Centrum Capital Ltd

Target and disclosure

• Target Company: Centrum Capital Limited.
• Disclosing Party: JBCG Advisory Services Private Limited; non-promoter.
• Transaction Type: Acquisition of equity shares through warrant exercise.

Pre-Transaction Holding

• Voting rights: 11.81%, Encumbrances: 4.00%, Total: 15.81%.

Transaction Details

• Equity shares acquired: 1,16,87,704; mode: warrant exercise on Oct 8, 2026.

Post-Transaction Holding

• Voting rights: 13.88%, encumbrances: 3.91%.
• Warrants outstanding: 3,11,88,521; diluted post-holdings: 16.74%; undiluted: 17.79%.

Capital and Dates

• Date of acquisition: Oct 8, 2026.
• Equity share capital before: 48,68,29,194; after: 49,85,16,898.
• Total diluted share capital after: 52,97,05,419.

Meeting Details

• Board meeting on Nov 13, 2026 for unaudited standalone and consolidated results (Sept 30, 2026).

Key Agenda Items

• Approval of unaudited standalone and consolidated financial results for quarter and half-year ended Sept 30, 2026.

Other Notes

• Trading window closed Oct 01, 2026 to Nov 15, 2026 for results declaration.

Promoter pledge details

• First pledge creation on 16.09.2026: 4,46,65,000 Centrum shares pledged to Minsol Limited (9.17%).
• Second pledge creation on 25.09.2026: 8,50,000 shares pledged to STCI Finance Limited (0.17%).
• Reason: creation due to fluctuation in market price.
• Promoter: Business Match Services (India) Private Limited.
• Target company: Centrum Capital Limited.
• Post-encumbrance holding after first pledge: 4,50,65,000 shares (9.26%).
• Post-encumbrance holding after second pledge: 4,59,15,000 shares (9.43%).

Encumbrance on promoter shares

• Creation and release of pledge on Centrum promoter shares.
• Promoter: Business Match Services (India) Private Limited.
• Encumbrance in favor of: S. Jogani Private Limited.
• Shares encumbered: 4,36,15,000 (27.63% of total share capital).
• Dates of events: 19–25 August 2026.
• Reason: loan repayment/pledge arrangements.
• Promoter holding impact: remains 27.63% of total share capital.

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.

Cessation of Independent Director

• Mr. Manmohan Shetty, Independent Director; completes second term Aug 04, 2026; to be Additional Director Aug 05, 2026.