Centum Electronics Limited has issued a comprehensive press release detailing its strategic restructuring initiatives, including the discontinuation of Canadian operations and planned restructuring of French subsidiaries. The company's Board of Directors approved these significant decisions as part of a broader strategy to simplify global structure and enhance operational efficiency.

Exit from Canadian Operations

Pursuant to Board approval granted on December 19, 2025, the company has discontinued operations of its Canada-based subsidiaries. The affected entities include Centum E&S (Centum Equipment's ET Systems), Canada and Centum T&S (Centum Technologies ET Solutions), Canada.

Centum has completed measures to stop further losses from these entities and has initiated closure-related actions in compliance with applicable local laws. This exit reflects disciplined capital allocation and a clear focus on value-accretive growth.

French Subsidiary Restructuring Plans

The Board has approved initiating actions relating to Centum T&S Group Société Anonyme (S.A.), France, and its underlying subsidiaries. The company will evaluate multiple restructuring options including divestment, sale or transfer of businesses, and judicial reorganisation (redressement judiciaire), in accordance with applicable local regulations.

In line with prudent accounting practices, the company has already recognised impairment of goodwill and certain intangible assets relating to this subsidiary in its consolidated financial statements. The investment carrying value has been fully provided for in the standalone financial statements, with these provisions disclosed as exceptional items in the financial results for the quarter and nine months ended December 31, 2025.

Strategic Focus and Growth Areas

Despite these restructuring actions, Centum Electronics continues to experience robust growth in its core ESDM business in India, particularly across the aerospace, defence, industrial, and medical electronics segments. The company remains focused on high-reliability electronics products and services, moving up the value chain in defence, aerospace, and space systems with differentiated solutions in radar, satellite, and electronic warfare areas.

Management Commentary

Commenting on the development, Nikhil Mallavarapu, Joint Managing Director, Centum Electronics Limited, said: "These actions reflect a clear and deliberate strategy to simplify our global structure and sharpen our focus on core, high-value ESDM opportunities. By decisively addressing non-performing overseas operations, we are strengthening our balance sheet, improving return metrics and freeing up capital to invest in areas where we see strong, long-term growth potential."

He further added: "India's high-reliability electronics markets present a compelling multi-year opportunity. With a streamlined portfolio, strong fundamentals and disciplined execution, Centum is well positioned to scale its business, move up the value chain and deliver sustainable value to customers and shareholders."

Investor Engagement and Financial Information

The Results and Earnings Presentation for the quarter ended December 31, 2025, prepared under Ind AS, along with segment information, are available in the Investor Relations section of the company's website. The earnings conference call will be held on Monday, February 16, 2026 at 11:00 AM (IST) to discuss the company's performance.

Management believes that adequate provisions have been made and does not expect any further material financial impact beyond what has already been recognised. These initiatives collectively reinforce Centum's ambition to be a trusted long-term partner to global and domestic customers while creating sustainable value for shareholders.

Centum Electronics Limited has issued a postal ballot notice dated February 14, 2026, seeking shareholder approval for three special resolutions through remote e-voting. The company is proposing significant board changes and subsidiary restructuring measures that require member consent under regulatory provisions.

Independent Director Appointments

The company seeks approval for appointing two independent directors to strengthen its board composition. Both appointments are proposed for five-year terms and require special resolution approval.

Mr. Apurva Chandra brings over 36 years of distinguished service as a retired Indian Administrative Service (IAS) officer. He holds a Bachelor's degree in Civil Engineering and Master's degree in Structural Engineering from IIT Delhi, along with a Diploma in Business Finance from ICFAI. His experience includes key positions as Secretary in various ministries and Director General (Acquisition) in the Ministry of Defence.

Mr. Ramesh Ramadurai is a veteran executive with 30+ years at 3M, currently serving as Managing Director of 3M India since June 2019. He holds a Bachelor's degree in Chemical Engineering from IIT Kanpur and an MBA from IIM Calcutta. His global experience spans the US, Philippines, and China, with responsibility for 3M's industrial business across Asia Pacific.

Subsidiary Restructuring Proposal

The company seeks approval for restructuring its material subsidiaries due to financial and operational challenges. The Board of Directors reviewed these investments at their February 14, 2026 meeting and approved initiating restructuring actions.

The restructuring may involve:

• Participation in court-supervised restructuring or insolvency proceedings
• Sale or transfer of shares/investments in the material subsidiary
• Disposal of substantial assets (potentially more than 20% on aggregate basis)
• Potential cessation of control over the subsidiary

E-Voting Process and Timeline

The company has implemented electronic voting procedures in compliance with Ministry of Corporate Affairs circulars. The notice is being sent exclusively through electronic mode to eligible members.

Regulatory Compliance and Approvals

The postal ballot notice has been issued pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All proposed resolutions require special resolution approval with enhanced voting thresholds.

For the subsidiary restructuring, specific regulatory provisions apply under Regulation 24(5) and 24(6) of the Listing Regulations, which mandate shareholder approval when material subsidiaries undergo significant ownership changes or asset disposals exceeding 20% on an aggregate basis during a financial year.

The notice was signed by Company Secretary Indu H S (Membership No. F12285) and includes detailed explanatory statements for each resolution, providing members with comprehensive information to make informed voting decisions.