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Centrum Capital Limited Capital/Financing Update 2021
61929_rns_2021-10-26_cce65af1-47d7-42e8-b9be-0aa32a0e6b1f.pdf
Capital/Financing Update
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C-NTRUM
October 26, 2021
| To | To |
|---|---|
| National Stock Exchange of India Limited | BSE Limited |
| Exchange Plaza, | Corporate Relations Department, |
| Plot No. C/1, G Block, | 1st Floor, New Trading Ring, |
| Bandra -Kurla Complex, Bandra (East), | P. J. Towers, Dalal Street, |
| Mumbai-400 051 | Mumbai -400 001. |
| Scrip Code - 501150 | NSE Scrip Code: - CENTRUM |
Ref.: Disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")
Dear Sir/Madam,
Further to the earlier disclosures made in this connection, we wish to inform that the following documents have been executed today:
- l. Business transfer Agreement (BTA) between Centrum Financial Services Limited ("CFSL"), subsidiary company of the Company and Unity Small Finance Bank Limited ("USFB"), stepdown subsidiary company of the Company, for the sale/ transfer of 'business undertaking' of CFSL to USFB via a slump sale, on a going concern and 'as-is-where-is' basis.
-
- Business transfer Agreement (BTA) between Centrum Microcredit Limited ("CML"), subsidiary company of the Company and USFB, step-down subsidiary company of the Company, for the sale/ transfer of 'business undertaking' of CML to USFB via a slump sale, on a going concern and 'as-is-where-is' basis.
-
- Shareholders Agreement ("SHA") executed between CFSL, Resilient Innovations Private Limited ("RIPL") and USFB in connection with the shareholding of CFSL and RIPL in USFB.
The aforesaid agreements will become effective from the date Commencement of Business by USFB.
This intimation is being made in compliance with Regulation 30, read with Schedule Ill of the Listing Regulations. Please find the details of the aforesaid transactions, in Annexure A and Annexure B to this letter.
Kindly take this on record and acknowledge receipt of this intimation.
Thanking you.
Yours faithfully,
For Centrum Capital Limited
Sr�bramanian Chief Financial Officer Encl: a/a
Centrum Capital Limited(CIN No.:L65990MH1977PLC019986)
Corporate Office : Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East) , Mumbai - 400 098. Tel : +91 22 4215 9000 Registered Office: 2nd Floor, Bombay Mutual Building, Or. 0. N. Road, Fort, Mumbai - 400 001. Tel: +91 22 2266 2434 Email: [email protected] Website: www.centrum.co.in
Annexure A
Business transfer Agreements between CFSL and USFB & CML and USFB
$\mathbf{I}$ .
| Sr.no.$\mathbf{1}$ | ParticularsThe amount and percentage ofthe turnover or revenue orworthnetand | Centrum Financial ServicesLimited ("CFSL")Contribution during the yearended March 31, 2021 byCFSL: | MicrocreditCentrumLimited ("CML")Contribution during the yearended March 31, 2021 byCML: |
|---|---|---|---|
| incomecontributed by such unit ordivision of the Listed Entityduring the last Financial Year; | Rs.Income:Totala)1,494,154,708/- (29.12% ofConsolidated Total Income ofthe Company) | Rs.Income:Totala)of881,739,038/- (17.18%Consolidated Total Income ofthe Company) | |
| Rs.Worth:Netb)3,032,497,224/- (39.71% ofthe Consolidated Net worthof the Company)October 26, 2021 | Rs.Worth:Netb)783,183,187/- (10.26% of theConsolidated Net worth ofthe Company)October 26, 2021 | ||
| $\overline{2}$ | Date on which the agreementfor sale has been entered into; | ofdatetheOn | |
| $\overline{3}$ | $\circ$ fThe date/expected datecompletion of sale/disposal; | ofdatetheOnCommencement of Businessby USFB | Commencement of Businessby USFBConsideration amounting to |
| $\overline{4}$ | Consideration received fromsuch sale/disposal; | Consideration amounting to$~\sim$ INR 316 Crore | $~\sim$ INR 110 CroreUnity Small Finance Bank |
| 5 | Brief details of buyers andwhether any of the buyerspromoter/thetobelonggroup/grouppromoterdetailsyes,Ifcompanies.thereof; | Unity Small Finance Bank("USFB") is a step downsubsidiary of the Company. | ("USFB") is a step downsubsidiary of the Company. |
| $6\phantom{1}$ | Whether the transaction wouldpartyrelatedwithinfalltransactions? | Yes | Yes |
| $\overline{7}$ | Additionally, in case of a slumpdisclosuresindicativesale,provided for amalgamation/merger, shall be disclosed by thelisted entity with respect to suchslump sale. | beingistransferTheundertaken through a BTAbetweenexecutedsubsidiaries of the Company. | beingistransferTheundertaken through a BTAbetweenexecutedsubsidiaries of the Company. |
Corporate Office: Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400 098. Tel : +91 22 4215 9000 Registered Office: 2nd Floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai - 400 001. Tel: +91 22 2266 2434 Email: [email protected] Website: www.centrum.co.in
Annexure B
CTNTRUM
| Sr. no. | Particulars | Details |
|---|---|---|
| 1 | Name(s) of parties with whom the agreementis entered; | SHA has been executed amongstCentrum Financial Services Limited("CFSL"), Resilient Innovations Privateand Unity SmallLimited ("RIPL")Finance Bank Limited ("USFB") |
| $\overline{2}$ | Purpose of entering into the agreement; | To record the rights and obligations ofshareholders of USFB. |
| $\overline{3}$ | Shareholding, if any, in the entity with whomthe agreement is executed; | USFB is a subsidiary of CFSL and stepdown subsidiary of the Company. |
| $\overline{4}$ | Significant terms of the agreement (in brief)special rights like right to appoint directors,first right to share subscription in case ofissuance of shares, right to restrict any changein capital structure etc.; | The Company is the promoter of CFSLand USFB.The SHA, inter-alia includes certainterms involving capital structure,shareholder's representation on theboard and transfer of securities ofUSFB. |
| 5 | Whether, the said parties are related topromoter/promoter group/ group companiesin any manner. If yes, nature of relationship; | CFSL is a material subsidiary of theCompany and USFB is a step downsubsidiary of the Company. |
| 6 | Whether the transaction would fall withinrelated party transactions? | Yes |
| $\overline{7}$ | In case of issuance of shares to the parties,details of issue price, class of shares issued; | NA |
| $\bf 8$ | suchdisclosures related toAny otheragreements, viz., details of nominee on theboard of directors of the listed entity, potentialconflict of interest arising out of suchagreements, etc; | Please refer to para 4 above |
| 9 | In case of termination or amendment ofdiscloseshallentitylistedagreement,additional details to the stock exchange(s):name of parties to the agreement;а.nature of the agreement;b.c. date of execution of the agreement;d. details of amendment and impactthereof or reasons of termination andimpact thereof. | Not applicableapita |
Disclosure w.r.t the execution of Shareholders Agreement ("SHA")
Centrum Capital Limited (CIN No.:L65990MH1977PLC019986)
Corporate Office: Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400 098. Tel: +91 22 4215 9000Registered Office: 2nd Floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai - 400 001. T Website: www.centrum.co.in