“The Directors are pleased to present the 60th Annual Report, whichalso marks the Company's Integrated Report, along with the auditedstandalone and consolidated financial statements for the financial yearended 31st March 2026 (the 'period under review')."
FINANCIAL HIGHLIGHTS
Particulars
Standalone
Consolidated
FY 26
FY 25
Net Revenue from
1,70,541
2,00,169
Operations
Profit beforeDepreciation, FinanceCost, ExceptionalItems and Tax
18,969
15,208
Add/(Less):
Depreciation
(5542)
(5497)
Finance Cost
(289)
(454)
Share in Loss of
-
(85)
(63)
Associate (net of tax)Taxation (Net)
(2783)
(2547)
Exceptional Items
(186)
Net Profit
10,169
6,710
10,084
6,647
SHARE CAPITAL
The Company's paid-up equity Share Capital remains at '2,185 lacs ason 31st March 2026. During the year, the Company has not issued anySecurities.
DIVIDEND
In view of the Company's performance, the Board of Directors hasrecommended a dividend of 110% (i.e., '11 per equity share of facevalue '10 each) for the period under review, compared to a dividend of100% (i.e., '10 per equity share) paid in the previous year. Pursuant to theamendments introduced by the Finance Act, 2020, under the IncomeTax Act, 2025, dividends distributed by the Company are now taxablein the hands of shareholders at the applicable rates. Accordingly, theCompany will deduct tax at source as per the prevailing tax laws.
UNPAID/UNCLAIMED DIVIDEND
Equity shares for which the dividend has remained unpaid orunclaimed for a consecutive period of seven years are required tobe transferred to the Investor Education and Protection Fund (IEPF)Authority, in accordance with the timelines prescribed by the Ministryof Corporate Affairs (MCA), Government of India. The correspondingdividend amounts on such shares will also be transferred to the IEPFAuthority. However, shareholders may claim both the equity sharesand the associated dividends from the IEPF Authority by following the
procedure laid down under the Companies Act, 2013 and the rulesframed thereunder.
The Company has already transferred the relevant equity shares alongwith the unclaimed dividend pertaining to the financial year ended 31stMarch 2018 to the IEPF Authority. In respect of the financial year ended31st March 2019, the unclaimed dividend and corresponding equityshares will be transferred to the IEPF Authority after the conclusionof the Annual General Meeting, in compliance with the applicablestatutory timelines.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015 ('Listing Regulations'), the Company has formulated a DividendDistribution Policy. The dividend recommended by the Board ofDirectors for the financial year under review is in accordance withthe criteria outlined in this policy. The Dividend Distribution Policy isavailable on the Company's website and can be accessed at:https://www.centurvenka.com/pdf/policies/dividend-distribution-policv.pdf
TRANSFER TO GENERAL RESERVES
For the financial year ended 31st March 2026, the Board of Directorshas decided not to transfer any amount to the General Reserves.
OVERVIEW AND THE STATE OF THE COMPANY'S AFFAIRSCourse of Business
On a standalone basis, the Company's net revenue from operationsdeclined to '1,70,541 lacs for the financial year ended 31st March 2026,as compared to '2,00,169 lacs in the previous financial year. During theyear under review, the decrease in revenue is primarily due to reductionin sales volume and raw material prices as compare to previous year.Profit before interest, depreciation, exceptional items and tax roseto ' 18,969 lacs, up from '15,208 lacs in the previous financial year.Net profit also increased to '10,169 lacs, compared to '6,710 lacs inthe previous financial year. On a consolidated basis, the net profit forthe year stood at '10,084 lacs as compared to '6,647 lacs in previousfinancial year.
Excise Duty Demand
The Customs, Excise and Service Tax Appellate Tribunal (CESTAT), videits order dated 20th December 2019, in the Company's appeal againstthe order of the Commissioner of Central Excise, Raigad, upheld thedenial of the benefit under Notification No. 6/2000-CE dated 1st March2000. However, the Tribunal remanded the matter to the Commissionerwith instructions to recompute the correct assessable value, alloweligible deductions, determine the applicable excise duty, and grantthe appropriate CENVAT/MODVAT credit.
Subsequently, the Company filed an appeal before the Hon'bleSupreme Court of India on 22nd February 2020, challenging the portionof the Tribunal's order that upheld the denial of benefit under the saidnotification. The Hon'ble Supreme Court has tagged the matter with
other similar appeals. An application for a stay on the recovery ofinterest and penalty has also been filed that may arise out of denial ofbenefit under the said notification.
Pursuant to the directions of the Tribunal, the Commissioner passeda revised order dated 8th September 2020, in which the recomputedexcise duty demand was reduced to '7.30 crores (as against theoriginal demand of '229.27 crores), along with interest and anequivalent amount of penalty. The Department of Central Excisehas challenged this revised order before the Appellate Tribunal on22nd January 2021, citing non-adherence to procedural norms in therecomputation, including the grant of CENVAT/MODVAT credit andallowance of deductions.
Based on legal advice, the Company believes it has a reasonablystrong case before the Hon'ble Supreme Court.
EXPANSION AND MODERNISATION
During the year, the Company initiated steps to increase capacity ofDraw Texturizing Yarn (DTY), Mother Yarn and continued to focus onproduct customization and the development of value-added productsto expand its product portfolio.
The Company invested towards modernisation of plants and energyconservation measures during the period under review. The Companyalso invested in ABREL Century Energy Limited to obtain power fromthe second phase of its Hybrid (Solar and Wind) Power Project. Thisinvestment was made pursuant to the requirement that a captive usermust hold a minimum of twenty-six percent (26%) of the equity sharesof the power producer to qualify as a Captive User under the provisionsof the Electricity Act, 2003, read with the Electricity Rules, 2005.
Going forward, the Company plans to undertake further capitalexpenditure towards modernization initiatives, renewable energygeneration, energy conservation measures, safety enhancements,and infrastructure development to improve operational efficiency andsupport sustainable growth.
CHANGE IN THE NATURE OF BUSINESS
During the period under review, there was no change in the nature ofbusiness or the overall state of affairs of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act, 2013 ('the Act'), the Companies(Accounts) Rules, 2014, the Listing Regulations, and applicableIndian Accounting Standards (IND AS 110 - Consolidated FinancialStatements and IND AS 28 - Investments in Associates and JointVentures), the audited consolidated financial statements form anintegral part of this Annual Report.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATESAND JOINT VENTURE COMPANIES
The Company does not have any subsidiaries and Joint VentureCompanies except an Associate Company.
ABREL Century Energy Limited is an Associate Company. In
accordance with the provisions of Section 129(3) of the Act, read withthe Companies (Accounts) Rules, 2014, the performance and financialposition of ABREL Century Energy Limited is as under:
Latest Audited Balance Sheet Date
20th April 2026
Date on which the Associate or Joint Venturewas associated or acquired
Consolidation sinceFY 2022-23
Number of shares held as on Balance Sheet date
88,47,800
Amount of Equity Investment
'884.78 Lacs
Extent of Holding (%)
26%
Description of how there is significant influence
NA except 26%shareholding
Net Worth attributed to shareholding as perlatest audited Balance Sheet
'783.22 Lacs
Net Profit / (Loss) for the year
'(325.29) Lacs
Considered in consolidation
'(84.58) Lacs
Not considered in consolidation
Nil (26%consolidated)
ENVIRONMENT
The Company acknowledges the potential risks to the local ecologyand environment arising from waste discharge and emissions andremains committed to managing these risks responsibly. During theyear, consumption of water, fuel, and other natural resources remainedwithin the limits prescribed by the State Pollution Control Board (SPCB).Wastewater, hazardous waste, and gaseous emissions generatedfrom operations were treated in full compliance with applicable SPCBregulations.
The Company has established and continues to maintain a robustEnvironmental Management System certified to ISO 14001:2015,enabling the systematic identification, monitoring, and mitigationof environmental impacts. All manufacturing units consistentlyoperated in full compliance with all applicable environmental laws andregulatory requirements throughout the year. In FY'26, the Company'scommitment to environmental stewardship and resource conservationwas further reinforced through several prestigious recognitions.The Bharuch site was conferred the CCI Water Excellence Award2025, while the Pune site received the CII-ITC Award for SignificantAchievement in Environment Management (Manufacturing sector)and “Waste to Wealth" Award in 8th ABG Sustainability conference in2025. Additionally, the Bharuch site secured Gold Awards for its casestudy projects on Water Saving Initiatives and Rooftop RainwaterHarvesting Systems from QCFI Surat and was also honoured with theExcellence in Sustainability Management Award 2025-26 by QCFI,Vadodara Chapter.
Further details on Environment, Health & Safety (EHS) practices andperformance are provided in the relevant section of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required under Section 134(3)(m) of the CompaniesAct, 2013, read with the Companies (Accounts) Rules, 2014, relatingto Conservation of Energy, Technology Absorption, and ForeignExchange Earnings and Outgo, is provided in a separate statementannexed to this Report as Annexure-I, and forms an integral part thereof.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the period underreview, as required under Regulation 34 and Schedule V of the ListingRegulations, forms an integral part of this Annual Report. The reportprovides insights into the Company's performance, industry structure,risk management practices, and other relevant matters.
CORPORATE GOVERNANCE
The Board of Directors reiterates its steadfast commitment tomaintaining robust Corporate Governance practices, which aredeeply embedded in the Company's core values. The Company hasduly complied with all applicable provisions pertaining to CorporateGovernance. In line with Regulation 34 and Schedule V of the ListingRegulations, the Corporate Governance Report for the period underreview is presented in a separate section and forms an integral part ofthis Annual Report.
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION &OTHER RELATED MATTERS
Pursuant to the provisions of Section 178 of the Companies Act,2013 and Regulation 19 of the Listing Regulations, the Nominationand Remuneration Committee has formulated a comprehensiveNomination, Remuneration and Succession Policy. The primaryobjective of this policy is to establish a framework for:
a) identifying individuals who are qualified to become Directors, KeyManagerial Personnel (KMP), and Senior Management;
b) determining the qualifications, positive attributes, andindependence criteria for Directors;
c) formulating the remuneration structure for Directors, KMP, SeniorManagement, and other employees;
d) evaluating the performance of the Board, its committees, andindividual Directors, and recommending the remuneration, in anyform, payable to senior management.
The Company's remuneration policy is aligned to market and designedto attract and retain high-calibre talent. It aligns with industry bestpractices emphasizes performance-based rewards and reviewedperiodically based on measurable achievements.
The Policy is available on the Company's website and can be accessedat:https://www.centurvenka.com/pdf/policies/nomination-remuneration-and-succession-policy.pdf
Further, the details regarding remuneration and the criteria for paymentto Executive and Non-Executive Directors are disclosed in the CorporateGovernance Report, which forms an integral part of this Annual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWNPERFORMANCE, ITS COMMITTEES, AND INDIVIDUALDIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, theBoard of Directors has undertaken its annual performance evaluation,
encompassing an assessment of the Board as a whole, its Committees,the Chairperson, and individual Directors, including Independent,Non-Executive, and Executive Directors. The evaluation frameworkconsiders various parameters, such as participation in meetings andthe strategic value added by Directors towards the Company's growthand performance.
The Nomination and Remuneration Committee, in coordination withthe Board, has implemented a formalized and structured evaluationprocess. This includes the distribution of evaluation forms to allDirectors for assessing the performance of the Board, its committees,and individual Directors across all categories.
Based on the feedback received, the Board noted with satisfactionthe effective functioning of the Board and its Committees. It furtherrecognized the meaningful contributions and active engagementof each Director in their respective roles, reflecting a high level ofcommitment and collective performance.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENTDIRECTORS
The Company has obtained necessary declarations from itsIndependent Directors affirming that they satisfy the criteria ofindependence as outlined under Section 149(6) of the Act, as well asRegulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.Additionally, the Independent Directors have confirmed theircompliance with Schedule IV of the Act and the Company's Code ofConduct.
The Board is of the view that there have been no changes incircumstances that would affect the independence status of anyIndependent Director. The Board is also satisfied with the integrity,expertise, and experience of all Independent Directors, includingtheir proficiency as required under Section 150(1) of the Act and theapplicable rules.
Furthermore, in accordance with Section 150 of the Act read with Rule6 of the Companies (Appointment and Qualification of Directors) Rules,2014, all Independent Directors have registered their names in theIndependent Directors' databank maintained by the Indian Institute ofCorporate Affairs.
DIRECTORS' RESPONSIBILITY STATEMENT
The audited financial statements for the period under review arein compliance with the provisions of the Act and the applicableAccounting Standards. The financial statements reflect fairly theform and substance of transactions carried out during the year andreasonably present your Company's financial condition and results ofoperations. Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, the Board of Directors, to the best of its knowledge and ability,confirm that:
• in the preparation of the annual accounts, the applicableaccounting standards had been followed along with properexplanation relating to material departures;
• they had selected such accounting policies and applied themconsistently and made judgments & estimates, which arereasonable and prudent, so as to give a true and fair view of thestate of affairs of the Company, at the end of the financial year,and of the profit of the Company for that period;
• they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
• they had prepared the annual accounts on a going concernbasis;
• they had laid down internal financial controls to be followedby the Company and that such internal financial controls wereadequate and were operating effectively; and
• they had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment of Directors & Key ManagerialPersonnel
There is no change in composition of the Board of Directors or KeyManagerial Personnel during the period under review.
In accordance with the provisions of Section 152 and other applicableprovisions of the Companies Act, 2013, read with the Companies(Appointment and Qualification of Directors) Rules, 2014 andthe Articles of Association of the Company, Mrs. Rajashree Birla(DIN:00022995), Director, is liable to retire by rotation at the forthcoming60th Annual General Meeting (AGM) scheduled for Thursday, 20thAugust 2026. Being eligible, she has offered herself for reappointment.Further in terms of Regulation 17(1A) of the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements)Regulations, 2015, a special resolution would require to be passed forher reappointment as she has attained the age of 75 years. Brief profileof Mrs. Rajashree Birla forms part of the notice convening the AGM. TheBoard recommended her re-appointment in ensuing AGM.
Key Managerial Personnel
Following are the Key Managerial Personnel of the Company:
Mr. Suresh Sodani - Managing Director and Chief Executive Officer(MD & CEO)
Mr. Yogesh R. Shah -Chief Financial Officer (CFO)
Mr. Rahul Dubey - Vice President Legal & Company Secretary (CS)
Meetings of Board of Directors
During the period under review, 4 (four) Board meetings wereconvened, with the interval between each meeting adhering tothe timelines prescribed under the Companies Act and the ListingRegulations.
Additionally, a separate meeting of the Independent Directors was heldon 17th March 2026. The relevant details are provided in the CorporateGovernance Report.
Details of Committees of Directors
The Company has constituted 6 (six) Board-level Committees inaccordance with the applicable laws and regulatory requirements:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Share Transfer Committee
The composition and other relevant details of the aforementionedCommittees are outlined in the Corporate Governance Report, whichforms an integral part of this Annual Report. The Board has reviewedand accepted the recommendations and suggestions put forth bythese Committees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES
There were no related party transactions during the period under reviewthat require disclosure under Section 134(3)(h) of the Companies Act,2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY
The Company has not granted any loans or provided any guarantees orsecurities pursuant to the provisions of Section 186 of the CompaniesAct, 2013. During the year, the Company invested its surplus fundsin Inter-Corporate Deposits and made investment in ABREL CenturyEnergy Limited to qualify as a Captive User in accordance with theapplicable provisions of the Electricity Act, 2003 and the ElectricityRules, 2005. The details of investments have been appropriatelydisclosed in the financial statements under Share Application Money.
INTERNAL FINANCIAL CONTROLS
The Company has established a robust internal control systemthat is commensurate with the scale and nature of its operations.These controls are periodically reviewed and updated to align withthe evolving needs of the business. The Internal Auditor evaluatesthe effectiveness and adequacy of the Company's internal controlframework, and ensures compliance with established operatingsystems, accounting procedures, and policies across all locations ofthe Company.
Based on the Internal Auditor's findings, process owners implementnecessary corrective actions within their respective areas to enhanceoperational controls. Significant audit observations, along with thecorresponding corrective measures, are regularly reported to andreviewed by the Audit Committee of the Board.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the periodunder review in accordance with the provisions of the Companies Act,2013.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complies with the Secretarial Standards on Meetings ofthe Board of Directors (SS-1) and General Meetings (SS-2) as issued bythe Institute of Company Secretaries of India.
RISK MANAGEMENT
The Company, in adherence to the Listing Regulations, has establisheda Risk Management Committee responsible for overseeing its riskmanagement framework and processes. Risk assessment andmitigation are integral, ongoing activities within the organization. TheCompany's comprehensive Risk Management Policy is periodicallyreviewed and updated by the Committee. The composition and termsof reference of the Risk Management Committee are detailed in theCorporate Governance Report, which constitutes an integral part of thisAnnual Report. The Risk Management Policy is available on the websiteof the Company and can be accessed athttps://www.centuryenka.com/pdf/risk-manaaement-policv.pdf
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to fostering ethical conduct across all itsbusiness activities and has established a robust mechanism to reportany illegal or unethical behavior. Under the Vigil Mechanism/WhistleBlower Policy, employees are encouraged to report any actual orsuspected violations of the Company's code of conduct, policies,or applicable laws without fear of retaliation. Through this policy,along with our Code of Conduct, we uphold the highest standards ofprofessionalism, honesty, integrity, and ethical behavior.
No Complaints were received during the period under review.
The Vigil Mechanism/Whistle Blower Policy is available on the websiteof the Company and can be accessed at https://www.centuryenka.com/pdf/policies/viail-mechanism-whistle-blower-policv.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE & MATERNITY BENEFIT
The Company maintains a zero-tolerance policy towards sexualharassment in the workplace and has implemented a Prevention,Prohibition, and Redressal of Sexual Harassment Policy in accordancewith the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013, and the Rules made thereunder.This policy is designed to prevent and address complaints of sexualharassment at the workplace.
Committed to providing equal opportunities without discriminationbased on race, caste, sex, religion, color, nationality, disability, or any
other status, the policy applies to all women associates—includingpermanent, temporary, contractual employees, trainees—as well aswomen visitors and service providers at the Company's offices andpremises. The Company ensures that all employees are treated withdignity and strives to maintain a work environment free from any formof sexual harassment—physical, verbal, or psychological.
In compliance with this Act, the Company has constituted an InternalComplaints Committee to address and to resolve complaints related tosexual harassment at the workplace effectively and sensitively.
No Complaints were received during the period under review. Further,during the year no complaint was pending more than 90 days. Thepolicy for Prevention of Sexual Harassment at Workplace is availableon the website of the Company and can be accessed at:https://www.centuryenka.com/pdf/policies/policy-prevention-sexual-harassment-workplace.pdf
The Company has complied with the provisions relating to thematernity benefits under the Maternity Benefit Act, 1961.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013, readwith theCompanies (CorporateSocial Responsibility Policy) Rules, 2014,the Board of Directors has constituted a Corporate Social Responsibility("CSR") Committee. The composition and terms of reference of the CSRCommittee are detailed in the Corporate Governance Report, whichforms an integral part of this Annual Report. The disclosures requiredunder the Companies (Corporate Social Responsibility Policy) Rules,2014 are provided in Annexure-II, which forms part of this Report.The Company's CSR Policy is available on its website and can beaccessed at:https://www.centuryenka.com/investor-relations/index.html#parentHorizontalTab6lChildVerticalTab 215
ANALYSIS OF REMUNERATION
In accordance with Section 197(12) of the Companies Act, 2013, readwith Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the disclosure relating to the ratio ofremuneration of each Director to the median employee's remuneration,along with other prescribed details, is annexed hereto as Annexure-IIIand forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
The disclosures concerning remuneration and other relevant particularsas mandated under Section 197(12) of the Companies Act, 2013, readwith the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are set forth in Annexure-IV, which forms anintegral part of this Report. In accordance with these requirements,the names and details of employees whose remuneration exceeds theprescribed thresholds are included. None of the employees listed inthe annexure are related to any Director of the Company, nor do theyindividually or collectively (with their spouse and dependent children)hold more than two percent (2%) of the Company's equity shares.
AUDITORSStatutory Auditors
M/s KKC & Associates LLP, Chartered Accountants (ICAI FirmRegistration No. FRN 105146W/100621), were appointed as theStatutory Auditors at the 55th Annual General Meeting of the Companyheld on 13th August 2021, for a period of five years and accordingly willcomplete their second term on conclusion of the ensuing 60th AnnualGeneral Meeting of the Company.
The Board has recommended the appointment of M/s Singhi & Co.,Chartered Accountants (Firm Registration No. 302049E), as Auditorsof the Company, for a period of five years from the conclusion of theensuing 60th Annual General Meeting till the conclusion of the 65thAnnual General Meeting of the Company. M/s Singhi & Co. haveconfirmed their eligibility and qualification required under the Act forholding the office as Statutory Auditors of the Company.
The Auditors' Report does not contain any qualification, reservation,disclaimer or adverse remark.
Cost Auditors
In accordance with the provisions of Section 148 of the CompaniesAct, 2013, read with the Companies (Cost Records and Audit) Rules,2014, as amended, and notifications/circulars issued by the Ministryof Corporate Affairs from time to time, the Company has duly preparedand maintained its cost accounts and records.
On the recommendation of the Audit Committee, the Board at itsmeeting held on 21st May 2026, appointed M/s Gopal Keswani &Co, Cost Accountants (FRN-100761), as Cost Auditors to audit thecost records of the Company's Nylon and Polyester products of theCompany for the financial year 2026-27 in compliance with applicablestatutory requirements.
In accordance with Section 148(3) of the Act and the Companies(Cost Records and Audit) Rules, 2014, the remuneration payable tothe Cost Auditors is subject to ratification by the Company's members.Consequently, a resolution seeking approval for the remuneration ofM/s Gopal Keswani & Co for the financial year ending 31st March 2027has been included in the Notice of the 60th Annual General Meetingscheduled on Thursday, 20th August 2026.
The cost audit report for the financial year 2024-25, was filed with theMinistry of Corporate Affairs on 18th August 2025.
Secretarial Auditors
In accordance with Section 204 of the Companies Act, 2013, and theCompanies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Board, during its meeting held on 6th May 2024,
appointed M/s Sanjay Sangani & Co., Practicing Company Secretaries,(FCS No. 4090 and CP No. 3847), as the Secretarial Auditors for a periodof 5 years for the financial years commencing from 1st April 2025 to 31stMarch 2030 to undertake the Secretarial Audit for the said period.
The Secretarial Audit Report for the period under review is given inAnnexure-V and forms part of this Report. There were no qualifications,reservations or adverse remarks or disclaimers made by SecretarialAuditors.
Further, the Secretarial Compliance Report for the period under review,outlining compliance with all applicable provisions of the Act, SEBIregulations, circulars, and guidelines as amended from time to time,and as mandated by Regulation 24A of the Listing Regulations, isavailable on the Company's website and can be accessed at:https://www.centuryenka.com/pdf/annual-secretarial-compliance-report-31march2026.pdf
REPORTING OF FRAUDS BY AUDITORS
During the period under review, the Auditors have not reported anycases of fraud involving the Company's officers or employees to theAudit Committee, in accordance with the requirements of Section143(12) of the Act.
ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92 of the Act, readwith Rule 12(1) of the Companies (Management and Administration)Rules, 2014, the Annual Return of the Company as of 31st March 2026,in Form MGT-7, is available on the Company's website and can beaccessed at
https://www.centuryenka.com/investor-relations/index.html#parentHorizontalTab6|ChildVerticalTab 212.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THEFINANCIAL POSITION OF THE COMPANY
No material changes or commitments impacting the financial positionof the Company have occurred between the end of the financial year towhich the financial statements pertain and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERNS STATUS AND COMPANY'S OPERATIONS INFUTURE
The Company has not received any significant and material orderspassed by the regulators or courts or tribunals impacting the goingconcern status and the Company's operations in future.
INTEGRATED REPORT (IR) INCLUDING BUSINESSRESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 as amended fromtime to time, the Company has prepared the Business Responsibilityand Sustainability Report (BRSR) to enhance transparency andprovide stakeholders with standardized disclosures on its sustainabilityinitiatives and compliance practices, which forms an integral partof this Annual Report. The report is aligned with the IntegratedReporting (IR) Framework developed by the International IntegratedReporting Council (IIRC), and reflects the Company's commitmentto communicating its value creation strategy across financial,environmental, social, and governance dimensions.
GENERAL DISCLOSURESDuring the period under review:
> The Company has not issued any shares through Rights Issue,Preferential Allotment, Sweat Equity, Employee Stock OptionPlans (ESOPs), or shares with Differential Voting Rights during theyear under review.
> There has been no revision in the financial statements during thereporting period.
> The Company does not have any Employee Stock OptionScheme under Section 62(1) of the Companies Act, 2013, orunder the SEBI (Share Based Employee Benefits) Regulations,2014
> No provision has been made for the purchase of the Company'sown shares by employees or by any Trust for the benefit ofemployees, as prescribed under Rule 16 of the Companies(Share Capital and Debentures) Rules, 2014.
> The Company has neither filed any application under theInsolvency and Bankruptcy Code, 2016, nor is there anyproceeding pending under the said Code as on the date of thisreport.
> The Company has not entered into any one-time settlement withbanks or financial institutions; accordingly, no disclosures areapplicable in this regard.
> The credit rating of the Company is disclosed in CorporateGovernance Report.
ACKNOWLEDGEMENT
The Board of Directors conveys its sincere appreciation to theCentral and State Governments, the Company's bankers, financialinstitutions, stakeholders, and business associates for their support andcooperation. The Board looks forward to their continued support in theyears ahead.
The Board also extends its heartfelt thanks to all employees fortheir unwavering dedication, hard work, and professionalism. Theirinvaluable contributions have played a crucial role in the Company'ssuccess, and the Board gratefully acknowledges their efforts.
For and on behalf of the Board of Directors
Jayant V. Dhobley Suresh Sodani
Non-Executive Director Managing Director & CEO
DIN: 02402556 DIN: 08789604
Place: MumbaiDate: 21st May 2026