To,

Re: Scrip Symbol: CENTUM/ Scrip Code: 517544
Dear Sir/ Madam,

Sub: $33^{\text {rd }}$ (Thirty Third) Annual General Meeting Notice, e-voting facility and record date for payment of final dividend on Equity Shares for the Financial Year 2025-26.

This is to inform that the $33^{\text {rd }}$ AGM of the Company will be held on Thursday, August 13, 2026, at 10:30 A.M. IST through video conference and other audio-visual means (VC/OAVM).

The Company has considered, Thursday, August 6, 2026, as the cut- off date for ascertaining the list of shareholders eligible to participate in the e-voting facility being offered in respect of the businesses to be transacted at the Thirty Third Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on May 14, 2026, had recommended final dividend for the financial year 2025-26, subject to approval of the Members at the $33^{\text {rd }}$ Annual General Meeting (AGM) of the Company. In this regard, pursuant to Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fixed Friday, July 31, 2026, as Record Date for determining entitlement of members to final dividend of Rs. 5/- per share of face value of Rs. 10/- each for the financial year 2025-26.

We are also enclosing herewith the Notice for the $33^{\text {rd }}$ Annual General Meeting of the Company.

The above information is also available on the website of the Company www.centumelectroncis.com. This is for your information.

Centum Electronics Limited

# 44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 064, Karnataka, India
Tel +91-(0)80-4143-6000 Fax +91-(0)80-4143-6005 Website www.centumelectronics.com
E-mail [email protected] CIN - L85110KA1993PLC013869

Yours faithfully,

For Centum Electronics Limited

INDU H S

Digitally signed by INDU H S

Date: 2026.07.22 15:31:30

+05'30'

Indu H S

Company Secretary & Compliance Officer

Encl: as above

Centum Electronics Limited

44, KHB Industrial Area, Yelahanka New Town, Bangalore - 560 064, Karnataka, India

Tel +91-(0)80-4143-6000 Fax +91-(0)80-4143-6005 Website www.centumelectronics.com

E-mail [email protected] CIN - L85110KA1993PLC013869

Centum Electronics Limited

Corporate Identity Number (CIN) - L85110KA1993PLC013869
Registered Office: No.44, KHB Industrial Area, Yelahanka New Town, Bengaluru - 560064
Tel. No: +91 08041436000 Fax No: +91 08041436005
Email: [email protected] Website: www.centumelectronics.com

NOTICE OF THE $33^{\text {RD }}$ ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty Third ( $33^{\text {rd }}$ ) Annual General Meeting (AGM) of the Members of Centum Electronics Limited ("the Company") will be held on Thursday, August 13, 2026 at 10:30 a.m. IST through Video Conferencing / Other Audio Visual Means ("VC / OAVM") to transact the following business:

The venue of the meeting shall be deemed to be the Registered Office of the Company at No. 44, KHB Industrial Area, Yelahanka New Town, Bengaluru - 560064.

ORDINARY BUSINESS:

Item No. 1 - Adoption of Standalone Financial Statements

To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended March 31, 2026 together with the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby approved and adopted."

Item No. 2 - Adoption of Consolidated Financial Statements

To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2026, along with the report of the Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2026 together with the report of the Auditors thereon, as circulated to the members, be and are hereby approved and adopted."

Item No. 3 - Declaration of Dividend

To declare the final dividend on equity shares for the financial year ended March 31, 2026 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT approval be and is hereby accorded for declaration and payment of final dividend of ₹ 5 (Rupees five only) per equity share of the face value of ₹ 10 (Rupees Ten) each fully paid up, of the Company, as recommended by the Board of Directors for the financial year ended March 31, 2026."

Item No. 4 - Retirement of Director by rotation

To appoint a Director in place of Ms.Tanya Mallavarapu (DIN: 01728446 ) who retires by rotation and being eligible, offers herself for the re-appointment.

SPECIAL BUSINESS:

Item No. 5 - Remuneration payable to the Cost Auditors

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. K.S. Kamalakara \& Co., Cost Accountants (Firm Registration No. 000296), appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the financial year 2026-27, be paid a remuneration of ₹ 1,50,000/- (Rupees One Lakh Fifty Thousand) per annum plus applicable taxes and out-of-pocket expenses that may be incurred during the course of audit.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary \& Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds and things as may be necessary, proper, or expedient to give effect to this resolution."

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru
Date: May 14, 2026
Registered Office:
No.44, KHB Industrial Area
Yelahanka New Town
Bengaluru - 560064
CIN: L85110KA1993PLC013869

Indu H S Company Secretary \& Compliance Officer

NOTES:

1. The Ministry of Corporate Affairs ("MCA") has, vide its General Circular dated September 22, 2025 read together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024 (collectively referred to as "MCA Circulars"), permitted convening the Annual General Meeting ("AGM" / "Meeting") through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 ("Act") read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the AGM of the Company is being held through VC / OAVM.
2. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed hereto.
3. A statement pursuant to the provisions of Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM, is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder are also annexed.
4. Since the AGM will be held through VC / OAVM, the route map of the venue of the Meeting is not annexed hereto.
5. In terms of the provisions of Section 152 of the Act, Ms. Tanya Mallavarapu, Non-Executive Director of the Company, will retire by rotation at the Meeting. The Nomination and Remuneration Committee and the Board of Directors of the Company have recommended her re-appointment. Ms. Tanya Mallavarapu, Director of the Company, is interested in the Ordinary Resolution set out at Item No. 4, of this Notice with regard to her reappointment.
6. Additional information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Director seeking reappointment at the Annual General Meeting is furnished
   and forms a part of the Notice. The Director has furnished the requisite consent / declarations for the re-appointment.
7. In compliance with the MCA Circulars and Regulation 36(1)(a) of the Listing Regulations, Notice of the AGM along with the Annual Report for the financial year 202526 is being sent only through electronic mode to those members whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter providing the web-link, including the exact path, where Annual Report for the financial year 2025-26 is available, is being sent to those members whose e-mail address is not registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Members may note that this Notice and Annual Report for the financial year 2025-26 will also be available on the Company's website at www.centumelectronics. com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com, respectively, and on the website of Company's Registrar and Transfer Agent, KFin Technologies Limited ("KFinTech") at https:// evoting.kfintech.com. The Company shall send a physical copy of the Annual Report 2025-26 to those Members who request the same at investors@centumelectronics. com mentioning their Folio No./DP ID and Client ID.
8. The Company has enabled the Members to participate at the $33^{\text {rd }}$ AGM through the VC / OAVM facility provided by KFin Technologies Limited, Registrar and Transfer Agent. The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC / OAVM shall be allowed on a first come-firstserve basis.
9. As per the provisions under the MCA Circulars, Members attending the $33^{\text {rd }}$ AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

10. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and Insta Poll during the AGM. The process of remote e-voting with necessary User ID and Password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the $33^{\text {rd }}$ AGM being held through VC / OAVM.

11. Members joining the meeting through VC / OAVM, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through Insta Poll at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC / OAVM but shall not be entitled to cast their vote again.

12. The Company has appointed Mr. S.P. Nagarajan, Practicing Company Secretary (Membership No. ACS 10028), who in the opinion of the Board is a duly qualified person, as a Scrutinizer who will collate the electronic voting process in a fair and transparent manner. The Scrutinizer shall within a period of two (2) working days from the date of conclusion of Annual General Meeting, submit his report of the votes cast in favour or against, if any, to the Chairman of the Company. The result of the same will be disclosed through the Annual General Meeting proceedings. The e-voting results will also be uploaded in the website of the Company https://www. centumelectronics.com.
13. Corporate Members are required to access the link https://evoting.kfintech.com and upload a certified copy of the Board Resolution authorizing their representative to attend the AGM through VC / OAVM and vote on their behalf. Institutional Investors are encouraged to attend and vote at the meeting through VC / OAVM.
14. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
15. The Company has fixed Friday, July 31, 2026, as Record Date for determining the members eligible for Dividend on Equity Shares, if declared at the Annual General Meeting.
16. Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if approved by the members will be paid within 30 days from the date of declaration to those members whose names appear in the Register of Members on the Record Date.

Members holding shares in demat form are requested to note that the bank details furnished by the respective Depositories to the Company will be considered for remittance of dividend in accordance with Mandate SEBI requirements. The Company or Registrar and Transfer Agent cannot act on any request received directly from such Members for any change in bank particulars or mandates.

Pursuant to the SEBI Master Circular dated May 7, 2024 (effective April 1, 2024), and Master Circular for Registrars to an Issue and Share Transfer Agents dated February 6, 2026, dividend to Members holding shares in physical mode shall be paid only through electronic mode, subject to furnishing of Permanent Account Number ('PAN'), contact details (postal address, mobile number and e-mail address), bank account details, specimen signature, etc., for their respective folios with the Company or its Registrar and Transfer Agent.

Accordingly, to ensure timely credit of dividend, Members are requested to keep their bank account details updated with their respective DPs in case of shares held in demat form, and with the Registrar and Transfer Agent in case of shares held in physical mode, by submitting the prescribed forms and documents. Dividend payments will be made through electronic mode based on such updated details.
17. Pursuant to the Income-tax Act, 2025, dividend income will be taxable in the hands of shareholders, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Income-tax Act, 2025 and amendments thereof. The shareholders are requested to update their PAN with the Company/ Registrar and Transfer Agent (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 121 (Previously known as Form 15G/15H as per Income Tax Act, 1961) to avail the benefit of non-deduction of tax at source by email to [email protected] or investors@ centumelectronics.com. Shareholders are requested to note that incase their PAN is not registered; tax will be deducted at a higher rate of $20 \%$.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. self -attested copy of the Permanent Account Number (PAN Card), if any, allotted by the Indian authorities; selfattested copy of Tax Residency Certificate (TRC) valid as on the AGM date obtained from the tax authorities of the country of which the shareholder is resident; self-declaration in Form 41 (Previously known as Form 10F as per Income Tax Act, 1961). Self-declaration confirming not having a Permanent Establishment in

India and eligibility to Tax Treaty benefit by sending an email to [email protected] or investors@ centumelectronics.com. TDS shall be recovered at 20\% (plus applicable surcharge and cess) if any of the abovementioned documents are not provided.

The aforesaid declarations and documents need to be submitted by the shareholders latest by Wednesday, August 5, 2026.
18. Members are requested to note that the dividends not encashed or claimed within 7 (seven) years from the date of transfer to the Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013, along with the respective shares lying in the pool account be transferred to the Investor Education and Protection Fund (IEPF). Members who have not encashed or claimed the dividend for the earlier years are requested to approach the Company / Registrar and Transfer Agent and whose shares are transferred to IEPF can claim by making an application in form IEPF-5 to IEPF Authority through Company's Nodal Officer and Registrar and Transfer Agent at the earliest.
19. Updation of PAN and KYC details

Physical Holding:
SEBI vide its Master Circular dated May 07, 2024, mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, in respect of such folios only through electronic mode with effect from April 1, 2024 upon completion/submission of the requisite documents/details in entirety. In this connection, shareholders holding shares in physical form are requested to update their PAN, KYC, Nomination details, if not provided earlier to KFin Technologies Limited, the Registrar and Transfer Agent of the Company, by submitting the following forms.
i. Form ISR-1: Request for Registering PAN/KYC, Bank details or Changes/Updation thereof
ii. Form ISR-2: Confirmation of Signature of Shareholders by the Banker

The said Form can also be downloaded from our website www.centumelectronics.com under Investor Relations Section. In case of any query / assistance, Members are requested to contact the Company's Registrar and Transfer Agent, KFin Technologies Limited.

Demat Holding:

Update the PAN and KYC (i.e. postal address with pin code, email address, mobile number, bank account details) through your Depository Participants (DPs). The Company has sent reminders to those shareholders whose bank details are not available with the Registrar and Transfer Agent, requesting them to update KYC to enable the Company for payment of dividend. The Company, before processing the request for payment of Unclaimed/Unpaid Dividend, has been in practice of obtaining necessary particulars of Bank Account of the Payee.
20. Nomination facilities:

Section 72 of the Act read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, provides for the facility of nomination to security holders of the Company. This facility is mainly useful in the case of those holders who hold their shares in their own name. Investors are advised to avail of this facility to avoid any complication in the process of transmission, in case of death of the holders. Where more than one person holds the securities of a company jointly, the joint holders may together nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest in the event of death of all the joint holders. In case the shares are held in physical mode, the nomination form may be obtained from the Registrar and Transfer Agent. In case of shares held in Demat form, such nomination is to be conveyed to the DPs as per the formats prescribed by them. In this connection, shareholders holding shares in physical form are requested to update their Nomination details, if not provided earlier to KFin Technologies Limited, the Registrar and Transfer Agent of the Company, by submitting the following forms.
i. Form ISR-3: Declaration to Opt-out of Nomination
ii. Form SH-13: Nomination Form
iii. Form SH-14: Change in Nomination
iv. Form SH-14 and ISR-3: Cancellation of Nomination The Nomination form is available at the website of the Company at www.centumelectronics.com
21. Dispute Resolution Mechanism (SMART ODR):

In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars and transfer agents and its shareholder(s)/ investor(s), SEBI had issued a Standard Operating Procedure ('SOP') vide Circular dated May 30, 2022.

As per this Circular, shareholder(s)/investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution of

their disputes against the Company or its Registrar and Transfer Agent. Further, SEBI vide Circular dated July 31, 2023 (updated as on December 28, 2023), introduced the Online Dispute Resolution (ODR) Portal. After exercising and exhausting all the available options for resolution of the grievance, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform., if the Shareholder is still not satisfied with the outcome, they may initiate dispute resolution through the Online Dispute Resolution Portal ("ODR") at https://smartodr. in/login. The process for online resolution of disputes in the securities market has been provided by SEBI in its Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated December 28, 2023. With the said Circular, the existing dispute resolution mechanism in the Indian securities market is being streamlined under the aegis of Stock Exchanges and Depositories by expanding their scope and by establishing a common ODR Portal which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian securities market. The aforesaid Circular issued by SEBI in this regard can be accessed on the website of the Company at www.centumelectronics.com. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform.
22. Dematerialisation of physical shares:

Members may please note that in view of the proviso to Regulation 40(1) of the SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialised form (DEMAT) with effect from April 1, 2019. Dematerialisation of shares would help to eliminate risks associated with Physical Shares. In this regard, SEBI has clarified by a Press Release No. 12/2019 dated March 27, 2019, that the said amendments do not prohibit an investor from holding the shares in physical mode and the investor has the option of holding shares in physical mode even after April 1, 2019.

However, any investor who is desirous of transferring shares (which are held in physical mode) after April 1, 2019 can do so only after the shares are dematerialized. As per the SEBI Circular dated January 30, 2026, Registrar and Transfer Agents/Companies are required to process shareholder service requests (including transmission, transposition, subdivision, consolidation, renewal, exchange, and name changes/deletions) and issue securities exclusively in dematerialised form, credited directly to the claimant's demat account, within 30 days of receipt of the request after resolving objections.
23. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 read with Circular No. SEBI/ HO/ MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025, has mandated the listed companies to issue securities in demat form only while processing service requests viz. issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled in and signed Form ISR - 4. The said form can be downloaded from the Company's website, www.centumelectronics.com.
24. Forms ISR-1, ISR-2, ISR-3, ISR-4 \& SH-13 along with the supporting documents as stated above are required to be submitted to KFintech at the address mentioned below:

KFin Technologies Limited

Unit: Centum Electronics Limited
Selenium Building, Tower-B, Plot No 31 \& 32,
Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500032.
Email ID: [email protected]
Toll Free / Phone Number: 18003094001
WhatsApp Number: (91) 9100094099
25. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Limited, at the address mentioned above.
26. The following documents will be available for inspection by the Members electronically during the $33^{\text {rd }}$ AGM. Members seeking to inspect such documents can send an email to [email protected].
a) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013.
b) The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013.
27. Members are requested to send all communications relating to Shares including dividend matters to our Registrar and Transfer Agents.

1. KFin Technologies Limited, Registrar and Transfer Agent ("RTA") of the Company, has launched a unified platform 'KPRISM' for the benefit of shareholders. KPRISM is a self-service portal / mobile based application that enables the shareholders to access their portfolios serviced by Registrar and Transfer Agent, and check details like dividend status and make request for annual reports, change of address, update bank mandate, download standard forms, etc. The portal can be accessed at https://kprism.kfintech.com.
2. A Senior Citizens Investor Cell has been formed by the Registrar and Transfer Agent to assist exclusively the senior citizens (above 60 years of age) in redressing their grievances, complaints and queries. The senior citizens wishing to avail this service can send the communication to [email protected]. Alternatively, you may also contact Registrar and Transfer Agent's toll-free number: 1-800-309-4006, dedicated for Senior Citizens, for any queries or information.
3. All documents referred to in the Notice will be available for inspection at the Company's Registered Office during normal business hours on working days up to the date of the Annual General Meeting.
4. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and in compliance with the SEBI (Listing Obligations \& Disclosure Requirements) Regulations, 2015, it is mandatory to extend to the Members of the Company, the facility to vote at the Annual General Meeting (AGM) by electronic means. Members of the Company can transact all the items of the business through electronic voting system as contained in the Notice of the Meeting.

PROCEDURE AND INSTRUCTIONS FOR E-VOTING AND ATTENDING THE AGM THROUGH VC / OAVM:

1. The Company has entered into an agreement with KFin Technologies Limited (KFintech) for facilitating e-voting and for conducting the Annual General Meeting through Video Conferencing / Other Audio-Visual Means. The instructions are as follows:
   i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote
   electronically, through the e-voting services provided by KFintech, on all the resolutions set forth in this Notice. The instructions for e-voting are given in subsequent paragraphs.
   ii. However, in pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
   iii. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
   iv. The remote e-voting period commences on Monday, August 10, 2026, at 9.00 a.m. to Wednesday, August 12, 2026, at 5.00 p.m. During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date being Thursday, August 6, 2026, may cast their vote by electronic means in the manner and process set out hereinabove. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Further, the Members who have cast their vote electronically shall not vote by way of poll, held at the Meeting.
   v. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
   vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at evoting@ Kfintech.com. However, if he / she is already registered with KFintech for remote e-voting then he /she can use his / her existing User ID and Password for casting the vote.
   vii. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the

Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date may follow steps mentioned below under "Login method for remote e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
viii. The details of the process and manner for remote e-voting and e-AGM are explained herein below:

Step 1: Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access to KFintech e-voting system in case of shareholders holding shares in physical and nonindividual shareholders in demat mode.
Step 3: Access to join virtual meetings (AGM) of the Company on KFintech system to participate in AGM and vote at the AGM.

Details on Step 1 are mentioned below:

Login method for remote e-voting for Individual shareholders holding securities in demat mode.

Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL

1. For OTP based login you can click on
   https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting \& voting during the meeting.
2. Existing Internet-based Demat Account Statement ("IDeAS") facility Users:
   i. Visit the e-services website of NSDL https://eservices.nsdl.com either on a personal computer or on a mobile.
   ii. On the e-services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. Thereafter enter the existing user id and password.
   iii. After successful authentication, Members will be able to see e-voting services under 'Value Added Services'. Please click on "Access to e-voting" under e-voting services, after which the e-voting page will be displayed.
   iv. Click on company name i.e. 'Centum Electronics Limited' or ESP i.e. KFin.
   v. Members will be re-directed to KFin's website for casting their vote during the remote e-voting period.
3. Those not registered under IDeAS:
   i. Visit https://eservices.nsdl.com for registering.
   ii. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
   iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com.
   iv. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder / Member' section. A new screen will open.
   v. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verification code as shown on the screen.
   vi. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page.
   vii. Click on company name i.e 'Centum Electronics Limited' or ESP name i.e KFin after which the Member will be redirected to ESP website for casting their vote during the remote e-voting period.
   viii. Members can also download the NSDL Mobile App "NSDL Speed-e" facility by scanning the QR code mentioned below for seamless voting experience.

Type of shareholders Login Method
NSDL Mobile App is available on
App Store Google Play

Individual Shareholders holding securities in demat mode with CDSL

1. Existing user who have opted for Electronic Access To Securities Information ("Easi/ Easiest") facility:
   i. Visit https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
   ii. Click on New System Myeasi.
   iii. Login to Myeasi option under quick login.
   iv. Login with the registered user ID and password.
   v. Members will be able to view the e-voting Menu.
   vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication.
2. User not registered for Easi/ Easiest
   i. Visit https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration or https:// web.cdslindia.com/myeasitoken/Registration/EasiestRegistration for registering.
   ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
   iii. After successful registration, please follow the steps given in point no. 1 above to cast your vote.
3. Alternatively, by directly accessing the e-voting website of CDSL
   i. Visit www.cdslindia.com.
   ii. Provide demat account number and PAN.
   iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account.
   iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz. 'Centum Electronics Limited' or select KFin.
   i. Members can also login using the login credentials of their demat account through their DPs registered with the Depositories for e-voting facility.
   ii. Once logged-in, Members will be able to view e-voting option.
   iii. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature
   iv. Click on options available against 'Centum Electronics Limited' or 'KFin'.

Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without any further authentication

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Details on Step 2 are mentioned below:

Login method for e-voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of e-voting Event Number (EVEN), User ID and Password. They will have to follow the below process:
i. Launch internet browser by typing the URL: https:// emeetings.kfintech.com.
ii. Enter the login credentials (i.e. User ID and Password). In case of physical folio, User ID will be EVEN (e-voting Event Number), followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and Password for casting the vote.
iii. After entering these details appropriately, click on "LOGIN".
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,\$, etc.,). It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the "EVEN" i.e., 'Centum Electronics Limited - AGM" and click on "Submit"
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/ AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
ix. Cast your votes by selecting an appropriate option and click on 'SUBMIT'. A confirmation box will be displayed. Click 'OK' to confirm, else 'CANCEL' to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
x. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id cs@ nagarajsp818.com with a copy marked to evoting@ kfintech.com. The scanned image of the abovementioned documents should be in the naming format "Corporate Name_Even No."
xi. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting User Manual available at the 'download' section of https://evoting.kfintech.com or call KFin on 18003094001 (toll free).

Details on Step 3 are mentioned below:

Instructions for all the shareholders, for attending the AGM of the Company through VC /OAVM and e-voting during the meeting.
i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings. kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/ KFintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned above.
ii. Facility for joining AGM though VC / OAVM shall open atleast 30 minutes before the commencement of the Meeting.

iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number at [email protected]. Questions/queries received by the Company till Tuesday, August, 11, 2026, shall only be considered and responded during the AGM.
vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member cast votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
viii. Facility of joining the AGM through VC / OAVM shall be available for atleast 2,000 members on first-come-firstserve basis.
ix. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTHER INSTRUCTIONS:

I. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfintech.com and login through the User ID and Password provided in the mail received from KFintech. On successful login, select 'Speaker Registration' which will open from Sunday, August 9, 2026 to Tuesday, August 11, 2026. Members shall be provided a 'queue number' before the meeting. The Company reserves the right to restrict the speakers at
the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM.
II. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech.com. Please login through the User ID and Password provided in the mail received from KFintech. On successful login, select 'Post Your Question' option which will opened from Sunday, August 9, 2026 at 9:00 a.m. to Tuesday, August 11, 2026 at 5:00 p.m.
III. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help \& Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of https:// evoting.kfintech.com (KFintech Website) or contact Mr. N Shiva Kumar, Manager at [email protected] or call KFintech's toll free No. 1-800-309-4001 for any further clarifications.
IV. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Thursday, August 6, 2026, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
V. The results of the electronic voting shall be declared to the Stock Exchanges after the AGM. The results along with the Scrutinizer's Report, shall also be placed on the website of the Company.
33. Members who may require any technical assistance or support before or during the AGM are requested to contact KFin Technologies Limited at toll free number 1800-3094-001 or write to them at evoting@kfintech. com.
34. A video guide assisting the members attending e-AGM either as a speaker or participant is available for quick reference at URL https://emeetings.kfintech.com/ under the "eAGM Tutorial" tab placed on the top of the page.

By Order of the Board of Directors For Centum Electronics Limited

Place: Bengaluru
Date: May 14, 2026
Indu H S
Company Secretary \&
Compliance Officer

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.5:

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 mandates the Company to get its cost records audited every year. The Board of Directors has considered the appointment of M/s. K.S. Kamalakara \& Co., Cost Accountants (Firm Registration No. 000296) as the Cost Auditors of the Company for the financial year 2026-27 at a remuneration of ₹1,50,000/- (Rupees One Lakh Fifty Thousand Only) apart from applicable taxes and out-of-pocket expenses, if any.

Ratification of remuneration payable to Cost Auditors needs to be done by the Shareholders of the Company in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, due to which consent of the Members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2026-27.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Resolution No. 5 of the Notice.

The Board of Directors recommends the ordinary resolution for approval by the members, as set out in the Item no. 5 of the notice convening the meeting.

By Order of the Board of Directors
For Centum Electronics Limited

Place: Bengaluru
Date: May 14, 2026

Indu H S
Company Secretary \&
Compliance Officer

DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT AT THE 33RD ANNUAL GENERAL MEETING [PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETING]

Ms.Tanya Mallavarapu

Date of birth
09.02.1989

Date of appointment
27.05.2023

Profile:

Ms. Tanya completed her Master's Degree in Economics from Duke University, in U.S. She graduated from the University of Southern California with a Bachelor's Degree in Business Administration and was on the Dean's List.

Ms. Tanya is the founder of TMR Design Co. LLP, an interdisciplinary design firm that emphasizes on innovation, creativity and functionality in a wide array of industries from healthcare, residential, commercial and hospitality. Prior to this Tanya served as a marketing executive in the luxury retail industry, involved in building marketing strategies for global retail expansion. She launched an Indian based luxury brand across cities including New York, Hong Kong, London and Delhi. Prior to this she worked as a business analyst at Intuit, creating revenue models and marketing strategies to launch the newly developed GoPayment product.