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41st Annual Report 2019NOTES:1.An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Businessto be transacted at the Meeting is annexed hereto.2.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF. SUCH A PROXYNEED NOT BE A MEMBER OF THE COMPANY.A person can act as a Proxy on behalf of Members not exceeding fifty (50) and holding in aggregate not more thanten percent (10%) of the total share capital of the Company. A Member holding more than ten percent (10%) of thetotal share capital of the Company may appoint a single person as Proxy and such Proxy shall not act as a Proxyfor any other Member.The Proxy form is annexed with this Notice. The instrument appointing the Proxy, in order to be effective, should bedeposited at the Registered Office of the Company, duly completed, stamped and signed, not less than 48 hoursbefore the commencement of the Meeting.Corporate Members intending to send their authorized representatives to attend the Annual General Meeting(“the Meeting”) are requested to send to the Company a certified true copy of the Board Resolution authorizingtheir representatives to attend and vote on their behalf at the Meeting.During the period beginning 24 hours before the time fixed for the commencement of the Meeting and endingwith the conclusion of the Meeting, a Member is entitled to inspect the Proxies lodged, at any time during thebusiness hours of the Company, provided that not less than 3 days of notice in writing is given to the Company bysuch Member.The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in regard tothe special business as set out in the Notice and the relevant details of the Directors seeking re- appointment/appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, are annexed hereto.3.In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitledto vote.4.The Members/Proxies are requested to bring the attendance slip duly filled in for attending the Meeting.5.Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, with respect to the Directors seeking Appointment/Re-appointment at the ensuing AnnualGeneral Meeting is annexed to this Notice.6.The Register of Directors and Key Managerial Personnel and their Shareholding, the Register of Contracts orArrangements in which Directors are interested will be available for inspection at the Meeting.7.All the documents referred to in the Notice and Explanatory Statement annexed thereto including the AnnualReport for the Financial Year 2018-19 and Notice of the 41st Annual General Meeting are open for inspection bythe Members, without any fees, at the Registered Office i.e. Bombay Mutual Building, 2nd Floor, Dr D.N. Road, Fort,Mumbai-400001 and Corporate Office i.e. Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East),Mumbai-400098 of the Company between 11:00 a.m and 01:00 p.m. on all working days except Saturday up tothe date of the Meeting and the same shall also be made available for inspection by Members at the Meeting.3

41st Annual Report 20198.Members holding shares in physical form are requested to approach Link Intime India Private Limited, the Registrarand Share Transfer Agents of the Company at C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai – 400083 for:(a) intimating any change in their address and/or bank mandate;(b) submitting requests for transfer, transmission, name change, split, consolidation, etc.;(c) nominating any person to whom the shares shall vest in the event of death;(d) updating/registering their e-mail address for correspondence; and(e) any other queries with respect to shares held by them.9.Members holding shares in electronic form are hereby informed that the Company or its Registrar cannot acton any request received directly from them for any change of address and/or bank mandate or change in e-mailaddress. Such changes are to be intimated only to the Depository Participants of the respective Members.10. In accordance with the proviso to Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, effective from April 1, 2019, transfers of shares of the Company shall not be processed unlessthe shares are held in the dematerialized form with a depository. Accordingly, shareholders holding equity sharesin physical form are urged to have their shares dematerialized so as to be able to freely transfer them andparticipate in various corporate actions. Members can contact the Company or Link Intime India Private Limitedfor assistance in this regard.11. Non-resident Indian shareholders are requested to inform about the following immediately to the Company or itsRegistrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:a)change in the residential status on return to India for permanent settlement.b)particulars of the NRE account with a Bank in India, if not furnished earlier.12. Members who have not registered their e-mail address for receiving all communications including AnnualReport, Notices and Circulars, etc. from the Company electronically, are requested to register the same with theirDepository Participants (for shares held in electronic form) and with Link Intime India Private Limited, the Registrarand Share Transfer Agents of the Company (for shares held in physical form). Members, who have registered theire-mail address, are also entitled to receive such communication in physical form, upon request.13. Members are requested to note that the dividend remaining unclaimed for a continuous period of seven yearsfrom the date of transfer to the Company’s Unpaid Dividend Account shall be transferred to the Investor Educationand Protection Fund (IEPF). In addition, all equity shares in respect of which dividend has not been paid or claimedfor seven consecutive years or more shall be transferred by the Company to demat account of the IEPF authoritywithin a period of thirty days of such equity shares becoming due to be transferred to the IEPF.In the event of transfer of equity shares and the unclaimed dividends to IEPF, Members are entitled to claim the samefrom IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documentsenumerated in Form IEPF-5. Members can file only one consolidated claim in a financial year as per the IEPF rules.14. Pursuant to Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund)Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as onAugust 13, 2018 (date of last AGM) on its website at www.centrum.co.in and also on the website of the Ministryof Corporate Affairs15. The Register of Members and the Transfer Books of the Company will remain closed from September 06, 2019, toSeptember 12, 2019, both days inclusive.4

41st Annual Report 201916. a)Final Dividend of 0.05 per share for the financial year ended March 31, 2019 as recommended by theBoard of Directors, if approved by the members at the AGM, will be paid on or before October 11, 2019, tothose Members whose names appear on the Register of Members as on Thursday, September 05, 2019.b)Members holding shares in electronic form are hereby informed that bank particulars registered with theirrespective Depository Participants (DP),with whom they maintain their demat accounts, will be used by theCompany for payments of dividend. The Company or Registrar cannot act on any request received directlyfrom the members holding shares in electronic form for any change of bank particulars or bank mandates.Such changes are to be advised only to the DP of the members.c)Members holding shares in physical form and desirous of either registering bank particulars alreadyregistered bank particulars or changing bank particulars already registered against their respective foliosfor payment of dividend are requested to intimate the Registrar and the Company.17. The Annual Report for the Financial Year 2018-19 and Notice of the 41st Annual General Meeting, inter-alia, indicatingthe process and manner of voting including remote e-voting along with Attendance Slip and Proxy Form are being sentin electronic mode to all the Members holding shares in dematerialized form and having their e-mail address registeredwith their Depository Participants and such other Members who have positively consented in writing to receive thesame by electronic mode. Physical copies of the abovementioned documents are being sent to all other Members bythe permitted mode. Members, who have received the above documents in electronic mode, are entitled to receivethe same, free of cost, in physical form, upon making a request in this regard to Link Intime India Private Limited, theRegistrar and Share Transfer Agents of the Company or to the Company. The abovementioned documents are alsoavailable for download on the Company’s website i.e. www.centrum.co.in.18. In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Managementand Administration) Rules, 2014, the Company has provided a facility of remote e-voting (e-voting from a place otherthan venue of the Meeting) to its Members to enable them to exercise their right to vote on the business proposed tobe transacted at the 41st Annual General Meeting (“the Meeting”). Necessary arrangements have been made by theCompany with Central Depository Services (India) Limited (CDSL) to facilitate remote e-voting. The facility for votingthrough ballot paper shall also be made available at the venue of the Meeting. The Members attending the Meeting, whohave not already cast their vote through remote e-voting shall be able to exercise their voting rights at the Meeting.19. Information and other instructions relating to remote e-voting are as under:(i)The voting period begins on Monday, September 09, 2019, (09:00 a.m.) and ends on Wednesday, September11, 2019, (05:00 p.m.). During this period shareholders’ of the Company, holding shares either in physical formor in dematerialized form, as on the cut-off date (record date) of Thursday, September 5, 2019, may cast theirvotes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.(ii) The Shareholders should logon to the e-voting website www.evotingindia.com.(iii) Click on Shareholders.(iv) Now Enter your User IDa.b.c.For CDSL:16 digits Beneficiary ID,For NSDL: 8 Character DPID followed by 8 Digits Client ID,Members holding shares in Physical Form should enter Folio Number registered with the Company.(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is to be used.5

41st Annual Report 2019(vii) If you are a first time user follow the steps given below:For Members holding shares in Demat Form and Physical FormPANEnter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)yyMembers who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8 digitsof the sequence number in the PAN field.yyIn case the sequence number is less than 8 digits enter the applicable numberof 0’s before the number after the first two characters of the name in CAPITALletters. e.g. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyy format) as recorded inyour demat account or in the company records in order to login.ORyy If both the details are not recorded with the depository or company please enterDate of Birth (DOB)the member id/ folio number in the Dividend Bank Details field as mentioned ininstruction(iv)(viii) After entering the details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential.(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.(xi) Click on the EVSN for the relevant CENTRUMCAPITALLIMITED on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” andaccordingly modify your vote.(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.(xvii)If a demat account holder has forgotten the login password then enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.6

41st Annual Report 2019(xviii) Note for Non – Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF and NRI etc.) and Custodian are required tolog on to www.evotingindia.com and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected] After receiving the login details a Compliance User should be created using the admin login andpassword. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to [email protected] and onapproval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favourof the Custodian, if any, should be uploaded in PDF form at in the system for the scrutinizer to verify thesame.(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions(“FAQs”) and e-voting manual available at www.evotingindia.com, under help Section or write an email [email protected] The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by theMember, he/she shall not be allowed to change it subsequently. (Note: e-Voting shall not be allowed beyond thesaid time.).21. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting usermanual for Shareholders available at the Downloads Section of www.evotingindia.com.22. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allowvoting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGMbut have not cast their votes by availing the remote e-voting facility.23. Any person who is not a Member as on the cut-off date should treat this Notice for information purpose only. Also,any person who acquires shares and becomes the Member of the Company after the dispatch of Annual Reportand Notice of the Meeting and holding shares on the cut-off date i.e. August 02, 2019, may obtain login ID andpassword by sending a request at [email protected] Mr. Umesh P. Maskeri (Membership No.4831 CP No 12704), Practicing Company Secretary has been appointedas Scrutinizer to scrutinize the voting process (including remote e-voting) in a fair and transparent manner. Hehas communicated his willingness to be so appointed and will be available for the purpose of ascertaining therequisite majority.25. The Scrutinizer shall, after the conclusion of voting at the Meeting, first count the votes cast at the Meetingand thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not inthe employment of the Company and shall make, not later than three days of the conclusion of the Meeting, aconsolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of the Companyor any person authorized by him in writing, who shall countersign the same and declare the results of the votingforthwith.26. The results declared along with the report of the Scrutinizer shall be placed on the website of the Companyi.e. www.centrum.co.in and on the website of the CDSL immediately after the declaration of the results by theChairman of the Company or a person authorized by him in writing and also be displayed at the Registered andCorporate Office of the Company. The results shall also be immediately forwarded to the Stock Exchanges i.e. BSELimited and National Stock Exchange of India Limited.7

41st Annual Report 2019EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 SETTING OUTALL THE MATERIAL FACTS RELATING TO SPECIAL BUSINESS:Item No.4 - Re-appointment M/s. Haribhakti & Co. LLP, Chartered Accountants as Statutory Auditors of theCompany and to fix their remunerationM/s. Haribhakti & Co. LLP, Chartered Accountants were appointed in the 36th Annual General Meeting as StatutoryAuditors of the Company for the term commencing from the conclusion of the 36th Annual General Meeting till theconclusion of the 41st Annual General Meeting subject to ratification of their appointment in subsequent AnnualGeneral Meetings.Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, statutory auditors cannot beappointed for more than two terms of five consecutive years. The Rules also lay down the transitional period thatcan be served by the existing auditors depending on the number of consecutive years for which an audit firm hasbeen functioning as auditor in the same company. The incumbent auditors, M/s. Haribhakti & Co. LLP, CharteredAccountants have served the Company for 3 years before the Act was notified and will be completing

C‘ NTRUM August 19, 2019 T0, T0. National Stock Exchange of India Limited BSE Limited Exchange Plaza, Corporate Relations Department, Plot No. C/1, 6 Block, lst Floor, New Trading Ring, Bandra-Kurla Complex, Bandra (East), P. J. Towers, Dale] Street, Mumbai-400 051. Mumbai-400 001. Sub: Corrigendum to Annual Report 2018-19 Ref: Scrip Code — 501150 and NSE Scrip Code:-CENTRUM