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.

Centum Electronics Limited has submitted its quarterly monitoring agency report for the utilization of proceeds raised through its Qualified Institutional Placement (QIP) for the quarter ended December 31, 2025. The report, prepared by CRISIL Limited as the monitoring agency, was filed in compliance with Regulation 173A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

QIP Issue Details and Proceeds

The company conducted its QIP during March 10-13, 2025, raising gross proceeds of Rs 2,100.00 million with net proceeds of Rs 2,006.80 million. The net proceeds were revised upward from the originally estimated Rs 1,999.47 million due to actual issue expenses being Rs 7.33 million lower than estimated.

Utilization Progress Across Objects

The monitoring report reveals the current status of fund utilization across the three stated objects of the QIP issue:

Deployment of Unutilized Funds

The company has deployed the unutilized proceeds of Rs 688.00 million in fixed deposits across multiple banks to ensure capital preservation and earn returns. The deployment strategy shows diversification across reputable banking institutions:

The total market value of these investments as of December 31, 2025, stood at Rs 697.82 million, including accrued interest of Rs 9.82 million.

Compliance and Monitoring Status

The monitoring agency report confirms no deviation from the disclosed objects of the issue. Key compliance highlights include:

• All utilization remains aligned with offer document disclosures
• No material deviations requiring shareholder approval
• No changes in means of finance for disclosed objects
• General corporate purposes utilization remains within the 25% limit of gross proceeds

During the reported quarter, the company utilized Rs 68.12 million toward capital expenditure for purchasing new equipment and machinery. The Board of Directors approved modifications in vendor arrangements and equipment purchases on February 14, 2026, while maintaining alignment with the original object of capital expenditure.

Regulatory Framework

The report was prepared in accordance with SEBI regulations and certified by M/s M A Narasimhan & Company, Chartered Accountants. CRISIL Limited, serving as the monitoring agency, confirmed that the report provides an objective view of proceeds utilization based on information provided by the issuer and reliable sources, though it does not constitute an audit or independent verification of the information provided.