecured
- Inter-corporate deposits (ICD’S) other than related parties (Refer note 23(‘e)	6,120.00	6,063.56
Total(A)	61,022.12	80,895.37
Borrowings in India	61,022.12	80,895.37
Borrowings outside India	-	-
Total(B)	61,022.12	80,895.37

Note : There is no borrowings measured at FVTPL or designated at FVTPL

250

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

The borrowings have not been guaranteed by directors or others and also the Group has not defaulted in repayment of principal and interest

a) Details of Term loans :

• (i) Terms of repayment in installments from banks (secured)

|||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|
|Tenure from Balance
Sheet date|Interest
Rate
range|Repayments details|As at
March 31,
2021|Repayments details|As at
March 31,
2020|
|Above 60 months|9.00% to
10.70%|Monthly|1,089.62|Monthly|1,087.58|
|Above 60 months|3.00% to
7.00%|Quarterly|425.00||-|
|Maturing between 48
to 60 months|9.00% to
11.00%|Monthly and quarterly|77.01|Monthly and quarterly|621.84|
|Maturing between 48
to 60 months|3.00% to
7.00%|Quarterly|300.00||-|
|Maturing between 36
to 48 months|9.00% to
11.00%|Monthly and quarterly|3,378.15|Monthly and quarterly|2,688.44|
|Maturing between 36
to 48 months|3.00% to
7.00%|Quarterly|710.00||-|
|Maturing between 36
to 48 months|6.90 % to
8.90%|Monthly|-|Monthly|9.04|
|Maturing between 24
to 36months|9.00% to
11.00%|Monthly and quarterly|4,508.96|Monthly and quarterly|5,683.70|
|Maturing between 24
to 36months|6.90 % to
8.90%|Monthly|9.04|Monthly|45.66|
|Maturing between 24
to 36months|3.00% to
7.00%|Quarterly|724.00||-|
|Maturing between 12 to
24months|14.00% to
15.00%|Monthly|-|Monthly|757.52|
|Maturing between 12 to
24months|13.00% to
14.00%|Monthly|259.23|Monthly|1,126.92|
|Maturing between 12 to
24months|9.00% to
11.99%|Monthly and quarterly|6,631.78|Monthly and quarterly|7,221.72|
|Maturing between 12 to
24months|3.00% to
7.00%|Quarterly|724.00||-|
|Maturing between 12 to
24months|6.90 % to
8.90%|Monthly|45.66|Monthly|63.98|
|Maturing upto within 12
months|14.00% to
15.00%|Monthly|-|Monthly|1,222.63|
|Maturing upto within 12
months|13.00% to
14.00%|Monthly|2,331.28|Monthly|1,907.69|
|Maturing upto within 12
months|12.00% to
13.00%|Monthly|495.83|Monthly|612.50|
|Maturing upto within 12
months|9.00% to
11.99%|Monthly and quarterly|8,143.31|Monthly and quarterly|11,012.13|

251

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

|||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|
|Tenure from Balance
Sheet date|Interest
Rate
range|Repayments details|As at
March 31,
2021|Repayments details|As at
March 31,
2020|
|Maturing upto within 12
months|6.90 % to
8.90%|Monthly|1,787.98|Monthly|58.97|
|Sub-total|||31,640.89||34,120.32|
|Add: Effective Interest
rate amortisation|||(399.45)||(349.27)|
|Add: Fair Market
Value adjustment on
acquisition|||||(42.50)|
|Less: Effective interest
rate adjustment|||||-|
|Total|||31,241.44||33,728.55|

(ii) Terms of repayment in installments from others (unsecured)

|||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|
|Tenure from Balance
Sheet date|Interest
Rate
range|Repayments details|As at
March 31,
2021|Repayments details|As at
March 31,
2020|
|Maturing between 48
to 60 months|7.67 % to
10.43%|-|-|-|-|
|Maturing between 36
to 48 months|7.67 % to
10.43%|Monthly|-|Monthly|0.79|
|Maturing between 24
to 36 months|13.00% to
14.00%|Quarterly|500.02|Quarterly|250.00|
|Maturing between 24
to 36 months|9.54%|Bullet and monthly|-|Bullet and monthly|41.73|
|Maturing between 24
to 36 months|7.67 % to
10.43%|Monthly|6.58|Monthly|4.50|
|Maturing between 12 to
24 months|9.00% to
11.99%|Monthly|41.73|Monthly|8.36|
|Maturing between 12 to
24 months|14.00% to
15.00%|Monthly|1,594.68|Monthly|2,917.33|
|Maturing between 12 to
24 months|13.00% to
14.00%|Monthly and quarterly|3,467.09|Monthly and quarterly|2,604.17|
|Maturing between 12 to
24 months|12.00% to
13.00%|Monthly|-|Monthly|-|
|Maturing between 12 to
24 months|7.67 % to
10.43%|Monthly|4.50|Monthly|78.54|
|Maturing upto within 12
months|9.00% to
13.99%|Monthly|326.69|Monthly|11,214.21|
|Maturing upto within 12
months|15.00% to
16.00%|Monthly|-|Monthly|262.50|

252

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

( ` in Lakhs)

Tenure from Balance Sheet date	Interest Rate range	Repayments details	As at March 31, 2021	Repayments details	As at March 31, 2020
Maturing upto within 12 months	14.00% to 15.00%	Monthly and quarterly	4,011.84	Monthly and quarterly	10,678.09
Maturing upto within 12 months	13.00% to 14.00%	Monthly and quarterly	8,635.17	Monthly and quarterly	4,253.01
Maturing upto within 12 months	12.00% to 13.00%	Monthly	211.96	Monthly	794.95
Maturing upto within 12 months	7.67 % to 10.43%	Monthly	34.36	Monthly	38.40
Sub-total			18,834.61		33,146.58
Add: Effective Interest rate amortisation			(90.33)		(184.12)
Add: Fair Market Value adjustment on acquisition					47.45
Less: Effective interest rate adjustment					11.42
Total			18,744.28		33,021.32

Nature of security of term loans from bank and others

Secured against investments and moveable assets and charge of Office property at Centrum House, on specific receivables of financing business inventories and corporate guarantee. The facility is secured on a first and exclusive charge basis by way of hypothecation over the portfolio loans in such a way that the security cover is met. Further, the Group has provided additional security by way of cash collateral and corporate guarantee in certain cases.

iii) Details of Term loans from others (unsecured):

|||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|
|Tenure from Balance Sheet
date|Interest
Rate
range|Repayments
details|As at
March 31,
2021|Repayments details|As at
March 31,
2020|
|Maturing between 48 to 60
months|-|Nil|-|These are repayable
on maturity as per
terms|-|
|Maturing between 36 to 48
months|-||-||-|
|Maturing between 24 to 36
months|-||-||-|
|Maturing between 12 to 24
months|-||-||-|
|Maturing upto within 12
months|6.00 % to
13.00%||-||1,310.00|
|Total|||-||1,310.00|

253

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

b) Loan repayable on demand :

• i) Loan repayable on demand from Banks (secured)

	Interest Rate range	Interest Rate range	Repayments	As at March 31, 2021	As at March 31, 2020
Particulars	As at March 31, 2021	As at March 31, 2020	details
Bank Overdraft	7 % to 12%	7 % to 12%	Repayable on demand	2,340.59	5,978.57
Total				2,340.59	5,978.57

Nature of security of loans repayable on demand from banks and others :

Secured against Fixed Deposits, Investment property and hypothecation of specific assets covered under hypothecation loan agreements

c) Loan from related parties (unsecured) :

||Interest Rate range|Interest Rate range|Repayments|Amount (**in Lakhs)**|**Amount (**in Lakhs)|
|---|---|---|---|---|---|
|Particulars|As at
March 31,
2021|As at
March 31,
2020|details|As at
March 31,
2021|As at
March 31,
2020|
|Unsecured Loan from related parties|Nil|Nil|Repayable
on demand|25.00|25.00|
|Total||||25.00|25.00|

d) Securitisation liability

Tenure from Balance Sheet date	Interest Rate range	Repayments details		(`in Lakhs)
			As at March 31, 2021	As at March 31, 2020
13-24 months	9.60%-11.44%	Monthly	103.95	14.95
upto 12 months	9.60%-11.44%	Monthly	2,446.83	753.43
Total			2,550.79	768.38

Nature of security

Securitisation liability represents the net outstanding value (net of investment in pass-through certificates) of the sale proceeds received by the Company from securitisation trust in respect of loan assets transferred by the Company pursuant to the deed of assignment. The quantum of Credit Enhancement (CE) is determined based on the pool rating requirement. The security is offered by way of First Loss Credit Enhancement (FLCE) in the form of cash collateral / fixed deposit placed with banks and / or Second Loss Credit Enhancement (SLCE) in the form of guarantee provided by third party as the case maybe.

254

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

e) Other Loans and advances (unsecured) :

Tenure from Balance Sheet date Interest Rate range	Repayments details		(`in Lakhs) Repayments details As at March 31, 2020
		As at March 31, 2021
Maturing between 48 to 60 months For March 31, 2020 9% to 13% : For March 31, 2021 9% to 13% Maturing between 36 to 48 months Maturing between 24 to 36 months Maturing between 12 to 24 months Maturing upto within 12 months Total	These are repayable on maturity as per terms	315.08	These are repayable on maturity as per terms 315.08
	-	-	- -
	-	-	- -
	-	-	- -
	These are repayable on maturity as per terms	5,804.92	These are repayable on maturity as per terms 5,748.48
		6,120.00	6,063.56

NOTE 24 : SUBORDINATED LIABILITIES

NOTE 24 : SUBORDINATED LIABILITIES
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Subordinated Liability-Unsecured	1,000.00	1,000.00
TOTAL	1,000.00	1,000.00
Subordinated liabilities in India	1,000.00	1,000.00
Subordinated liabilities outside India	-	-
Total	1,000.00	1,000.00

Terms of repayment

Terms of repayment
Tenure (from the date of the Balance Sheet)	Interest Rate range	Repayments details		(`in Lakhs)
			As at March 31, 2021	As at March 31, 2020
49-60 months	17%	Bullet	1,000.00	1,000.00
Sub-total			1,000.00	1,000.00
Less: Effective interest rate adjustment			-	-
Total			1,000.00	1,000.00

255

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 25 : OTHER FINANCIAL LIABILITIES

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Interest accrued on borrowings(other than debt instruments)	455.86	266.90
Interest accrued on debt instruments	8,790.64	9,136.92
Interest accrued on subordinated debts	1.18	5.38
Unpaid Dividend*	4.27	4.27
Other Payables
Expenses	900.79	995.01
Book overdraft from Banks	1,391.49	2,986.22
Payable to anchors	1,357.57	-
Payable to assignee	1,027.66	367.84
Others	1,784.98	803.69
Total	15,714.05	14,566.22

*There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Act as at the year end.

Note 26 : PROVISIONS

Note 26 : PROVISIONS
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Provision for Employee Benefits
Gratuity (Refer note 46)	452.63	236.22
Compensated Absences	284.42	319.46
Other Employee benefits	119.85	20.00
Provision for undrawn commitments	3.14	4.50
Total	860.04	580.18

Note 27 : OTHER NON-FINANCIAL LIABILITIES

Note 27 : OTHER NON-FINANCIAL LIABILITIES
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
StatutoryDues Payable	1,393.43	1,327.65
Advance from customers	339.37	100.58
Other non financial liabilities	388.36	504.18
Total	2,121.17	1,932.40

256

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 28 : EQUITY SHARE CAPITAL

28.1 Details of Equity Share capital

|Particulars|As at March 31, 2021|As at March 31, 2021|As at 31 March, 2020
Number of
shares(in Lakhs)
**in Lakhs**|**As at 31 March, 2020**<br>**Number of**<br>**shares(in Lakhs)**<br>in Lakhs|
|---|---|---|---|---|
||Number of
shares(in Lakhs)|**in Lakhs**|**Number of**<br>**shares(in Lakhs)**|in Lakhs|
|Authorised shares|||||
|Equityshares of1 each|7,500.00|7,500.00|7,500.00|7,500.00| |Issued, subscribed and fully paid-up<br>shares||||| |Equityshares of1 each fully paid up|4,160.33|4,160.33|4,160.33|4,160.33|
|Total Equity|4,160.33|4,160.33|4,160.33|4,160.33|

28.2 Terms and rights attached to equity shares

The Group has issued only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote per share. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting. The Group has not declared/ proposed any dividend in the current year and previous year.

In the event of liquidation of the Group, the holders of equity shares will be entitled to receive any of the remaining assets of the Group, after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

28.3 Reconciliation of the number of Equity shares and of Equity share capital amount outstanding at the beginning and at the end of the year

Particulars	Number (In Lakhs)	`in Lakhs
As at April 01, 2019	4,160.33	4,160.33
Issued duringtheyear	-	-
As at March 31, 2020	4,160.33	4,160.33
Issued duringtheyear	-	-
As at March 31, 2021	4,160.33	4,160.33

28.4 Details of Equity shareholders holding more than 5% shares in the group

Equity shareholders	As at March 31, 2021	As at March 31, 2021	As at 31 March, 2020 Number in Lakhs % holding	As at 31 March, 2020 Number in Lakhs % holding
	Number in Lakhs	% holding	Number in Lakhs	% holding
Businessmatch Services (India) Private Limited	1,343.99	32.30	1,343.99	32.30
JBCG AdvisoryServices Private Limited	233.39	5.61	-	-
Kaikobad Byramjee & Son Agency Private Limited	540.18	12.98	540.18	12.98
Praveen Kumar Arora	-	-	410.00	9.86

257

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

28.5 Shares reserved for issue under Employee Stock Option Scheme

Information relating to the Centrum Capital Limited Employee Stock Option Scheme (ESOS), including details regarding options issued, exercised and lapsed during the year and options outstanding at the end of the reporting period is set out in note 43.

Note 29 : OTHER EQUITY

Note 29 : OTHER EQUITY
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Capital Reserves	0.00	0.00
Securities Premium	20,892.03	20,892.03
Debenture redemption reserve	5,794.35	8,438.25
Share Option OutstandingAccount	1,337.78	1,016.77
Treasuryshares	(2,310.54)	(2,373.04)
ESOP Trust reserve	2,376.79	2,387.27
General reserve	4,417.05	1,696.20
StatutoryReserve u/s 45 IC	386.15	311.49
Special reserve u/s 29 C	279.10	61.42
Impairment Reserve	1,619.82	659.65
Capital Redemption Reserve	93.31	93.31
Capital Reserve on Consolidation	1,047.05	1,047.05
Retained Earnings	17,629.72	23,916.03
EquityComponent of Compound Financial Instrument	375.43	-
EquityInstruments through Other Comprehensive Income	(90.76)	(90.08)
Foreign exchange translation reserve	(57.58)	(42.29)
Total	53,789.70	58,014.04

30.1 Nature and purpose of other equity

Capital reserve

Capital reserve is created due to gift of 525,000 equity shares of Rap Media Limited.

Security premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

Debenture redemption reserve

The Companies Act, 2013 requires companies that issue debentures to create a debenture redemption reserve from annual profits until such debentures are redeemed. The Company is required to transfer a specified percentage (as provided in the Companies Act, 2013) of the outstanding redeemable debentures to debenture redemption reserve. The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures. On completion of redemption, the reserve may be transferred to General reserves.

Share Options outstanding account

The Employee Stock Options outstanding represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company and its subsidiaries in pursuance of the Employee Stock Option Plan.

General reserve

General reserve is a free reserve available for distribution subject to compliance with the Companies (Declaration and Payment of Dividend) Rules, 2014.

Statutory reserve u/s 45-IC of The Reserve Bank of India Act, 1934

The Company transfers a of sum of not less than twenty per cent of net profit of that year as disclosed in the statement of profit and loss to its Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934.

The conditions and restrictions for distribution attached to statutory reserves as specified in Section 45-IC(1) in The Reserve Bank of India Act, 1934:

• (1) Every non-banking financial Company (NBFC) shall create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

• (2) No appropriation of any sum from the reserve fund shall be made by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation shall be reported to the RBI within twenty-one days from the date of such withdrawal. Provided that the RBI may, in any particular case and for sufficient cause being shown, extend the period of twenty-one days by such further period as it thinks fit or condone any delay in making such report.

Special reserve u/s 29C of The National Housing Bank Act, 1987

In terms of Section 29C of the National Housing Bank Act, 1987 every housing finance institution which is a company is required to create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as disclosed in the profit and loss account before any dividend is declared. Housing Finance Companies (HFCs), are permitted to withdraw from the said reserve fund, the excess amount credited (in excess of the statutory minimum of 20%) in the previous years for any business purposes subject to suitable disclosure in the balance sheet and in the case of HFCs which have transferred only the statutory minimum in the previous years to selectively permit them to withdraw from the reserve fund onIy for the purpose of provisioning for nonperforming assets subject to the conditions that there is no debit balance in the profit and loss account and that the reason for such withdrawal are stated explicitly in the balance sheet

Impairment reserve

In line with the RBI Circular No. RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13th March, 2020, the Company has created provision for impairment on financial instruments and the excess of the provision prescribed under IRACP norms over and above the ECL as per the Ind AS 109 norms has been transferred to a separate Impairment Reserve through an appropriation from the net profit or loss for the year. This appropriation has been reflected in the statement of changes in equity under retained earnings. Further, the withdrawal from this reserve can be done only with prior permission of RBI.

Capital Redemption Reserve

The same has been created in accordance with provisions of Companies Act for the buyback of equity shares.

Capital Reserve on consolidation

Capital reserve represents reserves created pursuant to the business combination up to year end.

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Group’s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.

Equity Component of Compound Financial Instrument

The Company has issued Compound Financial Instrument amounting to ` 500 Lakhs which includes a liability component and an equity component. The equity component has been shown here.

Equity Instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The group transfers amounts from this reserve to retained earnings then the relevant equity securities are derecognised.

Foreign exchange translation reserve

The exchange differences arising out of year end translation of Group entities having functional currency other than Indian rupees is debited or credited to this reserve.

NOTE 30 : INTEREST INCOME

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Interest Income :
On Financial Assets measured at Amortised cost:
- onportfolio loans	25,151.01	28,620.84
- on debt instruments	303.72	433.43
On Financial Assets measured at FVTPL:
- on investments	-	96.94
On fixed deposits with banks	419.85	522.77
Other interest income	5,107.14	85.79
Total	30,981.72	29,759.76

NOTE 31 : FEES AND COMMISSION INCOME

NOTE 31 : FEES AND COMMISSION INCOME
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Syndication,commission and brokerage	12,681.84	10,813.31
AdvisoryIncome	174.79	527.63
Consultancyfees	1,057.16	1,577.99
Business Support Service Fees	1,184.20	1,191.17
Other Fees	1,487.65	942.49
Total	16,585.65	15,052.59

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Other Ind AS 115 disclosures- Revenue from contract with customers

Set out below is the disaggregation of the revenue from contracts with customers

Type of service		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Fees and Commission Income	16,585.65	15,052.59
Total revenue from contracts with customers :	16,585.65	15,052.59
Geographical markets
India	16,510.17	14,952.58
Outside India	75.48	100.02
Total revenue from contracts with customers	16,585.65	15,052.59
Timing of revenue recognition :
Services transferred atpoint in time	16,585.65	15,052.59
Services transferred overtime	-	-
Total revenue from contracts with customers	16,585.65	15,052.59

Note : The Company satisfies its performance obligations on completion of service with regards to investment banking, advisory and other fees. The payments on these contracts is due on completion of service, the contracts do not contain significant financing components and the consideration is not variable.

NOTE 32 : NET GAIN/(LOSS) ON FAIR VALUE CHANGES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Netgain/(loss)on financial instruments at FVTPL
On trading portfolio
- Equityinvestment	306.18	89.50
- Debt instrument and other investments	605.98	597.53
On non trading portfolio
- Equityinvestment	258.39	(277.27)
- Debt instrument and other investments	304.60	503.57
Net gain on derecognition of financial instruments under amortised cost category	738.86	304.99
Total Netgain on fair value changes	2,214.01	1,218.32
Fair value changes :
- Realised	1651.59	1,654.17
- Unrealised	562.43	(435.84)
Total Netgain on financial instruments at FVTPL	2,214.01	1,218.32

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

NOTE 33 : OTHER OPERATING INCOME

NOTE 33 : OTHER OPERATING INCOME
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Profit on sale on investments	-	687.43
Other fees income	240.53	265.32
Total	240.53	952.75
NOTE 34 : OTHER INCOME Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
On financial assets measured at amortised costs
Interest on advances	48.00	185.72
Interest on deposits with bank	228.36	295.60
Other interest income	213.87	76.79
On financial assets measured at fair value through profit or loss
Interest income on financial assets	1.00	1.00
Dividend income on EquityShares	-	16.24
Interest on income tax refund	318.95	1.66
Foreign exchangegain(net)	-	3.53
Gain on modification of leases	94.36	118.60
Other non operatingincome	388.08	365.28
Total	1,292.62	1,064.42

NOTE 35 : FINANCE COSTS

( ` in Lakhs)

Particulars	Year ended March 31, 2021	Year ended March 31, 2020
On financial liabilities measured at amortised cost:
Interest on debt securities	15,181.74	8,035.40
Interest on borrowings(other than debt securities)	7,738.47	10,125.39
Other interest expenses	297.21	450.73
Interest on Lease Liability	250.69	311.17
Interest on subordinate liability	334.19	339.81
Other borrowingcosts	40.58	625.22
Total	23,842.87	19,887.71

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 36 : IMPAIRMENT ON FINANCIAL INSTRUMNETS

( ` in Lakhs)

Note 36 : IMPAIRMENT ON FINANCIAL INSTRUMNETS		(`in Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Impairment on Financial Instruments measured at amortised cost
on loans	1,905.48	263.32
on undrawn commitments	(1.36)	3.56
on trade and other receivables	(206.70)	(1,209.67)
Total	1,697.43	(942.79)

Note 37 : EMPLOYEE BENEFITS EXPENSES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Salaries, wages and bonus	17,904.72	20,620.01
Employee share basedpayment expenses(Refer note no 43)	397.96	545.45
Contribution toprovident and other funds	1,256.68	1,217.89
Staff welfare expenses	87.77	232.66
Total	19,647.13	22,616.01

Note 38 : DEPRECIATION AND AMORTIZATION EXPENSES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Depreciation onproperty,plant and equipment	573.35	619.76
Amortisation of intangible assets	169.16	137.17
Depreciation on Right of use assets	1,176.70	1,246.23
Total	1,919.21	2,003.16

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 39 : OTHER EXPENSES

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Rent expenses	561.28	890.37
Rates and taxes	25.76	47.63
Electricityexpenses	60.77	91.43
Foreign exchange loss(Net)	2.63	0.44
Repair and maintenance	122.22	144.94
Computer and software expenses	549.43	549.55
Insurance	69.80	69.21
Advertisement andpublicity	-	7.84
Businesspromotion	251.17	373.17
Meetingand seminars	60.19	169.40
Subscription and membershipfees	230.41	151.14
Commission and brokerage	797.00	633.40
Travellingand conveyance	238.49	693.65
Vehicle expenses	76.36	105.06
Communication costs	155.15	146.90
Printingand stationery	45.65	96.46
Legal &professional charges	2,385.25	3,908.53
Office expenses	523.09	495.50
Director's sittingfees	190.00	181.45
Loss on sale of Property plant & equipment	0.77	0.93
Auditor's fees and expenses(Refer note 39.1)	123.33	104.38
Donation	-	3.48
CSR expenditure(Refer note 39.2)	55.26	44.17
PropertyPlant and Equipment written off	121.55	-
Miscellaneous expenses	762.18	1,107.39
Total	7,407.72	10,016.42

Note 39.1 : Auditor’s fees and expenses

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
As Auditor's :
StatutoryAudit fees	78.95	63.69
Limited Review	31.84	29.66
Certification Fees	11.87	9.35
Out of Pocket Expenses	0.67	1.70
Total	123.33	104.38

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 39.2 : Contribution for corporate social responsibility (CSR)

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
a) Gross amount required to be spent by groupduringtheyear	16.59	9.12
b) Amount spent duringtheyear
(i)Construction/acquisition of an asset	-	-
(ii)Onpurposes other than(i)above	55.26	44.17

*For the year FY 2016 to FY 2019 the group was in the process of identifying activities to be undertaken as specified in Schedule VII of the Act. Accordingly provision made towards CSR for following Financial years :

Particulars	(`in Lakhs) Amount
Financial Year 2016-17	6.78
Financial Year 2017-18	13.49
Financial Year 2018-19	14.78
	35.05

Note 40 : INCOME TAXES

40.1 The Components of income tax expense for the year ended March 31, 2021 and year ended March 31, 2020

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Current tax	562.86	270.95
Adjustment in respect of current income tax ofprioryears	175.69	(830.01)
Deferred tax relatingto origination and reversal of temporarydifferences	242.49	1,753.58
MAT	-	-
Income tax expense reported in statement ofprofit and loss	981.04	1,194.52
Current Tax	738.55	(559.06)
Deferred Tax	242.49	1,753.58
Income tax recognised in other comprehensive income(OCI)
Deferred tax related to items recognised in OCI duringtheyear:
- Fair value changes on equityinstruments through OCI	-	-
- Remeasurement of defined benefitplans	5.01	5.05
Income tax charged to OCI	5.01	5.05

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

40.2 Reconciliation of the total tax charge:

The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged at Indian corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s domestic tax rate for the year ended March 31, 2021 and March 31, 2020 is, as follows:

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Accounting profit before tax	(3,199.82)	1,266.10
Applicable StatutoryEnacted Income Tax Rate	26.00%	29.12%
Computed Tax Expense	(831.95)	368.69
Increase/(Reduction) in Taxes on account of
Items(Net) not deductible for Tax/not Liable to tax
Others	135.42	403.00
Income not subject to tax or chargeable at lower rate
Dividend Income	-	(7.23)
Capital receipt(net)	-	(896.48)
Capital Gain on sale of investments(net)	18.75	(200.18)
Different tax rates of subsidiaries	331.45	1,943.13
Effect of non-recognition of deferred tax asset	-	(62.85)
Tax losses and unabsorbed depreciation	607.94	443.77
Deduction u/s 36(1)(viii)of Income Tax Act, 1961	217.69	32.69
MAT Credit Entitlement	326.06	-
Tax expense relatingto earlieryears(net)	175.69	(830.01)
Income tax expense reported in the Statement of Profit and Loss	981.04	1,194.52

40.3 Deferred Tax

The following table shows deferred tax recorded in the balance sheet and changes recorded in the Income tax expenses

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Deferred tax assets
Expenses allowable under section 43B of the Income Tax Act, 1961 on payment basis	220.66	388.08
Impairment allowance for financial assets	1,014.66	1,109.65
Fair valuation of financial instruments	149.64	449.85
Employee benefit obligations	178.22	94.86
MAT credit entitlement	2,824.04	2,963.08
Effective interest rate on financial assets	286.30	247.41
Leases impact, net- ROU and lease liabilities	2.23	64.72

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Tax(losses)/benefit carryforwards, net	1,635.58	921.03
Goodwill	33.44	33.44
Others	62.31	47.37
Deferred tax assets(A)	6,407.09	6,319.48
Deferred tax liabilities
Fair valuation of financial instruments	410.02	-
Property,plant and equipment	480.64	322.81
Effective interest rate on financial liabilities	316.35	457.57
Fair valuation of derivatives	-	64.82
Others	53.40	90.12
Deferred tax liabilities(B)	1,260.41	935.33
Deferred tax assets(net) [(A)- (B)]	5,146.68	5,384.15

Deferred tax liabilities(B) Deferred tax assets(net) [(A)- (B)]			1,260.41 935.33 5,146.68 5,384.15	1,260.41 935.33 5,146.68 5,384.15
Particulars	Year ended March 31, 2021		Year ended March 31, 2020 Income Statement OCI
	Income Statement	OCI	Income Statement	OCI
Deferred tax assets
Expenses allowable under section 43B of the Income Tax Act, 1961 on payment basis	167.42		210.86
Impairment allowance for financial assets	94.99		163.63
Fair valuation of financial instruments	300.21		(53.23)
Employee benefit obligations	(78.35)	5.01	21.07	5.05
MAT credit entitlement	139.03		732.72
Effective interest rate on financial assets	(38.89)		(105.71)
Leases impact, net - ROU and lease liabilities	62.48		(24.67)
Tax(losses)/benefit carryforwards,net	(714.55)		527.34
Goodwill adjustments	-		3.52
Others	(14.94)		204.39
Deferred tax assets(A)	(82.59)	5.01	1,679.92	5.05
Deferred tax liabilities
Fair valuation of financial instruments	(410.02)		-
Property, plant and equipment	(157.83)		4.39
Effective interest rate on financial liabilities	141.22		(124.49)
Fair valuation of derivatives	64.82		5.84
Others	36.72		40.59
Deferred tax liabilities(B)	(325.08)		(73.66)
Total(net) [(A)- (B)]	242.49	5.01	1,753.58	5.05

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 41: Earning per share (EPS)

Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equity holders of Company by the weighted average number of equity shares outstanding during the year.

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Netprofit/(loss)attributable to ordinaryequityholders(A)	(4,687.19)	1,444.62
Weighted average number of equityshares for basic EPS(in) (B)	4,160.33	4,160.33
Weighted average number of equityshares for diluted EPS(in) (C)	4,160.33	4,160.33
Basic earningsper equityshare(face value of`1per share) (A/B)	(1.13)	0.35
Diluted earningsper equityshare(face value of`1per share) (A/C)	(1.13)	0.35

Note 42: Exceptional Items

Note 42: Exceptional Items
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Profit/ (Loss)on Sale of Investments in subsidiarycompanies	-	(1.73)
Gain on sale of debt tradingbusiness	-	3,050.49
Forfeiture of upfront subscription on share warrants	-	3,750.00
Exceptional Income	-	6,798.76

Note 43: EMPLOYEE STOCK OPTION PLAN

43.1 Employee Stock Option Plan

The Group has recognised share-based payment expenses for the years ended March 31, 2021 and March 31, 2020 based on fair value as on the grant date calculated as per option pricing model. The grants represent equity-settled options under the Employee Stock Options Plans (hereinafter referred to as ESOP 2017, ESOP 2018, CFSL ESOP, CHFL ESOP, CML EIS Schemes or ESOP’s).

The Company has granted ESOP’s to its employees and also to employee of group companies. The Company has two employees stock option schemes viz. CCL Employee Stock Option Scheme 2017 and CCL Employee Stock Option Scheme 2018 as tabulated below. Further, CFSL has also granted ESOP to its employees under two employees stock option schemes viz. CFSL ESOP Scheme I and CFSL ESOP Scheme II , CHFL has also granted ESOP to its employees under employees stock option scheme viz. CHFL ESOP Schemes and CML has also granted ESOP to its employees under two employees stock option schemes viz. CML Employee Incentive Scheme - Series I, CML Employee Incentive Scheme - Series II & CML Employee Incentive Scheme - Series III

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

a) Centrum Capital Limited : CCL ESOP SCHEMES :-

CCL Employee Stock Option Scheme 2017

The Scheme was approved by Shareholders on August 31, 2017 for grant of stock options and all the granted Options Shall Vest with the Participant on the last day of the of 1[st] year from the Grant date

CCL Employee Stock Option Scheme 2018

The Scheme was approved by Shareholders on March 29, 2018 for grant of stock options and below are vesting requirements:

Sr. No.	Particulars	Maximum options entitled for vesting
1	At the end of Year 1 from the Grant date	20 (Twenty)% of total optionsgranted
2	At the end of Year 2 from the Grant date	20 (Twenty)% of total optionsgranted
3	At the end of Year 3 from the Grant date	20 (Twenty)% of total optionsgranted
4	At the end of Year 4 from the Grant date	20 (Twenty)% of total optionsgranted
5	At the end of Year 5 from the Grant date	20 (Twenty)% of total optionsgranted

The details of activity under the both Scheme (Face value of ` 1/- each) are summarized below:

Particulars	Number of Options for year ended	Number of Options for year ended
	March 31, 2021	March 31, 2020
Scheme 2017 : Face value of`1 each
Exercise price	Refer Note A below	Refer Note A below
Options outstandingas at beginningof theyear	1,300,000	1,300,000
Add: Granted	-	500,000
Less: Exercised	500,000	500,000
Less: Forfeited/Cancelled	-	-
Less: Lapsed	-	-
Option outstanding end of theyear	800,000	1,300,000
Exercisable at the end of theyear	800,000	800,000
Scheme 2018 : Face value of`1 each
Exercise price	Refer Note A below	Refer Note A below
Option outstandingas at beginningof theyear	3,800,000	1,650,000
Add Granted	-	2,150,000
Less: Exercised	-	-
Less: Forfeited/Cancelled	-	-
Less: Lapsed	-	-
Option outstanding as at end of theyear	3,800,000	3,800,000
Exercisable at the end of theyear	1,090,000	330,000

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note A:

Note A:
Particulars	Scheme 2017	Scheme 2018
Exercise price/Pricing Formula	The Exercise Price for the Options granted shall be `12.50 per share	The Exercise Price for the Options granted shall be decided by the Board/Committee/ Trust, in such manner, during such period, in one or more tranches and on such terms and conditions as it may deem fit, provided that the exercise price per option shall not be less than the face value of the equity share of the Company and shall be subject to compliance with the accounting policies under the regulations as maybe applicable.
Total number of stock options approved (total shares lyingwith the Trust)	24,581,160	24,581,160
Maximum term of stock optionsgranted	5years	5years
Source of shares (primary, secondary or combination)	Secondary	Secondary
Date ofgrant	Various Dates	Various Dates
Total Number of optionsgranted	1,800,000	3,800,000
Method of settlement	Equity	Equity
Total Number of Granted but not vested	Nil	2,710,000
Vested but not exercised	800,000	1,090,000
Exercise period	5 Years from each grant date	5 Years from each grant date
Weighted average share price at the date of exercise for stock options exercised duringtheyear	NA	NA

Details of Options granted:
Particulars		Scheme 2017				Scheme 2018
Grant Date	Sept 17, 2019	Oct 1 2018	Apr 12, 2018	July 26 , Sept 17 and 20,2019	Aug 29, 2018	Dec 14, 2018
Number of Optionsgranted	500,000	500,000	1,200,000	2,150,000	1,000,000	750,000
Number of Options forfeited/Cancelled	-	-	400,000	-	100,000	-
Number of optionsgranted(net)	500,000	500,000	800,000	2,150,000	900,000	750,000
Range of Risk free interest rate	6.46%	8.04%	7.32%	-	8.14% -8.31%	7.35% -7.50%
Dividendyield	0.16%	0.08%	0.08%	-	0.08%	0.08%
Expected volatility	20.05%	21.16%	19.84%	-	25.19%	17.24% -21.75%
Exercise price (`)	12.5	12.5	12.5	Not yet determined	27.75	29.00
Fair value of option (`)	15.39	27.5	52.58	Not yet determined	10.1 to 14.64	17.87 to 22.74
No. of years vesting	on the last day of the of 1styear from the Grant date			As per vesting schedule described above

Vesting of options is subject to continued employment during the vesting period.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

B) Centrum Financial Services Limited : CFSL ESOP SCHEMES :-

Particulars	Scheme I	Scheme I	Scheme I	Scheme I	Scheme II	Scheme II	Scheme II
Date of grant	03 April 2018	20 June 2018	14 October 2019	05 August 2020	20 June 2018	05 January 2021	29-Jan-21
Date of board approval	22 March 2018	22 March 2018	22 March 2018	22 March 2018	22 March 2018	22 March 2018	22 March 2018
Date of Shareholder’s approval	02 April 2018	02 April 2018	02 April 2018	02 April 2018	02 April 2018	02 April 2018	02 April 2018
Number of optionsgranted	1,681,031	600,000	129,356	1,515,000	545,000	767,000	112,500
Method of settlement	Equity	Equity	Equity	Equity	Equity	Equity	Equity
Vesting period	4 Years	4 Years	4 Years	4 Years	5 Years	5 Years	5 Years
Weighted average remaining contractual life (Vesting period)	4 Years	4 Years	4 Years	4 Years	5 Years	5 Years	5 Years
Granted but not vested	1,681,031	600,000	129,356	1,515,000	545,000	767,000	112,500
Vested but not exercised	-	-	-	-	-	-	-
Weighted average share price at the date of exercise for stock options exercised during theyear	NA	NA	NA	NA	NA	NA	NA
Exerciseperiod	4 Years	4 Years	4 Years	8 Years	5 Years	9 Years	9 Years
Weighted Average Fair value of options (granted but not vested)as ongrant date	24.20	24.42	22.87	22.87	24.80	25.93	25.93

The estimated fair value of options was calculated by applying Black and Scholes Model. Below mentioned are the model inputs used for calculating estimated fair value.

Particulars	Scheme I	Scheme I	Scheme I	Scheme I	Scheme II	Scheme II	Scheme II
Range of Risk free interest rate	7.55%	8.06%	6.75%	8.18%	7.98%	6.13%	6.13%
Dividendyield	0%	0%	0%	0%	0%	0%	0%
Expected volatility	16.16%	17.00%	17.74%	56.50%	16.06%	55.74%	55.74%

Vesting of options is subject to continued employment during the vesting period.

The details of activity under the both Scheme (Face value of ` 10/- each) are summarized below:

Particulars	Number of Options for year ended	Number of Options for year ended
	March 31, 2021	March 31, 2020
Scheme-I : Face value of`10 each
Exerciseprice`10 each
Options outstandingas at beginningof theyear	2,225,387	2,151,031
Add: Granted	1,515,000	129,356
Less: Exercised	-	-
Less: Forfeited	-	-
Less: Lapsed	(225,000)	(55,000)

271

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Particulars	Number of Options for year ended	Number of Options for year ended
	March 31, 2021	March 31, 2020
Option outstanding end of theyear	3,515,387	2,225,387
Exercisable at the end of theyear	-	-
Scheme-II : Face value of`10 each
Exerciseprice`10 each
Option outstandingas at beginningof theyear	545,000	545,000
Add Granted	879,500	-
Less : Exercised	-	-
Less: Forfeited	-	-
Less: Lapsed	(345,000)	-
Option outstanding as at end of theyear	1,079,500	545,000
Exercisable at the end of theyear	-	-

c) Centrum Housing Limited : CHFL ESOP SCHEMES :-

c) Centrum Housing Limited : CHFL ESOP SCHEMES :-
Particulars	Number of Options for the year ended
	March 31, 2021	March 31, 2020
Outstandingat the beginningof theyear	7,344,999	-
Add: Granted duringtheyear	-	7,774,999
Less: Exercised and shares allotted duringtheyear	-	-
Less: Vested and exercisable	-	150,000
Less: Forfeited/Cancelled duringtheyear	-	280,000
Less: Lapsed duringtheyear	295,000	-
Outstandingat the end	7,050,000	7,344,999

Details of Options granted during the current and previous financial year based on the granted vesting and fair value of the options are as under:

Tranches	% of Option to be vested	No. of Options Granted For the year ended	No. of Options Granted For the year ended	Vesting date For the year ended	Vesting date For the year ended	Fair Value per Option For the year ended	Fair Value per Option For the year ended
		March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
ESOP 2018 :
Series I Tranche 1	0%	-	3,045,000	31/3/2022	31/3/2022	4.76	4.76
Series II Tranche 1	0%	-	730,000	31/3/2023	31/3/2023	4.76	4.76
Series I Tranche 2	0%	-	1,999,999	6/5/2022	6/5/2022	4.77	4.77
Series I Tranche 3	0%	-	2,000,000	30/8/2022	30/8/2022	4.65	4.65

272

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

The following table summarizes the assumptions used in calculating the grant date fair value:

Tranches	Life of the Option (in year) For the year ended	Life of the Option (in year) For the year ended	Risk free interest rate For the year ended	Risk free interest rate For the year ended	Volatility For the year ended	Volatility For the year ended	Dividend yield For the year ended	Dividend yield For the year ended
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
ESOP 2018 :		8.00 8.00 8.00 8.00
Series I Tranche 1	8.00		7.48%	7.48%	20.43%	20.43%	0.10%	0.10%
Series II Tranche 1	8.00		7.48%	7.48%	20.43%	20.43%	0.10%	0.10%
Series I Tranche 2	8.00		7.53%	7.53%	20.46%	20.46%	0.10%	0.10%
Series I Tranche 3	8.00		6.67%	6.67%	23.36%	23.36%	0.10%	0.10%

d) Centrum Microcredit Limited : CML ESOP SCHEMES :-

EMPLOYEES INCENTIVE SCHEME (EIS)

This scheme “the CML Employee Incentive Scheme” (“CML EIS” or “the Scheme”) forms a part of the CML Employees Incentive Plan (“CML EIP” or “the Plan”), as amended from time to time.

The "Scheme" has been approved in the following manner:

Scheme	Date of approval by board via special resolution	Date of which scheme has been notified to the board 26thApril,2019 26thApril,2019 20thAugust,2020
CML Employee Incentive Scheme - Series I	22ndMay,2019
CML Employee Incentive Scheme - Series II	22ndMay,2019
CML Employee Incentive Scheme - Series III	18thSeptember,2020

a. The Company has provided following share based options to its employees:

Particulars	CML EIS - Scheme I	CML EIS - Scheme II	CML EIS - Scheme III
Date of thegrant	8/11/2019	8/11/2019	20/11/2020
Date of board meeting, where the EIS Plan was approved	26/4/2019	26/4/2019	20/8/2020
Date of committee meeting where grant of options were approved	5/11/2019	5/11/2019	11/5/2020
Date of shareholders' approval	22/5/2019	22/5/2019	18/9/2020
No. of optionsgranted	16,00,000	6,50,000	7,50,000
Method of settlement	Equity	Equity	Equity
Vesting conditions	The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the Scheme.
Vesting period (Years)	4	5	20% every year for 5 years
Exerciseperiod(Years)	4	4	3

273

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Details of Vesting and Exercise of Options

Details of Vesting and Exercise of Options
Scheme	No of options exercised
CML EIS - Scheme I	-
CML EIS - Scheme II	-
CML EIS - Scheme II	-

i. The details of EIS Schemes are summarised below:

|Particulars|CML EIS -
No. of
Options|For the year ended March 31, 2021
Scheme I
CML EIS - Scheme II
CML EIS - Scheme III
Weighted
average
exercise
price(**)**<br>**No. of**<br>**Options**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)
No. of
Options
Weighted
average
exercise
price(**)**|**For the year ended March 31, 2021**<br>**Scheme I**<br>**CML EIS - Scheme II**<br>**CML EIS - Scheme III**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)
No. of
Options
Weighted
average
exercise
price(**)**<br>**No. of**<br>**Options**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)|For the year ended March 31, 2021
Scheme I
CML EIS - Scheme II
CML EIS - Scheme III
Weighted
average
exercise
price(**)**<br>**No. of**<br>**Options**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)
No. of
Options
Weighted
average
exercise
price(**)**|**For the year ended March 31, 2021**<br>**Scheme I**<br>**CML EIS - Scheme II**<br>**CML EIS - Scheme III**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)
No. of
Options
Weighted
average
exercise
price(**)**<br>**No. of**<br>**Options**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)|For the year ended March 31, 2021
Scheme I
CML EIS - Scheme II
CML EIS - Scheme III
Weighted
average
exercise
price(**)**<br>**No. of**<br>**Options**<br>**Weighted**<br>**average**<br>**exercise**<br>**price(**)
No. of
Options
Weighted
average
exercise
price(`)|
|---|---|---|---|---|---|---|
|Outstanding
options at the
beginning of the
year|1,300,000|10.00|250,000|10.00|-|-|
|Granted during
theyear|300,000|10.00|400,000|10.00|750,000|10.00|
|Forfeited during
theyear|-|-|(75,000)|-|-|-|
|Exercised during
theyear|-|-|-|-|-|-|
|Number of shares
arising as a result
of exercise of
options|-|-|-|-|-|-|
|Outstanding
options at the end
of theyear|1,600,000|10.00|575,000|10.00|750,000|10.00|
|Exercisable at the
end of theyear|-|-|-|-|-|-|
|Weighted average
fair value of
the options
exercisable|1,600,000|4.20|575,000|4.94|750,000|3.20|

ii. Weighted average exercise price of option during the year ended 31[st] March, 2021: 10.00 (31[st] March, 2020: 10)

274

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

iii. The detail of exercise price for stock option at the end of the financial year 2020-21 is:

Series	Range of exercise price	No. of options outstanding for exercise	Weighted average remaining contractual life of options (in Years)	Weighted average exercise price
CML - EIS: Series I	10.00per option|1,600,000|7|10.00
CML - EIS: Series II	10.00per option|575,000|8|10.00
CML - EIS: Series III	10.00per option|750,000|8|10.00

iv. The fair value of the options granted is determined on the date of the grant using the “Black-Scholes option pricing model” with the following assumptions, as certified by an independent valuer:

|Particulars|Grant Date |Share Price
as on grant
date (**per**<br>**share)**|**Exercise**<br>**Price**<br>**(**per
share)|Expected
Volatility
Annualised
Volatility %|Expected
Life in
Years
Risk-free
interest rate
(based on
Government
Bonds)
Fair vale
as on
grant date
(`per
share)|
|---|---|---|---|---|---|
|CML - EIS: Series I||||||
|Vesting date
08 November,2023|8/11/2019|10|10|17.23%|8
6.82%
4.44|
|Vesting date
08 November,2022|8/11/2019|10|10|18.41%|7
6.84%
4.13|
|Vesting date
30 June,2023|26/11/2020|10|10|21.55%|7
5.76%
3.81|
|CML - EIS: Series II||||||
|Vesting date
08 November,2024|8/11/2019|10|10|20.67%|9
6.75%
4.94|
|Vesting date
30 June,2023|26/11/2020|10|10|21.55%|7
5.76%
3.81|
|CML - EIS: Series III||||||
|Vesting date
20 November,2021|20/11/2020|10|10|14.95%|4
4.76%
2.16|
|Vesting date
20 November,2022|20/11/2020|10|10|13.87%|5
5.06%
2.55|
|Vesting date
20 November,2023|20/11/2020|10|10|14.33%|6
5.70%
3.15|
|Vesting date
20 November,2024|20/11/2020|10|10|19.81%|7
5.80%
3.86|
|Vesting date
20 November,2025|20/11/2020|10|10|19.76%|8
5.94%
4.26|
|Vesting date
22 February,2022|22/2/2021|10|10|7.75%|4
5.64%
2.06|
|Vesting date
22 February,2023|22/2/2021|10|10|11.23%|5
5.77%
2.64|

275

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

|Particulars|Grant Date |Share Price
as on grant
date (**per**<br>**share)**|**Exercise**<br>**Price**<br>**(**per
share)|Expected
Volatility
Annualised
Volatility %|Expected
Life in
Years
Risk-free
interest rate
(based on
Government
Bonds)
Fair vale
as on
grant date
(`per
share)|
|---|---|---|---|---|---|
|Vesting date
22 February,2024|22/2/2021|10|10|20.32%|6
6.17%
3.63|
|Vesting date
22 February,2025|22/2/2021|10|10|28.05%|7
6.31%
4.54|
|Vesting date
22 February,2026|22/2/2021|10|10|28.35%|8
6.46%
4.96|

The Index value of CNX NIFTY for Finance sector as available on the stock exchange had been used to draw the volatility for the purpose of fair value calculation.

43.2 Share Based Payment expenses

Other Information regarding employee share based payment plan is as below:

|Particulars|(_in Lakhs)_<br>**for the year ended**|_(_in Lakhs)
for the year ended|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Carrying amount at the start of the period of Share Option Outstanding
Account|1,016.77|608.80|
|Expense arisingfrom employee share basedpaymentplans|397.96|545.45|
|Amount transferred to general reserve on account of ESOP Exercised
duringtheyear|(76.95)|(137.50)|
|Total carrying amount at the end of the period of Share Option
Outstanding Account|1,337.78|1,016.77|

276

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 44: RELATED PARTY

44.1. Related Party Disclosure

Relationship

Name of the party

• A. Related parties with whom the Company has entered into transactions during the year:

• (i) Enterprise where Key Management Personnel / Individual has Control / Significant Influence

• (ii) Individual having significant influence

Businessmatch Services (India) Private Limited Sonchajyo Investments & Finance Private Limited JBCG Advisory Services Private Limited BG Advisory Services LLP Casby Global Air Private Limited Vishwaroop Residency Private Limited Thrill Park Limited Nanikrami Agro Private Limited Club 7 Holidays Limited

Mr. Chandir Gidwani, Chairman Emeritus (Non- Executive Director)

• B. List of Related Parties

• (i) Joint Ventures

• (ii) Associates

• (iii) Key Management Personnel

Centrum REMA LLP (Subsidiary of Centrum Alternatives LLP) (upto February 18, 2021)

Acorn Fund Consultants Private Limited

Mr. Jaspal Singh Bindra, Executive Chairman

Mr. Sriram Venkatasubramanian, Chief Financial Officer Mr. Alpesh Shah, Company Secretary

• (iv) Directors

Mr. Rajasekhara Reddy, Independent Director

• Mr. Subhash Kutte, Independent Director

Mr. Manmohan Shetty, Independent Director

Mr. Narayan Vasudeo Prabhutendulkar, Independent Director

Ms. Anjali Seth, Independent Director

Mrs. Mahakhurshid Byramjee, Non-Executive Director

Mr. Rishad Byramjee, Non-Executive Director

Mr. Ramchandra Kasargod Kamath, Non-Executive Director

Mr. Rajesh Nanavaty, Non-Executive Director

Mr. Subrata Kumar Atindra Mitra, Independent Director

Mr. Tejendra Mohan Bhasin, Independent Director (upto October 09, 2020)

Mr. Rajesh Kumar Srivastava , Independent Director

• (vi) Relatives of Key Management Personnel

Mrs. Roopa V Sriram, Wife of Chief Financial Officer

Mr. Amritpal Singh Bindra ( Son of Executive Chairman)

277

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total FY 2020-21 FY 2019-20 2,708.10 310.70 200.00 150.00 2,800.00 - 151.87 612.00 5,859.97 1,072.70 47.00 494.00 2,800.00 - 995.69 107.00 150.00 - 3,992.69 601.00 - 4.12 - 5,235.00 - 5,239.12 - 41.00 - 5,235.00 - 5,276.00 - 157.80 - 157.80 500.00 - 500.00 - 625.00 1,198.50 625.00 1,198.50 - 2,352.00 - 2,352.00 - 60.00 3.00 - 3.00 60.00 - 4.00 14.00 - 9.88 23.23 23.88 27.23	FY 2019-20		310.70	150.00	-	612.00	1,072.70		494.00	-	107.00	-	601.00		4.12	5,235.00	5,239.12		41.00	5,235.00	5,276.00		157.80	157.80		-	-		1,198.50	1,198.50		2,352.00	2,352.00		60.00	-	60.00		4.00	-	23.23	27.23
		FY 2020-21		2,708.10	200.00	2,800.00	151.87	5,859.97		47.00	2,800.00	995.69	150.00	3,992.69		-	-	-		-	-	-		-	-		500.00	500.00		625.00	625.00		-	-		-	3.00	3.00		-	14.00	9.88	23.88
	Associates / Entities where company has significant influence FY 2020-21 FY 2019-20 - - - - - - 151.87 612.00 151.87 612.00 47.00 494.00 - - - - 47.00 494.00 - 4.12 - - - 4.12 - 41.00 - - - 41.00 - - - - - - - - - - - - - - - - - 60.00 - - 60.00 - 4.00 - - - - - 4.00	FY 2019-20		-	-	-	612.00	612.00		494.00		-		494.00		4.12	-	4.12		41.00	-	41.00		-	-		-	-		-	-		-	-		60.00		60.00		4.00	-	-	4.00
		FY 2020-21		-	-	-	151.87	151.87		47.00	-	-	-	47.00		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
	Relative of Key Management Personnel / Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 500.00 - 500.00 - 625.00 1,198.50 625.00 1,198.50 - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		1,198.50	1,198.50		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		500.00	500.00		625.00	625.00		-	-		-	-	-		-	-	-	-
	Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
	Directors FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
	Key Management Personnel FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-	-	-	-	-	-	-	-		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
	Enterprise where Key Management Personnel / Individual has Control / Significant Influence FY 2020-21 FY 2019-20 - - 200.00 150.00 2,800.00 - - - 3,000.00 150.00 - - - - 2,800.00 - - - 150.00 - 2,950.00 - - - - 5,235.00 - 5,235.00 - - - 5,235.00 - 5,235.00 - 157.80 - 157.80 - - - - - - - - - 2,352.00 - 2,352.00 - - 3.00 - 3.00 - - - 14.00 - 9.88 23.23 23.88 23.23	FY 2019-20		-	150.00	-	-	150.00	-	-	-	-	-	-		-	5,235.00	5,235.00		-	5,235.00	5,235.00		157.80	157.80		-	-		-	-		2,352.00	2,352.00		-	-	-		-	-	23.23	23.23
		FY 2020-21		-	200.00	2,800.00	-	3,000.00	-	-	2,800.00	-	150.00	2,950.00		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	3.00	3.00		-	14.00	9.88	23.88
	Joint Venture FY 2020-21 FY 2019-20 2,708.10 310.70 - - - - - - 2,708.10 310.70 - - - - - - 995.69 107.00 - - 995.69 107.00 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		310.70	-	-	-	310.70	-	-	-	107.00	-	107.00		-	-	-		-	-	-		-	-		-	-			-		-	-		-	-	-		-	-	-	-
		FY 2020-21		2,708.10	-	-	-	2,708.10	-	-	-	995.69	-	995.69		-	-	-		-	-	-		-	-		-	-		-	-		-	-		-	-	-		-	-	-	-
	Nature of transaction		Inter-Corporate Deposits Given	Centrum REMA LLP	Club 7 Holidays Limited	JBCG Advisory Services Private Limited	Acorn Fund Consultants Private Limited	Total	Inter-Corporate Deposits received back	Acorn Fund Consultants Private Limited	JBCG Advisory Services Private Limited	Centrum REMA LLP	Club 7 Holidays Limited	Total	Inter-Corporate Deposits taken	Acorn Fund Consultants Private Limited	JBCG Advisory Services Private Limited	Total	Inter-Corporate Deposits repaid	Acorn Fund Consultants Private Limited	JBCG Advisory Services Private Limited	Total	Sale of Shares	JBCG Advisory Services Private Limited	Total	Sale of Centrum Microcredit Limited (CML) Compulsory Convertible Debenture (CCD)	Amritpal Singh Bindra	Total	Purchase of Centrum Retail Services Limited (CRSL) Equity share (Consideration Other then Cash)	Amritpal Singh Bindra	Total	Conversion of Investment in Debentures into Equity Shares during the year	BG Advisory Services LLP	Total	Syndication Income	Acorn Fund Consultants Private Limited	Thrill Park Limited	Total	Brokerage, Commission and Other Income	Acorn Fund Consultants Private Limited	BG Advisory Services LLP	JBCG Advisory Services Private Limited	Total

278

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total FY 2020-21 FY 2019-20 35.00 51.98 35.00 112.47 70.00 164.45 1.18 14.05 17.33 - 1.78 21.08 20.29 35.13 13.47 0.26 43.25 0.96 56.72 1.22 166.78 96.76 73.72 61.89 17.35 - 22.41 0.92 280.26 159.57 - 1.15 - 4.97 - 6.12 - 68.08 45.00 217.82 - 0.63 168.49 - 213.49 286.53 48.00 48.00 48.00 48.00 13.78 13.13 186.75 157.50 5.17 12.01 0.57 1.33 206.27 183.97 5.00 - 5.00 -	FY 2019-20		51.98	112.47	164.45		14.05	-	21.08	35.13		0.26	0.96	1.22		96.76	61.89	-	0.92	159.57		1.15	4.97	6.12		68.08	217.82	0.63	-	286.53		48.00	48.00		13.13	157.50	12.01	1.33	183.97		-	-
		FY 2020-21		35.00	35.00	70.00		1.18	17.33	1.78	20.29		13.47	43.25	56.72		166.78	73.72	17.35	22.41	280.26		-	-	-		-	45.00	-	168.49	213.49		48.00	48.00		13.78	186.75	5.17	0.57	206.27		5.00	5.00
	Associates / Entities where company has significant influence FY 2020-21 FY 2019-20 35.00 51.98 - - 35.00 51.98 1.18 14.05 - - - 1.18 14.05 13.47 0.26 - - 13.47 0.26 - - 73.72 61.89 - - - 73.72 61.89 - 1.15 - - - 1.15 - - - - - 0.63 - - - 0.63 - - - - - - - - - - - - - - - - - -	FY 2019-20		51.98	-	51.98		14.05		-	14.05		0.26	-	0.26		-	61.89		-	61.89		1.15	-	1.15		-	-	0.63	-	0.63		-	-		-	-	-	-	-		-	-
		FY 2020-21		35.00	-	35.00		1.18	-	-	1.18		13.47	-	13.47		-	73.72	-	-	73.72		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
	Relative of Key Management Personnel / Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 168.49 - 168.49 - - - - - - - - - - - 0.57 1.33 - 1.33 5.00 - 5.00 -	FY 2019-20		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	-	1.33	1.33		-	-
		FY 2020-21		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	168.49	168.49		-	-		-	-	-	0.57	-		5.00	5.00
	Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
		FY 2020-21		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
	Directors FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
		FY 2020-21		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
	Key Management Personnel FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5.17 12.01 - - - 12.01 - - - -	FY 2019-20		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	12.01	-	12.01		-	-
		FY 2020-21		-	-	-		-	-	-	-		-	-	-		-	-	-	-	-		-	-	-		-	-	-	-	-		-	-		-	-	5.17	-	-		-	-
	Enterprise where Key Management Personnel / Individual has Control / Significant Influence FY 2020-21 FY 2019-20 - - - - - - - - 17.33 - - - 17.33 - - - - - - - - - - - 17.35 - 22.41 0.92 39.76 0.92 - - - - - - - 68.08 45.00 217.82 - - - - 45.00 285.90 48.00 48.00 48.00 48.00 13.78 13.13 186.75 157.50 - - - - 13.78 170.63 - - - -	FY 2019-20		-	-	-		-	-	-	-		-	-	-		-	-	-	0.92	0.92		-	-	-		68.08	217.82	-	-	285.90		48.00	48.00		13.13	157.50	-	-	170.63		-	-
		FY 2020-21		-	-	-		-	17.33	-	17.33		-	-	-		-	-	17.35	22.41	39.76		-	-	-		-	45.00	-	-	45.00		48.00	48.00		13.78	186.75	-	-	13.78		-	-
	Joint Venture FY 2020-21 FY 2019-20 - - 35.00 112.47 35.00 112.47 - - - - 1.78 21.08 1.78 21.08 - - 43.25 0.96 43.25 0.96 166.78 96.76 - - - - - - 166.78 96.76 - - - 4.97 - 4.97 - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	112.47	112.47		-	-	21.08	21.08		-	0.96	0.96		96.76	-	-	-	96.76		-	4.97	4.97		-	-	-	-	-		-	-		-	-	-	-	-		-	-
		FY 2020-21		-	35.00	35.00		-	-	1.78	1.78		-	43.25	43.25		166.78	-	-	-	166.78		-	-	-		-	-	-	-	-		-	-		-	-	-	-	-		-	-
	Nature of transaction		Business Support Service Income	Acorn Fund Consultants Private Limited	Centrum REMA LLP	Total	Professional Fees Income	Acorn Fund Consultants Private Limited	JBCG Advisory Services Private Limited	Centrum REMA LLP	Total	Shared Resources Income	Acorn Fund Consultants Private Limited	Centrum REMA LLP	Total	Interest Income	Centrum REMA LLP	Acorn Fund Consultants Private Limited	JBCG Advisory Services Private Limited	Club 7 Holidays Limited	Total	Other Reimbursements	Acorn Fund Consultants Private Limited	Centrum REMA LLP	Total	Interest Expenses	JBCG Advisory Services Private Limited	BG Advisory Services LLP	Acorn Fund Consultants Private Limited	Amritpal Singh Bindra	Total	Business Support Service Expenses	Nanikrami Agro Private Limited	Total	Rent Expenses	Businessmatch Services (India) Private Limited	Vishwaroop Residency Private Limited	Mr. Sriram Venkatasubramanian	Mrs. Roopa Sriram	Total	Security Deposits Received Back	Mrs. Roopa Sriram	Total

279

www.centrum.co.in

Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

(`in Lakhs)	Total FY 2020-21 FY 2019-20 108.70 328.79 2.92 3.20 0.12 - 111.73 331.99 6.00 4.00 4.00 7.40 9.60 7.65 4.25 2.50 8.60 5.65 5.00 2.50 5.00 2.50 2.00 1.00 4.00 1.00 6.00 - 8.85 - 5.00 - 1.00 - 69.30 34.20 - 67.09 - 10.05 - 4.28 - 0.05 - 81.47 12.00 12.00 60.00 - 3.60 - 75.60 12.00 2,500.00 1,000.00 3,000.00 - 5,500.00 1,000.00 324.29 448.20 22.04 30.57 100.33 163.60 446.66 642.36	FY 2019-20		328.79	3.20	-	331.99		4.00	7.40	7.65	2.50	5.65	2.50	2.50	1.00	1.00	-	-	-	-	34.20		67.09	10.05	4.28	0.05	81.47		12.00	-	-	12.00		1,000.00	-	1,000.00		448.20	30.57	163.60	642.36
		FY 2020-21		108.70	2.92	0.12	111.73		6.00	4.00	9.60	4.25	8.60	5.00	5.00	2.00	4.00	6.00	8.85	5.00	1.00	69.30		-	-	-	-	-		12.00	60.00	3.60	75.60		2,500.00	3,000.00	5,500.00		324.29	22.04	100.33	446.66
	Associates / Entities where company has significant influence FY 2020-21 FY 2019-20 - - - - 0.12 - 0.12 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-		-	-				-		-	-	-	-
		FY 2020-21		-	-	0.12	0.12		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-	-	-	-		-	-	-		-	-	-	-
	Relative of Key Management Personnel / Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-	-	-	-		-	-	-		-	-	-	-
	Individual having significant influence FY 2020-21 FY 2019-20 - - - - - - - - 6.00 4.00 - - - - - - - - - - - - - - - - - - - - - - - - 6.00 4.00 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-		4.00	-	-	-	-	-	-	-	-	-	-	-	-	4.00		-	-	-	-	-		-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-		6.00	-	-	-	-	-	-	-	-	-	-	-	-	6.00		-	-	-	-	-		-	-	-	-		-	-	-		-	-	-	-
	Directors FY 2020-21 FY 2019-20 - - - - - - - - - - 4.00 7.40 9.60 7.65 4.25 2.50 8.60 5.65 5.00 2.50 5.00 2.50 2.00 1.00 4.00 1.00 6.00 - 8.85 - 5.00 - 1.00 - 63.30 30.20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	FY 2019-20		-	-	-	-		-	7.40	7.65	2.50	5.65	2.50	2.50	1.00	1.00	-	-	-	-	30.20		-	-	-	-	-		-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	-	-	-		-	4.00	9.60	4.25	8.60	5.00	5.00	2.00	4.00	6.00	8.85	5.00	1.00	63.30		-	-	-	-	-		-	-	-	-		-	-	-		-	-	-	-
	Key Management Personnel FY 2020-21 FY 2019-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0.05 - 0.05 - - 60.00 - - - 60.00 - - - - - - - 324.29 448.20 22.04 30.57 100.33 163.60 446.66 642.36	FY 2019-20		-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	0.05	0.05		-	-	-	-		-	-	-		448.20	30.57	163.60	642.36
		FY 2020-21		-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-	60.00	-	60.00		-	-	-		324.29	22.04	100.33	446.66
	Enterprise where Key Management Personnel / Individual has Control / Significant Influence FY 2020-21 FY 2019-20 108.70 328.79 - - - - 108.70 328.79 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 67.09 - 10.05 - 4.28 - - - 81.42 12.00 12.00 - - - - 12.00 12.00 2,500.00 1,000.00 3,000.00 - 5,500.00 1,000.00 - - - - - - - -	FY 2019-20		328.79	-	-	328.79		-	-	-	-	-	-	-	-	-	-	-	-	-	-		67.09	10.05	4.28	-	81.42		12.00	-	-	12.00		1,000.00	-	1,000.00		-	-	-	-
		FY 2020-21		108.70	-	-	108.70		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		12.00	-	-	12.00		2,500.00	3,000.00	5,500.00		-	-	-	-
	Joint Venture FY 2020-21 FY 2019-20 - - 2.92 3.20 - - 2.92 3.20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3.60 - 3.60 - - - - - - - - - - - - - - -	FY 2019-20		-	3.20	-	3.20		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-		-	-		-	-	-		-	-	-	-
		FY 2020-21		-	2.92	-	2.92		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-		-	-	3.60	3.60		-	-	-		-	-	-	-
	Nature of transaction		Other Expenses	Club 7 Holidays Limited	Centrum REMA LLP	Acorn Fund Consultants Private Limited	Total	Directors sitting Fees	Mr. Chandir Gidwani	Mr. R S Reddy , Independent Director	Mr. Subhash Kutte,Independent Director	Mr. Manmohan Shetty ,Independent Director	Mr. N V P Tendulkar, Independent Director	Ms. Anjali Seth, Independent Director	Mr. S K Mitra, Independent Director	Mr. T M Bhasin, Independent Director (upto October 09, 2020)	Mr. Rajesh Srivastava , Independent Director	Mr. Rajesh Nanavaty, Non-Executive Director	Mr. Rishad Byramjee, Non-Executive Director	Mr. K.R. Kamath, Non-Executive Director	Mrs. Mahakhurshid Byramjee, Non-Executive Director	Total	Dividend Paid	Businessmatch Services (India) Private Limited	JBCG Advisory Services Private Limited	BG Advisory Services LLP	Mr. Chandir Gidwani	Total	Professional Fees Expenses	Sonchajyo Investment and Finance Private Limited	Mr. K.R. Kamath	Centrum REMA LLP	Total	Corporate Gaurantee (Given) /Taken	JBCG Advisory Services Private Limited	BG Advisory Services LLP	Total	Compensation to Key Management Personnel	Mr. Jaspal Singh Bindra (Executive Chairman)	Mr. Alpesh Shah (Company Secretary)	Mr. Sriram Venkatasubramanian (Chief Financial Officer)	Total

280

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|(_in Lakhs)_|**Total**<br>**FY**<br>**2020-21**<br>**FY**<br>**2019-20**<br>4.01<br>19.50<br>12.31<br>-<br>0.07<br>-<br>**16.39**<br>**19.50**<br>4.83<br>-<br>3.07<br>0.92<br>**7.90**<br>**55.93**<br>30.00<br>30.00<br>50.00<br>-<br>30.00<br>30.00<br>-<br>5.00<br>**110.00**<br>**65.00**<br>1,604.00<br>959.72<br>200.00<br>150.00<br>669.87<br>582.00<br>**2,473.87**<br>**1,636.70**<br>-<br>0.27<br>-<br>0.06<br>**-**<br>**0.33**<br>-<br>1.28<br>0.30<br>7.00<br>**0.30**<br>**8.28**<br>25.00<br>25.00<br>**25.00**<br>**25.00**<br>300.00<br>300.00<br>1,500.00<br>-<br>**1,800.00**<br>**300.00**|**FY**<br>**2019-20**|||19.50|-|-|**19.50**||-|0.92|**55.93**||30.00|-|30.00|5.00|**65.00**||959.72|150.00|582.00|**1,636.70**||0.27|0.06|**0.33**|||1.28|7.00|**8.28**||25.00|**25.00**||300.00|-|**300.00**|44.3The Company had contracted to buy 23,69,207 Shares of Centrum Retail Services Limited (a subsidiary of the company) for8,004
Lakhs from non-controlling interest shareholders post receipt of approval from the Shareholders in July 2019. Pursuant to this, during
the year Company has purchased 1,85,002 equity shares of Centrum Retail Services Limited for a consideration of625 lakhs settled<br>through transfer of 50,00,000 Compulsory Convertible Debentures of Centrum Microcredit Limited (a subsidiary). During the previous<br>year, Company has purchased 3,54,759 equity shares of Centrum Retail Services Limited for a consideration of1,198.50 lakhs settled
through transfer of 1,00,00,000 Compulsory Convertible Debentures of Centrum Microcredit Limited (a subsidiary).|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|||FY
2020-21|||4.01|12.31|0.07|16.39||4.83|3.07|7.90||30.00|50.00|30.00|-|110.00||1,604.00|200.00|669.87|2,473.87||-|-|-|||-|0.30|0.30||25.00|25.00||300.00|1,500.00|1,800.00||
||Associates / Entities
where company has
significant influence
FY
2020-21
FY
2019-20
-
-
-
-
0.07
0.07
-
4.83
-
-
-
4.83
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
669.87
582.00
669.87
582.00
-
-
-
0.06
-
0.06
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,800.00|FY
2019-20|||-|-||-||-|-|-||-|-|-|-|-||-|-|582.00|582.00||-|0.06|0.06|||-|-|-||-|-||-||1,800.00||
|||FY
2020-21|||-|-|0.07|0.07||4.83|-|4.83||-|-|-|-|-||-|-|669.87|669.87||-|-|-|||-|-|-||-|-||-|-|-||
||Relative of Key
Management
Personnel / Individual
having significant
influence
FY
2020-21
FY
2019-20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5.00
-
5.00
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500.00
-
1,500.00
-|FY
2019-20|||-|-|-|-||-|-|-||-|-|-|5.00|5.00||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
|||FY
2020-21|||-|-|-|-||-|-|-||-|-|-|-|-||-|-|-|-||-|-|-|||-|-|-||-|-||-|1,500.00|1,500.00||
||Individual having
significant influence|FY
2019-20|||-|-|-|-||-|-|-||-|-|30.00|-|-||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|1,500.00||
|||FY
2020-21|||-|-|-|-||-|-|-||-|-|30.00|-|30.00||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
||Directors
FY
2020-21
FY
2019-20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-|FY
2019-20|||-|-|-|-||-|-|-||-|-|-|-|-||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
|||FY
2020-21|||-|-|-|-||-|-|-||-|-|-|-|-||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
||Key Management
Personnel
FY
2020-21
FY
2019-20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30.00
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-|FY
2019-20|||-|-|-|-||-|-|-||-|-|-|-|30.00||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
|||FY
2020-21|||-|-|-|-||-|-|-||-|-|-|-|-||-|-|-|-||-|-|-|||-|-|-||-|-||-|-|-||
||Enterprise where
Key Management
Personnel / Individual
has Control /
Significant Influence
FY
2020-21
FY
2019-20
4.01
19.50
12.31
-
-
-
16.32
19.50
-
-
3.07
0.92
3.07
0.92
30.00
30.00
50.00
-
-
-
-
-
80.00
30.00
-
-
200.00
150.00
-
-
200.00
150.00
-
-
-
-
-
-
-
-
0.30
7.00
0.30
7.00
25.00
25.00
25.00
25.00
300.00
300.00
-
-
300.00
300.00|FY
2019-20|||19.50|-|-|19.50||-|0.92|0.92||30.00|-|-|-|30.00||-|150.00|-|150.00||-|-|-|||-|7.00|7.00||25.00|25.00||300.00|-|300.00||
|||FY
2020-21|||4.01|12.31|-|16.32||-|3.07|3.07||30.00|50.00|-|-|80.00||-|200.00|-|200.00||-|-|-|||-|0.30|0.30||25.00|25.00||300.00|-|300.00||
||Joint Venture
FY
2020-21
FY
2019-20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,604.00
959.72
-
-
-
-
1,604.00
959.72
-
0.27
-
-
-
0.27
-
1.28
-
-
-
1.28
-
-
-
-
-
-
-
-
-
300.00|FY
2019-20|||-|-|-|-||-|-|-||-|-|-|-|-||959.72|-|-|959.72||0.27|-|0.27|||1.28|-|1.28||-|-||-|-|300.00||
|||FY
2020-21|||-|-|-|-||-|-|-||-|-|-|-|-||1,604.00|-|-|1,604.00||-|-|-|||-|-|-||-|-||-|-|-||
||Nature of transaction||Amount Receivable as at Mar 31, 2021|Trade Receivables|JBCG Advisory Services Private Limited|BG Advisory Services LLP|Acorn Fund Consultant Private Limited|Total|Interest Receivable|Acorn Fund Consultants Private Limited|Club 7 Holidays Limited|Total|Security Deposits Receivable|Businessmatch Services (India) Private
Limited|Vishwaroop Residency Private Limited|Mr. Chandir Gidwani|Mrs. Roopa Sriram Venkatasubramanian|Total|Loan/Advances receivable|Centrum REMA LLP|Club 7 Holidays Limited|Acorn Fund Consultants Private Limited|Total|Other Receivables|Centrum REMA LLP|Acorn Fund Consultants Private Limited|Total|Amount payable as at Mar 31, 2021|Expenses Payable|Centrum REMA LLP|Club 7 Holidays Limited|Total|Loan/Advances payable|Casby Global Air Private Limited|Total|Compulsory Convertible Debentures|BG Advisory Services LLP|Amritpal Singh Bindra|Total||

281

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 45: SEGMENT INFORMATION

The Group has made its consolidated segment reporting to meaningfully represent its business lines. Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only in the domestic segment. Group’s operations are mainly conducted in India. The Group has a subsidiary in Hong Kong & Singapore each and the commercial risks and returns involved on the basis of geographic segmentation are relatively insignificant. Thus, secondary segment disclosures based on geographic segments have not been made.

The Group’s business is organized and management reviews the performance based on the primary business segments as mentioned below:

1. Institutional Business consists mainly of Investment Banking, Trading in Bonds, Institutional Broking Activity & Investment Advisory Services thereby earning transaction based fees.

2. Wealth Management & Distribution comprises of Portfolio Management and Wealth Management and Retail Broking Activity.

3. Housing Finance Business

4. SME / Micro Credit Lending Business

Segment wise details are given below

( ` in Lakhs)

||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|
||Year Ended||
|Sr.
No. Particulars|March 31, 2021|March 31, 2020|
|1
Segment revenue[Total income]|||
|Institutional Business|6,618.50|3,838.34|
|Wealth Management & Distribution|12,048.68|13,930.51|
|HousingFinance|6,801.61|5,206.79|
|SME/Micro credit Lending|23,963.96|23,389.93|
|Unallocated|9,972.44|9,422.11|
|Less : Elimination|(9,383.28)|(8,804.26)|
|Total Income|50,021.91|46,983.42|
|2
Segment Results[Profit/ (Loss) before tax]|||
|Institutional Business|(575.72)|(1,565.04)|
|Wealth Management & Distribution|147.57|(1,095.46)|
|HousingFinance|1,526.30|259.84|
|SME/Micro credit Lending|347.44|1,623.62|
|Unallocated|6,404.33|2,289.14|
|Less : Elimination|(2,992.30)|(573.59)|
|Profit/ (Loss) before tax|4,857.61|938.51|
|Less :|||
|a)
Interest(Income)/expense(Net)|7,469.63|5,925.42|
|b)
Unallocated(Income)/expenditure(Net)|587.81|545.76|
|Total Profit before exceptional item and tax|(3,199.83)|(5,532.67)|

282

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

|Sr.
No. Particulars|(_in Lakhs)_<br>**Year Ended**|_(_in Lakhs)
Year Ended|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Exceptional Items|-|6,798.76|
|Total Profit/ ( Loss) before tax|(3,199.83)|1,266.09|
|3
Segment Assets|||
|Institutional Business|4,572.40|7,407.03|
|Wealth Management & Distribution|16,813.80|24,343.91|
|HousingFinance|67,060.23|61,933.27|
|SME/Micro credit Lending|165,772.76|157,063.78|
|Unallocated|187,656.80|169,251.60|
|Less : Elimination|(125,876.93)|(127,167.72)|
|Total Assets|315,999.07|292,831.87|
|4
Segment Liabilities|||
|Institutional Business|1,015.12|2,760.77|
|Wealth Management & Distribution|19,154.25|27,596.77|
|HousingFinance|26,993.49|23,235.48|
|SME/Micro credit Lending|127,609.92|121,597.57|
|Unallocated|91,382.54|68,500.16|
|Less : Elimination|(27,781.02)|(32,562.19)|
|Total Liabilities|238,374.30|211,128.56|
|5
Capital employed[Segment assets - Segment liabilities]|||
|Institutional Business|3,557.28|4,646.26|
|Wealth Management & Distribution|(2,340.45)|(3,252.86)|
|HousingFinance|40,066.74|38,697.79|
|SME/Micro credit Lending|38,162.85|35,466.21|
|Unallocated|96,274.26|100,751.44|
|Less : Elimination|(98,095.91)|(94,605.53)|
|Total Capital Employed|77,624.77|81,703.31|

Note :

Items that relate to the company as a whole or at the corporate level not attributable to particular segment are captured in “Unallocated”

Segment data for previous financial period has been reclassified to conform to current financial period’s presentation.

283

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 46: Retirement Benefit Plans

46.1 Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions; there is no legal or constructive obligation to pay further contributions. The assets of the plan are held separately from those of the Group in a fund under the control of trustees. The Company makes Provident Fund and Employee State Insurance Scheme (ESIC) contributions which are defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

The Company has recognised the following amounts in the statement of profit and loss towards contribution to defined contribution plans which are included under contribution to provident and other funds. The contributions payable to these plans by the Company are at rates specified in the rules of the Schemes:

Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Provident fund	1,041.18	849.54
ESIC	0.03	0.36

46.2 Defined benefit plans

The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and last drawn salary.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:

Net liability/(assets) recognised in the Balance Sheet

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Present value of funded obligations	(1,164.79)	(915.34)
Fair value ofplan assets	712.16	717.48
Defined Benefit obligation/(asset)	(452.63)	(197.86)
Net benefit expense recognised in statement of profit and loss Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Current service cost	188.07	182.96
Past service cost	-	-
Net Interest on net defined benefit liability/ (asset)	29.26	50.64
Remeasurements of Other Longterm benefits	-	(0.11)
Net benefit expense	217.33	233.49

284

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Remeasurement gain/ (loss) in other comprehensive income (OCI)

Remeasurement gain/ (loss) in other comprehensive income (OCI)
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
Re-measurements on defined benefit obligation
Actuarialgain/(loss)arisingfrom changes in demographic assumptions	18.61	53.54
Actuarialgain/(loss)arisingfrom changes in financial assumptions	(10.42)	(17.15)
Actuarialgain/(loss)arisingfrom experience over thepastyears	(56.51)	(73.62)
Re-measurements onplan assets
Return on Plan assets, excluding amount included in net interest on the net defined benefit liability/(asset)	(14.59)	8.98
Actuarialgain/(loss) (through OCI)	(62.91)	(28.25)
		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Present value of defined benefit obligation at the beginningof theyear	915.34	766.20
Current service cost	188.07	182.96
Past Service Cost	-	-
Interest cost on benefit obligations	69.42	59.01
Re-measurements:
a. Actuarial loss/(gain) arising from changes in demographic assumptions	(18.61)	73.90
b. Actuarial loss/ (gain)arisingfrom changes in financial assumptions	10.98	(16.89)
c. Actuarial loss/ (gain)arisingfrom experience over thepastyears	55.96	(69.21)
Benefitspaid	(56.36)	(84.51)
Net transfer in / (out) (Including the effect of any business combinations/ divestures)	-	3.88
Present value of defined benefit obligation at the end of theyear	1,164.79	915.34
Details of changes in fair value of plan assets are as follows: - Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Fair value ofplan assets at the beginningof theyear	717.48	604.93
Interest income onplan assets	55.35	44.63
Employer contributions	12.33	167.10
Benefitspaid	(56.36)	(84.51)
Re-measurements:	-
a. Return on Plan assets, excluding amount included in net interest on the net defined benefit liability/(asset)	(16.63)	(14.67)
Fair value ofplan assets as at the end of theyear	712.16	717.48

285

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

46.3 Defined benefit plans assets

46.3 Defined benefit plans assets
Category of assets (% allocation)		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
- Government securities	-	-
- Insurance fund	594.96	600.27
- Debentures/bonds	117.20	117.21
- Equityshares	-	-
Total	712.16	717.48

46.4 The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below :

plans are shown below :
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Expected Return on Plan assets	6.49%	6.56%
Rate of discounting	6.49%	6.56%
Rate of salary Increase	0.00% p.a. for the next 1 years, 6.26% p.a. for the next 1 years, starting from the 2ndyear & 5.00% p.a. thereafter, starting from the 3rd year	0.00% p.a. for the next 2 years, 6.26% p.a. for the next 1 years, starting from the 3rdyear 5.00% p.a. thereafter, starting from the 4th year
Rate of Employee Turnover	10.00%	10.00%
Mortality Rate During Employment	Indian Assured Lives mortality (2006-08)	Indian Assured Lives mortality (2006-08)
MortalityRate After Employment	N.A.	N.A.

46.5 Quantitative sensitivity analysis for impact of significant assumptions on defined benefit obligation are as follows

obligation are as follows
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Onepercentagepoint increase in discount rate	(54.56)	(50.20)
Onepercentagepoint decrease in discount rate	61.09	56.58
Onepercentagepoint increase in Salary growth rate	48.45	48.81
Onepercentagepoint decrease in Salary growth rate	(39.11)	(33.45)
Onepercentagepoint increase in Employee Turnover rate	2.95	3.80
Onepercentagepoint decrease in Employee Turnover rate	(4.63)	(2.19)

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method

286

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

46.6 Maturity profile of defined benefit obligation are as follows

46.6 Maturity profile of defined benefit obligation are as follows
Particulars		(`in Lakhs)
	Year ended March 31, 2021	Year ended March 31, 2020
1stFollowingYear	150.57	72.99
2ndFollowingYear	109.61	75.04
3rdFollowingYear	127.20	80.15
4thFollowingYear	117.65	85.06
5thFollowingYear	135.89	78.42
Sum of Years 6 to 10	479.62	227.80
Sum of Years 11 and above	666.75	295.88

Note 47: Contingent Liabilities, Commitments

47.1 Contingent Liabilities

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Corporate Guaranteesgiven bythe Group	5,500.00	1,000.00
Claims against Groupnot acknowledge as debt	376.00	275.43
Income Tax Demands disputed in Appeal*	412.00	325.51

47.2 Commitments not provided for

47.2 Commitments not provided for
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Credit enhancementprovided in respect to securitisation transaction	-	172.52
Commitments related to loans sanctioned but undrawn	2,756	3,555
Estimated amount of contracts remaining to be executed on capital account(net of advance)	0.92	-

*Future cash outflows in respect of above are determinable only on receipt of judgements /decisions pending with various forums/authorities. It is not practicable for the Company to estimate the timings of the cash flows, if any, in respect of the above pending resolution of the respective proceedings. The Company does not expect any reimbursement in respect of the above contingent liabilities. The Company is of the opinion that above demands are not sustainable and expects to succeed in its appeals. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

287

www.centrum.co.in

Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Note 48: Capital

The Group manages the capital structure by a balanced mix of debt and equity. The Group’s capital management strategy is to effectively determine, raise and deploy capital so as to create value for its shareholders. The Group maintains sound capitalisation both from an economic and regulatory perspective. The Group continuously monitors and adjusts overall capital demand and supply in an effort to achieve an appropriate balance of the economic and regulatory considerations at all times and from all perspectives. These perspectives include specific capital requirements from rating agencies.

Capital structure includes infusion in the form of equity and structured debt from strategic business partners in certain of Group’s subsidiaries to fund expansion and assist in achieving expected growth in the competitive market. No changes were made in the objectives, policies or processes during the financial years ended 31 March 2021 and 31 March 2020.

This framework is adjusted based on underlying the macro-economic factors affecting business environment, financial market conditions and interest rates environment. Group monitors capital using debt-equity ratio, which is total debt divided by total equity.

is total debt divided by total equity.
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Total Debt	192,488.74	173,361.44
Equity	77,624.77	81,703.31
Net Debt to Equity	2.48	2.12

Note 49: Goodwill

49.1 Goodwill on consolidation

Note 49: Goodwill 49.1 Goodwill on consolidation
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Balance at the beginning of theyear	4,779.42	4,779.42
Goodwill arisingon acquisitions	-	-
Goodwill derecognised on loss of control	-	-
Balance at the end of theyear	4,779.42	4,779.42

49.2 Goodwill

49.2 Goodwill
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Balance at the beginning of theyear	3,943.37	3,020.62
Goodwill arisingon acquisitions	-	922.75
Goodwill derecognised on loss of control	-	-
Balance at the end of theyear*	3,943.37	3,943.37

288

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

b. Goodwill impairment assessment

The Centrum Microcredit Limited (CML) and Centrum Financial Services Limited (CFSL) tests whether goodwill has suffered any impairment on an annual basis and when the circumstances indicate that the carrying value may be impaired. The recoverable amount of the cash generating unit (CGU) was determined based on the higher of the CGU’s (Cash generating unit’s) fair value less costs of disposal and its value-in-use, the calculations of which require the use of assumptions. The calculations of the value in use consider the cash flow projections based on financial budgets approved by the management covering a five-year period. Cash flows beyond the five-year period are extrapolated using estimated growth rate. Fair value is determined by applying book value multiple.

c. Key assumptions in calculating value in use:

CML -The company is primarily engaged in the business of financing and there are no separate reportable segments identified. Hence the entire business is considered as the cash generating unit for the purpose of allocating goodwill.

CFSL -The company is primarily engaged in the business of financing and there are no separate reportable segments identified. However, CFSL has different types of portfolio and the portfolio of Supply chain Finance Business is considered as the cash generating unit for the purpose of allocating goodwill. This represents the goodwill recognised on the acquisition of Supply Chain Finance Business. The Company believes that the carrying amount of the goodwill is recoverable based on experts’ valuation report.

d) Note :

• Of this ` 2,501.35 Lakhs of goodwill in books of CML, represents the goodwill recognised on acquisition of the microfinance businesses of First Rand Bank and Altura Financial Services Limited. The Company believes that the carrying amount of the goodwill is recoverable.

• Of this ` 1,442.02 Lakhs of goodwill in books of CFSL, represents the goodwill recognised on the acquisition of Supply Chain Finance Business. The Company believes that the carrying amount of the goodwill is recoverable based on expert's valuation report.

Note 50: Transfer of financial assets

50(i) Centrum Financial Services Limited

Transferred financial assets that are derecognised in their entirety but where the Subsidiary Company has continuing involvement

The Subsidiary Company has not transferred any assets that are derecognised in their entirety where the Company continues to have continuing involvement.

Transferred financial assets that are derecognised in their entirety

The subsidiary Company has assigned loans (earlier measured at amortised cost) by way of direct assignment. As per the terms of these deals, since substantial risk and rewards related to these assets were transferred to the extent after maintaining the required MMR to the buyer, the assets have been de-recognised from the subsidiary Company’s Balance Sheet. The table below summarises the carrying amount of the derecognised financial assets :

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Assignment
Carryingamount of de-recognised financial asset	1,148.20	2,040.64
Carryingamount of retained assets at amortised cost	326.41	431.18
Total	1,474.61	2,471.82

289

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

50(ii) Centrum Microcredit Limited :

Transferred financial assets that are not derecognised in their entirety

A) Securitisation

The Company has Securitised certain loans, however the Company has not transferred substantially all risks and rewards, hence these assets have not been de-recognised in their entirety.

The following tables provide a summary of the financial assets that have been transferred in such a way that part or all of the transferred financial assets do not qualify for derecognition, together with the associated liabilities:

|Particulars|(_in Lakhs)_<br>**Year ended**|_(_in Lakhs)
Year ended|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Securitisation|||
|Carryingamount of transferred assets measured at amortised cost#|2,681.39|855.24|
|Carrying amount of associated liabilities (other than debt securities -
measured at amortised cost)|2,550.79|768.38|
|Fair value of assets#|2,681.39|855.24|
|Fair value of associated liabilities|2,550.79|768.38|
|Net Position at FV|-|-|

Note # The amounts reported above are excluding notional Ind AS adjustments.

B) Direct assignment

The Company has sold some loans (measured at amortised cost) by way of direct bilateral assignment, as a source of finance. As per the terms of these deals, since substantial risk and rewards related to these assets were transferred to the buyer, the assets have been de-recognised from the Company’s balance sheet.

The table below summarises the amount of the derecognised financial assets measured at amortised cost and the gain/(loss) on derecognition, per type of asset.

|Particulars|(_in Lakhs)_<br>**Year ended**|_(_in Lakhs)
Year ended|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Assignment|||
|Amount of de-recognised financial asset|5076.50|4,823.43|
|Carryingamount of retained assets at amortised cost*|509.11|439.37|

The amounts reported above are excluding notional Ind AS adjustments.

*Amount represents assets de-recognised during the year

|Particulars|(_in Lakhs)_<br>**Year ended**<br>**March 31, 2021**<br>**March 31, 2020**|_(_in Lakhs)
Year ended
March 31, 2021
March 31, 2020|
|---|---|---|
||March 31, 2021||
|Assignment|||
|Gain on sale of de-recognised financial assets|319.71|305.00|

** The amount held as retention is 10% of the total value of assigned loans.

290

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

NOTE 51: Maturity Analysis of Assets and Liabilities

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.

recovered or settled.
Particulars				(`in Lakhs) As at March 31, 2020
	As at March 31, 2021
	Within 12 months	After 12 months	Total	Within 12 months	After 12 months	Total
ASSETS
Financial assets
Cash and cash equivalents	20,909.16	-	20,909.16	16,880.67	-	16,880.67
Bank balance other than cash and cash equivalents above	26,317.78	-	26,317.78	22,204.43	-	22,204.43
Derivative Financial Instruments	4,061.35	348.70	4,410.05	392.15	2,102.69	2,494.84
Receivables	3,456.92	-	3,456.92	6,140.68	-	6,140.68
Loans	129,469.25	88,920.73	218,389.98	120,793.14	77,326.07	198,119.21
Investments	3,578.03	4,205.06	7,783.09	2,434.20	2,241.90	4,676.09
Other financial assets	5,914.92	489.48	6,404.40	2,877.70	8,017.28	10,894.99
Non-financial assets
Current tax assets(net)	-	4,559.44	4,559.44	-	5,638.40	5,638.40
Deferred tax assets(net)	-	5,146.68	5,146.68	-	5,384.15	5,384.15
Investmentproperty	-	-	-	-	3,397.83	3,397.83
Property, plant and equipment	-	5,810.95	5,810.95	-	2,877.81	2,877.81
Capital work-in-progress	7.94	-	7.94	-	-	-
Right-of-use-assets	99.27	1,532.27	1,631.53	16.06	2,763.15	2,779.21
Goodwill on consolidation	-	4,779.42	4,779.42	-	4,779.42	4,779.42
Goodwill	-	3,943.37	3,943.37	-	3,943.37	3,943.37
Other intangible assets	-	781.55	781.55	-	922.56	922.56
Other non-financial assets	1,341.36	325.44	1,666.80	1,589.46	108.76	1,698.22
Total assets	195,155.97	120,843.10	315,999.07	173,328.50	119,503.38	292,831.86
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Derivative financial instruments	5,665.34	11,512.80	17,178.14	5,704.11	3,256.81	8,960.92
Tradepayables	8,167.55	-	8,167.55	8,842.07	-	8,842.07
Debt securities	47,421.42	83,045.19	130,466.62	47,911.53	43,554.53	91,466.06
Borrowings(other than debt securities)	36,595.77	24,426.35	61,022.12	55,698.22	25,197.15	80,895.37
Subordinated liabilities	-	1,000.00	1,000.00	-	1,000.00	1,000.00
Lease liability	1,095.75	748.86	1,844.61	894.30	1,991.04	2,885.33
Other financial liabilities	14,307.35	1,406.70	15,714.05	10,251.55	4,314.66	14,566.22
Non-financial Liabilities
Provisions	490.78	369.26	860.04	261.30	318.87	580.18
Other non-financial liabilities	2,121.17	-	2,121.17	1,932.40	-	1,932.40
Total liabilities	115,865.13	122,509.16	238,374.30	131,495.49	79,633.07	211,128.55
Net	79,290.84	(1,666.06)	77,624.77	41,833.01	39,870.31	81,703.31

291

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

NOTE 52: Change in Liabilities arising from Financing Activities

				(`in Lakhs)
Particulars	As at March 31, 2020	Cash flows	Other	As at March 31, 2021
Debt securities including accrued interest thereon	98,729.21	39,000.56	(346.27)	137,383.49
Borrowings other than debt securities includingaccrued interest thereon	83,036.04	(15,042.58)	(4,641.71)	63,351.75
Subordinated liabilities including accrued interest thereon	1,005.38	-	(4.20)	1,001.18
Total liabilities from financing activities	182,770.63	23,957.97	(4,992.18)	201,736.42

Other column includes the effect of accrued but not paid interest on borrowing, amortisation of processing fees etc.

Note 53: LEASES

Payments associated with short-term leases are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

Following are the changes in the carrying value of right of use assets:

Particulars	Category of RoU asset	Category of RoU asset	Total
	Vehicle	Officepremises
Gross carrying amount
As at April 1, 2019	22.39	3,555.78	3,578.18
Additions	17.93	2,460.85	2,478.78
Disposals and transfers	-	(744.79)	(744.79)
Closing gross carrying amount	40.32	5,271.85	5,312.17
Accumulated depreciation
As at April 1, 2019	7.79	1,278.93	1,286.72
Depreciation charge duringtheyear	14.95	1,231.28	1,246.24
Disposals and transfers	-	-	-
Closing accumulated depreciation	22.74	2,510.21	2,532.96
Net carrying amount as at March 31, 2020	17.58	2,761.63	2,779.20
Gross carrying amount
As at April 1, 2020	40.32	5,271.85	5,312.17
Additions	-	1,015.83	1,015.83
Disposals and transfers	(9.07)	(2,172.19)	(2,181.26)
Closing gross carrying amount	31.25	4,115.49	4,146.74
Accumulated depreciation

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Particulars	Category of RoU asset	Category of RoU asset	Total
	Vehicle	Officepremises
As at April 1, 2020	22.74	2,510.21	2,532.95
Depreciation charge duringtheyear	12.66	1,164.03	1,176.69
Disposals and transfers	(7.88)	(1,186.57)	(1,194.45)
Closing accumulated depreciation	27.52	2,487.67	2,515.20
Net carrying amount as at March 31, 2021	3.73	1,627.81	1,631.54

The aggregate depreciation expense on ROU assets is included under depreciation and amortization expenses in the statement of Profit and Loss. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities is 10%.

The following is the movement in lease liabilities:

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Balance as at beginning	2,885.32	2,307.86
Additions	991.97	1,567.36
Finance cost accrued duringtheperiod	250.69	311.17
Deletions	(1,068.11)	(86.70)
Rentpaid in advance	10.09	(10.09)
Payment of lease liabilities	(1,225.35)	(1,204.28)
Balance as at end	1,844.61	2,885.32

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

basis:
Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
Upto Oneyear	1,074.48	1,389.98
1year to 3year	850.57	1,913.01
More than 3years	2.40	166.64
Total	1,927.45	3,469.63

The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was 561.28 and 890.37 Lakhs for the year ended March 31, 2021 and March 31,2020 respectively. There are no rental expense recorded for low-value assets or for any of variable lease payments for any of the reporting year.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 54 : Disclosure with regard to dues to micro-enterprises and small enterprises

The details of amounts outstanding together with interest paid /payable to Micro and Small enterprises based on information available with the group is as under:

Particulars		(`in Lakhs)
	As at March 31, 2021	As at March 31, 2020
The principal amount remaining unpaid to supplier as at the end of the year	5.41	5.94
The interest due thereon remaining unpaid to supplier as at the end of theyear	-	-
The amount of interest paid in terms of Section 16, along with the amount of payment made to the supplier beyond the appointed day duringtheyear	-	-
The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during theyear)but without addingthe interest specified under this Act	-	-
The amount of interest accrued during the year and remaining unpaid at the end of theyear	-	-
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium enterprise Development Act,2006	-	-

Based on the information available with the group and has been relied upon by the auditors, none of the suppliers have confirmed to be registered under “ Micro, Small and Medium Enterprise Development (‘MSMED’) Act, 2006” except for mentioned above.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Share in Total Comprehensive income	Amt (In Lakhs)		(924.30)			(1,253.29)	33.21	100.64	1,192.56	(274.12)	(250.23)	32.54		(186.54)	(58.75)			184.80	110.47	41.88	8.03	(489.16)	(2,503.15)	(4,235.42)
	As % of consolidated total comprehensive income		21.82%			29.59%	(0.78)%	(2.38)%	(28.16)%	6.47%	5.91%	(0.77)%		4.40%	1.39%			(4.36)%	(2.61)%	(0.99)%	(0.19)%	11.55%	59.10%	100%
Share in Other Comprehensive Income	Amt (In Lakhs)		(21.91)			5.85	(8.32)	8.94	4.37	0.00	(1.14)	0.90		4.41	(0.40)			2.96	1.75	(50.47)	(1.49)	17.16	(17.16)	(54.55)
	As % of consolidated other comprehensive income		40.16%			(10.72)%	15.25%	(16.40)%	(8.02)%	0.00%	2.10%	(1.64)%		(8.09)%	0.73%			(5.43)%	(3.21)%	92.52%	2.73%	(31.46)%	31.46%	100%
Share in Profit or Loss	Amt (In Lakhs)		(902.39)			(1,259.14)	41.53	91.70	1,188.19	(274.12)	(249.09)	31.64		(190.95)	(58.35)			181.84	108.72	92.35	9.52	(506.32)	(2,485.99)	(4,180.87)
	As % of consolidated profit or loss		21.58%			30.12%	(0.99)%	(2.19)%	(28.42)%	6.56%	5.96%	(0.76)%		4.57%	1.40%			(4.35)%	(2.60)%	(2.21)%	(0.23)%	12.11%	59.46%	100%
Net Assets i.e. total assets minus total liabilities	Amt (In Lakhs)		53,593.45			41,009.90	3,742.02	7,831.83	40,066.74	200.62	(1,047.51)	115.72		189.48	481.35			30,324.97	1,018.98	(2,415.12)	608.26	(19,674.76)	(78,421.15)	77,624.77
	As % of consolidated net asssets		69.04%			52.83%	4.82%	10.09%	51.62%	0.26%	(1.35)%	0.15%		0.24%	0.62%			39.07%	1.31%	(3.11)%	0.78%	(25.35)%	(101.03)%	100%
Name of the Enterprises		Parent	Centrum Capital Limited	Subsidiaries	Indian	Centrum Retail Services Limited	Centrum Broking Limited	Centrum Microcredit Limited (formerly known as Centrum Microcredit Private Limited)	Centrum Housing Finance Limited	Centrum Alternatives LLP	Centrum Alternative Investment Managers Limited	Centrum Capital Advisors Limited	Foreign	Centrum International Service PTE Limited	Centrum Capital International Limited (formerly known as Common Wealth Centrum Advisors Limited)	Step Down Subsidiaries	Indian	Centrum Financial Services Limited	Centrum Insurance Brokers Limited	Centrum Wealth Limited (formerly known Centrum Wealth Management Limited)	Centrum Investment Advisors Limited	Non-Controlling Interests	Adjustments arising out of consolidations	Total Net Assets/Net Profit/(Loss) of Group

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Note 56 : Composition of the Group

The subsidiary companies, joint ventures and associates considered in the presentation of the Consolidated Financial Statements are:

Sr. No	Particulars	Country of Incorporation	Proportion of ownership / interest as at March 31, 2021	Proportion of ownership / interest as at March 31, 2020
a)	Subsidiaries
1	Centrum Retail Services Limited(formerly Centrum Retail Financial Services Limited)	India	94.85%	94.33%
2	Centrum BrokingLimited	India	97.48%	97.22%
3	Centrum Microcredit Limited (formerly known as Centrum Microcredit Private Limited)	India	100%	100%
4	Centrum HousingFinance Limited	India	56.39%	56.39%
5	Centrum International Services PTE Limited	Singapore	100%	100%
6	Centrum Alternatives LLP	India	100%	100%
7	Centrum Capital International Limited ( formerly known as Commonwealth Centrum Advisors Limited)	Hong Kong	100%	100%
8	Centrum Alternative Investment Managers Limited	India	100%	100%
9	Centrum Capital Advisors Limited	India	100%	100%
b)	Step down Subsidiaries
10	Centrum Insurance Brokers Limited	India	94.85%	94.33%
11	Centrum Investment Advisors Limited	India	78.20%	77.78%
12	Centrum Wealth Limited (formerly known Centrum Wealth Management Limited)	India	62.21%	61.87%
13	Centrum Financial Services Limited	India	94.85%	94.33%
14	CCAL Investment Management Limited	Mauritius	100%	100%
c)	Associates and Joint Ventures
15	Centrum REMA LLP(Upto February18, 2021)	India	Nil	88%
16	Acorn Fund Consultants Private Limited	India	49.66%	49.66%

Note 57 : Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total		16,880.67	22,204.43	2,494.84	6,140.68	198,119.21		110.84	256.35	20.28	453.70	3,220.63	92.29	522.01	10,894.99	261,410.90		8,960.92	8,842.07	100,602.98	81,162.27	1,005.38	2,885.34	5,157.02	208,615.98	* Investment in subsidiaries, associates and joint ventures are measured at cost in accordance with Ind AS 27.
	Others*		-	-	-	-	-		110.84	-	-	-	-	-	-	-	110.84		-	-	-	-	-	-	-	-
	Amortised Cost		16,880.67	22,204.43	-	6,140.68	198,119.21		-	-	-	-	3,050.63	-	-	10,894.99	257,290.60		-	8,842.07	100,602.98	81,162.27	1,005.38	2,885.34	5,157.02	199,655.06
	FVOCI		-	-	-	-	-		-	0.68	-	-	-	-	-	-	0.68		-	-	-	-	-	-	-	-
	FVTPL		-	-	2,494.84	-	-		-	255.66	20.28	453.70	170.00	92.29	522.01	-	4,008.78		8,960.92	-	-	-	-	-	-	8,960.92
	Total		20,909.16	26,317.78	4,410.05	3,456.92	218,389.98		105.99	503.22	1,038.44	32.32	3,544.64	1,837.16	721.33	6,404.40	287,671.38		17,178.14	8,167.55	139,257.26	61,477.98	1,001.18	1,844.61	6,466.37	235,393.09
	Others*		-	-	-	-	-		105.99	-	-	-	-	-	-	-	105.99		-	-	-	-	-	-	-	-
	A mortised Cost		20,909.16	26,317.78	-	3,456.92	218,389.98		-	-	-	-	3,544.64	-	-	6,404.40	279,022.88		-	8,167.55	139,257.26	61,477.98	1,001.18	1,844.61	6,466.37	218,214.95
	**FVOCI **		-	-	-	-	-		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
	FVTPL		-	-	4,410.05	-	-		-	503.22	1,038.44	32.32	-	1,837.16	721.33	-	8,542.51		17,178.14	-	-	-	-	-	-	17,178.14
		Financial Asset	Cash and cash equivalents	Bank balance other than cash and cash equivalents above	Derivative financial instruments	Trade receivables	Loans	Investments	- Joint Ventures/Associates	- Other equity investments	- Units of mutual funds	- Government and corporate securities	- Debt securities	- Preference shares	- Units of private equity	Other financial assets	Total Financial Assets	Financial Liability	Derivative financial instruments	Trade payables	Debt securities including accrued interest	Borrowings (other than debt securities) including accrued interest	Subordinated liabilities	Lease Liability	Other financial liabilities	Total Financial Liabilities

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

(`in Lakhs) Particulars As at March 31, 2021 As at March 31, 2020	Total			2,494.84		-	255.66	20.28	453.70	170.00	92.29	522.01	-	0.68	4,009.46					6,026.88	2,934.04	8,960.92
	Level 3			-		-		-	-	170.00	92.29	522.01	-	0.68	784.98					-	-	-
	Level 2			-		-		-	-	-	-	-	-	-	-					6,026.88	-	6,026.88
	Level 1 Level 2 Level 3 Total Level 1			2,494.84		-	255.66	20.28	453.70	-	-	-	-	-	3,224.48					-	2,934.04	2,934.04
				4,410.05		-	503.22	1,038.44	32.32	-	1,837.16	721.33	-	-	8,542.51					17,178.14	-	17,178.14
				-		-		-	-	-	1,837.16	721.33	-	-	2,558.49					-	-	-
				-		-		-	-	-	-	-	-	-	-					17,178.14	-	17,178.14
				4,410.05		-	503.22	1,038.44	32.32	-	-	-	-	-	5,984.02					-	-	-
		Financial assets:-	Financial assets measured at FVTPL	Options	Financial investments measured at FVTPL	- Joint Ventures/Associates	- Other equity investments	- Units of mutual funds	- Government and corporate securities	- Debt securities	- Preference shares	- Units of private equity	Financial investments measured at FVOCI	- Unlisted equity instruments	Total financial assets		Financial liabilities:-	Financial Liabilities measured at FVTPL	Derivatives not designated as hedges	Embedded derivatives on redeemable market linked debentures	Options	Total financial liabilities

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Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

57.2 Financial assets and liabilities measured at amortised cost for which fair value is disclosed

( ` in Lakhs)

|||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|---|
|Particulars|Fair value
hierarchy|As at March 31, 2021||As at March 31, 2020||
|||Carrying
Amount|Fair Value|Carrying
Amount|Fair Value|
|Financial assets||||||
|Cash and cash equivalents|Level 2|20,909.16|20,909.16|16,880.67|16,880.67|
|Bank balance other than cash and cash
equivalents above|Level 2|26,317.78|26,317.78|22,204.43|22,204.43|
|Receivables|Level 2|3,456.92|3,456.92|6,140.68|6,140.68|
|Loans|Level 3|218,389.98|225,015.94|198,119.21|200,524.32|
|Investments||||||
|- Debt securities|Level 3|3,544.64|2,952.34|3,050.63|2,911.67|
|Other financial assets|Level 3|6,404.40|6,404.40|10,894.99|10,894.99|
|Financial liabilities||||||
|Tradepayable|Level 2|8,167.55|8,167.55|8,842.07|8,842.07|
|Debt securities|Level 2|130,466.62|130,466.62|91,466.06|91,466.06|
|Borrowings(other than debt securities)|Level 2|61,022.12|61,022.12|80,895.37|80,895.37|
|Subordinated liabilities|Level 2|1,000.00|1,000.00|1,000.00|1,000.00|
|Interest accrued on borrowings (other than
debt instruments)|Level 2|455.86|455.86|266.90|266.90|
|Interest accrued on debt instruments|Level 2|8,790.64|8,790.64|9,136.92|9,136.92|
|Interest accrued on subordinated debts|Level 2|1.18|1.18|5.38|5.38|
|Unpaid Dividend|Level 2|4.27|4.27|4.27|4.27|
|Lease Liabilities|Level 3|1,844.61|1,844.61|2,885.34|2,885.34|
|Other Payables|Level 3|6,462.11|6,462.11|5,152.75|5,152.75|

The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1measurements) and lowest priority to unobservable inputs (level 3 measurements).

The hierarchies used are as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entityspecific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Notes:

For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and cash equivalents, bank deposits, trade receivables, loans, other current financial assets, current debt securities, current borrowings and other current financial liabilities. Such amounts have been classified as Level 3 on the basis that no adjustments have been made to the balances in the balance sheet.

There are no transfers between levels 1 and 2 during the year.

57.3 Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments

• for interest rate swaps – the present value of the estimated future cash flows based on observable yield curves

• for foreign currency forwards – present value of future cash flows based on the forward exchange rates at the balance sheet date

• for foreign currency options – option pricing models (eg Black-Scholes model), and

• for other financial instruments – discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities, a contingent consideration receivable and certain derivative contracts, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

57.4 Valuation processes

The finance department of the company includes a team that performs the valuations of non-property items required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the company’s half-yearly reporting periods.

The main level 3 inputs used by the Company are derived and evaluated as follows:

• Discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

• Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk gradings determined by company’s internal credit risk management group.

• Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

• Contingent consideration – expected cash inflows are estimated based on the terms of the sale contract and the entity’s knowledge of the business and how the current economic environment is likely to impact it.

Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO, Audit Committee and the valuation team. As part of this discussion the team presents a report that explains the reason for the fair value movements.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

57.5 Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended March 31, 2021 and March 31, 2020:

					(`in Lakhs)
Particulars	Unlisted equity shares	Debt instruments	Preference shares	Units of private equity	Total
As at April 1, 2019	17.11	-	82.59	367.61	467.31
Acquisitions duringtheyear	-	170.00	-	150.00	320.00
Disposals/redemption duringtheyear	-		-	-	-
Conversions into equity shares during the year	-		-	-	-
Gains/(losses)recognised inprofit or loss*	-		9.70	4.40	14.10
Gains(losses) recognised in other comprehensive income*	(16.43)	-	-	-	(16.43)
As at March 31, 2020	0.68	170.00	92.29	522.01	784.98
Acquisitions duringtheyear	-	-	1,600.00	225.00	1,825.00
Disposals/redemption duringtheyear	-	(170.00)	-	-	(170.00)
Conversions into equityshares duringtheyear	-	-	-	-	-
Gains/(losses)recognised inprofit or loss	-	-	144.87	(25.81)	119.06
Gains(losses) recognised in other comprehensive income*	(0.68)	-	-	-	(0.68)
As at March 31, 2021	0.00	-	1,837.16	721.33	2,558.36

57.6 Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See (c) above for the valuation techniques adopted.

|Particulars|(_in Lakhs)_<br>**Fair value as at**|_(_in Lakhs)
Fair value as at|
|---|---|---|
||March 31, 2021|March 31, 2020|
|Unlisted equityshares|-|0.68|
|Debt instruments|-|170.00|
|Preference shares|1,837.16|92.29|
|Units ofprivate equity|721.33|522.01|

Note 58 : FINANCIAL RISK MANAGEMENT

The Group's activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risk which the Group is exposed to, how the Group manages the risk and the related accounting impact in the financial statements.

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

This note explains the sources of risk which the Group is exposed to and how the Group manages the risk and the impact of hedge accounting in the financial statements.

Risk	Exposure arising from	Measurement	Management
Credit risk	Cash and cash equivalents, bank deposits, trade receivables, loans and other assets, derivative financial instruments, financial assets measured at amortized cost.	"Ageing analysis Credit ratings"	Diversification of bank deposits, credit limits and letters of credit Further Companies are actively involved in �Oversight of the implementation of credit policies �Review of the overall portfolio credit performance and establishing guardrails �Review ofproductprograms
Liquidity risk	Debts, borrowings and other liabilities	Rolling cash flow forecast	Committed borrowing and other credit facilities, assignment of loan assets (whenever required), Asset Liability Management and periodic reviews by ALCO relating to the liquidity positions. ALCO not only ensures that the Company has adequate liquidity on an on- going basis but also examines how liquidity requirements are likely to evolve under different assumptions.
Market risk - foreign exchange	Future commercial transactions Recognised financial assets and liabilities not denominated in Indian rupee(INR)	Cash flow forecasting Sensitivity analysis	Forward foreign exchange contracts Foreign currency options
Market risk - interest rate	Borrowings at variable rates	Sensitivity analysis	Review of cost of funds and pricing disbursement and Interst rate swaps
Market risk - Index linked	Market linked debentures.	Sensitivity analysis	Purchased options to hedge the risk arising out of movement in the NIFTY level.
Market risk - security prices	Investments in mutual funds, Investment in Equity	Sensitivity analysis	Portfolio diversification, assessments of fluctuation in the equity price.

The Group's board of directors have overall responsibility for the establishment and oversight of the Group's risk management framework. The board of directors have established the Risk Management Committee, which is responsible for developing and monitoring the Group's risk management policies. The committee reports regularly to the board of directors on its activities.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and

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Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The audit committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a) Credit risk management:

Credit risk is the risk that the Group will incur a loss because its trade receivable fail to discharge their contractual obligations. The Group has a comprehensive framework for monitoring credit quality of its trade receivables based on days past due monitoring at period end. Repayment by individual trade receivable is tracked regularly and required steps for recovery are taken through follow ups and legal recourse.

Credit risk arises from loans and advances, cash and cash equivalents, and deposits with banks and financial institutions.

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investments in debt securities.

i) Credit risk management

Group considers probability of default upon initial recognition of asset and whether there has been any significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk Group compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information.

Definition of Default

A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which NBFC operates and other macro-economic factors.

For Trade receivables, definition of default has been considered at 360 days past due after looking at the historical trend of receiving the payments.

ii) Provision for expected credit losses

Group provides for expected credit loss based on following:

Particulars	Description of category	Basis for recognition of expected credit lossprovision
		Loans
Stage 1	Assets where the counter-party has strong capacity to meet the obligations and where the risk of default is negligible or nil	12-month expected credit losses
	Assets where there is low risk of default and where the counter-party has sufficient capacity to meet the obligations and where there has been low frequencyof defaults in thepast
	Assets where the probability of default is considered moderate, counter- partywhere the capacityto meet the obligations is not strong

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Particulars	Description of category	Basis for recognition of expected credit lossprovision
		Loans
Stage 2	Assets where there has been a significant increase in credit risk since initial recognition. Assets where thepayments are more than 30 dayspast due	Life-time expected credit losses
	Assets where there is a high probability of default. In general, assets where contractual payments are more than 60 days past due are categorised as low quality assets. Also includes assets where the credit risk of counter-party has increased significantly though payments may not be more than 60 dayspast due
Stage 3	Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with Group. Group categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 120 days past due. Where loans or receivables have been written off, Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.	Credit Loss is recognized on full exposure/ Asset is written off

Year ended March 31, 2021

( ` in Lakhs)

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----- Start of picture text -----

Particulars Asset group Estimated gross Expected credit losses
carrying
amount at default
----- End of picture text -----

Particulars	Asset group Estimated gross carrying amount at default Expected credit losses	Asset group Estimated gross carrying amount at default Expected credit losses	Asset group Estimated gross carrying amount at default Expected credit losses
Loss allowance measured at 12 month expected credit losses	Cash and Cash equivalents	20,910.07	0.91
	Trade Receivables	4,302.73	845.80
	Loans	202,943.74	1,364.88
	Other financial assets	6,614.18	209.78
Loss allowance measured at life-time expected credit losses	Loans	15,413.63	183.22
Credit Loss is recognized on full exposure/ Asset is written off	Loans	3,072.09	1,491.37

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Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

Year ended March 31, 2020

( ` in Lakhs)

			(`in Lakhs)
Particulars	Asset group	Estimated gross carrying amount at default	Expected credit losses
Loss allowance measured at 12 month expected credit losses	Cash and Cash equivalents	16,881.37	0.70
	Trade Receivables	7,091.77	1,124.46
	Loans	191,523.68	860.98
	Other financial assets	11,013.71	118.73
Loss allowance measured at life-time expected credit losses	Loans	6,226.24	71.02
Credit Loss is recognized on full exposure/ Asset is written off	Loans	2,681.42	1,380.04

Collateral held

As of March 31, 2021, the exposure of the Group’s loans were in secured as well as unsecured portfolio. The Group provides loans to the MSME other Corporate Segments which are secured as well as unsecured. The Group is also engaged in the business of supply chain finance, the portfolio of which is unsecured.

All borrowers must meet the Group's internal credit assessment procedures, regardless of the nature of the loan. Based on the nature of product and the Group’s assessment of the customer’s credit risk, a loan may be offered with suitable collateral.

The main types of collateral across various products includes mortgage of residential and commercial properties, Pledge of equity shares and mutual funds and lien on deposits, Plant and Machinery, book debts etc.

The Group periodically monitors the market value of collateral and evaluates its exposure and loan to value metrics for high risk customers. The Group exercises its right of repossession across all secured products. It also resorts to invoking its right under the SARFAESI Act and other judicial remedies available against its mortgages and commercial lending business .

a) Cash and cash equivalents

• Cash and cash equivalents include balance of 20,909.16 Lakhs at 31 March 2021 (2020: 16,880.67 Lakhs) is maintained as cash in hand and balances with Bank and financial institution counterparties with good credit rating therefore have limited exposure to credit risk.

• b) Loans and advances/ Investments at amortised cost The general creditworthiness of a customer tends to be the most relevant indicator of credit quality of a loan extended to it. The loans given by the Group are unsecured and are considered to have low credit risk based on credit evaluation undertaken by the Group. There is no history of any defaults on these loans. Since few counter parties are related parties and employees of the Group, the Group regularly monitors to ensure that these entities have enough liquidity which safeguards the interest of the Group. The said loans at amortized cost are considered to have low credit risk, and the loss allowance recognized during the period was therefore limited to 12 months expected loses, Management considers instruments to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flows obligations in the near terms

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

The Group has business in lending towards secured and un-secured loans. Since these loans are majorly to Class II Companies, a general creditworthiness of a customer tends to be the most relevant indicator of credit quality of a loan extended to it. During the period, there was no change in the Group's collateral policies.

Measurement of Expected Credit Losses

The Group has applied a three-stage approach to measure expected credit losses (ECL) on debt instruments accounted for at amortized cost. Assets migrate through following three stages based on the changes in credit quality since initial recognition:

• (a) Stage 1: 12- months ECL: For exposures where there is no significant increase in credit risk since initial recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12- months is recognized.

• (b) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant increase in credit risk since initial recognition but are not credit-impaired, a lifetime ECL is recognized.

• (c) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence of one or more events that have a detrimental impact on the estimated future cash flows of that asset. For financial assets that have become credit-impaired, a lifetime ECL is recognized and interest revenue is calculated by applying the effective interest rate to the amortized cost.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk of its financial assets since initial recognition by comparing the risk of default occurring over the expected life of the asset. In determining whether credit risk has increased significantly since initial recognition, the Group uses information that is relevant and available without undue cost or effort. This includes the Group’s internal credit rating grading system, external risk ratings and forward-looking information to assess deterioration in credit quality of a financial asset.

The Group assesses whether the credit risk on a financial asset has increased significantly on an individual and collective basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of shared credit risk characteristics, taking into account accounting instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower, collateral type, and other relevant factors. For the purpose of individual evaluation of impairment factors such as internally collected data on customer payment record, utilization of granted credit limits and information obtained during the periodic review of customer records such as audited financial statements, budgets and projections are considered.

In determining whether the credit risk on a financial asset has increased significantly, the Group considers the change in the risk of a default occurring since initial recognition. The default definition used for such assessment is consistent with that used for internal credit risk management purposes.

The Group considers defaulted assets as those which are contractually past due 90 days, other than those assets where there is empirical evidence to the contrary. Financial assets which are contractually past due 30 days are classified under Stage 2 - life time ECL, not credit impaired, barring those where there is empirical evidence to the contrary. The Group considers financial instruments (typically the retail loans) to have low credit risk if they are rated internally or externally within the investment grade. An asset migrates down the ECL stage based on the change in the risk of a default occurring since initial recognition. If in a subsequent period, credit quality improves and reverses any previously assessed significant increase in credit risk since origination, then the loan loss provision stage reverses to 12-months ECL from lifetime ECL.

306

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Probability of Default (PD)

The PD represents the likelihood of a borrower defaulting on its financial obligation, either over the next 12 months (12-month PD), or over the remaining lifetime (Lifetime PD) of the obligation.

Loss Given Default (LGD)

LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD varies by type of counterparty, type and preference of claim and availability of collateral or other credit support.

Exposure at default (EAD)

Exposure at default is the total value an entity is exposed to when a loan defaults. It is the predicted amount of exposure that an entity may be exposed to when a debtor defaults on a loan. The outstanding principal and outstanding arrears reported as of the reporting date for computation of ECL is used as the EAD for all the portfolios.

Macroeconomic Scenarios

In addition, the Group uses reasonable and supportable information on future economic conditions including macroeconomic factors such as IIP and repo rate. Since incorporating these forward looking information increases the judgment as to how the changes in these macroeconomic factor will affect ECL, the methodology and assumptions are reviewed regularly.

iii) Reconciliation of loss allowance provision

For loans

( ` in Lakhs)

|(_in Lakhs)_|_(_in Lakhs)|(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|
|Reconciliation of loss allowance|Loss allowance
measured at 12
month expected
losses|Loss allowance measured at life-time
expected losses||
|||Financial assets
for which credit
risk has increased
significantly and not
credit-impaired|Financial assets
for which credit
risk has increased
significantly and
credit-impaired|
|Loss allowance as at April 01, 2019|1,049.63|0.10|967.02|
|Changes in loss allowances due to :||||
|ECL duringtheyear/ (reversal) net|(188.65)|70.92|413.02|
|Loss allowance on 31st March, 2020|860.98|71.02|1,380.04|
|Changes in loss allowances due to||||
|ECL duringtheyear/ (reversal) net|503.90|112.20|111.33|
|Loss allowance on 31st March, 2021|1,364.88|183.22|1,491.37*|

Write-offs still under enforcement

Financial assets are written-off when the Group has no reasonable prospects of recovering any further cash flows from the financial assets. In the case of assets that are assessed collectively for impairment. The has been no contractual amount outstanding on financial assets written-off during the year ended March 31, 2021 and still subject to enforcement activity.

Significant increase in credit risk

Based on business environment in which the Group operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. The Group assesses and manages credit risk based on movement of borrowers between stages as defined, historical

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

data of the borrowers and forward looking information. The Group has established a credit quality review process to provide early identification of possible changes in the creditworthiness of counterparties."

Forward looking information

Management has assessed the impact of COVID-19 on significant increase in credit risk, impairment loss allowance and impairment on other assets. Refer note 61 for detailed disclosure regarding the same.

c) Trade Receivables

Group has established a simplified impairment approach for qualifying trade receivables. For these assets, Group has recognized a loss allowance based on Lifetime ECLs rather than the two step process under the general approach.

d) Derivative assets

The Group enters into derivatives for risk management purposes. These include hedges that either meet the hedge accounting requirements or hedges that are economic hedges, but the Group has elected not to apply hedge accounting requirements.

The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts. The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts.

||||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
|Particulars|As at March 31, 2021||As at 31 March, 2020
Notional
Amounts
Fair Value -
Assets||
||Notional
Amounts|Fair Value -
Assets|Notional
Amounts|Fair Value -
Assets|
|Index derivatives:|2,881.25|4,410.05|3,048.86|2,494.84|
|Total derivative financial instruments
(Assets)|2,881.25|4,410.05|3,048.86|2,494.84|

Total derivative financial instruments (Assets)	2,881.25 4,410.05	2,881.25 4,410.05	3,048.86 2,494.84	3,048.86 2,494.84
			(`in Lakhs)
Particulars	As at March 31, 2021		As at 31 March, 2020 Notional Amounts Fair Value - Liabilities
	Notional Amounts	Fair Value - Liabilities	Notional Amounts	Fair Value - Liabilities
Index derivatives:	-	-	1,015.43	2,934.12
Total derivative financial instruments (Liabilities)	-	-	1,015.43	2,934.12

Measurement of Expected Credit Losses

The Group has applied a three-stage approach to measure expected credit losses (ECL) on loans. Assets migrate through following three stages based on the changes in credit quality since initial recognition:

• (a) Stage 1: 12- months ECL: For exposures where there is no significant increase in credit risk since initial recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12- months is recognized.

• (b) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant increase in credit risk since initial recognition but are not credit-impaired, a lifetime ECL is recognized.

• (c) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence of one or more events that have a detrimental impact on the estimated future cash flows of that asset. For financial assets that have become credit-impaired, a lifetime ECL is recognized and interest revenue is calculated by applying the effective interest rate to the amortized cost.

308

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

At each reporting date, Group assesses whether there has been a significant increase in credit risk of its financial assets since initial recognition by comparing the risk of default occurring over the expected life of the asset. In determining whether credit risk has increased significantly since initial recognition, Group uses information that is relevant and available without undue cost or effort. This includes Group’s internal credit rating grading system, external risk ratings and forward-looking information to assess deterioration in credit quality of a financial asset.

The Group assesses whether the credit risk on a financial asset has increased significantly on an individual and collective basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of shared credit risk characteristics, taking into account accounting instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower, collateral type, and other relevant factors. For the purpose of individual evaluation of impairment factors such as internally collected data on customer payment record, utilization of granted credit limits and information obtained during the periodic review of customer records such as audited financial statements, budgets and projections are considered.

In determining whether the credit risk on a financial asset has increased significantly, the Group considers the change in the risk of a default occurring since initial recognition. The default definition used for such assessment is consistent with that used for internal credit risk management purposes.

Group measures the amount of ECL on a financial instrument in a way that reflects an unbiased and probabilityweighted amount. Group considers its historical loss experience and adjusts the same for current observable data. The key inputs into the measurement of ECL are the probability of default, loss given default and exposure at default. These parameters are derived from Group’s internally developed statistical models and other historical data.

Probability of Default (PD)

Borrowers have been classified into two asset classes - Corporate and Retail. For Corporate borrowers, PD has been mapped using the credible external rating study. For retail borrowers, due to insufficiency of historical data proxy of PD has been mapped from other portfolio of same entity. In case entity does not have any other portfolio, then rating of Group (group Group) has been used to compute PD.

Loss Given Default (LGD)

Historical recovery is usually considered to calculate Loss Given Default (LGD). For all stages, cases (DPD> 90) are considered while arriving at historical LGD. Recovery period for all the cases are 6 months, the capping is based on assumption that maximum recovery gets incurred within 6 months of default and after that recovery is negligible. For Group significant data for computation of LGD was not available. Hence, Basel reference is used for LGD. Accordingly we have used 65% as LGD which corresponds against Senior Unsecured Claims.

Exposure at default (EAD)

Exposure at default is the total value an entity is exposed to when a loan defaults. It is the predicted amount of exposure that an entity may be exposed to when a debtor defaults on a loan. The outstanding principal and outstanding arrears reported as of the reporting date for computation of ECL is used as the EAD for all the portfolios.

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

||(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|
|Reconciliation of loss allowance|Loss allowance measured at 12
month expected losses||
||For Trade
Receivables|For other
Financial Assets|
|Loss allowance on 1 April 2019|2,427.98|111.67|
|Changes in loss allowances due to|||
|Net remeasurement of loss allowance|(1,301.52)|7.06|
|Loss allowance on 31 March 2020|1,126.46|118.73|
|Changes in loss allowances due to|||
|Bad debts written off|(15.42)|-|
|Net remeasurement of loss allowance|(265.24)|91.05|
|Loss allowance on 31 March 2021|845.80|209.78|

Loans that are past due but not impaired

Loans that are ‘past due but not impaired’ are those for which contractual interest or principal payments are past due but Group believes that impairment is not appropriate on the basis of the level of security or collateral available and/or the stage of collection of amounts owed to Group.

As of 31[st] March 2021, Group does not have any exposure on loans and advances that were modified but not derecognised during the year, for which the provision for doubtful debts was measured at a lifetime ECL at the beginning of the year and at the end of the year had changed to 12- months ECL

Concentration of credit risk

The Group monitors concentrations of credit risk by sector and by segments. The major portfolio of Group is under Investments. Group regularly track the performance of the investment portfolio as this has high concentration risk.

b) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. Due to the dynamic nature of the underlying businesses, Group's treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Financing arrangements

The Group has access to the following undrawn borrowing facilities at the end of the reporting period:

		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Undrawn borrowingfacilities	12,085.85	9,454.07

Maturities of financial liabilities

The tables below analyse the group’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities, and net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

310

Centrum Capital Limited Annual Report 2020-21

Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

As at March 31,2021

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----- Start of picture text -----

( ` in Lakhs)
Particulars Carrying Contractual cash flows
amount
Gross upto 3 3 to 6 6 to 12 1 year to Over 3
nominal months months months 3 year year
inflow/
(outflow)
----- End of picture text -----

|Particulars|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(_in Lakhs)_<br>**Carrying**<br>**amount**<br>**Contractual cash flows**<br>**Gross**<br>**nominal**<br>**inflow/**<br>**(outflow)**<br>**upto 3**<br>**months**<br>**3 to 6**<br>**months**<br>**6 to 12**<br>**months**<br>**1 year to**<br>**3 year**<br>**Over 3**<br>**year**|_(_in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|(`in Lakhs)
Carrying
amount
Contractual cash flows
Gross
nominal
inflow/
(outflow)
upto 3
months
3 to 6
months
6 to 12
months
1 year to
3 year
Over 3
year|
|---|---|---|---|---|---|---|---|
|||||||||
|Non-derivative financial
liabilities||||||||
|Debt securities|130,466.62|(167,461.09)|(12,059.11)|(14,086.96)|(30,917.79)|(88,393.04)|(22,004.19)|
|Borrowings (other than
debt securities)|61,022.12|(62,338.90)|(10,876.91)|(8,765.80)|(18,886.76)|(19,054.05)|(4,755.38)|
|Subordinated liabilities|1,000.00|(1,001.18)|(0.93)|-|
(0.25)|-|(1,000.00)|
|Lease Liabilities|1,844.61|(1,927.45)|(255.91)|(251.50)|(567.07)|(850.57)|(2.40)|
|Other financial liabilities|15,714.05|(15,714.08)|(7,735.38)|(2,364.98)|(4,207.23)|(1,118.03)|(288.46)|
||210,047.41|(248,442.70) |(30,928.24) |(25,469.24) |(54,579.10)|(109,415.69) |(28,050.43)|
|Derivative financial
Liabilities||||||||
|Derivative Financial
Instruments|17,178.14|(17,178.15)|(966.52)|(982.17)|(3,716.65)|(11,512.81)|-|
|Derivative financial
assets||||||||
|Derivative Financial
Instruments|4,410.05|(4,410.05)|(1,422.48)|-|
(2,638.87)|(348.70)|-|

As at March 31,2020

( ` in Lakhs)

As at March 31,2020
		(`in Lakhs)
Particulars	Carrying amount		Contractual cash flows
		Gross nominal inflow/ (outflow)	upto 3 months	3 to 6 months	6 to 12 months	1 year to 3 year	Over 3 year
Financial liabilities
Debt securities	91,466.06	(114,159.30)	(12,449.88)	(2,532.33)	(38,582.95)	(52,710.82)	(7,883.32)
Borrowings (other than debt securities)	80,895.37	(80,895.37)	(16,797.12)	(13,150.13)	(25,750.97)	(20,646.74)	(4,550.41)
Subordinated liabilities	1,000.00	(1,000.00)	-	-	-	-	(1,000.00)
Lease Liabilities	2,885.34	(3,718.42)	(362.70)	(328.05)	(626.68)	(1,321.02)	(1,079.97)
Other financial liabilities	14,566.22	-
	190,812.99	**(199,773.09) **	(29,609.70)	**(16,010.51) **	**(64,960.60) **	**(74,678.58) **	(14,513.70)
Derivative financial Liabilities
Derivative Financial Instruments	8,960.92	(8,960.92)	(1,238.95)	-	(4,465.16)	(3,005.84)	(250.97)
Derivative financial assets
Derivative Financial Instruments	2,494.84	(2,494.84)	-	-	(392.16)	(2,102.68)	-

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

c. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Total market risk exposure

Total market risk exposure
				(`in Lakhs)
Particulars	As at March 31, 2021			As at 31 March, 2020
	Carrying amount Traded risk Non traded risk			Carrying amount	Traded risk	Non traded risk
Assets
Cash and cash equivalents	20,909.16	-	20,909.16	16,880.67	-	16,880.67
Bank balance other than cash and cash equivalents above	26,317.78	-	26,317.78	22,204.43	-	22,204.43
Derivative financial instruments	4,410.05	4,410.05	-	2,494.84	2,494.84	-
Trade Receivables	3,456.92	-	3,456.92	6,140.68	-	6,140.68
Loans	218,389.98	-	218,389.98	198,119.21	-	198,119.21
Investments - at amortised cost	3,650.63	-	3,650.63	3,161.47	-	3,161.47
Investments - at FVOCI	-	-	-	0.68	0.68	-
Investments - at FVTPL	4,132.46	4,132.46	-	1,513.94	1,513.94	-
Other financial assets	6,404.40	-	6,404.40	10,894.99	-	10,894.99
Liabilities
Tradepayables	8,167.55	-	8,167.55	8,842.07	-	8,842.07
Derivative Financial Instruments	17,178.14	17,178.14	-	8,960.92	8,960.92	-
Debt securities	139,257.26	-	139,257.26	100,602.98	-	100,602.98
Borrowings (other than Debt securities)	61,477.98	-	61,477.98	81,162.27	-	81,162.27
Subordinated liabilities	1,001.18	-	1,001.18	1,005.38	-	1,005.38
Lease Liability	1,844.61		1,844.61	2,885.34		2,885.34
Other financial liabilities	6,466.37	-	6,466.37	5,157.02	-	5,157.02

• i) Price risk

Price risk exposes the Group to fluctuations in fair values or future cash flows of a financial instrument because of changes in market prices whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market.

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

( ` in Lakhs)

Particulars	As at March 31, 2021	As at March 31, 2021	As at March 31, 2021	As at March 31, 2021
	Impact onprofit before tax		Impact on OCI
	1% increase	1% decrease	1% increase	1% decrease
(a) Equity Instruments	5.03	(5.03)	-	-
(b)Debt securities	-	-	-	-
(c)Preference shares	18.37	(18.37)	-	-
(d)Units of Mutual funds	10.38	(10.38)	-	-
(e)Government and corporate securities	0.32	(0.32)	-	-
(f)Units ofprivate equity	7.21	(7.21)	-	-
(g)Options(net)	44.10	(44.10)	-	-

( ` in Lakhs)

||(_in Lakhs)_|_(_in Lakhs)|(_in Lakhs)_|_(_in Lakhs)|
|---|---|---|---|---|
|Particulars|
As at March 31, 2020||||
||Impact onprofit before tax||Impact on OCI||
||1% increase|1% decrease|1% increase|1% decrease|
|(a) Equity Instruments|2.56|(2.56)|0.01|(0.01)|
|(b)Debt securities|1.70|(1.70)|-|-|
|(c)Preference shares|0.92|(0.92)|-|-|
|(d)Units of Mutual funds|0.20|(0.20)|-|-|
|(e)Government and corporate securities|4.54|(4.54)|-|-|
|(f)Units ofprivate equity|5.22|(5.22)|-|-|
|(g)Options(net)|(4.39)|4.39|-|-|

ii) Currency risk : Trade Receivable

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group's exposures to unhedged foreign currency risk as at the end of reporting periods expressed in INR as follows :

expressed in INR as follows :
		(`in Lakhs)
Particulars	March 31, 2021	March 31, 2020
Loan & advances to relatedparties	Nil	Nil
Trade Receivable	4.69	12.11
	(USD 6,392 @ Closing rate of 1USD =73.5047)|(USD 15,000 @<br>Closing rate of<br>1USD =74.34)

Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments

||(_in Lakhs)_<br>**Impact on Profit before tax**|_(_in Lakhs)
Impact on Profit before tax|
|---|---|---|
|Particulars|
March 31, 2021|
March 31, 2020|
|INR/USD Sensitivityincrease by5%|0.23|0.56|
|INR/USD Sensitivitydecrease by5%|(0.23)|(0.56)|

iii) Interest rate risk

The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk.

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

The Group’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Exposure to interest rate risk

The interest rate profile of the Bank's interest-bearing financial instruments as reported to the management is as follows.

		(`in Lakhs)
Particulars	As at March 31, 2021	As at March 31, 2020
Variable-rate instruments	33,737.70	54,870.46
Borrowing

Sensitivity

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

rates.
	(`in Lakhs) Impact on Profit before tax
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Interest rates – increase by100 basispoints(100 basispoints)*	337.4 (337.4)	548.7 (548.7)
Interest rates – decrease by100 basispoints(100 basispoints)*

• Holding all other variables constant

Fair value sensitivity analysis for fixed rate instruments

The Group's fixed rate instruments are carried at amortised cost and are not measured for interest rate risk, as neither the carrying amount nor the future cash flows will fluctuate because of changes in market interest rates.

Note 59: Material partly-owned subsidiary

rates. Note 59: Material partly-owned subsidiary
		(`in Lakhs)
Particulars (As at March 31, 2021)	Centrum Housing Finance Limited	Centrum Wealth Limited
Proportion of interest held bynon-controllinginterests Accumulated balances of material non-controllinginterests Summarised Financial information for the Balance Sheet Financial Assets Non Financial Assets Financial Liabilities Non Financial Liabilities Dividendpaid to non-controllinginterests Summarised Financial information for the Statement for Profit and Loss Revenue from operations Profit/(Loss)for theyear Other Comprehensive Income(OCI) Total Comprehensive Income Summarised Financial information for the Cash Flow	43.61%	34.41%
	17,399.87	(926.99)
	66,217.47	4,505.25
	842.76	2,300.67
	26,870.45	8,288.37
	123.04	932.68
	Nil	Nil
	6,799.33	8,468.52
	1,188.19	92.35
	4.37	(50.47)
	1,192.56	41.88

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Consolidated

Notes Forming part of the Ind AS Financial Statements For the year ended March 31, 2021 (contd.)

		(`in Lakhs)
Particulars (As at March 31, 2021)	Centrum Housing Finance Limited	Centrum Wealth Limited
Net cash inflow/(outflow)from Operatingactivities	(1,881.64)	2,850.27
Net cash inflow/(outflow)from Investingactivities	(819.21)	(488.66)
Net cash inflow/(outflow)from Financingactivities	4,820.22	(2,929.03)
Net cash inflow/(outflow)	2,119.36	(567.42)

Net cash inflow/(outflow)from Operatingactivities Net cash inflow/(outflow)from Investingactivities Net cash inflow/(outflow)from Financingactivities Net cash inflow/(outflow)	Finance Limited (1,881.64) (819.21) 4,820.22 2,119.36	Limited 2,850.27 (488.66) (2,929.03) (567.42)
		(`in Lakhs)
"Particulars (As at March 31, 2020) Proportion of interest held bynon-controllinginterests Accumulated balances of material non-controllinginterests Summarised Financial information for the Balance Sheet Financial Assets Non Financial Assets Financial Liabilities Non Financial Liabilities Dividendpaid to non-controllinginterests Summarised Financial information for the Statement for Profit and Loss Revenue from operations Profit/(Loss)for theyear Other Comprehensive Income(OCI) Total Comprehensive Income Summarised Financial information for the Cash Flow Net cash inflow/(outflow)from Operatingactivities Net cash inflow/(outflow)from Investingactivities Net cash inflow/(outflow)from Financingactivities Net cash inflow/(outflow)	Centrum Housing Finance Limited	Centrum Wealth Limited
	43.61%	34.41%
	16,879.80	(923.72)
	61,361.19	5,137.13
	671.46	3,726.43
	23,123.99	10,667.87
	149.81	652.70
	4.46	Nil
	5,114.29	7,315.53
	180.32	(3,687.77)
	3.20	(1.59)
	183.52	(3,689.36)
	(21,902.80)	(3,323.62)
	991.75	1,733.18
	22,687.92	2,199.92
	1,776.86	609.49

Note 60:

The subsidiary Company Centrum Financial Services Limited (CFSL) had invested in 50 Perpetual Subordinated Unsecured Basel III Compliant Additional Tier I Bonds (“AT I Bonds”) issued by Yes Bank Limited aggregating to 500 Lakhs on October 18, 2017. Yes Bank Limited has fully written down AT I Bonds in their financial statements for year ended 31 March 2020. Axis Trustee, representing the Bondholders, has filed a Writ Petition in the Hon’ble Bombay High Court to seek a restraining order against the Issuer to unilaterally write down the bonds to zero. Subsequently, the Honourable Court has directed that any action taken by Yes Bank Limited shall be subject to outcome of the writ petition. Since the matter filed by Axis Trustee is pending in the Bombay High Court for further orders, and sufficient time has lapsed, the Management has taken a conservative view to write down the carrying amount of the bond of 100 Lakhs completely as on March 31, 2021.

Note 61:

The outbreak of COVID-19 pandemic across the globe and in India had a significant impact on the global and Indian financial markets and slowdown in economic activities. The Group has granted moratorium up to six months on the payment of instalments falling due between March 01, 2020 and August 31, 2020 to all eligible borrowers based on the Board approved moratorium policy read with the Reserve Bank of India (RBI) guidelines dated March 27, 2020 and May 23, 2020 relating to ‘COVID-19 - Regulatory Package’ and RBI guidelines on Asset

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Consolidated

Notes Forming part of the Ind AS Financial Statements

For the year ended March 31, 2021 (contd.)

Classification and Provisioning dated April 17, 2020.Further, period for which moratorium is granted has not been considered for computing days past due (DPD) as on March 31, 2021. Extension of such moratorium benefit to the borrowers as per the COVID-19 Regulatory Package of the Reserve Bank of India (RBI) and DPD freeze for such period, by itself, was not assessed/considered to result in significant increase in the credit risk as per Ind AS 109 for staging of accounts. The Group had made provisions as per the adopted ECL model for impairment on financial instruments. Currently, the Group has considered the moratorium, various other measures taken by Government and the DPD status from the end of the moratorium period and the collection efficiency of the Group and accordingly have assessed that no additional provisioning on account of impact of COVID 19 is required as on March 31, 2021. Further, the Group’s current view is that all other assets of the Group are recoverable. The impact of COVID -19 is dynamic, evolving and uncertain and impact assessment is based on the current situation. However, the actual impact may vary due to prevailing uncertainty caused by the pandemic.

Hon'ble Supreme Court , in a public interest litigation (Gajendra Sharma vs. Union Bank of India & Anc) vide an interim order dated September 3, 2020 had directed that accounts which were not declared NPA till August 31, 2020 shall not be declared as NPA till further orders. Basis the said interim order, until December 31, 2020, the Group did not classify any additional borrower account as NPA as per RBI or other regulatory prescribed norms after August 31, 2020 which were not NPA as of August 31, 2020.

The interim order stood vacated on March 23, 2021 vide the judgement of the Hon'ble Supreme Court in the matter of Small Scale Industrial manufacturers Association v/s UOI & Ors. and other connected matters. In accordance with the instructions in paragraph 5 of the RBI circular no. RBI/2021-22/17 DOR.STR. REC. 4/ 21.04.048/ 2021-22, dated April 07, 2021 issued in this connection, the Group has classified the borrower account as per the extant RBI norms/ IRAC norms and as per the ECL model under Ind AS Financial Statements as on March 31, 2021

Note 62 : Events occurring after the reporting period

During the year, there have been no events after the reporting date that require disclosure in these financial statements.

Note 63 : Previous year comparatives

Previous year’s figures have been regrouped/rearranged, wherever necessary to conform to current year’s classifications/disclosure.

As per our report of even date For Haribhakti & Co. LLP Chartered Accountants ICAI Firm registration No.103523W/W100048

Snehal Shah

Partner Membership No.048539

Place: Mumbai Date: June 22, 2021

For and on behalf of Board of Directors Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman DIN : 00128320

Sriram Venkatasubramanian Alpesh Shah Chief Financial Officer Company Secretary

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CORPORATE OFFICE

Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai-400098 Tel.: 022-4215 9000 Fax No.: 022-4215 9940 Website: www.centrum.co.in

REGISTRAR AND SHARE TRANSFER AGENTS Link Intime India Private Limited C–101, 247 Park, L. B. S. Marg, Vikhroli West, Mumbai-400 083 Tel. No.: 022 – 4918 6000 Fax No.: 022 – 4918 6060 Website: www.linkintime.co.in E-Mail: mumbai@linkintime.co.in

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