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Centum Electronics Ltd — Capital/Financing Update 2025
May 14, 2025
61011_rns_2025-05-14_302ce32e-940d-4167-80a2-2c6935d16399.pdf
Capital/Financing Update
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Ref: CEL/NSEBSE/MAR/14052025 14[th] May, 2025
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: Regulation 32(6) Monitoring Agency Report on the Utilization of Proceeds Raised through Qualified Institutional Placement (QIP) for the Quarter Ended March 31, 2025
Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 173A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we are enclosing herewith the Monitoring Agency Report dated May 14, 2025, issued by CRISIL Ratings Limited, in respect of the utilization of proceeds raised through the issuance of equity shares by way of Qualified Institutional Placement (QIP) for the quarter ended March 31, 2025.
Yours faithfully,
For Centum Electronics Limited
Digitally signed by INDU H S INDU H S Date: 2025.05.14 21:58:11 +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
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Monitoring Agency Report for Centum Electronics Limited for the quarter ended March 31, 2025
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CRL/MAR/GDS3348/2024-25/1359
May 14, 2025
To
Centum Electronics Limited
44, KHB Industrial Area, Yelahanka, Bangalore Karnataka, India- - 560064,
Dear Sir,
Monitoring Agency Report for the quarter ended March 31, 2025 - in relation to the Qualified Institutional Placement QIP Centum Electronics Limited
Pursuant to Regulation 173A SEBI ICDR Regulations January 30, 2025, enclosed herewith the Monitoring Agency Report, issued by Crisil Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of QIP for the quarter ended March 31, 2025.
Request you to kindly take the same on records.
Thanking you,
For and on behalf of Crisil Ratings Limited
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Sushant Sarode Director, Ratings (LCG)
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Report of the Monitoring Agency (MA)
Name of the issuer: Centum Electronics Limited
For quarter ended: March 31, 2025
Name of the Monitoring Agency: Crisil Ratings Limited
(a) Deviation from the objects: No
- (b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no respons
Signature:
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Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director, Ratings (LCG)
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1) Issuer Details:
Name of the issuer: Centum Electronics Limited Names of the promoter: Apparao Venkata Mallavarapu, Swarnalatha Mallavarapu, M S Swarnakumari, Nikhil Mallavarapu, Tanya Mallavarapu Industry/sector to which it belongs : Industrial Products 2) Issue Details Issue Period: March 10, 2025, to, March 13, 2025 Type of issue (public/rights): Qualified Institutional Placement (QIP) Type of specified securities: Equity Shares QIP Grading, if any: NA Issue size: Fresh issuance of Rs 2,100 million (Net proceeds of Rs 1,999.47 million*)
- Crisil Ratings shall be monitoring the net proceeds.
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3) Details of the arrangement made to ensure the monitoring of issue proceeds:
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Source of information/
certifications Comments Comments
considered by of the of the
Particulars Reply
Monitoring Agency Monitoring Board of
for preparation of Agency Directors
report
Management
undertaking,
Peer reviewed
Whether all utilization is as per the disclosures in No No
Yes independent chartered
the Offer Document? Comments Comments
accountant certificate,
Placement Document,
Bank Statements
Whether shareholder approval has been obtained
No No
in case of material deviations from expenditures NA
Comments Comments
disclosed in the Offer Document?
Whether the means of finance for the disclosed No No
No
objects of the issue has changed? Comments Comments
Is there any major deviation observed over the No No
NA
earlier monitoring agency reports? Comments Comments
Management
Whether all Government/statutory approvals NA undertaking, Peer No No
related to the object(s) have been obtained? Comments Comments
reviewed independent
chartered accountant
Whether all arrangements pertaining to technical NA certificate^ No No
assistance/collaboration are in operation? Comments Comments
Are there any favorable events improving the No No
NA
viability of these object(s)? Comments Comments
Are there any unfavorable events affecting the No No
NA
viability of the object(s)? Comments Comments
Is there any other relevant information that may
No No
materially affect the decision making of the NA
Comments Comments
investors?
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NA represents Not Applicable
^Certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent Chartered Accountant.
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4) Details of object(s) to be monitored:
i. Cost of the object(s):
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Source of Original Comments of the Board of Directors
information/ cost
Revised Comment of Particulars
certification (as per the
Sr. Cost the Reason of Proposed of firm
Item considered by Offer
No. Head MA for Document) (Rs in Monitoring Cost financing arrangement
million) Agency revision option s
preparation of (Rs in
made
report million)
Repayment / pre-
payment, in part or
in full, of certain No No No No
1 Management 1,149.92 NA
outstanding Revision Comments Comments Comments
undertaking,
borrowings availed Peer
by the Company reviewed
independent
Capital
chartered
expenditure for
accountant No No No No
2 purchase of new 349.68 NA
certificate ^, Revision Comments Comments Comments
equipment and
Placement
machinery
document
General Corporate No No No No
3 499.87 NA
Purposes Revision Comments Comments Comments
Total - 1,999.47 - -
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^Certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent Chartered Accountant.
#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 525.00 million) from the Fresh Issue.
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ii. Progress in the object(s):
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Source of Amount utilized (Rs in Comments of the Board
information/ Amount million) of Directors
certifications as
considered by proposed Total Comments of
Sr. Monitoring in the As at At the unutilized the
No. Item Head [# ] Agency for Offer beginnin During end amount Monitoring Proposed
preparation of Document g the of the (Rs in Agency Reasons for course of
report (Rs in of the quarter quarter million) idle funds action
million) quarter
Repayment / pre-
payment, in part or Management
in full, of certain undertaking, No No No
1 1,149.92 0.00 1,102.34 1,102.34 47.58
outstanding Peer Comments Comments Comments
borrowings availed reviewed
by the Company independent
chartered
Capital expenditure accountant
2 for purchase of new certificate ^, 349.68 0.00 0.00 0.00 349.68 No No No
equipment and Placement Comments Comments Comments
machinery Document,
Bank
General Corporate Statements No No No
3 499.87 0.00 0.00 0.00 499.87
Purposes Comments Comments Comments
Total 1,999.47 0.00 1,102.34 1,102.34 897.13 - - -
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^Certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent Chartered Accountant.
#Brief description of objects:
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Object of the Issue Description of objects as per the offer document filed by the issuer
The Company has entered into certain financing arrangements with banks,
Repayment / pre-payment, in which include term loans, working capital loans and cash credits. The
part or in full, of certain Company proposes to utilise an estimated amount of up to 1,149.92 million
outstanding borrowings availed from the Net Proceeds towards re-payment or pre-payment of certain of our
by the Company term loans, working capital loans and cash credits availed by The Company
and accrued interest thereon.
As a part of the strategy to expand the capacity and offerings in existing
product verticals and expansion of addressable market through development
Capital expenditure for
of new products, with intend to increase the c
purchase of new equipment
Accordingly, the company intend to utilize 349.68 million out of the Net
and machinery
Proceeds towards purchase of new equipment and machinery for the existing
manufacturing facilities.
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| General Corporate Purposes | General corporate purposes may include, but are not restricted to, (i) funding growth opportunities, (ii) business development initiatives (iii) meeting expenses incurred in the ordinary course of business and towards any exigencies or any other purpose, as may be approved by our Board or a duly constituted committee thereof, subject to compliance with applicable law, including provisions of the Companies Act |
|---|---|
iii. Deployment of unutilised proceeds[^] :
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Market value
Amount Earnings# Return on as at the end
S. Type of instrument where Maturity
invested (Rs (Rs in Investment of quarter
No. amount is invested date
in million) million) (%) (Rs in
million)
Fixed Deposit in HDFC Bank
1 250.00 28-09-25 0.20 7.25 250.20
(A/c no. 50301134286050)
Fixed Deposit in HDFC Bank
2 50.00 28-09-25 0.10 7.25 50.10
(A/c no. 50301134286610)
Fixed Deposit in SBI Bank
3 150.00 24-09-25 0.10 6.60 150.10
(A/c no. 43954248165)
Balance in Monitoring Account
4 335.56 - - - 335.56
(Kotak Bank Ac no.9749648252)
Balance in cash credit account
5 111.57 - - - 111.57
(A/c no. 31541815316)
Total 897.13 - 0.40 - 897.53
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^On the basis of Management undertaking and Certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent Chartered Accountant.
iv. Delay in implementation of the object(s):
| Completion Date | Completion Date | Comments of the Board of | Comments of the Board of | ||
|---|---|---|---|---|---|
| Directors | |||||
| Delay | |||||
| As per the Offer | Reason of delay | Proposed | |||
| Object(s) | (no. of days/ |
||||
Document |
Actual | course of |
|||
| months) | |||||
| action | |||||
| General Corporate Purposes |
Fiscal 2025 |
Refer note below |
Refer note below |
No Comments | No Comments |
Note:
There is a delay in the implementation relative to what is mentioned in the Placement document.
As per Company's Placement Document dated March 13, 2025, the Company had estimated to utilize Rs 25.00 crore for General Corporate Purposes (object 3) by Fiscal 2025. However, based on certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent
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Chartered Accountant and management undertaking, the Company has not utilized any amount for the aforementioned object as at the end of fiscal 2025, hence, there is a delay in the implementation schedule. This delay is due to too short time for deployment and the proceeds will be utilized in subsequent quarters
However, the Placement Document further states that, Our Board retains the right to change the above schedule of implementation and deployment of the Net Proceeds, including the manner, method, and timing of deployment of the Net Proceeds, in case of change in our business requirements and other commercial c
5) Details of utilization of proceeds stated as General Corporate Purpose^ amount in the offer document:
| S. No. |
Item heads | Amount (Rs in million) |
Remarks |
|---|---|---|---|
| NA |
^On the basis of Management undertaking and Certificate dated May 05, 2025, issued by M/s M A Narasimhan & Company, Chartered Accountants (Firm Registration Number: 002347S), Peer-reviewed Independent Chartered Accountant.
Disclaimers:
-
a) This Report is prepared by Crisil Ratings Limited . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
-
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
-
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
-
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
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e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
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f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.
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g) Access or use of this report does not create a client relationship between CRL and the user.
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j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.
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