Centrum Capital Limited — Capital/Financing Update 2021

Oct 26, 2021

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.
• 1. 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.
• 1. 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,

Encl: a/a

For Centrum Capital Limited

Sr�bramanian Chief Financial Officer

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: info@centrum.co.in Website: www.centrum.co.in

Annexure A

Business transfer Agreements between CFSL and USFB & CML and USFB

$\mathbf{I}$ .

Sr. no.	Particulars	Centrum Financial Services Limited ("CFSL") Contribution during the year	Microcredit Centrum Limited ("CML") Contribution during the year
$\mathbf{1}$	The amount and percentage of the turnover or revenue or worth net and income contributed by such unit or division of the Listed Entity during the last Financial Year;	ended March 31, 2021 by CFSL: Rs. Income: Total a) 1,494,154,708/- (29.12% of Consolidated Total Income of	ended March 31, 2021 by CML: Rs. Income: Total a) of 881,739,038/- (17.18% Consolidated Total Income of
		the Company) Rs. Worth: Net b) 3,032,497,224/- (39.71% of the Consolidated Net worth of the Company) October 26, 2021	the Company) Rs. Worth: Net b) 783,183,187/- (10.26% of the Consolidated Net worth of the Company) October 26, 2021
$\overline{2}$ $\overline{3}$	Date on which the agreement for sale has been entered into; The date/expected date	date the On of Commencement of Business	of date the On of Commencement of Business
4	completion of sale/disposal; from Consideration received	by USFB Consideration amounting to $~\sim$ INR 316 Crore	by USFB Consideration amounting to $~\sim$ INR 110 Crore
5	such sale/disposal; Brief details of buyers and whether any of the buyers promoter/ the to belong group/group promoter details If yes, companies. thereof;	Unity Small Finance Bank ("USFB") is a step down subsidiary of the Company.	Unity Small Finance Bank ("USFB") is a step down subsidiary of the Company.
6	Whether the transaction would party related within fall transactions?	Yes	Yes
$\overline{7}$	Additionally, in case of a slump disclosures indicative sale, provided for amalgamation/ merger, shall be disclosed by the listed entity with respect to such slump sale.	being transfer is The undertaken through a BTA between executed 82 - Anto subsidiaries of the Company.	being is transfer The undertaken through a BTA between executed subsidiaries 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: info@centrum.co.in Website: www.centrum.co.in

Annexure B

CTNTRUM

Sr. no.	Particulars	Details
$\mathbf{1}$	Name(s) of parties with whom the agreement is entered;	SHA has been executed amongst Centrum Financial Services Limited ("CFSL"), Resilient Innovations Private and Unity Small Limited ("RIPL") Finance Bank Limited ("USFB")
$\overline{2}$	Purpose of entering into the agreement;	To record the rights and obligations of shareholders of USFB.
3	Shareholding, if any, in the entity with whom the agreement is executed;	USFB is a subsidiary of CFSL and step down 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 of issuance of shares, right to restrict any change in capital structure etc.;	The Company is the promoter of CFSL and USFB. The SHA, inter-alia includes certain terms involving capital structure, shareholder's representation on the board and transfer of securities of USFB.
5	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;	CFSL is a material subsidiary of the Company and USFB is a step down subsidiary of the Company.
6	Whether the transaction would fall within related party transactions?	Yes
$\overline{7}$	In case of issuance of shares to the parties, details of issue price, class of shares issued;	NA
8	disclosures related to such Any other agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc;	Please refer to para 4 above
$\overline{9}$	In case of termination or amendment of disclose agreement, listed entity shall additional details to the stock exchange(s): name of parties to the agreement; a. nature of the agreement; b. c. date of execution of the agreement; d. details of amendment and impact thereof or reasons of termination and impact thereof.	Not applicable apita

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 9000
Registered Office: 2nd Floor, Bombay Mutual Building, Dr. D. N. Road, Fort, Mumbai - 400 001. T Website: www.centrum.co.in