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Centum Electronics Ltd Capital/Financing Update 2022

Aug 12, 2022

61011_rns_2022-08-12_fc110dce-13f2-4871-8c3e-0212aa0e12e5.pdf

Capital/Financing Update

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Li sting 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 - 400 001
Mumbai - 400 051

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

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 77.16% to 77.77%.

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 thi s Agreement. Further, the above investment will be done through Centum Electronics UK Limited, a wholly owned subsidiary of the Company, subject to necessary approvals.

For the same disclosure under Regulation 30(6) read with Schedule Ill Part A Para A(l) 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

lndu HS Company Secretary & Compliance Officer

Encl: as above

SI
No.
Particulars Description
1 Name of the target entity, details in brief
such as size, turnover etc;
Name: Centum Adet el Group SA. France
Turnover:
52.98
Million
as on
EUR
31.03.2022
Please note that Centum Adet el Group
existing Subsidiary of the
an
is
SA.
currently
Company
where
we
hold
of
With
77.16%
shareholding.
the
additional investment, we propose to
increase the shareholding upto 77.77%.
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
of interest and
yes,
nature
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.
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
energy sectors.
4 of
Objects
and
effects
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;
or
No
governmental
regulatory
approvals required since the proposed
transaction
covered
under
the
is
Automatic Route as prescribed by the
Reserve Bank of India.
6 Indicative time period for completion of
the acquisition;
stated
above,
this
additional
As
investment will be pursuant to the terms
of Shareholders' Agreement and the
to
transaction
will
be
expected
be
completed within 90 days from the

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.centumelectronics.com CIN - L85110KA1993PLC013869

7 Cost of acquisition or the price at which
the shares are acquired;
18.9 EUR per share.
8 Nature of consideration -
whether cash
consideration or share swap and details
of the same;
Cash consideration.
9 of shareholding/ control
Percentage
acquired and/ or number of shares
acquired;
0.61%
10 Brief
background
about
the
entity
acquired in terms of products/line of
of
business
acquired,
date
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
t he Company.