Your Directors take pleasure in presenting the Company's Forty-fourth Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the Financial Year ended 31st March, 2025 and Auditors' Report thereon. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Company's financial performance for the year ended 31st March, 2025 is summarised below:

H in Crore

During the financial year 2024-25, your Company registered a revenue of H4,067.91 crore vs H3,758.57 crore in the previous year, up 8.23% YoY.

Profit before Tax stood at H397.09 crore as against H426.87 crore in the previous year - a decrease of 6.98%.

Profit after Tax is H284.56 crore as against H314.74 crore in the previous year showing a decrease of 9.59%.

EBITDA Margin reduced from 14.19% in the previous year to 12.82% this year.

Centuryply recorded consolidated revenue of H4,527.80 crore as against H3,885.95 crore in the previous year, up 16.52% YoY.

Profit before Tax stood at H277.28 crore as against H439.16 crore in the previous year - a decrease of 36.86%.

Profit after Tax is H186.08 crore as against H325.33 crore in the previous year - showing a decrease of 42.80%.

EBITDA Margin reduced from 14.53% in the previous year to 10.58% this year.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

Your Company has a consistent record of dividend payments. For the financial year ended 31st March, 2025, the Directors recommend a Final Dividend of Re. 1/- (100%) per equity share of face value Re. 1/-, subject to approval of the shareholder at the ensuing Annual General Meeting (AGM). With this, the Company aims to balance rewarding Members and retaining funds for long-term growth.

The final dividend will be paid within the statutory period after deducting tax at source, wherever applicable. In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company follows a Dividend Distribution Policy, available at: https://www. centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

The Reserves and Surplus of your Company has increased to H2,415.45 crore in the year 2024-25 as compared to H2,158.18 crore in the year 2023-24. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2024-25.

During the year under review, there were no changes in the share capital of the Company. As on 31st March, 2025, the Company's paid-up Equity Share Capital was H22,25,27,240/- comprising of 22,21,72,990 Equity Shares of Face Value of Re. 1/- each and H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. During the Financial Year 2024-25, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

India has sustained its position as one of the world's fastest-growing major economies, supported by structural reforms, demographic advantage, digital advancements, and resilient domestic demand. Despite a moderation in GDP growth to 6.5% in FY 2024–25 due to global headwinds and internal challenges such as inflation and trade imbalances, the country demonstrated stability through robust GST collections, strong manufacturing and service sectors, and government-led initiatives like ‘Digital India' and ease-of-doing-business measures.

The Reserve Bank of India responded proactively to address inflationary pressures and slowing growth by easing policy rates and reducing reserve requirements to stimulate liquidity and support consumption. Inflation subsequently moderated, while the economy benefited from higher infrastructure spending, strong export growth, and rising foreign investment, which together strengthened the country's external position and boosted foreign exchange reserves.

India's growth outlook remains resilient due to its consumption-driven economy, supportive policy frameworks like PLI schemes and Smart Manufacturing programs, and a push towards self-reliance under "Viksit Bharat 2047." Enhanced logistics, deregulation, and a growing middle class continue to support domestic investment and foreign interest. Amid global economic uncertainties, India's relatively insulated demand structure and strategic reforms position it well for sustained long-term growth.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the Financial Year 2024-25 and the date of this Board's Report. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

The Company had embarked upon enhancement of its present particle board capacities of 75000 CBM per annum with a proposed addition of 240000 CBM per year through a green field project at Tiruvallur in Tamil Nadu. Commercial production successfully started on 27th June, 2025. This enhanced capacity will enable the Company to meet rising demand more effectively, diversify its product offerings, and solidify its competitive position in the fast-growing particle board market. The Company has also initiated steps for setting up a plywood manufacturing unit at Hoshiarpur in Punjab with a proposed capacity addition of 60000 CBM per year and CAPEX of H144 crore. This project is aimed at catering to the growing demands of North India as well as to leverage on Agro Forestry in Punjab. Commercial production is expected to start by August 2026.

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2025.

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in existing companies. As on 31st March, 2025, your Company had following 13 subsidiaries and 3 step-down subsidiaries:

Auro Sundram Ply and Door Pvt. Ltd.

Century MDF Ltd.

Ara Suppliers Pvt. Ltd.

Arham Sales Pvt. Ltd.

Adonis Vyaper Pvt. Ltd.

Apnapan Viniyog Pvt. Ltd.

Century Infotech Ltd.

Century Panels Ltd.

Century Infra Ltd.

Century Ports Ltd.

Centuryply Furniture Fittings Ltd.

Pacific Plywoods Pvt. Ltd.

Century Gabon SUARL

Asis Plywood Ltd.

Century Adhesives & Chemicals Ltd.

Century Panels B.V.

Your Company did not have any associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended from time to time. During the year and till date the following changes have taken place with respect to subsidiary Companies:

The Company completed the disposal and transfer of its entire stake in Century Ply (Singapore) Pte. Ltd. (CSPL) on 23rd April, 2024. Consequently, CSPL remained a subsidiary of the Company till 22nd April, 2024. Further, Century Ply Laos Co. Ltd. and Century Huesoulin Plywood Lao Co., Ltd., being subsidiaries of CSPL, also remained step-down subsidiaries of the Company till 22nd April, 2024.

Century Panels Ltd., wholly owned subsidiary of the Company, incorporated a wholly owned Subsidiary by the name ‘Century Panels B.V.' in Netherlands on 22nd October, 2024 for the purpose of importing, exporting, trading, and distributing plywood, laminate, MDF and other related products. Consequently, Century Panels B.V., being a subsidiary of Century Panels Ltd., also became a step-down subsidiary of the Company.

The Company incorporated Centuryply Furniture Fittings Ltd. in Kolkata on 18th February, 2025 as its wholly owned Subsidiary for the purpose of manufacturing fitting and fixtures for furniture.

During the year, Century MDF Ltd. entered into a new line of business involving leasing of land and buildings, including guest houses. Apart from this, there has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries.

Auro Sundram Ply & Door Pvt. Ltd. continues to manufacture plywood and allied products from eco-friendly agro-forestry timber and operates a plywood unit at Roorkee in Uttarakhand. The Company's wholly owned subsidiary, Century Panels Ltd., has performed reasonably well during the year, demonstrating remarkable growth in its laminate and MDF manufacturing business at its facility in Gopavaram, Kadapa District, Andhra Pradesh. It is producing a wide range of solution-based products, primarily to cater to the international markets. To have better competitive advantage, this plant has obtained several process and product certifications including IMS Certification (ISO 9001, 14001, 45001), FSC Certifications, SIRIM QAS international, Malaysia - CGS Grade as per BS EN 438-4:2016, TUV SUD, Singapore - CGS Grade as per BS EN 438-4:2016, Greenguard (US) and BIS 2046.

Century Adhesives & Chemicals Ltd. has initiated the process for setting up a resin and formalin manufacturing facility at Multi product SEZ, Industrial Park Naidupetta, Andhra Pradesh. Necessary clearances have been obtained and erection work in underway. The plant is expected to be operational within the second quarter of FY 2025-26.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be developed. Century Infotech Ltd. is primarily engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services. Its e-commerce operations are however currently suspended. Pacific Plywoods Pvt. Ltd. is in the process of setting up a resin manufacturing unit at Bishnupur in West Bengal with a capacity of 18000 TPA at an approximate CAPEX of H5 crore. This plant will serve as a back-ward integration for the Company's manufacturing facilities.

Century Ports Ltd. is actively moving ahead with its project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata. The same is expected to be completed and operational within the second quarter of FY 2025-26. Once fully operational, these berths under KPD -I (West), will create additional port capacity in eastern India by installing mechanised systems to handle containers as well as clean bulk cargo. As of day, majority of the equipment have arrived for the project and installations are underway. Century Ports Ltd. is also exploring possibilities of further deepening its presence in this segment.

Century Infra Ltd. had acquired land adjacent to its Sonai CFS with attached railway track to add railway as the new mode of logistics, thereby enhancing its Cargo handling capacity and stepping towards Multi Modal Logistic Operation (Surface, Rail & Water). State of art infrastructure have been developed in the said facility and the same has been converted to a first private railway freight terminal at Syama Prasad Mookerjee Port. The facility has already won a very prestigious cargo handling contract from a public sector company for their cargo handling for a period of 5 years.

Century Gabon SUARL enjoys the advantage of availability of abundant Okoume timber required for production of face veneer. It is presently operating at a capacity of peeling 200 CBM of timber per day, serving as a vital backward integration for securing availability of raw material for Century Ply. Centuryply Furniture Fittings Ltd. and Century Panels B.V. being recently incorporated, are in their nascent stage and has not commenced commercial activities. Asis Plywood Ltd. is also currently not operational.

In accordance with Regulation 16(1)(c) of Listing Regulations, your Company has adopted a policy for determining material subsidiaries. The Policy is intended to identify the material subsidiaries of the Company and to provide an appropriate governance framework for monitoring and managing such subsidiaries. The Policy was amended on 7th February, 2025 and can be accessed on the website of the Company under the web link: https://www.centuryply.com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf.

During the year under review, your Company did not have any material subsidiary whose turnover or net worth exceeded 10% of the consolidated annual turnover or consolidated net worth respectively, of the Company and its subsidiaries in the previous financial year.

During the year under review, the affairs of the subsidiaries were reviewed by the Board, inter alia, by the following means:

Financial statements of the subsidiary companies are reviewed by the Company's Audit Committee.

Major investments made by the subsidiaries are reviewed quarterly by the Company's Audit Committee.

Minutes of Board meetings of subsidiary companies are placed before the Company's Board regularly.

Significant transactions and arrangements entered into by subsidiary companies are placed before the Company's Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form No. AOC-1, containing the salient features of financial statements of the Company's subsidiaries is appended as Annexure ‘1' to this Report.

The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note no. 47 of the Consolidated Financial Statement.

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the Listing Regulations and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015 and other applicable provisions and Regulation 34(2) of Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries for FY 2024-25 along with Auditor's Report thereon forms part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Boards.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Annual Report of the Company, containing therein its standalone and consolidated financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries, are available on the website of the Company, www.centuryply.com under the ‘Investors' section.

The Financial Statements along with audit reports thereto in respect of the Company's subsidiaries are available for inspection by the Members at the Registered Office of the Company and that of the respective subsidiaries during working days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company's registered office.

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31st March, 2025, are set out in Annexure ‘2' hereto and forms a part of this Report. The particulars of loans and investments have also been disclosed in notes to the Financial Statements.

Your Company has drawn up a Policy on materiality of and dealing with Related Party Transactions (‘RPT Policy'), in line with the provision of the Companies Act, 2013 and Listing Regulations. On 7th February, 2025, the policy was amended to make it conform to the amendments brought in by SEBI LODR (Third Amendment) Regulations, 2024. The amended Policy may be accessed on the Company's website at: https://www. centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.pdf.

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2024-25, were on an arm's length basis and not ‘material'. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its stakeholders. These transactions were, inter-alia, based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. During the year, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were planned/ repetitive in nature or unforeseen in nature, were approved through omnibus route. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. There are no materially significant transactions with related parties which may have a potential conflict with the interest of the Company at large.

During the year, your Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the RPT Policy, requiring shareholders' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Members may refer note no. 38 to the Financial Statements which sets out the Related Party Disclosures pursuant to IND AS and in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of related party transactions to the stock exchanges and the same can be accessed on the website of the Company, www.centuryply.com.

During the Financial Year 2024-25, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the amount received, if any, from the Directors of the Company are provided in the note nos. 17 and 38 of the Standalone Financial Statements of the Company.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting held on 25th September, 2024, had appointed M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E/ E300005 as the Statutory Auditors of the Company for a term of five years from the conclusion of 43rd AGM held in calendar year 2024 till the conclusion of the 48th AGM to be held in the calendar year 2029. The Statutory Auditors of the Company were present in the last AGM.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. S. R. Batliboi & Co. LLP have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. S. R. Batliboi & Co. LLP have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations. The Statutory Auditors' Report "with an unmodified opinion", given by M/s. S. R. Batliboi & Co. LLP, on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025, is appended in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

In accordance with the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has approved and recommended the appointment of M/s MKB & Associates, a peer-reviewed firm of Practising Company Secretaries (Firm Registration Number: P2010WB042700), as Secretarial Auditors of the Company for a term of five consecutive years. Their tenure will commence from the conclusion of the ensuing Annual General Meeting (AGM) and continue until the conclusion of the 49th AGM to be held in 2030, subject to approval by the Members at the ensuing AGM.

A brief profile and other relevant details of M/s MKB & Associates have been separately disclosed in the Notice of the AGM. The firm has provided its consent to act as Secretarial Auditors and confirmed that the proposed appointment, if approved, will be within the prescribed limits under applicable laws. They have further affirmed that they are not disqualified for such appointment under the provisions of the Companies Act, 2013, the applicable rules, and the Listing Regulations. The Secretarial Audit Report for the financial year 2024–25, in Form MR-3, is attached as Annexure ‘3' to this report. The report does not contain any qualification, reservation, adverse remark, or disclaimer.

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees during the year under review.

The Company's remuneration policy provides criteria for the selection, appointment and remuneration of Directors, which inter-alia, requires that the Directors shall be of high integrity with relevant expertise and experience to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment of a new Director.

In terms of Section 149(11) of the Companies Act, 2013, no Independent Director shall hold office for more than two consecutive terms. Sri J.P. Dua (DIN: 02374358) ceased to serve as an Independent Director on the Board of the Company with effect from 1st April, 2024, upon completion of his second consecutive term on 31st March, 2024. The Board, thereafter, appointed Sri Pramod Agrawal (DIN: 00279727) as an Additional Director in the Independent category, not liable to retire by rotation, for a term of five years effective from 1st April, 2024. His appointment was duly approved by the shareholders through Postal Ballot on 16th April, 2024.

During the year under review, the second term of Sri Vijay Chhibber (DIN: 00396838) as an Independent Director concluded on 31st January, 2025. The Board places on record its appreciation for his invaluable contribution and guidance throughout his tenure with the Company. Further, Prof. (Dr.) Arup Roy Choudhury (DIN: 00659908) was appointed as an Additional Director in the Independent category, not liable to retire by rotation, for a term of five years from 1st February, 2025 to 31st January, 2030. His appointment was subsequently confirmed by the shareholders through Postal Ballot on 25th March, 2025. The second term of Sri Sunil Mitra (DIN: 00113473) and Sri Debanjan Mandal (DIN: 00469622) got completed on 31st July, 2025. On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29th May, 2025, appointed Prof. (Dr.) Anuradha Lohia (DIN- 00599122) and Sri Kothandaraman Hari (DIN- 08901674) as Additional Directors in the Independent category, not liable to retire by rotation, both with effect from 29th May, 2025 for a term up to 28th May, 2030. Their appointments were approved by the Members through respective Special Resolutions passed by means of postal ballot/e-voting on 8th July, 2025.

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the independent directors have submitted declarations confirming that: i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there has been no change in the circumstances affecting their status as Independent Directors of the Company; ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

The Independent Directors have confirmed compliance with the Company's Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have a valid registration with the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs (IICA) and have also completed the online proficiency test conducted by the IICA, if not exempted.

All the Directors of your Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee / Independent Directors of the Company.

Your Company has a well-defined familiarization programme in line with the requirements of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013. A detailed overview of the Company's familiarisation program can be accessed through web-link: https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

The Company has implemented a comprehensive induction and familiarization program to support newly appointed Directors, particularly Independent Directors, in understanding its business operations, governance structure, statutory framework, and key policies. New Directors receive an induction kit containing essential documents such as the Memorandum and Articles of Association, organizational structure, internal policies, and information on Board committees and subsidiaries. The Chairman and Managing Director conduct personal briefings, while the Company Secretary outlines the Directors' legal and regulatory responsibilities. Directors also engage in regular interactions with senior management to stay informed on strategic and operational matters, with unrestricted access to Company information at all times.

To ensure continuous engagement and effectiveness, the Company provides Directors with timely updates through presentations, reports, and discussions on business performance, regulatory developments, and industry trends. Independent Directors are also encouraged to participate in external training programs to enhance their knowledge. Site visits to operational facilities are organized to offer firsthand insight into the Company's processes and functions, reinforcing their ability to contribute meaningfully to governance and strategic decision-making.

A visit to the container freight station being operated by the Company's subsidiary, was organised on 7th February, 2025 for all the Independent Directors to provide them an in-depth understanding of the service-oriented operations highlighting the Company's commitment to efficiency, safety, and sustainable practices in logistics and ware-housing management. They were briefed on key aspects such as cargo handling processes, logistics management, storage facilities, safety and security protocols, and compliance with environmental and regulatory requirements. The details of the familiarisation programme imparted to Independent Directors can be accessed on the website of the Company at https://www. centuryply.com/investor-information/familiarisation-program/Familiarization-Programme-Details_2024-25.pdf

In the opinion of the Board, the Independent Directors, including those appointed during the year, possess the requisite expertise and experience and are persons of high integrity and repute and that they are independent of the management. They demonstrate highest level of integrity while maintaining confidentiality and identifying, disclosing and managing conflict of interest.

There has not been any appointment/ retirement/ resignation of Non-independent Directors during the Financial Year ended 31st March, 2025.

In accordance with Section 152(6)(c) of the Companies Act, 2013, Sri Ajay Baldawa (DIN: 00472128) and Ms. Nikita Bansal (DIN: 03109710), being longest in office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered their candidature for re-appointment as Directors. In view of their considerable experience and contribution to the Company, the Board recommends their re-appointment. Their detailed profiles and particulars of experience, skill and attributes that qualify them for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, forms a part of the explanatory statement attached to the Notice of ensuing Annual General Meeting of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 7th August, 2025 reappointed Sri Sajjan Bhajanka (DIN: 00246043) as Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2026, notwithstanding that he has attained the age of 70 years. His reappointment is subject to approval of the shareholders at the ensuing Annual General Meeting. The Board also reappointed Shri

Keshav Bhajanka (DIN: 03109701) as Executive Director of the Company for a further period of five years with effect from 28th January, 2026, subject to approval of the shareholders.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31st March, 2025.

None of the Directors of the Company are related inter-se, except for Sri Keshav Bhajanka who is the son of Sri Sajjan Bhajanka, Chairman and Managing Director and Ms. Nikita Bansal, who is the daughter of Sri Sanjay Agarwal, CEO & Managing Director.

During the year, the Board met four times, i.e., on 24th May, 2024, 5th August, 2024, 13th November, 2024 and 7th February, 2025. The details of these Meetings are given in the Corporate Governance Report forming part of the Annual Report.

During the year under review, the Independent Directors met once on 24th January, 2025 without the presence of Non-Independent Directors and members of the Management inter alia to:

Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees;

Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

Assess the quality, content and timeliness of flow of information between the Company's management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure ‘4'. Your Directors state that none of the Executive Directors of the Company received any remuneration or commission from any of its Subsidiaries.

The statement of remuneration and particulars of employees prepared in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure ‘4' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2025 along with proper explanations relating to material departures, if any; (ii) selected such accounting policies and 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 the end of the Financial Year 31st March, 2025 and of the profit of the Company for that period; (iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) prepared the Annual Accounts of your Company for the Financial Year ended 31st March, 2025 on a ‘going concern' basis; (v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

The Management Discussion and Analysis report, capturing your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

Centuryply has come a long way in adopting some of the key principles of Corporate Governance like Frugality, Integrity, Excellence, Teamwork, Empowerment, Speed & Energy, Change friendly, Caring and Sharing. These elements are essential in realizing its vision of "Sarvada Sarvottam - The Best Always."

Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Apart from complying with the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31st March, 2025 along with a Certificate issued by M/s. MKB

& Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms part of this Annual Report.

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2025, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

The Company has established robust and efficient internal control systems tailored to the scale of its operations and the complexities of the market it serves.. These stringent and comprehensive controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

Your Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company's Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes.

The Audit Committee regularly reviews the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems. Regular review of the established internal controls system of the Company are undertaken by the Company's Management, Statutory and Internal Auditors and deficiencies in the design or operation of such control, if any, were discussed with the Auditors and the Audit Committee and suitable actions to rectify those deficiencies were recommended for implementation. No reportable material weakness or significant deficiencies in the design or operation of such controls was observed during the financial year 2024-25. Based on its evaluation, the Audit Committee was of the view that, as of 31st March, 2025, the Company's internal financial controls were adequate and operating effectively.

The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment. Further, the Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and their impact on financials are disclosed after due validation with the statutory auditors.

In our commitment to transparent and efficient corporate governance, we place paramount importance on robust internal controls and internal financial controls. Through regular assessments and audits, we gauge the adequacy of our internal controls, identifying areas for improvement and implementing corrective measures where necessary. We are committed to continually evaluating and strengthening our internal control environment to adapt to evolving risks and challenges.

M/s. S. R. Batliboi & Co. LLP, the Statutory Auditors of the Company have audited the Financial Statements of the Company and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143(3)(i) of the Companies Act, 2013) which is included as a part of this Annual Report.

The CEO and CFO certification provided in this Annual Report discusses the adequacy of our internal control systems and procedures. Further, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Based on the reviews of the internal processes, systems and the internal financial controls and with the concurrence of the Audit Committee, your Board was of the opinion that the Company's Internal Financial Controls were adequate and operating effectively as of 31st March, 2025.

In accordance with the Act and the Rules made thereunder, and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a ‘Board Evaluation Policy' for the annual evaluation of the performance of the Board, its committees, and individual Directors.

The Independent Directors at their separate Meeting held on 24th January, 2025, collectively reviewed the performance of the non-independent Directors, the Board as a whole and that of its Committees. At the said Meeting, they also reviewed the performance of the Chairman of the Company, after taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the

Company's management and the Board. The Nomination and Remuneration Committee, at its Meeting held on 24th January, 2025, carried out evaluation of performance of all Independent Directors.

The Board, at its meeting held on 7th February, 2025, discussed and took on record the performance evaluation carried out by the Independent Directors and by the Nomination and Remuneration Committee.Thereafter, the Board carried out an evaluation of its own performance and that of its Committees. The performance of each Director (including the Independent Directors) was also carried out by the entire Board without the presence and participation of the Director being evaluated. Parameters and process applied for carrying out the evaluation have been discussed in detail in the Corporate Governance Report.

As an outcome of the evaluation exercise, the performance of the Board, its Committees and Individual Directors, including that of Chairman and Independent Directors, was found to be satisfactory. It was noted that the Board as a whole has a composition that represents an appropriate balance of experience, skills, expertise, etc. and that the Board is provided with adequate competitive and industry information to keep the members up to date with industry landscape. The Board members functioned constructively individually as well as a team. The Board is well-supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. It was noted that the Committees of the Board are functioning smoothly in accordance with their respective charters, which clearly define their purpose, roles, and responsibilities. Each Director on the Board brings to the table deep functional experience, well proven strategic and critical thinking skills and sound financial acumen, thereby aggregating a competent Board of Directors. The Chairman had been instrumental in fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

The Board Committees play an essential role in strengthening Corporate Governance structures by ensuring more focused and efficient oversight of key areas within an organization. These Committees serve as vital extensions of the Board's oversight and decision-making responsibilities. The Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted to enhance the objectivity and independence of the Board's judgement and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Company Secretary officiates as the Secretary of these Committees. The Board has constituted the following

Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Share Transfer Committee

Finance Committee

Details of the composition of the above Committees, their terms of reference, number of meetings held during the year, attendance therein and other related aspects are provided in the Corporate Governance Report which forms a part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

Your company has a Board approved Remuneration Policy that applies to all of its Directors, Key Managerial Personnel, and Senior Management Personnel and is uploaded on website of the Company at https://www.centuryply.com/codes-policies/ remuneration-policy.pdf. The Policy inter-alia specifies the criteria for their employment and remuneration based on qualifications, positive attributes, independence of Directors and other factors. The Policy has been enclosed as Annexure ‘5' to this report. The Company's Remuneration Policy remained unchanged during the year under review.

Your Company's Remuneration Policy is based on "pay-for-performance" principle. It is directed towards rewarding performance based on periodic review of achievements and is in consonance with existing industry practices. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that: (a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability.

(b) the Company is able to provide a well-balanced and competitive compensation package to its Executives, taking into account their roles and position, shareholder interests, industry standards and relevant regulations. (c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

As required under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications – The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board which has an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective. Your Company has over the years been fortunate to have eminent people from diverse fields as Directors on its Board.

The Company's Policy on Board Diversity, formulated and adopted in terms of Regulation 19 read with Part D of Schedule II of Listing Regulations sets out its approach to diversity. This policy aims to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of the members in a way that collectively benefits the organisation and business as a whole. The said Policy makes the Nomination and Remuneration Committee of the Company responsible for monitoring and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

The Board Diversity Policy of the Company is available on our website at https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.

Moving beyond the Board, the Company also believes and puts into practice the fact that diversity and inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees of diverse age, gender and ethnicity.

The Company has a vigil mechanism/ whistle blower policy as required under Section 177 (9) and (10) of the Companies Act, 2013 read with the relevant Rules, Regulation 22 of the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy provides a mechanism for Directors and Employees to report their genuine concerns or grievances, about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Policy is designed to ensure that whistle blowers may report genuine concerns without fear of retaliation. It lays emphasis on the integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect. During the year under review, there was no change in the Company's Whistle Blower Policy. The said policy is available on the Company's website at: https://www. centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL. pdf.

Your Company encourages honesty from and among its Employees and promotes ‘zero tolerance' towards corruption, illegal and unethical behaviour. Your Company's Whistle Blower Policy/ Vigil mechanism provides a channel to the Employees and Directors of the Company to report genuine concerns about unethical behaviour, actual or suspected incidents of fraud or instances of leakage/suspected leakage of unpublished price sensitive information or violation of the Company's Code of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. During the Financial Year ended 31st March, 2025, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The Board shoulders the ultimate responsibility for the management of risks and for ensuring the effectiveness of internal control systems. The Risk Management Committee aids the Board by assessing and providing oversight to management relating to identification and evaluation of the identified risks, including Sustainability, Information Security, etc. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

Your Company has a defined Risk Management Policy to identify, assess, monitor and mitigate risks involved in its business. It is designed in such a way so that the adverse consequence of risks on business objectives of the Company can be minimized. This policy also articulates the Company's approach to address uncertainties in its endeavours to achieve its stated and implicit objectives.

In accordance with the policy, the Company has a structured risk management process, which is overseen by the Risk Management Committee. The Company's Risk Management Committee is entrusted with the responsibility to frame, implement and monitor the risk management plan for the Company. The Committee also monitors and reviews the risk management plan and ensures its effectiveness. The Board is kept informed about the risk assessment and minimization procedures. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company has formulated and adopted a progressive and dynamic Dividend Distribution Policy, keeping in view the immediate as well as long term needs of the business. The same is available on the Company's website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

The Company's Policy for determination of materiality of events/information has been designed to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to put in place a framework for the disclosure of events and information to the stock exchanges, in line with the requirements prescribed under Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock Exchanges in a timely and transparent manner. This Policy was last amended on 7th February, 2025 to align it with the amended Listing Regulations. The Policy is available on the Company's website at https://www.centuryply.com/codes-policies/CPIL-Policy-for-Determination-of-Materiality.pdf.

Policy on Material Subsidiaries, Policy on Corporate Social Responsibility and Business Responsibility and Sustainability Policy has been discussed elsewhere in this Report. Policy on Materiality of and dealing with Related Party Transactions, Policy for Preservation of Documents, Archival Policy and Anti-Bribery and Anti- Corruption Policy are some of the other policies formulated and adopted by the Board pursuant to the requirement of Listing Regulations. These policies may be accessed on the Company's website, www.centuryply.com.

Your Company has a documented Code of Conduct for members of its Board and for Senior Management Personnel. It is in alignment with Regulation 17(5) of the Listing Regulations and details thereof have also been included in the Corporate Governance Report forming part of this Annual Report. The said Code can be accessed from the website of the Company at https://www.centuryply.com/codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf All members of the Board and Senior Management Personnel have affirmed compliance with the ‘Code of Conduct for Directors and Senior Management Personnel' for the financial year 2024-25. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report.

The Senior Management of the Company have made disclosures to the Board confirming that there are no material financial and/or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR activities, projects and programs primarily in the field of Education and Skill Development, Health and Wellness, Environmental Sustainability, participating in relief operations during natural disasters, while also pursuing CSR activities for the benefit of the local community in the States in which it operates. During the year, the total CSR expenditure incurred by your Company was H1,091.47 lac which was higher by H122.59 lac than that statutorily required to be spent. The Company also has an amount of H54.77 lac and H59.08 lac resulting out of excess spending in FY 2022-23 and FY 2023-24 respectively, available for set off in succeeding financial years. The excess spending of H7.61 lac pertaining to FY 2021-22 was not set-off in succeeding three financial years and accordingly stood lapsed.

In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria, Chief Financial Officer of the Company certified that the Corporate Social Responsibility expenditure made during the year 2024-25 has been utilised for the purpose and in the manner as approved by the Board.

Composition of CSR Committee of your Company, attendance at the said Meeting, terms of reference of the CSR Committee and other relevant details has been provided in the Corporate Governance Report forming part of the Annual Report.

Your Company's Policy on Corporate Social Responsibility can be accessed on the Company's website at https://www. centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. The Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2025, in accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014 is set out in Annexure ‘6' to this Report.

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, (BRSR) describing the Company's initiatives from an environmental, social, and governance perspective, is enclosed as Annexure ‘7' and forms an integral part of the Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs. It is designed to enable Members to take well-informed decisions and to have a better understanding of the Company's long term vision. The Company has voluntarily obtained, BRSR Reasonable assurance on BRSR Core Indicators from M/s. Moore Singhi Advisors LLP on a standalone basis and the same is appended to the BRSR.

The Company's Business Responsibility and Sustainability Policy can be accessed at https://www.centuryply.com/codes-and-policies/BRS-Policy_CenturyPly.pdf.

The Annual Return as required under Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://www. centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

The Company has obtained a credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits from ICRA Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, your Company continued to retain the "Great Place to Work" certification. This esteemed certification acknowledges organizations that create an outstanding employee experience. It also reflects on the credibility of the Management, Respect for people, fairness at workplace, pride and camaraderie among people. It serves as a testament to our ongoing efforts in cultivating a work environment that nurtures innovation, fosters respect and promotes professional development.

The Company's cloud-based HR portal ‘Sampoorna' powered by ‘HONO' facilitates end-to-end HR functioning including payroll and appraisals and is integrated with the Company's present ERP system. The Company's intranet portal ‘Centurion' continues to serve as an interactive platform, bringing employees together and closer to the management besides keeping them informed of the happenings in the Company. Besides this, the ‘Centurion Help-desk', a Whatsapp group, also facilitates time bound resolution of employee grievances. Recognizing the pivotal role of employee well-being in sustaining our top-tier business performance, we prioritize the creation of a collaborative, inclusive, non-discriminative and safe work culture. Our commitment to providing equal opportunities to all employees underscores our belief that such an enabling environment is paramount for delivering value to our customers, shareholders, and communities.

Performance recognition through initiatives like representation on the Company's monthly merit board, ‘Sarvada Sarvottam Ambassadors' and ‘Star Centurion' are also being carried out on a regular basis. All these initiatives coupled with quick grievance resolution mechanisms have enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

Information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in the Annexure ‘8' to this report.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2025.

The Company serviced all the debts and financial commitments as and when they became due and no settlements were entered into with the bankers.

During the year under review the requirement of cost audit and maintenance of cost records as prescribed under Section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the Company.

The Company is committed to providing a safe and conducive work environment for all its employees. It has implemented a Policy on Prevention of Sexual Harassment, aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. This Policy aims to prevent any form of harassment or discrimination against women and promotes their economic empowerment and inclusive growth. It applies to all employees of the Company, including permanent, contractual, temporary, and trainees.

The Policy is available on the Company's website at www. centuryply.com. The Company has duly constituted an Internal Complaints Committee (ICC) in compliance with the statutory requirements, to address any complaints of sexual harassment. During FY 2024–25, the Policy was revised to align with evolving workplace dynamics and culture.

During the year under review, no complaints of sexual harassment were reported to the Committee, nor were any disposed of. There were no cases pending as at the beginning or close of the financial year.

The Company affirms its compliance with the applicable provisions of the Maternity Benefit Act, 1961. All eligible female employees were extended the benefits under the Act, and necessary policies and infrastructure to support maternity-related needs are in place across the organization.

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with the relevant circulars and amendments thereto, ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, pursuant to the provisions of Section 124(6) of the Act, read with IEPF Rules, all shares on which dividend for seven or more consecutive years have remained unclaimed, are required to be transferred to the demat account of IEPF Authority. The said requirement however does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority restraining any transfer of the shares.

In view of the above, the Company has during the year under review, transferred to IEPF H3,27,061/- on account of dividend for the Financial Year 2016-17 remaining unpaid/ unclaimed for last seven years. Further, your Company has also transferred 20,322 shares held by 28 shareholders to the demat account of IEPF authority. Till date, on this account, a total of 1,34,586 shares held by 475 shareholders have been transferred by the Company to the IEPF, out of which claims for 6,150 shares held by 2 shareholders were approved by the IEPF Authority. The Company had communicated to all the concerned shareholders individually whose shares were liable to be transferred to IEPF, requesting the shareholders to claim their dividends in order to avoid the transfer of shares/dividend to the IEPF. The Company had also given newspaper advertisements, before making such a transfer. In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply.com, information on dividends which remain unclaimed with the Company as on the date of close of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

Members are requested to note that the unclaimed dividend amount for the Financial Year ended 31st March, 2018 will be due for transfer to IEPF on 14th October, 2025. In view of this, the Shareholders who have not claimed the dividend for this period and for subsequent periods, are requested to lodge their claim with the Company.

Members are requested to note that, both the unclaimed or unpaid dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF Authority by submitting an online application in web Form No. 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 requisite documents enlisted in the said form. For detailed procedure, shareholders may refer Rule 7 of the IEPF Rules.

In accordance with the IEPF Rules, the Board of Directors have appointed Sri Sundeep Jhunjhunwala, Company Secretary of the Company, as the Nodal Officer for the purpose of coordination with the IEPF Authority.