Centrum Capital Ltd

Issue Overview

• Type: preferential warrants; securities: warrants convertible to equity.
• Total size disclosed; receipts indicate partial mobilisation.
• Main objectives: debt repayment, working capital, and general corporate purposes.

Utilisation of Proceeds

• Utilisation is as per offer document: aligned.
• No material deviations observed.
• Company debt repayment: ongoing.
• Subsidiaries debt repayment: ongoing.
• Working capital for subsidiaries: ongoing with no utilisation yet.
• General corporate purpose: ongoing.
• Unutilised funds: not received yet and not deployed.
• Delay in implementation: ongoing for all objects.

Governance and Compliance

• All statutory approvals for the objects obtained.
• No material events or information affecting viability reported.
• No other governance concerns noted.

General Corporate Purpose

• GCP utilisation to date: in-progress with general corporate purpose allocations.
• GCP allocations are not broken into sub-heads in the monitoring scope.

AGM Details

• AGM held on 12 Aug 2026 at 04:30 PM IST via VC/OAVM.
• Concluded at 05:52 PM IST; remote e-voting Aug 8–11; cut-off Aug 5, 2026.
• Chairman: Jaspal Singh Bindra; Scrutinizer: Umesh P. Maskeri.
• Attendance: 2 promoter groups and 118 public (Total 120).

Key Resolutions and outcomes

• Item 1: Adopt audited standalone and consolidated financial statements; Passed.
• Item 2: Re-appoint Rishad Byramjee by rotation; Passed.
• Item 3: Re-appoint Sharp & Tannan as statutory auditors for five years; Passed.
• Item 4: Raise funds through securities subject to regulatory approvals; Passed.
• Item 5: Approve material RPT extending corporate guarantees and debt to subsidiaries; Passed.
• Item 6: Approve material RPT inter-se between CRSL and subsidiaries for debt; Passed.
• Item 7: Approve material RPT inter-se between CFSL and subsidiaries for debt; Passed.
• Item 8: Appoint Sandip Ghose as Independent Director; Passed.
• Item 9: Appoint Manmohan Shetty as Non-Executive, Non-Independent Director; Passed.
• Item 10: Authorize donations to bonafide charitable funds; Passed.

Dividend

• No dividend declared or proposed at this AGM.

Director changes

• Rishad Byramjee re-appointed by rotation.
• Sandip Ghose appointed as Independent Director.
• Manmohan Shetty appointed as Non-Executive, Non-Independent Director.

Auditor appointments

• Sharp & Tannan re-appointed as statutory auditors for five years.

Material related party transactions

• RPT: extending corporate guarantees and debt with subsidiaries; no value disclosed.
• RPT: inter-se between Centrum Retail Services Limited and subsidiaries for debt; no value disclosed.
• RPT: inter-se between Centrum Financial Services Limited and subsidiaries for debt; no value disclosed.

Other material approvals

• Fund raising via securities approved; donations to charitable funds approved.

Financial results approved

• Approved unaudited standalone and consolidated results for quarter ended 30-Jun-2026.
• Results accompanied by Limited Review Report by statutory auditors.

Auditor review status

• Independent auditor's review on consolidated results unmodified.
• Independent auditor's review on standalone results unmodified.

Fundraising and corporate actions

• Rights issue: 38,22,465 shares at Rs 210 incl Rs 200 premium, Rs 8,027.18 lakhs.
• Centrum Capital raised debentures of Rs 2,336.00 lakhs; asset cover fully secured.
• Centrum Retail Services raised debentures of Rs 8,362.00 lakhs; asset cover fully secured.
• NCLT approved reduction of Centrum Broking Limited share capital; from 5,80,78,542 to 58,07,854.

Funds utilization deviation

• Deviation in the use of funds raised for preferential warrants: No deviation reported.

Performance highlights

• Q1 FY2027 standalone PAT Rs 3.65 crore; QoQ up 92%.
• Consolidated loss in Q1 FY2027 Rs 148 crore; like-for-like up 16% excluding prior gain.

AGM notice and report access

• AGM scheduled for Aug 12, 2026 at 04:30 PM IST via Video Conferencing.
• Cut-off date for email registration is July 10, 2026.
• Web-link and QR code for FY 2025-26 Annual Report provided to unregistered email holders.
• Annual Report is available on Centrum's website and stock exchange portals.
• Remote e-voting facility available via evotingindia.com.
• Shareholders may register email via DP or ISR-1 with RTA.

Financial performance & capital actions

• Consolidated revenue from operations ₹3,762.97 crore.
• Consolidated EBITDA ₹1,662 crore, up ~12%.
• Consolidated PAT loss ₹2,813 crore.
• Standalone PAT ₹101 crore.
• Centrum Housing Finance sold to Weaver Services for ₹429.77 crore.
• Cash proceeds around ₹400 crore earmarked for debt reduction.
• 2,72,50,000 warrants converted into equity on 27-Mar-2026.
• Equity capital rose to ₹48.68 crore from ₹41.60 crore.

Unity Bank performance

• CASA ratio rose to 22.5% from 15%.
• Loan portfolio ₹11,570 crore.

Sandip Ghose – Appointed as Additional Director

• Appointment as Non-Executive Independent Additional Director, effective July 16, 2026, for a five-year term, subject to shareholder approval.
• Profile: Former RBI HR head; ex NISM director; UCLA/Columbia alumnus.
• Not related to any director.
• Not debarred by SEBI or any authority.

Manmohan Shetty – Appointed as Additional Director

• Appointment as Non-Executive Non-Independent Additional Director, effective August 5, 2026, subject to shareholder approval.
• Profile: Founder of Adlabs Films; Imagicaa founder; director at Thrrill Park and Cineport.
• Not related to any director.
• Not debarred by SEBI or any authority.

Encumbrance details

• Target company: Centrum Capital Limited.
• Encumbrance: Creation of pledge on equity shares.
• Encumbrance date: 10 July 2026.
• Promoter/pledger: Business Match Services (India) Private Limited.
• Shares pledged: 23,00,000 shares.
• End use: collateral for fresh loan.
• Encumbrance in favour of lender.

Unclaimed dividends and IEPF transfer

• Ads published in Free Press Journal and Navshakti about unclaimed dividends.
• Reminder letters sent to shareholders with seven+ years of unclaimed dividends.
• Shares tied to unclaimed dividends will be transferred to IEPF under Companies Act rules.
• Disclosures hosted on centrum.co.in and the stock exchanges (BSE/NSE).
• Claim deadline: October 9, 2026; post-deadline transfers to IEPF.
• Notice signed by Balakrishna Kumar, Company Secretary & Compliance Officer.

Dematerialisation status

• Dematerialisation requests processed; securities listed on exchanges where previously listed.
• Physical dematerialisation certificates mutilated and cancelled after verification; registered owner updated.
• No dematerialisation or rematerialisation requests were received during the period.
• Securities dematerialised have been listed on the stock exchanges.