Centrum Capital Limited — Proxy Solicitation & Information Statement 2023

Sep 14, 2023

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September 14, 2023

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.

Sir / Madam,

Sub.: Notice of Postal Ballot of Centrum Capital Limited (“the Company”) Ref: Scrip Code – 501150 and NSE Scrip Code: - CENTRUM

We invite your attention to our letter dated September 11, 2023, wherein it was informed that the Board of Directors of the Company vide circular resolution had approved re-appointment of Ms. Anjali Seth (DIN: 05234352) as an Independent Director of the Company for a second term of five consecutive years commencing from November 12, 2023 to November 11, 2028 (both days inclusive) and whose office shall not be liable to retire by rotation, subject to approval of the shareholders of the Company through Postal Ballot.

In this regard, please find enclosed the Notice of Postal Ballot (‘Notice’) together with the Explanatory Statement being sent to the members of the Company.

In compliance with the provisions of the General Circular No. 11/2022 dated 28th December, 2022 and other relevant Circulars issued by the Ministry of Corporate Affairs from time to time, this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, September 08, 2023 (‘Cut-off date’).

The members whose e-mail address is not registered with the Company/Depositories, to receive the Notice, may register their e-mail address with Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company in the manner as provided in the enclosed Notice.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its members. The remote e-voting period commences on Friday, September 15, 2023 from 09.00 a.m. (IST) and ends on Saturday, October 14, 2023 at 05.00 p.m. (IST). The remote e-voting module shall be disabled by CDSL thereafter.

The results of the Postal Ballot will be announced on or before Tuesday, October 17, 2023.

Thanking you,

Yours faithfully,

For Centrum Capital Limited

Parthasarathy Digitally signed by Parthasarathy Rajagopal Rajagopal Iyengar Date: 2023.09.14 18:13:33 Iyengar +05'30' Parthasarathy Iyengar Company Secretary Membership No. A21472

Encl.: as above

Centrum Capital Limited (CIN: L65990MH1977PLC019986)

Registered and Corporate Office : Level – 9, Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098. Tel: +91 22 4215 9000 Email: info@centrum.co.in Website: www.centrum.co.in

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Centrum Capital Limited

CIN : L65990MH1977PLC019986

Registered and Corporate Office : Level 9, Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098 Phone : 022 4215 9000, Email : secretarial@centrum.co.in; Website : www.centrum.co.in

POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 108, 110 and all other applicable provisions of the Companies Act, 2013 (“ the Act ”), read with the Companies (Management and Administration) Rules, 2014 (“ Rules ”), General Circular No. 11/2022 dated December 28, 2022 and other relevant circulars issued by the Ministry of Corporate Affairs (“ MCA ”) from time to time (“ MCA Circulars ”), the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘’ SS-2 ’’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and other applicable laws and regulations (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the resolution as set out below is proposed to re-appoint Ms. Anjali Seth (DIN: 05234352), as an Independent Director of the Company, through Postal Ballot by way of remote electronic voting (“ remote e-voting ”) process only.

An Explanatory Statement pertaining to the proposed resolution setting out the material facts and the reasons thereof forms part of this Postal Ballot notice.

In accordance with Sections 108 and 110 of the Act read with the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged the services of the Central Depository Services (India) Limited (‘CDSL’), an agency authorised by the MCA, to provide remote e-voting facility. The procedure for remote e-voting is detailed in the Notes to this Postal Ballot notice.

The Board of Directors of the Company have appointed Mr. Umesh P. Maskeri, Practicing Company Secretary, (COP No 12704, FCS No 4831), failing him, Mr. Shivam Sharma, Practicing Company Secretary, (COP No. 16558, ACS 35727), as the Scrutinizer for conducting the Postal Ballot voting process through electronic means in a fair and transparent manner.

The remote e-voting period commences at 9:00 a.m. IST on Friday, September 15, 2023 and ends at 5:00 p.m. IST on Saturday, October 14, 2023.

Members are requested to read the instructions and notes carefully while expressing their assent or dissent and cast votes through remote e-voting by not later than 5:00 p.m. IST on Saturday, October 14, 2023. The remote e-voting facility will be disabled by CDSL thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (the ‘Chairman’) or any other person authorised by the Chairman, and the result of the voting by Postal Ballot will be announced on or before Tuesday, October 17, 2023. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot notice.

SPECIAL BUSINESS:

TO CONSIDER AND APPROVE THE REAPPOINTMENT OF MS. ANJALI SETH (DIN: 05234352) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass the following resolution as SPECIAL RESOLUTION:

‘’RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof) read with Schedule IV of the Act, Regulation 16, 17 and any other applicable provisions

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of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), Articles of Association of the Company and applicable circulars issued by Ministry of Company Affairs Ms. Anjali Seth be and is hereby re-appointed for a second term as an Independent Director of the Company to hold office for a period of five consecutive years with effect from November 12, 2023 to November 11, 2028 (both days inclusive), and her office shall not be liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary, be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned and incidental thereto”.

Registered Office: Level 9, Centrum House, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098

Place: Mumbai Date: September 11, 2023

By Order of the Board Centrum Capital Limited sd/- Parthasarathy Iyengar Company Secretary Membership No. A21472

Notes:

1. An Explanatory Statement pursuant to Sections 102 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, in respect of business to be transacted as mentioned in the Postal Ballot notice, and the relevant details of the Director as required by Regulation 36(3) of the Listing Regulations and as required under SS-2, is annexed hereto.

2. In accordance with the provisions of the Act, read with Rules made thereunder and MCA Circulars, the Postal Ballot notice is being sent only by e-mail to those members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, September 8, 2023. It is however, clarified that all the persons who are Members of the Company as on Friday, September 8, 2023 (including those Members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice.

Members may note that this Postal Ballot notice will also be available on the website of the Company at www.centrum.co.in website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the website of CDWL at www.evotingindia.com

1. In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the resolutions contained in the Postal Ballot Notice is sought through Postal Ballot (e-voting).

2. Members who have not registered their e-mail addresses with either the Company or the Depositories are requested to register the same with the Company or the Depositories in accordance with the process specified herein below at point no. 10(b).

Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable evoting for this Postal Ballot. In case of any queries, member may write to rnt.helpdesk@linkintime.co.in.

1. Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Friday, September 8, 2023. Only those members whose names are recorded in the Register of Members of

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the Company or in the list of Beneficial Owners maintained by the Depositories as on Friday, September 8, 2023, will be entitled to cast their votes by evoting. A person who is not a member as on Friday, September 8, 2023, should treat this Notice for information purpose only.

1. In accordance with the provisions of Regulation 44 of SEBI Listing Regulations and Section 108 and 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and the circulars issued by the Ministry of Corporate Affairs, the Company has extended e-voting facility for its Members to enable them to cast their votes electronically on the resolutions set forth in this Notice. Members are informed that the communication of their assent or dissent can take place through the e- voting facility. The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL” ) as the agency to provide the remote e-voting facility.

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

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

4. (i) The voting period begins at 9:00 a.m. IST on Friday, September 15, 2023 and ends at 5:00 p.m. IST on Saturday, October 14, 2023 . 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 Friday, September 8, 2023, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

5. (ii) 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:

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 or www.cdslindia.comand 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 able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting. 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/ NSDL/ KARVY/ LINK INTIME 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 and click on login & New System Myeasm Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com homepage. The system will authenticate

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	the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e- voting Service Providers.
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.com either 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 athttps://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& votingduringthe meeting.

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.

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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.comor 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 at evoting@nsdl.co.in. or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iii) Login method for e-Voting 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 byCompany/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).

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

• (v) 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

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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.

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

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

• (viii) 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.

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

• (x) 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.

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

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

• (xiii) 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.

(xiv) 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; secretarial@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.

• (b) Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this postal ballot notice:

• (i) Pursuant to the aforesaid Circular issued by Ministry of Corporate Affairs, for remote e-voting for this Postal Ballot, shareholders who have not registered their email address and in consequence the e- voting notice could not be serviced may temporarily get their email address registered with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited, by clicking the link:

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https://web.linkintime.co.in/EmailReg/Email_Register.html and follow the registration process as guided thereafter. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, shareholder may write to rnt.helpdesk@linkintime.co.in. The last date for registration of email ids is Thursday, October 5, 2023.

• (ii) It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited, having its office at C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai – 400 083, India (Tel: 022 4918 6000; Fax: 022 4918 6060), by following the due procedure.

• (iii) Those shareholders who have already registered their e-mail address are requested to keep their e- mail addresses validated with their depository participants / the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited to enable servicing of notices / documents / annual Reports electronically to their e-mail address.

• (iv) 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.

• (v) For Demat shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (selfattested 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 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, Sr. Manager, Central Depository Services (India) Limited (CDSL), 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.

1. SEBI Circular on e-voting facility:

Shareholders are requested to note that SEBI, vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, with an objective to increase the efficiency of the voting process and the participation by the public non-institutional shareholder’s/retail shareholders, has decided to enable e- voting to all the demat account holders, by way of a single login credential, directly through their demat accounts with depository participants or by registering with the Depositories.

Pursuant to the circular, demat account holders would be able to cast their vote without having to register again with the E-voting Service Providers (“ESPs”), thereby, facilitating seamless authentication as well as enhancing ease and convenience of participating in the e-voting process. The said facility will be available to all individual shareholders holding securities in demat mode and will be implemented in a phased manner over 6 to 12 months of the date of the SEBI Circular.

Accordingly, Shareholders are requested and encouraged to reach out to their Depository Participants/Depositories to register and avail of the facility as and when same is available. The weblink of the SEBI Circular is given below for easy access and reference of the Shareholders: https://www.sebi.gov.in/legal/circulars/dec-2020/e-voting-facility-provided-by-listedentities_48390.html

1. The Executive Chairman or any person authorized by him in writing, after receipt of the Report on the scrutiny of the Postal Ballot (e-voting) from the Scrutinizer, shall announce the results of the Postal Ballot

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on or before Tuesday, October 17, 2023, at the Registered Office of the Company. The results so declared along with the Scrutinizer’s Report shall be placed on the website of the Company i.e. www.centrum.co.in and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.

1. The Scrutinizer’s decision on the validity of the Postal Ballot will be final and binding.

2. Resolution passed by the members by means of Postal Ballot will be deemed to have been passed at a General Meeting of the members. The Resolution as set out in the Postal Ballot Notice, if passed by requisite majority, shall be deemed to have been passed on the last day of e-voting i.e. Saturday, October 14, 2023.

3. All relevant documents referred to in the accompanying Notice and the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, are available for inspection by the Members at the Registered Office of the Company i.e. “Centrum House”, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098 during working hours on any working day till the conclusion of the voting period, in accordance with the provisions of Section 190 of the Companies Act, 2013. Any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to the Company Secretary at secretarial@centrum.co.in.

Registered Office: By Order of the Board Level 9, Centrum House, Centrum Capital Limited Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098 sd/- Parthasarathy Iyengar Place: Mumbai Company Secretary Date: September 11, 2023 Membership No. A21472

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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 BUSINESSES:

Ms. Anjali Seth (DIN: 05234352) was appointed by the members of the Company at its’ meeting held on September 12, 2019 as an Independent Director of the Company for a term of five consecutive years from November 12, 2018 to November 11, 2023 (both days inclusive). As per the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, an Independent Director can be reappointed for a second term of maximum 5 (five) years by obtaining approval of the shareholders by a way of special resolution and on disclosure of such reappointment in the Board's Report.

The Board of Directors and Nomination & Remuneration Committee are of the opinion that considering her experience and annual performance reviews during the course of her tenure, her continued association would be of immense benefit to the Board. Accordingly, it is proposed to seek approval of shareholders of the Company by way of a Special Resolution through Postal Ballot for re-appointment of Ms. Anjali Seth (DIN: 05234352) as an Independent Director on the Board of Directors of the Company to hold office for a second term of five consecutive years commencing from November 12, 2023 to November 11, 2028 (both days inclusive), not liable to retire by rotation.

The Company has received the following documents/confirmations from Ms. Anjali Seth:

1. Consent to act as a Director of the Company in Form DIR – 2;

2. Confirmation under Form DIR – 8 that she has not incurred any disqualification under Section 164 of the Companies Act, 2013;

3. General Declaration;

4 .Confirmation of Independence and

1. Disclosure of Interest in Form MBP-1.

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

None of the Directors and Key Managerial Personnel and their relatives except Ms. Anjali Seth, to whom the resolution relates, is concerned or interested, financial or otherwise, in the proposed special resolution as set out in this Postal ballot Notice.

Registered Office: By Order of the Board Level 9, Centrum House, Centrum Capital Limited Vidyanagari Marg, Kalina, Santacruz (East), Mumbai – 400 098 sd/- Parthasarathy Iyengar Place: Mumbai Company Secretary Date: September 11, 2023 Membership No. A21472

By Order of the Board Centrum Capital Limited

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Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard on General Meetings, the details of the Director proposed to be appointed through postal ballot are given below:

Name of the Director	Anjali Seth
**Age **	64 Years
Date of First Appointment on the Board	November 12, 2018
Qualification	B.A. LLB.(Hons.)
A brief resume of the director	Ms. Anjali Seth has over 35 years’ experience as a professional lawyer advising and consulting with Banks, Financial Institutions, and large corporates. She started her career as a litigation lawyer and then moved to the corporate sector. She has advised and consulted on a range of matters including M&As, Private Equity (PE) Investments, Stressed Assets, Non-Performing Assets (NPAs), recovery matters, Industrial/Employee Relations, Corporate Governance, Real Estate Negotiations, etc. She has been associated in various positions with International Finance Corporation, Swaadhar Finserve, ANZ Grindlays Bank, Emmar Properties and Standard Chartered Bank. She holds a bachelor’s degree in law from University of Delhi and a bachelor’s degree in arts(honours)from Meerut University.
Nature of expertise in specific functional areas	Professional, Law – Corporate sector, Merger and Acquisitions and Private Equity,Corporate Governance
Skills and Capabilities	She has advised and consulted on a range of matters including M&As, Private Equity (PE) Investments, Stressed Assets, Non- Performing Assets (NPAs), recovery matters, Industrial/Employee Relations,Corporate Governance,Real Estate Negotiations,etc.
Other Directorship	1. Nirlon Limited 2. Endurance Technologies Limited 3. Kalpataru Projects International Limited 4. Kalpataru Limited 5. Centrum HousingFinance Limited
Listed entities from which the Director has resigned in thepast threeyears	1. Caprihans India Limited
Chairmanship/Membership of Committees in companies in which position of Director is held	a) Nirlon Limited 1. Member of Audit Committee 2. Chairperson of Stakeholders Relationship Committee 3. Chairperson of Nomination and Remuneration Committee 4. Member of Risk Management Committee b) Endurance Technologies Limited 1. Member of Audit Committee 2. Chairperson of Stakeholders Relationship Committee 3. Chairman of Nomination and Remuneration Committee c) Kalpataru Projects International Limited 1. Chairperson of Stakeholders Relationship Committee d) Kalpataru Limited 1. Chairperson of Corporate Social ResponsibilityCommittee

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	e) Centrum Housing Finance Limited 1. Chairperson of Audit Committee 2. Member of Nomination and Remuneration Committee 3. Member of Risk Management Committee 4. Member of IT StrategyCommittee
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company	None
No. of equity shares held in the Company as on date	Nil
No. of meetings of the Board attended during the financial year 2023-24 (upto the date of Postal Ballot notice)	2
Terms and conditions of appointment or re-appointment	Please refer to the Resolution and Explanatory Statement as mentioned in the accompanying Postal Ballot Notice.
Details of remuneration last drawn	N.A.
Details of remuneration sought to bepaid	Nil

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