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Centum Electronics Ltd — AGM Information 2025
Aug 5, 2025
61011_rns_2025-08-05_8d5dbf31-da31-46a4-864a-922dc2d64d65.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. |