Centum Electronics Ltd — AGM Information 2023

Jul 18, 2023

Ref: CEL/AGM/18072023 18[th] July, 2023

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: 30[th] (Thirtieth) Annual General Meeting Notice, e-voting facility and record date for payment of final dividend on Equity Shares for the Financial Year 2022-23.

This is to inform that the 30[th] AGM of the Company will be held on Friday, August 11, 2023, at 04:30 p.m. IST through video conference and other audio-visual means (VC/OAVM).

The Company has considered, Friday, August 4, 2023 , 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 Thirtieth Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on May 27, 2023, had recommended final dividend for the financial year 2022- 23, subject to approval of the Members at the 30[th] Annual General Meeting (AGM) of the Company. In this regard, pursuant to Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fixed Wednesday, August 2, 2023 , as Record Date for determining entitlement of members to final dividend of Rs. 4/- per share of face value of Rs. 10/- each for the financial year 2022-23.

We are also enclosing herewith the Notice for the 30[th] Annual General Meeting of the Company.

The above information is also available on the website of the Company www.centumelectroncis.com. This is for your information.

Yours faithfully,

For Centum Electronics Limited

INDU H S

Digitally signed by INDU H S Date: 2023.07.18 17:59:17 +05'30'

Indu H S

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 Website www.centumelectronics.com E-mail info@centumelectronics.com CIN - L85110KA1993PLC013869

Centum Electronics Limited Annual Report 2022-23

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 30th Annual General Meeting

Notice is hereby given that the Thirtieth (30th) Annual General Meeting (AGM) of the Members of Centum Electronics Limited will be held on Friday, August 11, 2023 at 4:30 P.M. IST through Video Conferencing / Other Audio Visual Means (“VC / OAVM”) to transact the following business.

The venue of the meeting shall be deemed to be the Registered Office of the Company at No. 44, KHB Industrial Area, Yelahanka New Town, Bengaluru- 560 106.

ORDINARY BUSINESS

Item No.1 – Adoption of Standalone Financial Statements

To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2023, 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.

Item No.2 – Adoption of Consolidated Financial Statements

To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2023, 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.3 – Declaration of Dividend

To declare a final Dividend of H 4 per equity share (i.e., 40%) of H 10/- each for the financial year ended 31st March 2023.

SPECIAL BUSINESS

Item No.5 – Appointment of Ms. Tanya Mallavarapu (DIN: 01728446) as a Director

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

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and pursuant to the recommendation and approval of the Nomination and Remuneration Committee and the Board of Directors of the Company, Ms. Tanya Mallavarapu (DIN: 01728446) who was appointed by the Board of Directors as an Additional Director with effect from 27th May, 2023 pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company, and who holds office as an Additional Director up to the date of this Annual General Meeting of the Company, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member signifying his intention to propose Ms. Tanya Mallavarapu’s candidature for the office of the Director, be and is hereby appointed as a Nonexecutive, Non Independent Director of the Company, 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."

Item No.6 – Remuneration payable to the Cost Auditors

Item No.4 - Retirement of Director by Rotation

To appoint a Director in place of Mr. Nikhil Mallavarapu (DIN: 00288551) who retires by rotation and being eligible, offers himself for re-appointment.

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

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“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 (Firm Registration No. 000296), appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the financial year 2023–24, be paid a remuneration of H 1,00,000/(Rupees One Lakh) per annum plus applicable taxes and out-ofpocket 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.”

By Order of the Board of Directors For Centum Electronics Limited

Indu H S Company Secretary & Compliance Officer

Place: Bengaluru Date: May 27, 2023

Registered Office:

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

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NOTES:

1. Ministry of Corporate Affairs ("MCA") has vide its circular dated December 28, 2022 read with circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 (collectively referred to as "MCA Circulars") permitted the holding of AGM through VC / OAVM, without the physical presence of Members. In compliance therewith, AGM of the Company is being held through VC / OAVM. Also, in compliance with MCA Circulars and SEBI Circular dated January 05, 2023 read with circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories.

2. The Company has enabled the Members to participate at the 30th AGM through the VC / OAVM facility provided by KFin Technologies Limited (previously known as KFin Technologies Private Limited), Registrar and Share Transfer Agent. The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC / OAVM shall be allowed on a first comefirst-serve basis.

3. As per the provisions under the MCA Circulars, Members attending the 30th AGM through VC / OAVM 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 30th AGM being held through VC / OAVM.

5. Members joining the meeting through VC / OAVM, 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 / OAVM 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 General Meeting, 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 through 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 30th AGM is being held through VC / OAVM as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies to attend and cast vote for the members will not be made available for the 30th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

8. Corporate Members are required to access the link https:// evoting.kfintech.com and upload a certified copy of the Board Resolution authorizing their representative to attend the AGM through VC / OAVM and vote on their behalf. Institutional Investors are encouraged to attend and vote at the meeting through VC / OAVM.

9. 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.

10. The Company has fixed Wednesday, August 2, 2023, as Record Date for determining the members eligible for Dividend on Equity Shares, if declared at the Annual General Meeting.

11. 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 Tuesday, September 5, 2023, to those members whose names appear in the Register of Members on the Record Date.

12. 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 sending an email to einward.ris@kfintech. 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 sending an email to einward.ris@kfintech.com or investors@centumelectronics.com.

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The aforesaid declarations and documents need to be submitted by the shareholders latest by Wednesday, August 2, 2023

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

2. 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 Limited. Members are also encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.

3. 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 to enable to transfer shares in a hassle free manner.

4. Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filling Form No. SH-13 or Form ISR-3 (Declaration to Opt-out). Members holding shares in the dematerialised form may contact their DP's for recording the nomination in respect of their holdings.

5. Forms ISR-1, ISR-2, ISR-3, ISR-4 & SH-13 alongwith the supporting documents as stated above are required to be submitted to KFintech at the address mentioned below:

KFin Technologies Limited (Formerly KFin Technologies Private Limited)

Unit: Centum Electronics Limited

Selenium Tower B, Plot 31-32, Financial District,

Nanakramguda, Serilingampally Mandal,

Hyderabad – 500032, Telangana, Toll Free No.: 1800-309-4001 E-mail: einward.ris@kfintech.com

1. In line with the MCA Circulars, the notice of the 30th AGM along with the Annual Report 2022-23 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 202223 will also be available on the Company’s website at https://www.centumelectronics.com, 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 Limited at https://evoting.kfintech.com.

2. 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 Limited, Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.

3. 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.

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

5. The following documents will be available for inspection by the Members electronically during the 30th AGM. Members seeking to inspect such documents can send an email to investors@centumelectronics.com.

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

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

8. 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 Limited,

Selenium Building, Tower B, Plot Nos.31 & 32, Financial District,

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Nanakramguda, Serilingampally Mandal, Hyderabad – 500032

Toll Free No.1800 309 4001

• Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

Email: einward.ris@kfintech.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 / OAVM:

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

2. i. In compliance with the provisions of Section 108 of the Act, 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 KFintech, on all the resolutions set forth in this Notice. The instructions for e-voting are given in subsequent paragraphs.

3. 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.

4. 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.

5. iv. The remote e-voting period commences on Tuesday, August 8, 2023, at 9.00 a.m. to Thursday, August 10, 2023, 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 Friday, August 4, 2023, 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, held at the Meeting.

6. 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.

7. 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@Kfintech.com. However, if he / she is already registered with KFintech for remote e-voting then he /she can use his / her existing User ID and Password for casting the vote.

8. 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.”

9. 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 KFintech e-voting system in case of shareholders holding shares in physical and nonindividual shareholders in demat mode.

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

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Details on Step 1 are mentioned below:

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. User already registered for IDeAS facility: Visit URL: https://eservices.nsdl.com Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-voting” 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 To register click on link :https://eservices.nsdl.com Select “Register Online for IDeAS” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp Proceed with completing the required fields. Follow steps given in point 1 3. Alternatively by directly accessing the e-voting website of NSDL Open URL:https://www.evoting.nsdl.com/ 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 held with NSDL), Password / OTP and a Verification Code as shown on the screen. Post 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.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest Visit URL: https://web.cdslindia.com/myeasi/home/loginor URL: www.cdslindia.com Click on New System Myeasi Login with your registered User ID and Password. After successful login of Easi / Easiest, Option will be made available to reach e-voting page Click on e-voting service provider name to cast your vote 2. User not registered for Easi/Easiest Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Proceed with completing the required fields. 3. Alternatively, by directly accessing the e-voting website of CDSL Visit URL: www.cdslindia.com Provide your demat Account Number and PAN No. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP, where the e- Voting is in progress.

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Type of shareholders

Login Method

Individual Shareholder login through their demat accounts / Website of Depository Participant

You can also login using the login credentials of your demat account through your DP registered with NSDL / CDSL for e-voting facility. 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. Click on options available against company name or e-voting service provider and you will be redirected to e-voting website of service provider for casting your vote during the remote e-voting period.

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.

NSDL and CDSL.
Login type	Helpdesk details
Securities held with NSDL	Please 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
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

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 KFintech which will include details of e-voting Event Number (EVEN), User ID and Password. They will have to follow the below process:

• i. Launch internet browser by typing the URL: https:// evoting.kfintech.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), 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 KFintech 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.,). 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 “EVEN” 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. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

• x. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are 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

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at email id cs@nagarajsp818.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_Even No.”

• xi. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting User Manual available at the ‘download’ section of HYPERLINK "https://evoting.kfintech.com/"https:// evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

• (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 below 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, may temporarily get their email address and mobile number provided with KFintech, 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@ kfintech.com.

• ii. Alternatively, member may send an e-mail request at the email id: einward.ris@kfintech.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.

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 KFintech. Members may access the same at https://emeetings. kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/

KFintech. 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 Wednesday, August, 9, 2023, 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-firstserve basis.

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

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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.kfintech.com and login through the User ID and Password provided in the mail received from KFintech. On successful login, select ‘Speaker Registration’ which will open from Monday, August 7, 2023 to Wednesday, August 9, 2023. 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.kfintech.com. Please login through the User ID and Password provided in the mail received from KFintech. On successful login, select ‘Post Your Question’ option which will opened from Monday, August 7, 2023 at 9:00 a.m. to Wednesday, August 9, 2023 at 5:00 p.m.

• 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.kfintech. com (KFintech Website) or contact Mr. N Shiva Kumar, Deputy Manager at evoting@kfintech.com or call KFintech’s 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 Friday, August 4, 2023, 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. 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 Limited at toll free number 1-800-3094001 or write to them at evoting@kfintech.com.

• A video guide assisting the members attending e-AGM either as a speaker or participant is available for quick reference at URL https://emeetings.kfintech.com/, under the “How It Works” tab placed on top of the page.

By Order of the Board of Directors For Centum Electronics Limited

Indu H S Company Secretary & Compliance Officer

Place: Bengaluru Date: May 27, 2023

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Notice

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

Item No.5:

To appoint Ms. Tanya Mallavarapu (DIN: 01728446) as NonExecutive Non Independent Director of the Company.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

Item No. 6:

Pursuant to provisions of Section 152 of the Companies Act, 2013 (“the Act”) read with the applicable rules made thereunder, the Board of Directors of the Company (“Board”) at its meeting held on 27th May, 2023, on the basis of the recommendation of the Nomination and Remuneration Committee (“NRC”), had appointed Ms. Tanya Mallavarapu (DIN: 01728446) as an Additional Director with effect from 27th May, 2023.

In accordance with the provisions of Section 161 of the Act read with the applicable rules made thereunder and the Articles of Association of the Company, Ms. Tanya Mallavarapu being an Additional Director, holds office up to the date of the 30th Annual General Meeting (“AGM”). The Company has received a notice in writing from a Member of the Company under Section 160 of the Act proposing the candidature of Ms.Tanya Mallavarapu for the office of a Director of the Company.

Ms. Tanya Mallavarapu 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 a Director. She is not debarred from holding the office of a Director by virtue of any order of the Securities and Exchange Board of India or any other such authority.

A brief profile of Ms. Tanya Mallavarapu, is given in the particulars of Directors under the AGM Notice and report on Corporate Governance.

Ms. Tanya Mallavarapu is the daughter of Mr. Apparao V Mallavarapu, Chairman and Managing Director and Dr. Swarnalatha Mallavarapu. She is the sister of Mr. Nikhil Mallavarapu, Whole-time Director.

None of the other Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested in the said Resolutions.

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 has considered the appointment of M/s. K.S. Kamalakara & Co., Cost Accountants (Firm Registration No. 000296) as the Cost Auditors of the Company for the financial year 2023-24 at a remuneration of H 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 2023-24.

The Board of Directors recommends the Ordinary Resolution as set out in Item No.6 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.6 of the accompanying Notice except to the extent of their Shareholding, if any in the Company

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru Indu H S Date: May 27, 2023 Company Secretary & Compliance Officer

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Annual Report 2022-23

Details of the Director seeking appointment at the 30th Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting]

1.Mr. Nikhil Mallavarapu

1.Mr. Nikhil Mallavarapu
Date of birth	18.09.1986
Date of appointment	13.02.2020

Profile:

Mr. Nikhil Mallavarapu holds Masters and Bachelors Degrees in Electrical and Computer Engineering from Carnegie Mellon University, USA. He also holds a MBA from the INSEAD Business School in France.

No. of shares held in the Company	5,89,929
Names of listed entities in which he holds the Directorship as on March 31, 2023	Centum Electronics Limited
Chairman/Member of the Committees of the listed entities Board as on March 31, 2023	Member of Stakeholders Relationship Committee and Risk Management Committee
Inter-se relationship with other Directors	Mr. Nikhil Mallavarapu is the son of Mr. Apparao V Mallavarapu, Chairman & Managing Director, Dr. Swarnalatha Mallavarapu and brother of Ms. Tanya Mallavarapu

Mr. Nikhil has been associated with the Company since from August 2012. He has served in different leadership positions including Manager- New Projects at SEBU, Vice President - Corporate Development at Centum Adetel, President- EMS BU. Prior to joining Centum, Nikhil worked at the multinational semiconductor company- Analog Devices, as product engineer in the MEMS sensors division.

2.Ms. Tanya Mallavarapu

2.Ms. Tanya Mallavarapu
Date of birth	09.02.1989
Date of appointment	27.05.2023

Profile:

Tanya is the founder of TMR Design Co. LLP an interdisciplinary design firm that emphasises on innovation, creativity and functionality in a wide array of industries from healthcare, residential, commercial and hospitality. Prior to this Tanya served as a marketing executive in the luxury retail industry, involved in building marketing strategies for global retail expansion. She launched an Indian based luxury brand across cities including New York, Hong Kong, London and Delhi. Prior to this she worked as a business analyst at Intuit creating revenue models and marketing strategies to launch the newly developed GoPayment product.

Tanya completed her Master’s Degree in Economics from Duke University, in U.S. She graduated from the University of Southern California with a Bachelor’s Degree in Business Administration and was on the Dean’s List.

No. of shares held in the Company	-
Names of Listed entities in which she holds the Directorship as on 27th May, 2023	Centum Electronics Limited
Inter-se relationship with other Directors	Ms. Tanya Mallavarapu is the daughter of Mr. Apparao V Mallavarapu, Chairman & Managing Director, Dr. Swarnalatha Mallavarapu and sister of Mr. Nikhil Mallavarapu, Whole-time Director.

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