Your Directors have pleasure in presenting the 48^th Annual Report and Audited Accounts of the Company for the Financial Year ended
March 31,2026.

1. Financial Highlights

The summarized performance of the Company for the Financial Years 2025-26 and 2024-25 is given below:

2. Financial Performance and State of Company
Affairs

Information on the operational and financial performance
of the Company is given in the Management Discussion
and Analysis Report, which is annexed to this Report (Refer
Annexure B) and is in accordance with the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations”).

During the year, pursuant to transfer of the Company's
Merchant Banking business to Centrum Broking Limited, a
subsidiary of the Company, the Company surrendered its
Certificate of Registration as a Category I Merchant Banker.
Consequently, the Company is no longer required to prepare
its Financial Statements in accordance with Division III
of Schedule III to the Companies Act, 2013 (“the Act"),
which is applicable to Non-Banking Financial Companies.
Accordingly, with effect from the current Financial Year

the Company has prepared and presented its Financial
Statements in accordance with Division II of Schedule III
to the Act. Consequently, the comparative figures for the
previous year ended March 31, 2025 have been regrouped,
reclassified and restated, wherever considered necessary,
to conform to the current year's presentation.

3. Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and
applicable provisions of the Act, read with the Rules issued
thereunder, the Consolidated Financial Statements of
the Company for the Financial Year 2025-26, have been
prepared in compliance with applicable IND AS and on the
basis of Audited Financial Statements of the Company, its
Subsidiaries and Associate Companies, as approved by
the respective Board of Directors. In accordance with the
applicable IND AS 110 on Consolidated Financial Statements
read with the Listing Regulations, the Consolidated Audited
Financial Statements for the year ended March 31, 2026,
are provided in the Annual Report.

A statement containing the salient features of the Financial
Statements of each of the Subsidiary and Associate in
the prescribed Form AOC-1 is annexed as Annexure A to
this Annual Report.

The Company shall provide free of cost, a copy of the
Financial Statements of its Subsidiaries to the Shareholders
upon their request. The statements are also available on the
website of the Company www.centrum.co.in.

4. Transfer to Reserves

No amount has been transferred from the statement of profit
and loss Account to Reserves. An amount of H 305.96 Lakhs
has been transferred from Share Outstanding Option Account
to General Reserve. No amount has been transferred from
Debenture Redemption Reserve to General Reserve.

5. Dividend

With a view to conserve resources for future operations
and growth, the Board has not recommended any dividend
for the Financial Year 2025-26. In accordance with
Regulation 43A of the Listing Regulations, the Company
has formulated a 'Dividend Distribution Policy' and details
of the same have been uploaded on the Company's website
www.centrum.co.in

6. Unclaimed Dividend

In accordance with the provisions of Section 125 of the
Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ('IEPF Rules'), dividends declared by the Company

which remain unclaimed for seven consecutive years will
be transferred to the Investor Education and Protection
Fund (IEPF) during Financial Year 2026-27. Further, the
corresponding shares in respect of which dividends have
remained unclaimed for seven consecutive years are also
liable to be transferred to the IEPF.

Accordingly, the balance amount of H 1,03,593.80 lying
in the Final Dividend Account for FY 2018-19, along
with the corresponding 3,21,543 shares, is liable to be
transferred to the IEPF.

7. Business Overview & Future Outlook

A detailed business review & outlook of the Company are
appended in the Management Discussion and Analysis
section of the Annual Report.

8. Share Capital

There has been no change in the Authorised Share Capital
of the Company during the Financial Year 2025-26. As on
March 31, 2026, it continued to stand at H 1,65,01,00,000
(Rupees One Hundred Sixty Five Crores and One Lakh Only)
divided into 1,65,01,00,000 (One Hundred Sixty Five Crores
and One Lakh) Equity Shares of H 1/- each.

Pursuant to special resolution passed by the Members of
the Company through postal ballot on June 25, 2025, the
Company issued and allotted 7,01,26,225 Warrants, each
convertible into Equity Shares of the Company ("Warrants”),
on a preferential basis to JBCG Advisory Services Private
Limited ("JBCG”), a Promoter Group entity, at an issue price
of H 28.52 per Warrant, aggregating to approximately H 200
crore. In accordance with the provisions of the Securities
and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 ("SEBI ICDR Regulations”),
25% of the total consideration, was received from JBCG
upon the allotment of the Warrants. Pursuant to exercise
of Warrants by the Warrant Holder on March 27, 2026, the
Company allotted 2,72,50,000 (Two Crores Seventy-Two
Lakhs Fifty Thousand) Equity Shares of face value H 1/- each.

Pursuant to special resolution passed by the Members
of the Company at the 47^th Annual General Meeting held
on August 08, 2025, the Company issued and allotted
4,35,46,454 Equity Shares of face value of H 1/- each at a
premium of H33.38 per share, i.e. at an issue price of H34.38
per Equity Share on preferential basis to certain marquee
identified investors under the non-promoter category and
raised H 149.71 crore.

Accordingly, pursuant to the aforesaid allotments, the Paid-
up Equity Share Capital of the Company increased from
H41,60,32,740 divided into 41,60,32,740 Equity Shares
of H1 /- each as on March 31, 2025, to H48,68,29,194

divided into 48,68,29,194 Equity Shares of H1/- each as on
March 31, 2026.

All shares issued by the Company rank pari-passu
in all respects and carry the same rights as existing
equity shareholders.

9. Change in the Nature of Business

There has been no change in the nature of business of
the Company during the Financial Year 2025-26. During
the Financial Year 2025-26, the Company entered into a
Business Transfer Agreement ("BTA") with Centrum Broking
Limited ("CBL") and transferred its Merchant Banking
Division by way of slump sale, as a going concern, on an "as-
is-where-is" basis and at arm's length basis. The Securities
and Exchange Board of India ("SEBI"), vide its letter dated
March 20, 2026, approved the surrender of the Company's
Certificate of Registration as a Merchant Banker. The
Company continues to carry on its existing businesses
other than the Merchant Banking Division.

10. Debentures

During the Financial Year under review, the Company issued
26,542 Unlisted Non-Convertible Debentures having face
value of H 1,00,000 each amounting to H26,542.00 lakh and
redeemed 33,905 Unlisted Non-Convertible Debentures
amounting to H33,905.00 lakh.

The Company has issued and redeemed 500 Secured,
Unlisted, Unrated, Redeemable, Non-Convertible
Debentures having face value of H 10,00,000 amounting to H

5.000. 00 lakh on private placement basis.

The Company also redeemed 140 having face value of ?

1.00. 00.000 Unrated, Unlisted, Senior, Secured, Redeemable
Non-Convertible Debentures ("Debentures") amounting to
? 14,000.00 lakh. 25 Debentures amounting to ? 2,500.00
lakh were redeemed in the financial year 2024-25.

11. Credit Rating

During the year under review, the Company was not required
to obtain any credit rating in relation to its securities
or indebtedness.

12. Debenture Trustees

Beacon Trusteeship Limited acts as the Debenture Trustee
for all Non-Convertible Debentures issued by the Company
which were outstanding as on March 31,2026.

13. Management Discussion and Analysis

The Management Discussion and Analysis forms an
integral part of this Report and gives details on the overall

industry structure, economic developments, performance
and state of affairs of the Company's various businesses,
internal controls and their adequacy, risk management
systems and other material developments during the
Financial Year 2025-26. The Management Discussion and
Analysis is annexed as Annexure B to this Annual Report.

14. Business Responsibility and Sustainability
Report

The Group is committed to implementing sustainable
practices, and preserving natural resources. On a social
front, the group is promoting diversity and inclusion,
respecting human rights, and engaging with local
communities. As part of its Governance approach, the
group ensures transparency, accountability, and ethical
behaviour throughout the organization.

In accordance with the Listing Regulations, Business
Responsibility and Sustainability Reporting was not
applicable to the Company during the Financial Year 2025¬
26, as the Company did not fall within the top 1,000 listed
entities by market capitalization during the relevant period.

15. Material Changes and Commitments

There were no material changes and commitments
affecting the financial position of your Company between
the end of the Financial Year and date of this Report.

16. Corporate Governance Report

The Company is committed to disclose timely and accurate
information regarding financial, business performance and
governance of the Company.

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a
certificate from the Auditors on its compliance forms an
integral part of this Report. The Corporate Governance
Report is annexed as Annexure C to this Annual Report.

17. Listing Fees

The Company's equity shares are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited
("NSE") and the Company has paid listing fees up to the
Financial Year 2026-27.

18. Number of Meetings of the Board and its
Committees

The details of the Meetings of the Board of Directors and
its Committees, convened during the Financial Year 2025¬
26 are given in the Corporate Governance Report (refer
Annexure C), which forms part of this Report.

19. Selection of New Directors and Board Membership
Criteria

The Nomination and Remuneration Committee works
with the Board of Directors to determine the appropriate
characteristics, skills and experience required by the Board
as a whole and its individual members with the objective
of having a Board with a diverse background and rich
experience in business. Characteristics expected from all
Directors include independence, integrity, high personal
and professional ethics, sound business judgment, ability
to participate constructively in deliberation and willingness
to exercise authority in a collective manner. The Policy
regarding the same is available on the website of the
Company www.centrum.co.in.

20. Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration
Policy ("Policy”) for Directors, Key Managerial Personnel,
Senior Management and other employees pursuant to the
provisions of the Act and the Listing Regulations, salient
features of the Policy forms part of Corporate Governance
Report, which forms part of this Report.

21. Familiarisation Programme for Independent
Directors

In terms of Listing Regulations, the Company is required to
familiarize its Independent Directors with their roles, rights
and responsibilities in the Company through interactions
and various programs.

The Independent Directors are also required to undertake
appropriate induction and regularly update and refresh their
skills, knowledge and familiarity with the Company in terms
of Schedule IV of the Act.

The details on the Company's Familiarization Programme
for Independent Directors is available on the Company's
website www.centrum.co.in

22. Board Evaluation

Pursuant to the provisions of the Act, read with the Rules
issued thereunder and the Listing Regulations, the process
for evaluation of the annual performance of the Directors/
Board/Committees was carried out.

The criteria applied in the evaluation process is detailed
in the Corporate Governance Report (refer Annexure C),
which forms part of this Report. In a separate Meeting of
Independent Directors, evaluation of the performance of
Non- Independent Directors, performance of the Board as
a whole and performance of the Chairman was undertaken
after taking into account the views of the Executive and
Non-Executive Directors.

23. Declaration by Independent Directors

The Company has received declarations from all
Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the
Act, read with the Schedules and Rules issued thereunder
as well as Regulation 16(1)(b) of the Listing Regulations.

24. Independent Directors' Meeting

A meeting of Independent Directors was held on February
13, 2026, as per Schedule IV of the Act read with Regulation
25(3) of the Listing Regulations.

25. Changes in Directors and Key Managerial
Personnel

Board of Directors

• Mr. Rajeev Uberoi (DIN: 01731829) was appointed as
an additional director in the capacity of Non-Executive
Independent Director of the Company w.e.f. June 1,
2025. Subsequently, the Members of the Company at
the Annual General Meeting held on August 08, 2025
approved his appointment as Independent Director of
the Company for a period of five consecutive years
from June 01,2025 to May 31, 2030.

• Mr. Basant Seth (DIN: 02798529) was appointed as
an additional director in the capacity of Non-Executive
Independent Director of the Company w.e.f. June 1,
2025. Subsequently, the Members of the Company at
the Annual General Meeting held on August 08, 2025
approved his appointment as Independent Director of
the Company for a period of five consecutive years
from June 01,2025 to May 31, 2030.

• The term of Mr. Subhash Kutte (DIN: 00233322) as an
Independent Director concluded on July 05, 2025. The
Board of Directors at their Meeting held on May 16,
2025 appointed Mr. Subhash Kutte as a Non-Executive
Director with effect from July 06, 2025. Subsequently,
the Members of the Company at the Annual General
Meeting held on August 08, 2025 approved his
appointment as a Non-Executive Director of the
Company, liable to retire by rotation.

• Mr. R. A. Sankara Narayanan (DIN: 05230407) was re¬
appointed as an Independent Director for a period of
five consecutive years with effect from April 3, 2026 to
April 2, 2031 (both days inclusive).

As per the provisions of the Act and Articles of Association
of the Company, Mr. Rishad Byramjee (DIN: 00164123)
Non-Executive Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting and
being eligible, seeks re-appointment. The Board has

recommends his re-appointment as Non-executive Director
of the Company.

Information pursuant to Regulation 36(3) of the Listing
Regulations with respect to the Directors seeking
Appointment/Re-appointment is appended to the Notice
convening the ensuing Annual General Meeting.

Key Managerial Personnel

As on March 31, 2026, Mr. Jaspal Singh Bindra was the
Executive Chairman of the Company. Mr. Shailendra
Apte was the Chief Financial Officer of the Company.
Mr. Balakrishna Kumar was the Company Secretary and
Compliance Officer of the Company.

26. Disclosure under Section 197(14) of the Act

The Executive Chairman of the Company has received
commission of H 10,00,000/- from Unity Small Finance
Bank Limited ("Bank”), a subsidiary of the Company.
Further, he received a sum of H 11,60,000/- from the Bank
as sitting fees for attending the Board and Committee
Meetings of the Bank.

27. Investor Education and Protection Fund (IEPF)

Details of transfer of unclaimed dividends and eligible
shares to IEPF have been placed in the Corporate
Governance Report, which forms part of the Annual Report.

28. Directors' Responsibility Statement

Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) for the time being in
force), the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the
Financial Year ended March 31, 2026, the applicable
IND AS and Schedule III of the Act (including any
statutory modification(s) or re-enactment(s) for the
time being in force), have been followed and there are
no material departures from the same;

(b) the Directors have selected such accounting policies,
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the profit and
loss of the Company for the Financial Year ended
March 31,2026;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act (including
any statutory modification(s) or re-enactment(s) for
the time being in force) for safeguarding the assets of

the Company and for preventing and detecting fraud
and other irregularities;

(d) the annual accounts have been prepared on a 'going
concern' basis;

(e) proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

(f) devised proper systems to ensure compliance
with the provisions of all applicable laws were in
place and that such systems were adequate and
operating effectively.

29. Audit Committee

The primary objective of the Audit Committee is to monitor
and provide effective supervision of the Management's
financial reporting process and ensure accurate and timely
disclosures with the highest levels of transparency and
integrity and quality of financial reporting.

The Committee met 5 (Five) times during the period under
review. The details are given in the Corporate Governance
Report that forms part of this Report.

As on March 31, 2026, the composition of the Audit
Committee was as follows:

The recommendations of Audit Committee given from time
to time were considered and accepted by the Board.

30. Contracts/Arrangement with Related Party

In line with the requirements of the Act, the Company has
formulated a policy on Related Party Transactions, which
describes the transactions requiring requisite approvals
and requirements of appropriate reporting and disclosure of
transactions between the Company and its related parties.
The said policy has also been uploaded on the Company's
website www.centrum.co.in

All Related Party Transactions that are entered into by the
Company are placed before the Audit Committee for review
and approval, as per requirements of Section 177 read with

Section 188 of the Act and Regulation 23 of the Listing
Regulations. In accordance with Section 188 of the Act, all
material related party transactions, and transactions not
at arms' length are disclosed in Form AOC-2 provided in
Annexure D to this Report.

31. Internal Financial Control and Adequacy

The Company has put in place adequate policies and
procedures to ensure that the system of Internal Financial
Control is commensurate with the size and nature of the
Company's business.

These systems provide a reasonable assurance in
respect of providing financial and operational information,
complying with applicable statutes, safeguarding assets of
the Company, prevention and detection of fraud, accuracy
and completeness of accounting records and ensuring
compliance with Company's policies.

32. Risk Management Policy

The Company has a Risk Management Policy in place,
which identifies all material risks faced by the Company.

Due to volatility in the financial markets, the Company
is exposed to various risks and uncertainties in the
normal course of business. Since volatility can impact
operations and financials, the focus on risk management
continues to be high.

Centrum's risk management strategy has product neutrality,
speed of execution, reliability of access and delivery of
service at its core. Multiple services and diverse revenue
streams, enable the Company to ensure continuity in offering
customized solutions to suit client needs at all times.

33. Conservation of Energy, Technology Absorption
and R & D Efforts and Foreign Exchange Earnings
and Outgo

A. Conservation of Energy

The Company's operations call for nominal energy
consumption cost and there were no major areas
where conservation measures could be applied.
However, the Company is making continuous efforts
to conserve energy and optimize energy consumption
practicable by economizing the use of power.

B. Technology Absorption and R & D Efforts

The Company utilizes technology that not only
adheres to Industry Standards but also seeks to
provide a competitive advantage over competition.
Accordingly, efforts are made to maintain and
develop the quality of products / services to meet the
expectations of the market.

C. Foreign Exchange Earnings and Outgo

The foreign exchange earnings were Nil and the foreign
exchange outgo was H 68.91 Lakhs as compared to
H 24.00 Lakhs and H 57.90 Lakhs, respectively, in the
previous Financial Year.

34. Auditors and Auditors Report

M/s. Sharp & Tannan, Chartered Accountants (Firm
Registration No. 109982W), the Statutory Auditors of the
Company, shall hold office till the conclusion of 48^th Annual
General Meeting ("AGM”) to be held for the Financial Year
2025-26. Pursuant to the provisions of Sections 139, 142
and other applicable provisions of the Act (including any
statutory modification or re-enactment thereof for the time
being in force) and the Companies (Audit and Auditors)
Rules, 2014, as amended from time to time, M/s. Sharp
& Tannan are proposed to be re-appointed as Statutory
Auditors of the Company for a second term of five years
to hold office from the conclusion of the 48^th AGM till the
conclusion of the 53^rd AGM to be held for the Financial Year
2030-31, subject to approval of Members in the ensuing
AGM. The necessary resolutions for re-appointment of
M/s. Sharp & Tannan form part of the Notice convening the
ensuing AGM scheduled to be held on August 12, 2026.

The observations made by the Statutory Auditors on the
Financial Statements of the Company, in their Report
for the Financial Year ended March 31, 2026, read with
the Explanatory Notes therein, are self-explanatory
and, therefore, do not call for any further explanation or
comments from the Board under Section 134(3)(f) of the
Act. There are no qualifications, reservations or adverse
remarks made by M/s. Sharp & Tannan, Statutory Auditors,
in their report for the Financial Year ended March 31,2026.

Pursuant to provisions of Section 143(12) of the Act, the
Statutory Auditors have not reported any incident of fraud
during the year under review.

35. Subsidiaries, Joint Ventures and Associates

A separate statement containing salient features of the
Financial Statements of all Subsidiaries and Associates
of the Company forms part of the Consolidated Financial
Statements in compliance with Section 129 and other
applicable provisions, if any, of the Act.

There has been no material change in the nature of the
business of the Subsidiaries and Associates.

Further, pursuant to the provisions of Section 136 of the Act,
the Financial Statements of the Company, Consolidated
Financial Statements along with relevant documents
and separate Audited Financial Statements in respect of

Subsidiaries and Associates, are available on the website of
the Company www.centrum.co.in

The Company does not have any Joint Ventures.

A. Transaction in relation to Subsidiaries

i. The Company has not infused any additional
capital in the subsidiary or associates.

ii. Sale of Securities:

As on March 31, 2026, the Company had 11
Subsidiaries and 1 Associate.

During the Financial Year 2025-26, the Company and
Centrum Retail Services Limited ("CRSL”), a wholly-
owned subsidiary of the Company executed Share
Purchase Agreement(s) whereby the Company and
CRSL transferred 51.01% and 48.99% equity stake
(respectively) in Centrum Broking Limited ("CBL”), to
Centrum Financial Services Limited, a subsidiary in
which the Company holds 99.9976% of the Equity Share
Capital on June 24, 2025. Pursuant to the transfer, CBL
ceased to be a wholly-owned subsidiary of the Company.

During the year ended March 31, 2026, the Company
has sold its entire stake of 56.38% (i.e. 15,04,79,986
equity shares) held in Centrum Housing Finance
Limited (CHFL) equity shares to Weaver Services
Private Limited for a total consideration of ? 42,977.08
lakhs, out of which ? 5,000.00 lakhs has been retained
by the buyer as Deferred consideration and is
receivable after 12 months.

The Company retired from its partnership in its
subsidiary, Centrum Alternatives LLP ("CAL LLP”),
for a consideration of H 7.50 lakh pursuant to which
its partnership interest (99.998%) in CAL LLP
extinguished on March 31, 2026.

Further, a Report on the financial performance of each
subsidiary and associate and salient features of the
Financial Statements are provided in the prescribed
form AOC-1 (Annexure A), annexed to this Report.

B. Material Subsidiaries

During the Financial Year 2025-26, the Company had
the following Material Subsidiaries, as determined
in accordance with the thresholds prescribed
under Regulation 16(1)(c) and Regulation 24 of the
Listing Regulations:

1) Unity Small Finance Bank Limited

2) Centrum Retail Services Limited

3) Centrum Financial Services Limited

4) Centrum Wealth Limited

5) Centrum Broking Limited

6) Centrum Insurance Brokers Limited

7) Centrum Investment Advisors Limited

8) Centrum Finverse Limited

During the Financial Year under review, Centrum
Housing Finance Limited ceased to be a material
subsidiary of the Company pursuant to divestment
of the Company's stake therein with effect from
March 18, 2026.

The Board of Directors has approved a Policy for
determining Material Subsidiaries, which is in line
with the Listing Regulations as amended from time to
time. The Policy has been uploaded on the Company's
website www.centrum.co.in

36. Secretarial Auditors

The Members of the Company at the 47^th Annual General
Meeting held on August 8, 2025, appointed Mr. Umesh P
Maskeri, Company Secretary in practice, as Secretarial
Auditor of the Company for a period of five (5) years,
commencing April 01, 2025, until March 31, 2030, to
conduct Secretarial Audit of the Company and to furnish
the Secretarial Audit Report. Pursuant to the provisions of
Section 204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Report of the Secretarial Auditor is provided as

Annexure E to this Report. There are no qualifications,

reservations or adverse remarks made by the Secretarial
Auditor in his report.

The Secretarial Auditor have confirmed that they have
subjected themselves to the peer review process of
Institute of Company Secretaries of India (ICSI”) and hold
valid certificate issued by the Peer Review Board of the ICSI.

The Company has obtained an Annual Secretarial
Compliance Report from Mr. Umesh P Maskeri, Company
Secretary in practice and shall submit the same to the Stock
Exchanges within the prescribed timelines.

In accordance with Regulation 24A of the Listing Regulations,
all material unlisted subsidiaries of the Company have
undertaken Secretarial Audit for the Financial Year 2025¬
26, conducted by a Practicing Company Secretary.

The Secretarial Audit Reports of the Unlisted Material
Subsidiaries viz., Unity Small Finance Bank Limited, Centrum
Financial Services Limited, Centrum Retail Services
Limited, Centrum Wealth Limited, Centrum Broking Limited,
Centrum Investment Advisors Limited, Centrum Insurance
Brokers Limited and Centrum Finverse Limited are annexed
to this Report as Annexure F.

37. Utilization of proceeds of Preferential Allotment or Qualified Institutions Placement as specified under
Regulation 32 (7A) of the Listing Regulations, during the year

Pursuant to Regulation 162A of the SEBI ICDR Regulations, the Company appointed Brickwork Ratings India Private Limited as
the Monitoring Agency in respect of the preferential issues undertaken during the Financial Year 2025-26.

The details of utilisation thereof, as on March 31, 2026, are as mentioned below.

The members are requested to note that, the Company as per its business requirements from time to time raises funds through
issuance of privately placed, unlisted, non-convertible debentures under Section 42 of the Act. The Company has not utilized these
funds for the purposes other than those stated in the Offer Letter.

38. Particulars of Employees and Remuneration

The information required pursuant to Section 197
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in
respect of the employees of the Company is annexed
herewith as Annexure G.

The details of employees' remuneration under Rule 5(2) &
5(3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is provided in separate
Annexure to this Report. In terms of the second proviso to
Section 136(1) of the Act and the rules made thereunder,
the Board's Report is being sent to the members without the
aforesaid Annexure. Members interested in obtaining copy
of the same may send an email to the Company Secretary
and Compliance Officer atsecretarial@centrum.co.in

None of the employees listed in the said Annexure are
related to any Director of the Company.

39. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments under the
provisions of Section 134(3)(g) and 186(4) of the Act, read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31,2026, are set out in the Notes
to the Standalone Financial Statements forming part
of this Report.

40. Disclosure as per Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company is committed to provide a healthy environment
to all its employees and has zero tolerance for sexual
harassment at workplace. The Company has a policy on
'Protection of Women's Rights at Workplace' as per the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules
thereunder ("POSH Act & Rules”). In order to prohibit, prevent
and redress complaints of sexual harassment, the Company

has constituted an Internal Complaints Committee in line
with the provision of Section 4(1) of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees of the Company undergo
a comprehensive e-learning module on the prevention of
sexual harassment and the complaint redressal mechanism,
followed by an assessment quiz.

The following is the status of complaints received and
resolved during the financial year:

Number of complaints received: Nil

Number of complaints disposed of: Nil

Number of complaints pending beyond 90 days: Nil

41. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are
in place to uphold the spirit and letter of the legislation.

During the year under review, the Company introduced
a Wellness Leave policy, providing one day of paid leave
per month to eligible female employees, reaffirming its
commitment to fostering an inclusive, supportive and
employee-centric workplace.

42. Details as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021

Statement pursuant to Regulation 14 read with Part F of
Schedule I of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the
Act, read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 is available on the company's
website www.centrum.co.in.

There were no instances of non-exercising of voting rights
in respect to shares purchased directly by the employees
under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debenture)
Rules, 2014 and hence no information has been furnished.

43. Corporate Social Responsibility (CSR)

The Company had no CSR obligation during the
year under review.

44. Annual Return

The Annual Return of the Company as on March 31, 2026,
in Form MGT-7 in accordance with Section 92(3) of the Act
read with the Companies (Management and Administration)
Rules, 2014, shall be available on the website of the
Company at www.centrum.co.in

45. Public Deposits

During the year under review, the Company has not accepted
any deposits within the meaning of Sections 73 and 74 of
the Act, read with the Companies (Acceptance of Deposits)
Rules, 2014, (including any statutory modification(s) or
re-enactment(s) for the time being in force). The requisite
return for the Financial Year 2024-25 with respect to
amount(s) not considered as deposits has been filed. The
Company does not have any unclaimed deposits as of date.

46. Significant and Material orders passed by the
Regulators

There are no significant material orders passed by
the Regulators or Courts or Tribunals that impact the
Company's going concern status and its future operations.

47. Disclosure on compliance with Secretarial
Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2).

48. Whistle Blower Policy

The Company has a Whistle Blower Policy to report
genuine concerns or grievances and to provide adequate
safeguards against victimization of persons who may use
the mechanism. The Whistle Blower Policy encourages
the employees and other parties to report unethical
behaviors, malpractices, wrongful conduct, fraud, violation
of the Company's policies & values, violation of law by any
employee of the Company without any fear of retaliation.
The mechanism provides for adequate safeguards against
victimization of employees to avail of the mechanism
and also provides for direct access to the Chairperson of
the Audit Committee in exceptional cases. There were no
Whistle Blower Complaints received during the Financial
Year 2025-26. The Whistle Blower Policy has been posted
on Company's website i.e. www.centrum.co.in.

49. Reporting of Frauds

During the Financial Year under review, neither the Statutory
Auditors nor the Secretarial Auditors have reported any
instances of fraud against the Company by its officers or
employees as laid down under Section 143(12) of the Act
and Rules framed thereunder.

50. Investor Relations

The Company has an effective Investor Relations
Program which provides for continuous interaction with
the investment community through various channels viz.
Individual meetings, one-on-one interactions.

The Company ensures that critical information is made
available to all its investors by uploading such information on
the Company's website under the Investor Relations section.
The Company also intimates stock exchanges regarding
upcoming events like declaration of quarterly & annual
earnings with Financial Statements and other such matters
having bearing on the share price of the Company.

51. General

The Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. There was no revision in Financial Statements.

3. Company has not issued any sweat equity shares.

4. Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the business
activities carried out by the Company.

5. There were no instances of one-time settlement with
any bank or financial institutions.

6. There were no proceedings, either filed by the
Company or against the Company, pending under
Insolvency and Bankruptcy Code, 2016 before the
National Company Law Tribunal or any other court.

52. Human Resource and Employee Relationship

There is an ongoing emphasis on building a progressive
Human Resources culture within the organization.
Structured initiatives that foster motivation, teamwork and
result orientation continue to be addressed.

The Management Discussion and Analysis Report provides key
updates on the initiatives undertaken by the Company during
the year under review to reaffirm its commitment to fostering
an inclusive, supportive, and employee-centric workplace.

53. Disclosures with respect to demat suspense
account/ unclaimed suspense account

The Company did not have any shares lying in the demat
suspense account or in the unclaimed suspense account
as at the beginning or end of the financial year 2025-26.

54. Web link

All the Policies including the following framed by the
Company as per the Act and Listing Regulations are
uploaded on the Company's website at www.centrum.co.in.
-Nomination and Remuneration Policy
-Remuneration criteria for Non-Executive Directors
-Related Party Transaction Policy
-Familiarisation Programme for Independent Directors
-Policy on determining Material Subsidiaries

55. Cautionary Statement

Statements in the Directors' Report and the Management
Discussion & Analysis describing the Company's objectives,
expectations or forecasts may be forward-looking within
the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed.
Important factors that could influence the Company's
operations include global and domestic demand and supply
conditions, changes in government regulations, tax laws,
economic developments within the country and such other
factors that may affect the markets/industry in which the
company operates.

56. Acknowledgement:

The Directors wish to convey their gratitude and place
on record their appreciation for employees across levels
for their hard work, solidarity, cooperation and dedication
during the year.

The Directors sincerely convey their appreciation to
customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their
continued support.

For and on Behalf of the Board of Directors of
Centrum Capital Limited

Jaspal Singh Bindra

Place: Mumbai Executive Chairman

Date: May 21, 2026 DIN: 00128320