Centum Electronics Ltd — AGM Information 2021

Jul 19, 2021

Ref: CEL/AGM/19072021 19[th] July, 2021

To,

Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051	Department of Corporate Services ‐ Listing BSE Limited P. J. Towers, Dalal Street, Mumbai – 400 001

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

‐ Sub: Twenty Eighth Annual General Meeting Notice, E voting facility and Record Date for Final Dividend

This is to inform that the Twenty Eighth Annual General Meeting of the Company is scheduled on Thursday, August 12, 2021 at 4.00 p.m. through Video Conferencing in accordance with the General Circular issued by Ministry of Corporate Affairs dated January 13, 2021 read with General Circulars dated May 5, 2020, April 8 and April 13, 2020 together with reference to SEBI Circulars dated January 15, 2021 and May 12, 2020.

Pursuant to this, we have fixed:

• Thursday, August 5, 2021 as the cut‐ off date for ascertaining the list of shareholders eligible to participate in the e‐voting facility being offered in respect of the businesses to be transacted at the Twenty Eighth Annual General Meeting of the Company.

• Tuesday, August 3, 2021 as the Record Date for determining the members eligible for Final Dividend on Equity Shares, if declared at the ensuing Annual General Meeting of the Company.

The Dividend, if declared at the Annual General Meeting will be paid on or before Monday, September 6, 2021.

We are enclosing herewith the Notice for the 28[th] Annual General Meeting of the Company.

The intimation is pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Centum Electronics Limited

44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 106, Karnataka, India Tel +91-(0)80-4143-6000 Fax +91-(0)80-4143-6005 www.centumindia.com CIN - L85110KA1993PLC013869

Kindly take the above information on your records.

Yours faithfully, For Centum Electronics Limited Digitally signed by NAGARAJ K V NAGARAJ K V Date: 2021.07.19 12:28:08 +05'30'

NAGARAJ K V

Nagaraj K V Company Secretary & Compliance Officer

Encl: as above

Centum Electronics Limited

44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 106, Karnataka, India Tel +91-(0)80-4143-6000 Fax +91-(0)80-4143-6005 www.centumindia.com CIN - L85110KA1993PLC013869

Centum Electronics Limited

Corporate Identity Number (CIN) - L85110KA1993PLC013869 Registered Office: No.44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 106 Tel. No: +91 80 4143 6000 Fax No: +91 80 4143 6005 Email: investors@centumelectronics.com Website: www.centumelectronics.com

Notice of the 28[th] Annual General Meeting

Notice is hereby given that the Twenty Eighth Annual General Meeting of the Members of Centum Electronics Limited will be held on Thursday, August 12, 2021 at 4 p.m. through Video Conferencing (“VC”) to transact the following business:

ORDINARY BUSINESS

Item No.1 – Adoption of Financial Statements

• a) To receive, consider and adopt the standalone audited financial statements of the Company for the financial year ended March 31, 2021, including the audited Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and notes to financial statements for the year ended on that date along with the reports of the Board of Directors and Auditor’s thereon.

• b) To receive, consider and adopt the consolidated audited financial statements of the Company for the financial year ended March 31, 2021, including the audited Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and notes to financial statements for the year ended on that date along with the report of the Auditor’s thereon.

Item No.2 – Declaration of Dividend

To declare a final Dividend of ₹ 2.00 per equity share (i.e. 20%) of ₹ 10/- each and to confirm the payment of interim Dividend of ₹ 2.00 per equity share (i.e. 20%) of ₹ 10/- each paid during the financial year 2020-21.

Item No.3 – Retirement of Director by rotation

To appoint a Director in place of Dr. Swarnalatha Mallavarapu (DIN: 00288771), who retires by rotation and being eligible, offers herself for the re-appointment.

SPECIAL BUSINESS

Item No.4 – Remuneration payable to the Cost Auditors

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

“ RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. K.S. Kamalakara & Co., Cost Accountants (Registration No. 10625), appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the financial year 2021–22, be paid a remuneration of ₹ 1,00,000 (Rupees One Lakh) per annum plus applicable taxes and out-of-pocket expenses that may be incurred during the course of audit.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary & Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

Item No.5 – Re-appointment of Mr. Thiruvengadam P (DIN: 00016375) as an Independent Director of the Company

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the Act and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Mr. Thiruvengadam P (DIN: 00016375), Independent Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for second term commencing from February 8, 2021 to

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December 27, 2025 or till such earlier date to conform with the policy on retirement and as may be determined by any applicable statutes, rules, regulations or guidelines and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary & Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru Date: June 15, 2021

Nagaraj K V Company Secretary & Compliance Officer

Registered Office: No.44, KHB Industrial Area Yelahanka New Town Bangalore – 560 106 CIN: L85110KA1993PLC013869

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ANNUAL REPORT 2020-21

NOTES:

1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide Circular dated January 13, 2021 read with circulars dated May 5, 2020, April 8, 2020 and April 13, 2020 (collectively “ MCA Circulars ”), permitted companies to conduct Annual General Meeting (AGM) through Video Conferencing (VC) or other Audio Visual means, subject to compliance of various conditions mentioned therein. In compliance with the MCA Circulars and applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 28[th] AGM of the Company is being convened and conducted through VC.

2. The Company has enabled the Members to participate at the 28[th ] AGM through the VC facility provided by KFin Technologies Private Limited, Registrar and Share Transfer Agents. The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.

3. As per the provisions under the MCA Circulars, Members attending the 28[th] AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and Insta Poll during the AGM. The process of remote e-voting with necessary User ID and Password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 28[th] AGM being held through VC.

5. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through Insta Poll at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

6. The Company has appointed Mr. S.P. Nagarajan, Practicing Company Secretary (Membership No. ACS 10028), who in the opinion of the Board is a duly qualified person, as a Scrutinizer who will collate the electronic voting process in a fair and transparent manner. The Scrutinizer shall within a period of two (2) working days from the date of conclusion of e-voting period, submit his report of the votes cast in favour or against, if any, to the Chairman of the Company. The result of the same will be disclosed at the Annual General Meeting proceedings. The e-voting results will also be uploaded in the website of the Company https://www.centumelectronics.com.

7. As per the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 28[th] AGM is being held through VC as per the MCA Circulars, physical

attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 28[th] AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

1. Corporate Members are required to access the link https://evoting.kfntech.com and upload a certified copy of the Board resolution authorizing their representative to attend the AGM through VC and vote on their behalf. Institutional investors are encouraged to attend and vote at the meeting through VC.

2. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

3. The Company has fixed Tuesday, August 3, 2021 as Record Date for determining the members eligible for Dividend on Equity Shares, if declared at the Annual General Meeting.

4. Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if approved by the members will be paid on or before Monday, September 6, 2021 to those members whose names appear in the Register of Members on the Record Date.

5. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the members are requested to refer to the Finance Act, 2020 and amendments thereof.

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by accessing sending an email to einward.ris@kfntech.com or investors@centumelectronics. com. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, self declaration and any other document which may be required to avail the tax treaty benefits by accessing sending an email to einward.ris@kfntech.com or investors@centumelectronics.com.

The aforesaid declarations and documents need to be submitted by the shareholders latest by August 3, 2021.

1. Members are requested to note that the dividends not encashed or claimed within 7 (seven) years from the date of transfer to the Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013, respective shares lying in

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the pool account and unpaid dividend amount be transferred to the Investor Education and Protection Fund. Members who have not encashed or claimed the dividend for the earlier years are requested to approach the Company / Registrar & Transfer Agents and whose shares transferred to IEPF can claim by making an application in form IEPF-5 to IEPF Authority through Companies Nodal Officer and Registrar & Transfer Agents at the earliest. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

1. Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updates of savings bank account details to their respective Depository Participant(s). Members holding Shares in physical form are requested to advise any change of address or bank details immediately to our Registrars and Transfer Agent, KFin Technologies Private Limited. Members are also encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.

2. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, Members holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them.

3. In line with the MCA Circulars, the notice of the 28[th] AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company’s website at https://www. centumelectronics.com/annual-report/, 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, and on the website of KFin Technologies Private Limited at https://evoting.kfntech.com.

4. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.

Members may note that pursuant to the MCA Circulars, the Company has enabled a process for the limited purpose of receiving the Company’s annual report and notice for the Annual General Meeting (including remote e-voting instructions) electronically, and Members may temporarily update their email address by accessing the link https://ris. kfntech.com/clientservices/mobilereg/mobileemailreg.aspx

1. The Statement pursuant to Section 102 (1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed hereto.

2. Additional information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Director seeking appointment/ reappointment at the Annual General Meeting is furnished and forms a part of the Notice. The Directors have furnished the requisite consents / declarations for their appointment/ re-appointment.

3. The following documents will be available for inspection by the Members electronically during the 28[th] AGM. Members seeking to inspect such documents can send an email to investors@centumelectronics.com.

4. a) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013.

5. b) The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013.

6. Members are requested to send all communications relating to Shares including dividend matters to our Registrar and Share Transfer Agents at the following address:

KFin Technologies Private Limited Selenium Tower B, Plot Nos.31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 Toll Free No.1800 309 4001 Email: einward.ris@kfntech.com

1. All documents referred to in the Notice will be available for inspection at the Company’s registered office during normal business hours on working days up to the date of the Annual General Meeting.

2. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and in compliance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, it is mandatory to extend to the Members of the Company, the facility to vote at the Annual General Meeting (AGM) by electronic means. Members of the Company can transact all the items of the business through electronic voting system as contained in the Notice of the Meeting.

PROCEDURE AND INSTRUCTIONS FOR E-VOTING AND ATTENDING THE AGM THROUGH VC:

1. The Company has entered into an agreement with KFin Technologies Private Limited (KFin) for facilitating e-voting and for conducting the Annual General Meeting through Video Conferencing. The instructions are as follows:

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ANNUAL REPORT 2020-21

• i. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFin, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.

• ii. However, in pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

• iv. The remote e-Voting period commences on Monday, August 9, 2021 at 9.00 a.m. to Wednesday, August 11, 2021 at 5.00 p.m. During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date being Thursday, August 5, 2021, may cast their vote by electronic means in the manner and process set out hereinabove. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be

allowed to change it subsequently. Further, the Members who have cast their vote electronically shall not vote by way of poll, if held at the Meeting.

• v. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

• vi. Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date, may obtain the login ID and Password by sending a request at evoting@Kfntech.com. However, if he / she is already registered with KFin for remote e-Voting then he /she can use his / her existing User ID and Password for casting the vote.

• vii. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”

• viii. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:

• Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access to KFin e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

• Step 3: Access to join virtual meetings (e-AGM) of the Company on KFin system to participate e-AGM and vote at the AGM.

1. Details on Step 1 are mentioned below:

Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. User already registered for IDeAS facility: I. Visit URL: https://eservices.nsdl.com II. Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
	2. User not registered for IDeAS e-Services: I. To register click on link: https://eservices.nsdl.com II. Select “Register Online for IDeAS” or click athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

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Type of shareholders Login Method
III. Proceed with completing the required fields.
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Type of shareholders	Login Method III. Proceed with completing the required felds.
	IV.Follow steps given in points 1
	3. Alternatively by directly accessing the e-Voting website of NSDL: I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verifcation Code as shown on the screen. IV. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e. KFin. V. On successful selection, you will be redirected to KFin e-Voting page for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest I. Visit URL: https://web.cdslindia.com/myeasi/home/loginor URL: www.cdslindia.com II. Click on New System Myeasi III. Login with your registered User ID and Password. IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting portal. V. Click on e-Voting service provider name to cast your vote.
	2. User not registered for Easi/Easiest I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration II. Proceed with completing the required felds. III. Follow the steps given in point 1
	3. Alternatively, by directly accessing the e-Voting website of CDSL I. Visit URL: www.cdslindia.com II. Provide your demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP, i.eKFin where the e-Voting is in progress.
Individual Shareholder login through their demat accounts / Website of Depository Participant	I. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. II. Once logged-in, 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. III. Click on options available against company name or e-Voting service provider –KFinand you will be redirected to e-Voting website ofKFinfor casting your vote during the remote e-Voting period without any further authentication.
Important note:Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password
option available at respective websites.

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

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Login type Helpdesk details
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Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl. co.in or call at toll free no.:1800 1020 990and1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at 022- 23058738or 022-23058542-43

2. Details on Step 2 are mentioned below:

Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• (A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), User ID and Password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https:// emeetings.kfntech.com/

• ii. Enter the login credentials (i.e. User ID and Password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and Password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVENT” i.e., “Centum Electronics Limited - AGM” and click on “Submit”

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id cs@nagarajsp818.com with a copy marked to evoting@kfntech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_ Even No.”

• (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:

• i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced,

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NOTICE
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may temporarily get their email address and mobile number provided with KFin, by accessing the link: https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx

Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@kfntech.com.

• ii. Alternatively, member may send an e-mail request at the email id einward.ris@kfntech.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, selfattested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual Report, Notice of AGM and the e-voting instructions.

• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

3. Details on Step 3 are mentioned below:

Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company through VC/ OAVM and e-Voting during the meeting.

• i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFin. Members may access the same at https://emeetings. kfntech.com/ by using the e-voting login credentials provided in the email received from the Company/ KFin. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

• ii. Facility for joining AGM though VC/ OAVM shall open atleast 15 minutes before the commencement of the Meeting.

• iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.

• iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members 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.

• v. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number at investors@centumelectronics. com. Questions /queries received by the Company till Tuesday, August 10, 2021 shall only be considered and responded during the AGM.

• vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.

• vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.

• viii. Facility of joining the AGM through VC / OAVM shall be available for atleast 2000 members on first come first served basis.

• ix. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTHER INSTRUCTIONS:

• I. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfntech.com and login through the User ID and Password provided in the mail received from KFin. On successful login, select ‘Speaker Registration’ which will opened from Sunday, August 8, 2021 at 9.00 a.m. to Tuesday, August 10, 2021 at 5.00 p.m. Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM.

• II. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfntech.com. Please login through the User ID and Password provided in the mail

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received from KFin. On successful login, select ‘Post Your Question’ option which will opened from Sunday, August 8, 2021 at 9.00 a.m. to Tuesday, August 10, 2021 at 5.00 p.m.

  1. Example for NSDL:

  2. MYEPWD <SPACE> IN12345612345678

  3. Example for CDSL:

  4. MYEPWD <SPACE> 1402345612345678

• III. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfntech.com (KFin Website) or contact Mr. N Shiva Kumar, Deputy Manager, at shivakumar.n@ kfntech.com / evoting@kfntech.com or call KFin toll free No. 1-800-309-4001 for any further clarifications.

• IV. The Members, whose names appear in the Register of Members/ list of Beneficial Owners as on Thursday, August 5, 2021, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

• V. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:

• i. If the mobile number of the member is registered against Folio No./ DP ID-Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID-Client ID to 9212993399

   5. Example for Physical:
  
   6. MYEPWD <SPACE> XXXX1234567890
  

  • ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID-Client ID, then on the home page of https://evoting.kfntech.com/, the member may click “Forgot Password” and enter Folio No. or DP ID-Client ID and PAN to generate a password.

  • iii. Members who may require any technical assistance or support before or during the AGM are requested to contact KFin at toll free number 1-800-309-4001 or write to them at evoting@kfntech.com.

• VI. The results of the electronic voting shall be declared to the Stock Exchanges after the AGM. The results along with the Scrutinizer’s Report, shall also be placed on the website of the Company.

• Members who may require any technical assistance or support before or during the AGM are requested to contact KFin Technologies Private Limited at toll free number 1-800-3094001 or write to them at evoting@kfntech.com.

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru Date: June 15, 2021

Nagaraj K V Company Secretary & Compliance Officer

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NOTICE

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned from Item No. 4 and Item No. 5 of the accompanying Notice dated June 15, 2021:

Item No. 4:

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 mandates the Company to get its cost records audited every year. The Board of Directors have considered the appointment of M/s. K.S. Kamalakara & Co., Cost Accountants (Registration No. 10625) as the Cost Auditors of the Company for the financial year 2021-22 at a remuneration of ₹ 1,00,000/- (Rupees One Lakh) apart from applicable taxes and out-of-pocket expenses, if any.

Ratification of remuneration payable to Cost Auditors needs to be done by the Shareholders of the Company in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Due to which consent of the Members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2021-22.

The Board of Directors recommends the Ordinary Resolution as set out in Item No. 4 of the Notice for the approval of the Shareholders.

None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financially or otherwise, if any in the Resolution No. 4 of the accompanying Notice except to the extent of their Shareholding, if any in the Company.

Item No. 5:

Mr. Thiruvengadam P (DIN: 00016375) was appointed as an Independent Director on the Board of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to hold office for a term of 5 years effective from February 8, 2016 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Companies Act, 2013).

Director, not liable to retire by rotation, effective from February 8, 2021 to December 27, 2025, subject to approval of the Shareholders by a Special Resolution.

The Board, based on the recommendations of the Nomination and Remuneration Committee and given his background, experience, performance evaluation and contributions made by him, is in the opinion that the continued association of Mr. Thiruvengadam P, would be beneficial to the Company and accordingly, it is desirable to continue to avail his services as an Independent Director of the Company.

The Company has received a declaration from Mr. Thiruvengadam P, confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. Further, he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as Director of the Company.

Details of Mr. Thiruvengadam P whose re-appointment as an Independent Director is proposed at Item No.5 is provided in the “Annexure” to the Notice pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions.

None of the Directors or the Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding (if any) and Directorship in the Company, being an appointee in the respective resolution.

The Board of Directors of the Company in their Board Meeting held on June 15, 2021 have approved the above proposal and recommends the Special Resolution set-out in Resolution No.5 of the Notice for consent and approval by the Shareholders.

Mr. Thiruvengadam P is being eligible for re-appointment for a second term on the Board of the Company as an Independent

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru Date: June 15, 2021

Nagaraj K V Company Secretary & Compliance Officer

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Details of the Directors seeking re-appointment at the 28[th] Annual General Meeting {Pursuant to Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meeting}

1. Dr. Swarnalatha Mallavarapu:

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Name of the Director Dr. Swarnalatha Mallavarapu
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Name of the Director	Dr. Swarnalatha Mallavarapu
Date of birth	12.10.1956
Age (in years)	65
Date of appointment	26.03.2015

Qualifications:

Dr. Swarnalatha Mallavarapu (Latha) received her Ph. D. in Physics and worked in some of the premier research institutes in India and the US. The major research Labs she worked at are, The US Air Force Weapons Labs in Albuquerque, the Indian Institute of Science in Bangalore and the R&D division of Bharat Electronics Limited. She is an Alumnus of the Indian Institute of Science. Her research in thin films and devices for applications such as optical Coatings, super conducting coatings, magnetic memory devices, etc., have been well recognized. Her work has been published in several reputed international and national scientific journals and conferences.

No. of shares held in the Company	3,69,150
Names of listed entities in which she holds the Directorship as on March 31, 2021	Centum Electronics Limited
Chairman/Member of the Committees of the listed entities Board as on March 31, 2021	Member of CSR Committee
Inter-se relationship with other Directors	Dr. Swarnalatha Mallavarapu is related to Mr. Apparao V Mallavarapu, Chairman & Managing Director and Mr. Nikhil Mallavarapu, Executive Director.

Expertise in specific functional areas:

Dr. Latha spent time as a consultant to Industries in the US such as Coretek in Boston and X-Media Corporation and Wyrnet in California, before she established Centum Industries in the year 2004.

Dr. Latha was also a government nominated member of the Syndicate of Bangalore University (2001 to 2004), which is the executive body of the University administration. She has actively contributed in the execution of reforms and policies, having taken on various leadership roles, to evolve proper systems and processes in the University administration.

Furthermore, she was on the board of directors for the Bangalore Stock Exchange. She has also held many positions in FICCI Ladies Organization (FLO) including serving as the senior vice chair of the Karnataka Chapter.

2. Mr. Thiruvengadam P:

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Name of the Director Mr. Thiruvengadam P
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Name of the Director	Mr. Thiruvengadam P
Date of birth	28.12.1951
Age (in years)	70
Date of appointment	08.02.2016

Qualifications:

• Member of The Institute of Cost Accountants of India

• Graduate from Indian Institute of Technology, Madras with a B.Tech

• Post Graduate Diploma in Industrial Engineering from T.I.P.I.E, NPC

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NOTICE

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No. of shares held in the Company	Nil	Nil
Names of listed entities in which he holds the Directorship as on March 31,2021	1. Centum Electronics Limited 2. Fine Organic Industries Limited 3. Western India Plywoods Limited
Chairman/Member of the Committees of the listed entities Board as on March 31, 2021	Name of the Company	Name of the Committee
	Centum Electronics Limited	Member of Audit Committee Chairman of CSR Committee
	Fine Organic Industries Limited	Chairman of Nomination & Remuneration Committee Member of Audit Committee Member of Risk Management Committee
	Western India Plywoods Limited	Member of Audit Committee
Inter-se relationship with other Directors	Nil

Expertise in specific functional areas:

Mr. Thiruvengadam was a Senior Director of the Deloitte Touche Tohmatsu India Pvt. Ltd (DTTIPL) providing leadership to the HR Transformation practice and has retired from the position in 2015. He has over 40 years of experience in management consultancy with a breadth of experience in India, the Middle and Far East Asia and other Countries. His main areas of expertise in Management Consulting include Business Process Improvement, Team Leadership, Strategic Planning, Business Strategy, HR Strategy, Talent Management, Change Management, HR Transformation and related Advisory Services. Mr. P. Thiruvengadam is a B. Tech from IIT Madras and a Post Graduate Diploma in Industrial Engineering from T.I.P.I.E. NPC and a fellow member of the Institute of Cost Accountants of India. His social interest includes working with Voluntary Organisations.

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