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Centum Electronics Ltd AGM Information 2025

Aug 5, 2025

61011_rns_2025-08-05_232ba28c-0102-48bb-a304-951946b24174.pdf

AGM Information

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Ref: CEL/NSEBSE/AGM/05082025 05[th] August 2025

To,

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

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544

Dear Sir/ Madam,

Sub: Proceedings of the Thirty Second Annual General Meeting held on 05[th] August, 2025

Pursuant to the provisions of Regulation 30 read with Schedule III Para A of Part A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the 32[nd] Annual General Meeting (AGM) of the Members of Centum Electronics Limited (‘the Company’) was held on Tuesday, 05th August 2025 at 10:30 AM (IST) through Video Conference (VC) / Other Audio- Visual Means (OAVM). The Meeting commenced at 10:30 AM and concluded at 11:31 AM.

Brief Proceedings of the AGM as per Regulation 30 read with Schedule III, Para A, Part A, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as an Annexure.

Kindly take this on record

Yours faithfully, For Centum Electronics Limited

Digitally signed by INDU H S Date: 2025.08.05 19:59:15 INDU H S +05'30'

Indu H S Company Secretary & Compliance Officer ICSI Membership No. F12285 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 [email protected] CIN - L85110KA1993PLC013869

CENTUM ELECTRONICS LIMITED

SUMMARY OF THE PROCEEDINGS OF THE 32ND ANNUAL GENERAL MEETING HELD ON TUESDAY, 05TH AUGUST, 2025 FROM 10:30 A.M TO 11:31 A.M. THROUGH VIDEO CONFERENCING (VC)/OTHER AUDIO-VISUAL MEANS (OAVM).

Present :

SI
No.
Name Designation Participated in the
Video Conferencing
from
1. Mr. Apparao V
Mallavarapu
Chairman & Managing
Director
Registered and
Corporate Office,
Bangalore
2. Mr. Nikhil Mallavarapu Joint ManagingDirector
3. Mr. Manoj Nagrath Independent Director and
Chairman of the Audit
Committee, Nomination &
Remuneration Committee
and Stakeholders’
RelationshipCommittee
4. Ms. Tanya Mallavarapu Non-Executive Director
5. Mr. Thiruvengadam
Parthasarathi
Independent Director and
Chairman of Corporate
Social Responsibility
Committee and Risk
Management Committee
6. Ms. V Kavitha Dutt Independent Director
7. Dr. Udayant Malhoutra Independent Director
8. Mr. Rajiv C Mody Independent Director Bangalore
9. Mr. Tarun Sawhney Independent Director Delhi

In Attendance – Key Managerial Personnel and other officials

SI.
No
Name Designation Participated in the
Video Conferencing
from
1. Mr. Desikan K S Chief Financial Officer Registered &
Corporate office,
Bangalore
2. Mr. Sundararajan Parthasarathy Chief Financial Officer-
Designate
3. Ms. Indu H S CompanySecretary

By Invitation:

SI.
No
Name Designation Remarks
1. Mr. Navin Agarwal Partner
of
S.R.
Batliboi
&
Associates LLP,StatutoryAuditors
Participated through
Video Conferencing
2. Ms. Aarthi G Krishna Secretarial Auditor
3. Mr. S P Nagarajan Scrutinizer

Shareholders Present at the Meeting:

A total of 55 Shareholders were present at the meeting through Video Conferencing facility.

Ms. Indu H S, Company Secretary, welcomed the members and introduced the Board of Directors and key officials who attended the meeting via video conferencing. The meeting commenced with the National Anthem.

The Company Secretary informed the members about the mode of conduct of the AGM, availability of the statutory documents for inspection, and introduced the Statutory and Secretarial Auditors.

The Company Secretary further informed that the facility of remote e-voting and e-voting at the Annual General Meeting is provided in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Company has appointed Mr. S P Nagarajan, Practicing Company Secretary, as the Scrutinizer to report on the combined voting results of remote e-voting and the instapoll for each of the items as per the Notice of the AGM.

She then requested the Chairman of the Meeting to conduct the further proceedings of the meeting.

Mr. Apparao V Mallavarapu, Chairman and Managing Director of the Company chaired the meeting and welcomed the Members to the 32[nd] Annual General Meeting of the Company.

The Chairman, Mr. Apparao V Mallavarapu, declared that the requisite quorum was present and called the meeting to order. He delivered his address to the shareholders, highlighting the Company’s performance, key initiatives, and outlook.

As part of the leadership changes, the Chairman acknowledged and expressed gratitude to:

  • Mr. Manoj Nagrath and Mr. Rajiv C. Mody, who retire from the Board on August 6, 2025.

  • Mr. K. S. Desikan, Chief Financial Officer, who will retire at the end of August 2025 after an exceptional 25-year tenure with the Company.

The Chairman, on behalf of the Board, management, and shareholders, extended heartfelt appreciation and best wishes to Mr. Manoj Nagrath, Mr. Rajiv C Mody, and Mr. Desikan for their invaluable contributions and wished them success in their future endeavours.

He then briefed the members that the Statutory Registers as required under the provisions of the Companies Act, 2013 was available for electronic inspection during the meeting. The Annual Report for the financial year 2024-25 had been circulated to all the members by email who have registered their email address.

Further, the Chairman invited the speaker shareholders and other members to raise their queries, if any and requested the moderator from KFin Technologies to keep the floor open for the speaker Shareholders.

He then listed down the queries sought by the Shareholders and answered them together. The Chairman also requested Mr. K. S. Desikan, Chief Financial Officer and Mr. Nikhil Mallavarapu, Joint Managing Director to provide their inputs to the Shareholders.

The Chairman ensured that all the queries are suitably responded to the Shareholders.

The Chairman thanked all members and Directors for their participation. The meeting concluded with a vote of thanks and the InstaPoll facility was kept open for 15 minutes post conclusion of the meeting.

The Chairman authorized Indu H S, Company Secretary to conduct the voting procedure and conclude the meeting. He informed the members that the e-voting facility will be open for the next 15 minutes to enable those members who had not exercised their votes in the remote e- voting facility to cast their vote electronically which was provided through Instapoll during the Meeting.

He also informed the members that the results would be announced within two working days and the same will be filed with the Stock Exchanges and uploaded on the website of the Company.

The following resolutions were transacted in the meeting:

DETAILS OF RESOLUTIONS:

Resolution
No
Description of the Resolutions
passed
Mode of Voting Result of Voting
1 Adoption
of
Standalone
Financial
Statements
and
Reports
thereon
for
the
financial
year
ended
31st
March, 2025.
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 1 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as an
OrdinaryResolution.
2 Adoption
of
Consolidated
Financial
Statements
and
Reports
thereon
for
the
financial
year
ended
31st
March, 2025.
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 2 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as an
OrdinaryResolution.
3 Declaration of final Dividend
of Rs.6.00/- per equity Share
(i.e., 60%) of Rs. 10/- each for
the financial year ended 31st
March 2025.
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 3 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as an
OrdinaryResolution.
4 Appointment of a Director in
place
of
Ms.
Tanya
Mallavarapu (DIN: 01728446)
who retires by rotation and
being eligible, offers herself
for the re-appointment.
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 4 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as an
OrdinaryResolution.
5 Appointment
of,
Mr.
K
Rajshekar, Practicing Company
Secretary, FCS 4078, CP No
2468,
as
the
Secretarial
Auditors of the Company
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 5 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as a
Special Resolution.
6 Approval
of
remuneration
payable
to
M/s
K.S.
Kamalakara
&
Co.,
Cost
Accountants,
appointed
as
Cost Auditors for the financial
year 2025-26.
E Voting &
Instapoll
The
Resolution
as
mentioned in Item 6 of the
Notice of the 32ndAGM
stands
passed
with
requisite majority as an
Ordinary Resolution.