Centum Electronics Ltd — Capital/Financing Update 2022

Nov 9, 2022

Ref: CEL/NSEBSE/BM/09112022 9[th] November, 2022

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: Intimation under Regulation 30(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Purchase of additional shares of Centum Electronics UK Limited, Subsidiary Company

In compliance with Regulation 30(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 we hereby inform you that the Board of Directors at their Meeting held today, have approved the proposal for further investment in Centum Adetel Group (CAG) SA. With the proposed investment, Centum Electronics Limited (the Company) stake in CAG will increase from the current level of 77.77% to 90.1%. Further, the above investment will be done through Centum Electronics UK Limited, a wholly owned subsidiary of the Company, subject to necessary approvals.

This is pursuant to the Shareholders’ Agreement executed with the Management and Employee Shareholders of Centum Adetel Group, whereby the Management and Employee Shareholders were granted the right to require the Company to purchase all or part of the shares owned by them at the relevant Put Option price specified pursuant to this Agreement.

For the same disclosure under Regulation 30(6) read with Schedule III Part A Para A(1) of the Listing Regulations and the SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015 is attached as Annexure A to this letter.

Kindly take the above on record and acknowledge receipt of the same.

Yours faithfully,

For Centum Electronics Limited

INDU H Digitally signed by INDU H S S Date: 2022.11.09 21:16:05 +05'30'

Indu H S Company Secretary & Compliance Officer

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

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Annexure- A

SI No.	Particulars	Description
1	Name of the target entity, details in brief such as size, turnover etc;	Name: Centum Adetel Group SA. France Turnover: EUR 52.98 Million as on 31.03.2022 Please note that Centum Adetel Group SA. is an existing Subsidiary of the Company where we currently hold 77.77% of shareholding. With the additional investment, we propose to increase the shareholdingupto 90.1%.
2	Whether the acquisition would fall within related party transactions and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length";	No. The transaction will not fall within the ambit of related party transactions since the shares will be acquired from the Management / Employee Shareholders.
3	Industry to which the entity being acquired belongs;	Design development and industrialization of embedded electronic systems for different sectors such as transportation, aerospace, medical and energysectors.
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	This additional investment is pursuant to the Shareholders’ Agreement executed with the Management and Employee Shareholders of Centum Adetel Group, whereby the Management and Employee Shareholders were granted the right to require the Company to purchase all or part of the shares owned by them at the relevant Put Option price pursuant to this Agreement.
5	Brief details of any governmental or regulatory approvals required for the acquisition;	No governmental or regulatory approvals required since the proposed transaction is covered under the Automatic Route as prescribed by the Reserve Bank of India.

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

	6	Indicative time period for completion of the acquisition;	As stated above, this additional investment will be pursuant to the terms of Shareholders’ Agreement and the transaction is expected to be completed byApril 2023.
	7	Cost of acquisition or the price at which the shares are acquired;	It will be mutually decided between the Management/ Employee Shareholders and the Company to purchase all or part of the shares owned by them at the relevant Put Optionprice.
	8	Nature of consideration - whether cash consideration or share swap and details of the same;	Cash consideration.
	9	Percentage of shareholding/ control acquired and/ or number of shares acquired;	12.31%
	10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information(in brief).	Not applicable this is not an entity/ new acquisition. It is only the additional investment in the existing subsidiary of the Company.

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