Dear Members,
Your Directors have pleasure in presenting the 48th 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:
| Particulars | Standalone | Consolidated | ||
| 2025-2026 | 2024-2025 | 2025-2026 | 2024-2025 | |
| Net revenue from operations | 4,099.38 | 4,882.30 | 3,24,053.67 | 2,94,845.09 |
| Net Gain/(loss) on Fair value change | (169.25) | 543.42 | 7,342.94 | 9,041.15 |
| Add: Other operating income | 400.00 | 400.00 | 44,900.20 | 45,453.77 |
| Total revenue from operations | 4,330.13 | 5,825.72 | 3,76,296.81 | 3,49,340.01 |
| Other Income | 6,852.53 | 4,960.02 | 36,366.88 | 16,792.43 |
| Total Income | 11,182.66 | 10,785.74 | 4,12,663.69 | 3,66,132.44 |
| Total expenditure before finance cost, depreciation & exceptional items and taxes and impairment of financial assets | 5,667.79 | 6,039.98 | 1,81,682.11 | 1,57,943.71 |
| Profit (Loss) before finance cost, depreciation, exceptional items and taxes and impairment of financial assets | 5,514.87 | 4,745.76 | 2,30,981.58 | 2,08,188.73 |
| Impairment of Financial Assets | - | - | 84,932.21 | 59,553.98 |
| Profit (Loss) before finance cost, depreciation, exceptional items and taxes | 5,514.87 | 4,745.76 | 1,46,049.37 | 1,48,634.75 |
| Less: Finance costs | 11,847.62 | 11,201.13 | 1,76,684.86 | 1,56,360.11 |
| Profit/(Loss) before depreciation, exceptional items and taxes | (6,332.75) | (6,455.37) | (30,635.49) | (7,725.36) |
| Less: Depreciation | 246.11 | 235.42 | 14,780.90 | 11,122.47 |
| Profit before exceptional items and taxes | (6,578.86) | (6,690.79) | (45,416.39) | (18,847.83) |
| Add/Less Exceptional Items | 20,620.82 | - | 20,104.07 | - |
| Profit /(Loss) before taxes | 14,041.96 | (6,690.79) | (25,312.32) | (18,847.83) |
| Less: Provision for current taxation | 558.00 | 16.00 | 2,282.99 | 1,123.93 |
| Less: Provision for Income Tax for earlier Years | 1,438.58 | - | 1,417.34 | (109.92) |
| Less: Provision for deferred taxation and MAT | 1,991.28 | 165.61 | (878.00) | (5,003.56) |
| Profit/ (Loss) after taxes available for appropriation. | 10,054.10 | (6,872.40) | (28,134.65) | (14,858.28) |
| Total Other Comprehensive Income /(Loss) | 14.13 | (16.48) | 150.56 | 13.22 |
| Add: Share in Profit/(Loss) of Associates | - | - | - | - |
| Less: Minority Interest | - | - | (14,239.18) | 3,936.53 |
| Balance to be carried forward | 10,068.23 | ^(6,888.88) | (13,744.91) | (18,781.59) |
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 Companys 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 years 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 Companys 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 47th 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 arms length basis. The Securities and Exchange Board of India ("SEBI"), vide its letter dated March 20, 2026, approved the surrender of the Companys 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 Rs.
1.00. 00.000 Unrated, Unlisted, Senior, Secured, Redeemable Non-Convertible Debentures ("Debentures") amounting to Rs. 14,000.00 lakh. 25 Debentures amounting to Rs. 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 Companys 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 Companys 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 Companys Familiarization Programme for Independent Directors is available on the Companys 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 Managements 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:
| Sr. Name No. | Category | Designation in Committee |
| 1 Mr. R.A. Sankara Narayanan | Independent Director | Chairman |
| 2 Mr. Rajeev Uberoi | Independent Director | Member |
| 3 Mr. Rishad Byramjee | Non-Executive Director | Member |
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 Companys 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 Companys 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 Companys 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.
Centrums 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 Companys 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 48th 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 48th AGM till the conclusion of the 53rd 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 Rs. 42,977.08 lakhs, out of which Rs. 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 Companys 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 Companys website www.centrum.co.in
36. Secretarial Auditors
The Members of the Company at the 47th 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.
| Particulars of Issue | Securities issued and Allotted | Amount raised (J in Lakh) | Amount utilised (J in Lakh) | Deviation(s) or variation(s) in the use of proceeds of issue, if any |
| Allotment through Preferential Issue of Equity Share Warrants | The Company allotted 7,01,26,225 Warrants convertible into Equity Shares to JBCG Advisory Services Private Limited, a Promoter Group entity, at H28.52 per Warrant, aggregating to H199,99,99,937. Pursuant to the SEBI ICDR Regulations, the Company received 25% of the issue price amounting to H 49,99,99,984.25 on August 1,2025. During the year, 2,72,50,000 Warrants were converted into 2,72,50,000 Equity Shares of face value of H 1/- each upon receipt of the balance 75% consideration amounting to H 58,28,77,500 | 10,828.77 | 10,828.77 | There were no deviation(s) or variation(s) in the utilization of proceeds and the funds were fully utilized as per the Objects. |
| Allotment through Preferential Issue of Equity Shares | Allotment of 4,35,46,454 Equity Shares of face value of H 1/- each at a premium of H33.38 per Equity Share, i.e. at an issue price of H34.38 per Equity Share (Rupees Thirty-Four and Paise Thirty-Eight Only) to 48 marquee investors under the non-promoter category aggregating H 1,49,71,27,088.52 on August 28, 2025. | 14,971.27 | 14,971.27 |
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 Boards 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 at secretarial@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 Womens 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 companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 |
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