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.

FINANCIAL PERFORMANCE
FINANCIAL HIGHLIGHTS

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

RESULT OF OPERATIONS AND THE STATE OF

COMPANY'S AFFAIRS

Standalone

? 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.

Consolidated

? 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.

DIVIDEND

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.

TRANSFER TO RESERVES

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.

SHARE CAPITAL

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.

INDIAN ECONOMY

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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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.

EXPANSION PLANS AND FUTURE OUTLOOK

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.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

SUBSIDIARIES
CHANGES IN SUBSIDIARIES

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:

Subsidiary Companies

? 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

Step-down subsidiaries

? 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.

OPERATIONS

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.

POLICY ON MATERIAL SUBSIDIARIES

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.

FINANCIAL POSITION & PERFORMANCE

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.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

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 PM. 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.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

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.

PUBLIC DEPOSITS

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.

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

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.

SECRETARIAL AUDITORS & THEIR REPORT

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.

REPORTING OF FRAUDS BY AUDITORS

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.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

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 25 th 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 8 th July, 2025.

(b) DECLARATION BY INDEPENDENT DIRECTORS

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.

(c) FAMILIARISATION PROGRAMME

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.centuryplv.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-
proqram/Familiarization-Proqramme-Details_2024-25.pdf

(d) STATEMENT REGARDING INDEPENDENT
DIRECTOR

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.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

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

(b) RETIREMENT BY ROTATION

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.

III. KEY MANAGERIAL PERSONNEL

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.

IV. INTER-SE RELATIONSHIPS BETWEEN THE
DIRECTORS

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.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

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.

MEETINGS OF INDEPENDENT DIRECTORS

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.

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

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.

PARTICULARS OF EMPLOYEES

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.

CORPORATE GOVERNANCE MEASURES

DIRECTORS' RESPONSIBILITY STATEMENT

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

CORPORATE GOVERNANCE

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.

CEO & CFO CERTIFICATION

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.

INTERNAL CONTROLS/ INTERNAL FINANCIAL
CONTROLS AND THEIR ADEQUACY

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.

PERFORMANCE EVALUATION

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.

COMMITTEES OF THE BOARD OF DIRECTORS

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:-

Mandatory Committees

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Risk Management Committee

? Corporate Social Responsibility Committee

Non-mandatory Committees

? 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.

POLICIES AND CODES
REMUNERATION POLICY

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.

Criteria for determining qualifications, positive
attributes and independence of a Director

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.

BOARD DIVERSITY POLICY

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-
Diversitv-Policv. 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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.
centurvplv.com/codes-policies/Vigil-Mechanism-Policv-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.

RISK MANAGEMENT POLICY

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.

DIVIDEND DISTRIBUTION POLICY

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.

POLICY FOR DETERMINING MATERIALITY OF
EVENTS/INFORMATION

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-Policv-for-Determination-of-Materialitv.pdf.

OTHER POLICIES

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.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT PERSONNEL

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.centuryplv.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.

CORPORATE SOCIAL RESPONSIBILITY

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.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY 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-Policv_CenturvPlv.pdf.

MISCELLANEOUS
ANNUAL RETURN

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS / COURTS / TRIBUNALS

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.

COMPLIANCE WITH SECRETARIAL STANDARDS
AND INDIAN ACCOUNTING STANDARDS

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.

CREDIT RATING

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.

HUMAN RESOURCE DEVELOPMENT &
INDUSTRIAL RELATIONS

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.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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.

PROCEEDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016

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.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM
BANKS/ FINANCIAL INSTITUTIONS

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

COST AUDIT & MAINTENANCE OF COST RECORDS

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.

COMPLIANCE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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.
centuryplv.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.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

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.

INVESTOR EDUCATION AND PROTECTION FUND

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. centuryplv. 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 co¬
ordination with the IEPF Authority.