Century Plyboards (India) Ltd

• During the financial year 2023-24, your Company registered a revenue of H3,758.57 Crore vs H3,539.66 Crore in the previous year, up 6.18% YoY.

• Profit before Tax stood at H426.87 Crore as against H482.67 Crore in the previous year - a decrease of 11.56%.

• Profit after Tax is H314.74 Crore as against H348.33 Crore in the previous year showing a decrease of 9.64%.

• EBITDA Margin reduced from 15.83% in the previous year to 14.19% this year.

• Centuryply recorded consolidated revenue of H3,885.95 Crore as against H3,646.57 Crore in the previous year, up 6.56% YoY .

• Profit before Tax stood at H439.16 Crore as against H511.87 Crore in the previous year - a decrease of 14.20%.

• Profit after Tax is H325.33 Crore as against H376.98 Crore in the previous year - showing a decrease of 13.70 %.

• EBITDA Margin reduced from 16.62% in the previous year to 14.53% this year.

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

During the Financial Year under Report, the Hon'ble National Company Law Tribunal, Kolkata Bench, vide its Order dated 31st January, 2024, approved the Scheme of Arrangement between the Company and Century Infra Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder ("Scheme of Arrangement" or "Scheme").

The Scheme became effective on 18th March, 2024, the date on which the certified copies of the order of the Hon'ble NCLT, Kolkata was filed by both the Companies with the Registrar of Companies at Kolkata. Consequent upon the Scheme becoming effective, the Container Freight Station Services Undertaking (as defined in the Scheme) of Century Plyboards (India) Limited stood transferred to and vested in Century Infra Limited, wholly-owned subsidiary of the Company, as a going concern, on slump sale basis from 1st April, 2022, being the appointed date and in consideration whereof, Century Infra Limited issued and allot 32,71,00,000 fully paid-up Equity Shares of H1/- each to the Company.

The effect and impact of the Scheme of Arrangement on the financial Statements of the Company is mentioned in notes to the audited financial statements. The members are requested to refer the same.

Your Company has a consistent track record of dividend payment. For the financial year ended 31st March, 2024, based on the Company's performance and in conformity with its Dividend Distribution Policy, the Directors are pleased to recommend for approval of the Members a Final Dividend of H1/- (100%) per equity share of the face value of H1 (Rupee one) each. The Company continues to balance the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company, will be paid within the statutory period.

Dividends paid or distributed by the Company are taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Dividend Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Company's website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf and the same is also annexed to this Report as Annexure ‘6'.

The Reserves and Surplus of your Company has increased to H2,158.18 Crore in the year 2023-24 as compared to H1,865.76 Crore in the year 2022-23. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2023-24.

During the year under review, there were no changes in the share capital of the Company. As on 31st March, 2024, 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 H1/- each and H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. During the Financial Year 2023-24, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

The Indian economy experienced robust growth during the financial year 2023-24, with GDP witnessing a notable expansion. This growth can be attributed to various factors, including strong domestic demand, increased government spending on infrastructure projects, and a rebound in industrial production following the pandemic-induced slowdown. Sectors such as manufacturing, services, and agriculture contributed significantly to the overall GDP growth, demonstrating the economy's diversified strength. The GDP growth rate for the Financial Year 2023-24 surpassed expectations, indicating a resilient economy poised for sustained growth in the coming years. Given its strong democracy and strategic ties, India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years.

India has successfully navigated through multiple challenges and retained its position as the fifth largest economy. Our country's adept and synchronized monetary and fiscal policies have played a pivotal role in safeguarding our economy from uncertain and challenging global macroeconomic environment, ultimately fostering a resurgence stronger than ever. It's gratifying to note that presently, our GDP growth is robust, inflation is stabilizing, the financial sector is secure, the external sector is resilient, and our forex reserves have reached unprecedented levels.

Bolstered by robust domestic demand, India continues to lead as the fastest-growing major economy. Remarkably, in terms of purchasing power parity (PPP), India already holds the position of the third-largest economy. Projections from the International Monetary Fund (IMF) indicate that India's contribution to global growth will escalate from the current 16% to 18% by

2028. According to the second revised estimates from the National Statistical Office, India's real GDP grew by 8.2% in FY 2023-24. The primary catalyst behind this growth remains strong domestic demand, augmented by a notable surge in India's integration into the global economy through trade and financial avenues.

Year 2023 marked a landmark year for India as it assumed presidency of the world's highest profile global economic assembly, the G20, and showcased its economic prowess and diplomatic finesse to the world. India's efforts to maintain stability and enact structural reforms have contributed to its economic resilience in the face of global challenges. Investments in upgrading infrastructure and connectivity, including projects like the Bharatmala highway programme, the Sagarmala project for port-led development and the Smart Cities Mission, are transforming the country's landscape and playing a pivotal role in the country's economic advancement. The central banking authority of India has kept the repo rate unchanged for the last six consecutive Monetary Policy Committee meetings. The Reserve Bank of India (RBI) has projected Consumer Price Index (CPI) inflation of 4.5% for the forthcoming fiscal year 2024-25.

India's furniture industry has been on a growth trajectory, driven by evolving consumer lifestyles and increasing disposable incomes. The industry has witnessed expansion in exports, supported by competitive pricing and quality craftsmanship. Government schemes like the Export Promotion Capital Goods (EPCG) have facilitated export growth. This scheme allows manufacturers to import capital goods at zero duty for the purpose of manufacturing goods for export. This has enabled manufacturers to upgrade their technology and improve product quality. Micro, Small & Medium Enterprises (MSMEs) play a significant role in the furniture sector, and government initiatives such as the Atmanirbhar Bharat Abhiyan have aimed to enhance their competitiveness.

To enhance standardization in furniture and ensure product safety, during the FY 2023-24, the Department of Promotion of Industry and Internal Trade (DPIIT) released quality control orders (QCOs) that make BIS certification compulsory for resin-treated compressed wood laminates, wood-based boards, plywood and wooden flush door shutter.

India is the fifth-largest producer and the fourth-largest consumer of furniture worldwide. The domestic furniture market is presently estimated to be at USD 32 billion. Fueled by increasing urbanisation and rising incomes, the housing sector has become a significant contributor to India's economic landscape. It has been observed that northern and southern India are the primary regions boosting this demand for furniture. Rapid urbanisation and expanding real estate in India are two major propellers for the furniture industry's growth. This sector has also witnessed substantial investments due to an enhanced focus on infrastructure renovation.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the Financial Year 2023-24 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.

During the year under review, the Container Freight Station Services Undertaking of the Company was transferred as a going concern through a Scheme of Arrangement and the impact of the same has been given in the books of accounts and corresponding notes to accounts of your Company.

India is the second-largest consumer of furniture in Asia Pacific, with a large population and booming housing sector. The India Furniture Market size is estimated at USD 28.38 billion in 2024, and is expected to reach USD 47.39 billion by 2029, growing at a CAGR of 10.80% during the forecast period (2024-2029). The surge in population, coupled with urbanization in Tier I and Tier II cities, along with the trend towards nuclear families and a growing middle class with increased disposable income, has spurred demand for residential, commercial, and other real estate properties. This trend significantly drives the need for contemporary, premium, and branded furniture. Moreover, commercial enterprises are increasingly adopting adaptable and agile work environments, featuring open floor designs and activity-based workstations, driving demand for modular and ergonomic office furniture. Additionally, the popularity and accessibility of e-commerce platforms coupled with deferred payment options, have resulted in a surge in demand for modern and affordable furniture in Tier II and Tier III cities of India.

Wood-based furniture holds sway among the materials used in the furniture market, claiming the largest share. Evolving lifestyles and aspirations within the Indian populace are expected to elevate per capita consumption, presenting considerable growth prospects for the furniture industry. Both central and state governments have rolled out various incentives and programs aimed at fostering the comprehensive growth of the furniture industry. The establishment of furniture hubs like the International Furniture Park in Tamil Nadu, alongside upcoming initiatives such as the International Furniture Clusters/Parks in Karnataka, Madhya Pradesh, Uttar Pradesh, and Andhra Pradesh, is geared towards offering manufacturing, marketing, testing, and certification infrastructure. These endeavors aim to enhance the capacity and scope of local furniture manufacturers.

The government's strong focus on infrastructure development and the allocation of H80,671 Crore for the Pradhan Mantri Awas Yojana (PMAY) in the Interim Budget 2024-25 are set to boost domestic demand for furniture. Flagship initiatives such as the Smart Cities Mission, PMAY, NTR and DDA Housing Scheme, the Atal Mission for Rejuvenation and Urban Transformation (AMRUT), and Make in India will continue to generate significant opportunities for the industry. India's unorganized small local businesses dominate the country's furniture sector. However, during the past ten years, organized players have expanded their participation in the Indian furniture market. Urbanization of Indian states, the increasing demand for durable and hybrid sitting furniture, and the rising demand for modular and cutting-edge furniture are all factors driving the expansion of the furniture business in the country. Centuryply is one of the top players in the organized plywood and laminate market. It holds a substantial market share in the plywood segment, estimated to be around 25-30% of the organized plywood market.

In the fiscal year 2023-24, the Indian plywood sector saw a robust upswing, underscoring the sector's durability and its essential contribution to the nation's construction and interior design realms. The ongoing expansion of the plywood market is propelled by factors such as flourishing construction endeavors and the dynamic evolution of interior design trends. The plywood market in India is closely tied to the performance of the construction and furniture industries. With a rapidly growing population and increasing urbanization, there is a high demand for housing and infrastructure development, directly boosting the plywood industry.

The Indian MDF market is also experiencing robust growth. Despite being in its early stages, the MDF market in India holds immense potential for expansion. Projections suggest a substantial increase in MDF's share within the wood panel industry. This anticipated growth is fueled by several factors, including MDF's eco-friendly attributes, cost-effectiveness, adaptability and its ability to serve as a viable alternative to entry-level plywood. Moreover, the integration of automation is expected to catalyze accelerated growth within the MDF sector. India's furniture industry will witness major changes with the entry of domestic organised and international players bringing in more automation, driving higher growth rates for the MDF sector. The automation will drive the growth of the MDF sector, since it is produced in fully automated plants, unlike plywood, which is labor-intensive. Known for its high-quality MDF products, Century Plyboards is a significant player in the Indian market, focusing on innovation and sustainability. MDF is made from recycled wood fibers, making it an environmentally friendly option. As sustainability becomes a greater concern, the demand for eco-friendly products like MDF is increasing. Despite its advantages, MDF faces stiff competition from plywood, which is traditionally preferred for its strength and durability. Stricter environmental regulations regarding formaldehyde emissions and the use of wood-based panels can pose challenges for the industry. Further, MDF products manufactured in India face fierce competition from cheaper imports which curtail the growth of domestic players. The pricing difference between imported MDF products and domestic products has widened to 20-25% from 9-10% earlier, resulting in increased volatility in the margins of domestic players. Despite these challenges, the future of the MDF industry in India looks promising with continuous growth expected over the next few years.

The particle board sector is growing at a steady pace on account of rising domestic demand and growing consumption in furniture sector. Significant growth in the construction of homes on account of rapid urbanization and the rising global population represents one of the key factors fueling the market growth. This, along with the growing working population, changing trends of modern offices, growing awareness about the eco-friendly nature of particle boards among end users, is positively influencing the demand for particle boards in commercial establishments. To make the most of the growing demand in this segment, Century Plyboards has already taken up expansion of its particle board capacities.

The postponement in enforcing the Bureau of Indian Standards (BIS) regulations concerning Plywood, MDF and particleboard could potentially hamper the industry's growth trajectory. According to the Department for Promotion of Industry and Internal Trade (DPIIT), Ministry of Commerce, the revised implementation date is set for 11th February, 2025. This extension may lead to heightened imports, consequently constraining the volume and profit margins of domestic manufacturers in the near future.

The Indian decorative laminates market is estimated to register a CAGR of 5% during the next five years. Decorative laminates are mostly used for furniture applications in India. Moreover, structural requirements like wall and flooring applications also constitute the demand for decorative laminates. The country's growing residential construction and rising income levels are major growth contributors to the demand for decorative laminates. Century Plyboards has already geared up with additional capacities and product portfolio in the laminate segment to cater to the needs of both the domestic and international customers.

Looking ahead, the Company maintains a positive outlook for the wood panel industry, driven by the ongoing recovery in the real estate sector and consumer shift towards branded products.

The first phase production comprising of laminates and MDF at the newly set-up unit of the Company's wholly owned subsidiary Century Panels Ltd. in Andhra Pradesh has successfully started its commercial production on 12th January, 2024 and 27th March, 2024 respectively. The Company aims to develop this project as the largest integrated wood panel manufacturing unit, covering Laminates, MDF and Plywood with investments of more than H1500 Crore in a phased manner.

The Company has also 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 Gummidipoondi in Tamil Nadu at a CAPEX of about H550 Crore. The same is proceeding at a steady pace and is expected to be completed within third quarter of FY 2024-25. The Company's plans for setting up and operating a MDF and Particle Board manufacturing unit under its subsidiary Century Panels Ltd. in Uttar Pradesh had got on hold in view of the order of the National Green Tribunal which had quashed all provisional licenses issued by the Uttar Pradesh Government for establishing new wood-based industries in the State. The Hon'ble Supreme Court, in one of its judgement, had set aside the order passed by the National Green Tribunal and upheld the decision of the Uttar Pradesh Government to grant licenses to new wood-based industries and the provisional licenses given in pursuance thereof were reinstated. In view of this, the Company is considering revisiting its decision for setting up manufacturing facilities in Uttar Pradesh, which was earlier put on hold. The Company is presently carrying out a preliminary feasibility study and has begun acquisition of adequate land as may be required for setting up manufacturing facilities at Sitapur District in Uttar Pradesh. The product/(s) line that would be most appropriate for manufacturing at this location is yet to be finalised.

The last few years have witnessed a sea change in customer behaviour and lifestyle. Customers are now looking at brands to amplify their style quotient and enhance their personality. They are aligned with global trends and exposed to international styling. In order to cater to such consumers, the Company has come out with a new range of designer laminates which have been co-created in association with fashion designer Manish Malhotra. With this, the Company wants to innovate and change the way laminates have looked for ages. Instead of making incremental changes, the Company chose to unveil designs that will radically redefine the decorative space. The 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, being undertaken by the Company's wholly owned Subsidiary Century Ports Ltd. is progressing at a steady pace and is expected to be completed and operational within the last quarter of FY 2024-25. The Company had emerged as the top bidder to modernise and mechanise a cluster of six berths in Calcutta's Khidderpore Docks, marking a major milestone in private sector participation in the city's century old port operation. Concession Agreement for this project has also been executed. 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, Century Ports Limited has completed condition precedents as set out in concession agreement and have been provided "Award of the Concession" by Syama Prasad Mookerjee Port, Kolkata. Master planning for the project has also been completed and orders for necessary equipment have been placed. Century Ports Ltd. is also exploring possibilities of further deepening its presence in this segment.

During the year, Century CFS has also taken over 15971 SQM land at Block D & E 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). Century CFS has also taken over 20782.759 SQM of land at U & T Block near Sonai to augment its cargo handling capacity as well as becoming one of the largest lessee of Syama Prasad Mookerjee Port, Kolkata. Consequent upon the Scheme of Arrangement becoming effective on 18th March, 2024, entire operations of Century CFS including the aforesaid expansions now stands transferred to and vests in the Company's wholly-owned subsidiary Century Infra Ltd.

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2024.

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, 2024, your Company had following 13 subsidiaries and 4 step-down subsidiaries:

• Auro Sundram Ply & 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.

• Pacific Plywoods Pvt. Ltd.

• Century Ply (Singapore) Pte. Ltd.

• Century Gabon SUARL

• Asis Plywood Ltd.

• Century Ply Laos Co. Ltd.

• Century Huesoulin Plywood Lao Co., Ltd.

• Century Adhesives & Chemicals Ltd.

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. There has been no material change in the nature of the business of the subsidiaries. During the year and till date the following changes have taken place with respect to subsidiary Companies:

• Your Company acquired the entire shareholding in Pacific Plywoods Pvt. Ltd., thereby making it a wholly-owned subsidiary of the Company with effect from 8th August, 2023.

• The Board of Directors approved to dispose of the Company's investments in Century Ply (Singapore) Pte Ltd. (CSPL). The Company had estimated and recognised impairment loss of H1960 Lac during the year in the carrying amount of its investment in the aforesaid foreign subsidiary. The Company has completed disposal and transfer of its entire stake in 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.

Your Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding financial year or has generated 10% of the consolidated income of the Company during the previous financial year.

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries during the year under review.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand.

The Company's wholly owned Subsidiary, Century Panels Ltd. has commenced commercial production of laminate and MDF at its manufacturing facility at Gopavaram, Kadapa District in Andhra Pradesh.

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. Century Infra Ltd. was incorporated for the purpose of subsidiarisation/ transfer of Company's logistics business comprising of CFS services on a going concern basis. Consequent upon the Scheme of Arrangement becoming effective on 18th March, 2024, entire operations of Century CFS stood transferred to Century Infra Ltd.

Pacific Plywoods Pvt. Ltd. has acquired some land which it has let-out. Century MDF Ltd. and Asis Plywood Ltd. are presently not operational.

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.

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. 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.

In accordance with Regulation 16(1)(c) of Listing Regulations, your Company has adopted a policy for determining material subsidiaries. The Policy aims to Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The Policy is hosted on the website of the Company under the web link: https://www.centuryply. com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf. The Company does not have any material subsidiary Company.

During the year under review, the affairs of the subsidiaries were reviewed by the Board, inter alia, by the following means:? Financial statements of the subsidiary companies are reviewed by the Company's Audit Committee.

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

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

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

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

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

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 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 2023-24 along with Auditor's Report thereon forms part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Boards.

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

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

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31st March, 2024, 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.

The aggregate of loans, guarantees given and investments made by the Company in accordance with Section 186 of the Companies Act, 2013, does not exceed the higher of sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account.

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 and Listing Regulations. The 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. The Policy intends to regulate transactions between the Company and its Related Parties based on applicable laws and regulations and also sets out the mechanism for identification, approval, review and reporting of such transactions.

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2023-24, were on an arm's length basis and not ‘material'. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its stakeholders. These transactions were, inter-alia, based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. During the year, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were planned/ repetitive in nature or unforeseen in nature, were approved through omnibus route. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. There are no materially significant transactions with related parties which may have a potential conflict with the interest of the Company at large.

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

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

During the Financial Year 2023-24, 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.

M/s. Singhi & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting after completion of two terms of five years each. The Board of Directors, on recommendation of the Audit Committee, has recommended appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having 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 to be held in 2024 till the conclusion of the 48th AGM to be held in the year 2029.

A resolution proposing appointment of M/s. S. R. Batliboi & Co. LLP as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 would be put up for approval of the shareholders at the ensuing Annual General Meeting. M/s. S. R. Batliboi & Co. LLP have given their consent to act as Statutory Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013. 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 hold a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until conclusion of the forty-eighth Annual General Meeting of the Company and to fix their remuneration.

The Board placed on record its appreciation for the services rendered by M/s. Singhi & Co. as the Statutory Auditors of the Company.

The Statutory Auditors' Report "with an unmodified opinion", given by M/s. Singhi & Co, on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2024, 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.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, your Company had appointed M/s MKB & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure ‘3'. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on 27th September, 2023, inter alia, confirmed re-appointment of Sri Amit Kiran Deb (DIN: 02107792) for a second term of five years from 1st October, 2023 to 30th September, 2028 as Independent Director on the Board of the Company, notwithstanding his attaining the age of 75 years on 26th December, 2023.

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 be a Director on 31st March, 2024 upon completion of his second term as Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

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. Keeping the same view and based on recommendation of Nomination and Remuneration Committee, the Board of Directors, through a Circular Resolution passed on 7th March, 2024, subject to approval of the shareholders, appointed Sri Pramod Agrawal (DIN: 00279727) as an Additional Director in the Independent category, not liable to retire by rotation, with effect from 1st April, 2024 for a term of five years ending on 31st March, 2029. The Company had received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Sri Pramod Agrawal for the office of Independent Director of the Company.

The Company had also received from Sri Pramod Agrawal-(i) consent to act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (1) and (2) of Section 164 of the Companies Act, 2013; (iii) declaration to the effect that he meets the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act, Rules made thereunder and under the Listing Regulations; (iv) declaration to the effect that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs; and (v) declaration to the effect that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

Sri Pramod Agrawal has also confirmed that the directorships held by him are within the limits as prescribed under the Act and Regulation 25 of the Listing Regulations. Approval of the Members by way of Special Resolution, was sought through Postal Ballot/ e-voting for appointment of Sri Pramod Agrawal as an Independent Director, not liable to retire by rotation, with effect from 1st April, 2024 for a term of five years ending on 31st March, 2029 and the same was approved by requisite majority on 16th April, 2024, being the last date specified for E-voting.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board's report. The first term of Sri Naresh Pachisia (DIN: 00233768) as an Independent Director of the Company got completed on 31st March, 2024. The Board of Directors at its meeting held on 2nd February, 2024, after considering the recommendations of the Nomination and Remuneration Committee and on the basis of his performance evaluation and his consent and subject to approval of the shareholders, recommended re-appointment of Sri Naresh Pachisia for a second term of five years from 1st April, 2024 to 31st March, 2029 as Independent Director on the Board of the Company. The members of the Company, by way of a Special Resolution passed through Postal Ballot/ e-voting, approved the reappointment of Sri Naresh Pachisia as an Independent Director, not liable to retire by rotation. The resolution was approved by requisite majority on 12th March, 2024, being the last date specified for E-voting.

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 and save and except one transaction as detailed in Note no. 38(b) of the Notes to the Financial Statements.

Your Company believes that having a structured programme for orientation and training of the Independent Directors enables them to better understand the Company - its operations, business, industry and environment in which it functions. The familiarisation aims to provide insights into the Company and the business environment in which it operates. It enables the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company's context and to lend perspective on its strategic direction. Your Company has a well-defined familiarization programme in line with the requirements of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013. A detailed overview of the Company's familiarisation program can be accessed through web-link: https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

On 2nd February, 2024, the Company conducted a familiarization programme for all its Independent Directors, wherein a visit to the Company's manufacturing facility at Bishnupur, West Bengal was organised. The Independent Directors were given an overview of the plant operations, production processes, important raw materials, finished goods, health and safety measures together with environmental concerns. Independent Directors had an opportunity to have interactions with HODs of various departments and functions including HR and marketing. The details of the familiarisation programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report and can also be accessed on the website of the Company at https:// www.centuryply.com/investor-information/familiarisation-program/Familiarization-Programme-Details_2023-24.pdf Your company has established thorough induction procedures for incoming Board members. These processes are designed to acquaint them with the Company, its Board and management, operational practices, and corporate culture. Additionally, new members are introduced to the organizational and governance framework, including principles, codes of conduct, and key policies. They gain insight into the Board's operational methods, formal protocols for information exchange between the Board and management, as well as the roles, responsibilities, and disclosure requirements of directors. Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom at all times to interact with the Company's management. Directors regularly interact with the senior management personnel to acquaint themselves with all important matters and proactively provide with relevant information, news, views and updates on the Company and sector. A formal letter of appointment is issued to Independent Director, inter-alia, setting out his / her role, function, duties and responsibilities. The Chairman and Managing Director also have a one-to-one discussion with the newly appointed Director to familiarize him / her with the Company's operations. The newly Independent Director to the Board are provided an induction-cum-familiarization kit containing Memorandum and Articles of Association of the Company, organisational structure, set of major statutory and internal policies of the Company, Board and Committee structure and details about the Company's subsidiaries. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director.

Your Company believes that a Board which is well informed will contribute significantly to management of current and potential strategic issues. In pursuit of this, your Company endeavors to regularly update the Independent Directors by providing them with necessary presentations, documents, reports, internal policies and updates to familiarise them with the Company's business, policies, procedures and practices at various Meetings held during the year. Periodically, the Directors were empowered with the knowledge of the latest developments with respect to significant amendments in the Companies Act and SEBI Regulations and implication thereof.

Your Company hosts site visits to the Company's factory locations for the Independent Directors to enable them to understand the operations of the Company. Apart from in-house programme, the Independent Directors are also encouraged to participate in various training sessions to update and refresh their skills and knowledge.

The Board of the Company is broad-based and consists of eminent individuals from industrial, managerial, technical, financial and administrative backgrounds. The composition of the Board represents a good and diverse mix of professionalism, knowledge and experience. In the opinion of the Board of Directors of your Company, the Independent Directors comprise persons of high repute and possess relevant expertise and experience in their respective fields. They demonstrate highest level of integrity while maintaining confidentiality and identifying, disclosing and managing conflict of interest.

There has not been any appointment/ retirement/ resignation of Non-independent Directors during the Financial Year ended 31st March, 2024.

In accordance with Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani (DIN: 01006268) and Sri Keshav Bhajanka (DIN: 03109701), 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.

Shri Rajesh Kumar Agarwal (DIN: 00223718) was reappointed as an Executive Director of the Company for a further period of five years from 9th February, 2024 to 8th February, 2029. His re-appointment was approved by the Members of the Company by way of Special Resolution passed through Postal Ballot on 12th March, 2024. The Shareholders at the 42nd Annual General Meeting held on 27th September, 2023 approved re-appointment of Sri Prem Kumar Bhajanka (DIN: 00591512) and Sri Vishnu Khemani (DIN: 01006268) as Managing Directors of the Company for a further period of five years with effect from 1st August, 2023.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31st March, 2024.

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

During the year, the Board met four times, i.e., on 15th May, 2023, 4th August, 2023, 8th November, 2023 and 2nd February, 2024. The details of these Meetings are given in the Corporate Governance Report forming part of the Annual Report.

During the year under review, the Independent Directors met once on 2nd February, 2024 without the presence of Non-Independent Directors and members of the Management inter alia to:

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

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

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

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

Statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure ‘4' forming part of this report.

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

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2024 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, 2024 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, 2024 on a ‘going concern' basis; (v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

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

Centuryply has come a long way in adopting some of the key principles of Corporate Governance like Frugality, Integrity, Excellence, Teamwork, Empowerment, Speed and Energy, Change friendly, Caring and Sharing. Our undeterred adherence to the ideals of trust, respect, integrity and openness is what holds us steady amid challenging business contexts and landscapes. The Company strives to uphold the principles and standards of corporate governance, ensuring transparency, integrity, and accountability in its operations. These elements are essential in realizing its vision of "Sarvada Sarvottam - The Best Always." The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct. Your Company is committed to adopt best Corporate Governance practices to boost long-term shareholder value without compromising the rights of the minority shareholders.

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, 2024 along with a Certificate issued by M/s. MKB

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

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2024, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

Your Company understands that risks are an unavoidable component of business. Risk Management is an attempt to identify and then manage threats that could severely impact or bring down the organisation. The Company is aware that a thorough risk management system is necessary in the face of evolving risks propelled by market volatilities and other external factors. Your Company has in place a robust risk management framework to minimise the adverse consequence of risks on business objectives of the Company. Our risk management framework ensures identification of emerging risks and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company's long-term goals. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company is conscious of how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives. It is designed to manage rather than eliminate the risk of failure to achieve business objectives and provides reasonable and not absolute assurance against material misstatement or loss. Your Company's approach is to ensure that risk management is applicable across the organization and that risks are measured against their potential impact and likelihood. Acknowledging the multi-dimensional nature of risks, which are contingent upon both internal and external factors, the Company adopts a comprehensive approach to address them.

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.

The Company's internal controls are commensurate with the nature of its business, the size and complexity of its operations. These 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 understands that a strong internal control framework is imperative to carry on business in an orderly and efficient manner. In this context, 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 2023-24. Based on its evaluation, the Audit Committee was of the view that, as of 31st March, 2024, 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. 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. We are committed to continually evaluating and strengthening our internal control environment to adapt to evolving risks and challenges. Through regular assessments and audits, we gauge the adequacy of our internal controls, identifying areas for improvement and implementing corrective measures where necessary. Our emphasis on internal controls underscores our dedication to maintaining transparency, accountability, and sound governance practices, thereby safeguarding shareholder interests and bolstering long-term sustainability.

M/s. Singhi & Co., the Statutory Auditors of the Company have audited the Financial Statements of the Company included in this Annual Report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act, 2013). As per the Report, the Company has, in all material respects, an internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2024 based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

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, 2024.

The performance evaluation of the Board as a whole, its Committees and that of individual Directors (including the Chairman) for the financial year 2023-24, was carried out internally pursuant to the Company's ‘Board Evaluation Policy'. The Independent Directors at their separate Meeting held on 2nd February, 2024, 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 2nd February, 2024, carried out evaluation of performance of all Independent Directors.

The Board, at its meeting held on 2nd February, 2024, 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 board meetings were well run and the members of the Board acted with sufficient diligence and care. 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. He demonstrated efficient leadership abilities by providing his continuous guidance to the Board with the objective of creating long term value for the Company's stakeholders. The Chairman follows utmost professionalism and objectivity in decision making.

Information is provided to the Board and Committee Members on a continuous basis for their review, input and approval from time to time. The Independent Directors reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees and unanimously opined that the same is proper, adequate and timely. The Directors freely interact with the Management on information that may be required by them.

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

The Board Committees serve as fundamental pillars of Corporate Governance, functioning as vital extensions of the Board's oversight and decision-making responsibilities. The Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted to enhance the objectivity and independence of the Board's judgement and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Company Secretary officiates as the Secretary of these Committees. The Board has constituted the following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

? Audit Committee

? Nomination and Remuneration Committee? Stakeholders Relationship Committee? Risk Management Committee? Corporate Social Responsibility Committee

? Share Transfer Committee? Finance Committee

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

Your Company has a Board approved Remuneration Policy applicable to all its Directors, Key Managerial Personnel and Senior Management Personnel. As required under Section 178(3) of the Companies Act, 2013, the said Policy enumerates the criteria for their appointment and remuneration on the basis of their qualifications, positive attributes and other matters. Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Board's report. Accordingly, the Remuneration Policy of the Company has been made available on the Company's website at https://www.centuryply.com/codes-policies/Remuneration-policy.pdf. The same is also appended as Annexure ‘5 to this Report. During the year under review, there was no change in the Company's Remuneration Policy.

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.

The Nomination and Remuneration Committee (‘NRC') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence, prior to making recommendations of their nomination to the Board.

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

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

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

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

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board which has an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective. Your Company believes that attracting, recruiting and retaining a diverse team at the Board level will enhance Company's reputation and help the Company in furtherance of its objectives. Your Company has over the years been fortunate to have eminent people from diverse fields as Directors on its Board. The Company believes that a truly diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitive advantage.

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

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

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

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

Your Company encourages honesty from and among its Employees and promotes ‘zero tolerance' towards corruption, illegal and unethical behaviour. Your Company's Whistle Blower Policy/ Vigil mechanism provides a channel to the Employees and Directors of the Company to report genuine concerns about unethical behaviour, actual or suspected incidents of fraud or instances of leakage/suspected leakage of unpublished price sensitive information or violation of the Company's Code of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. During the Financial Year ended 31st March, 2024, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The constantly evolving landscape of risks necessitates that every organization establish a robust risk management process to address multi-dimensional risks proactively and comprehensively. At Centuryply, we integrate risk management into our day-to-day decision-making processes across various functions and foster a culture that is aware of risks, yet balanced in its approach to opportunities. We continually assess risks and opportunities to ensure that our business strategy remains aligned with both internal and external environments. Our robust risk-management framework facilitates informed and responsible risk-taking through systematic and proactive identification, assessment, treatment, monitoring and reporting of risks. The Board and senior management provide strong oversight for the entire risk management program. Your Company's policy on Risk Management is designed to minimise the adverse consequence of risks on business objectives of the Company. The Risk Management Policy articulates the Company's approach to address uncertainties in its endeavours to achieve its stated and implicit objectives. Risk Management is an attempt to identify and then manage threats that could severely impact or bring down the organisation.

We have a structured risk management process, which is overseen by the Risk Management Committee. The Company's RiskManagementCommitteeisentrustedwiththeresponsibility 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 risk management framework is reviewed periodically by the Board and the Audit Committee. 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.

Our company prides itself on being an equal opportunity employer, adhering to a gender-neutral approach in both recruitment and task allocation. We are steadfast in our commitment to cultivating a workplace culture where every individual, irrespective of gender, is empowered to work with confidence, knowing they will be treated with the utmost dignity, respect, and shielded from any form of harassment. The Company has adopted a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder to counter any potential harassment or discrimination against women, resulting in their economic empowerment and inclusive growth. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Company's website, www. centuryply.com. The Company continuously invests in enhancing the awareness on the Policy across its workforce. Further, the Company has complied with the provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received on sexual harassment. The ICC comprises of internal members and an external member who has extensive experience in this field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Aggrieved women may report complaints to the ICC formed for this purpose or to any member thereof or to the location head, who is also a member of the ICC.

During the year, no complaint regarding sexual harassment was received.

Your Company is deeply committed to driving superior value creation for all its stakeholders. It continuously focuses on sustainable returns, through an appropriate capital strategy for both medium term and longer term value creation.

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 has been appended as Annexure ‘6' to this Report and is also available on the Company's website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

The intent of the Policy is to broadly specify the parameters (internal, external, financial, etc.) that the Company would take into consideration for the purpose of ascertaining the amount of dividend to be declared. Our dividend distribution policy is aimed at sharing prosperity with shareholders subject to maintaining an adequate chest for liquidity and growth. The Policy sets out the circumstances and different factors for consideration by the Board at the time of taking a decision on the distribution or retention of profits, in the interest of providing transparency to the Shareholders. The Policy, inter alia, specifies the external and internal factors including financial parameters that need to be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

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. Pursuant to the amendments in Listing Regulations, the Policy was revised and adopted by the Board of Directors of the Company at its meeting held on 4th August, 2023. The Policy is available on the Company's website at https://www. centuryply.com/codes-policies/CPIL-Policy-for-Determination-of-Materiality.pdf.

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

Your Company has a documented Code of Conduct for members of its Board and for Senior Management Personnel. It is in alignment with Regulation 17(5) of the Listing Regulations and details thereof have also been included in the Corporate Governance Report forming part of this Annual Report. The Code entails our values of maintaining integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect and avoidance of practices like bribery and corruption. The Code intends to follow an ethical and transparent process in managing the affairs of the Company and thereby reinforces the trust and confidence reposed in the Management of the Company by all its stakeholders. The Code of Conduct can be accessed at the website of the Company at https://www.centuryply.com/codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf All members of the Board and Senior Management Personnel have affirmed compliance with the ‘Code of Conduct for Directors and Senior Management Personnel' for the financial year 2023-24. 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.

In compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has instituted a ‘Code of Conduct to regulate, monitor and report trading by Designated Persons', which advises them on procedures to be followed and disclosures to be made while dealing in shares of the Company and cautions them on the consequences of violations. No violations have been reported during the year. This Code is applicable to all the Promoters, Directors and such other persons defined as designated persons as well as to their immediate relatives as well.

The key objective of the Code is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and promote transparency and fairness in dealings in the securities of the Company. The Code prohibits and deters the Promoters, Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code was amended on 5th August, 2024 and is available on the website of the Company, www.centuryply.com. The Company Secretary of the Company acts as the Compliance Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

The Designated Persons of the Company have provided annual disclosure of their shareholding and other information in the format prescribed in the Code.

Embedded within our ethos of good corporate citizenship, our Company is deeply committed to enhancing the quality of life within the communities where we operate, with a particular focus on local areas. We recognize the importance of fostering sustainable development and long-term stakeholder value creation. Therefore, we prioritize the interests of our key stakeholders, including communities, especially those from socially and economically disadvantaged groups, the underprivileged, and marginalized populations. Our Company has a longstanding tradition of philanthropy and community service, reflected in our proactive initiatives under Corporate Social Responsibility (CSR). Even prior to its mandate under the Companies Act, 2013, we have been steadfast in our dedication to making a positive impact on society through our CSR endeavors. We treat CSR not as an obligation but as the very core of why business exists – to eventually share the wealth for the prosperity of our communities. The CSR activities of the Company encapsulate a large gamut of social activities including promoting education, including special education and livelihood projects, creating employability, enabling access to quality primary health care services, disaster relief measures and environmental protection, with an emphasis on local areas around our business operations.

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 H955.72 Lac which was higher by H59.08 Lac than that statutorily required to be spent. The Company also has an amount of H7.61 Lac and H54.77 Lac resulting out of excess spending in FY 2021-22 and FY 2022-23 respectively, available for set off in succeeding financial years. The excess spending of H71.03 Lac pertaining to FY 2020-21 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 2023-24 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. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in conformity with CSR objectives and policy of the Company and in compliance with Section 135 of the Companies Act, 2013.

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, 2024, 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 ‘7' to this Report.

Your Directors have provided Business Responsibility and Sustainability Report for the FY 2023-24, which is mandatory for the top 1000 companies by market capitalization in terms of Regulation 34(2) of the Listing Regulations. The Company's Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure ‘8' to this 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.

As a publicly listed company, we recognize that our accountability extends beyond our shareholders' interests in terms of revenue and profitability. We acknowledge our responsibility to the broader society, which is also a stakeholder in our operations. At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of our operations on the environment. The Business Responsibility and Sustainability Report is one of the avenues to communicate the Company's obligations and performance to all its Stakeholders. In response to evolving business dynamics, we have established a structured ecosystem to confront emerging challenges and capitalize on new opportunities, all while contributing to a more sustainable world. Sustainable development is deeply ingrained in our business strategy. Centuryply takes pride in its commitments towards protecting the environment, delivering on its social responsibilities and good governance. The Company has always believed in the power of partnerships to unlock long-term value for its stakeholders, in a responsible manner. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. In view of the recent changes in the Listing Regulations, the Business Responsibility Policy was restructured into Business Responsibility and Sustainability Policy and the same can be accessed at https://www.centuryply.com/codes-and-policies/BRS-Policy_ CenturyPly.pdf. The focus is on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders while also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

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.

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

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

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

Your Company supports and welcomes the ‘Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, permitting electronic dissemination of notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/Depository Participant(s).Your Company sends notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). In line with the Circulars issued by MCA and SEBI, the Company had circulated Notices and Annual Report of the Company for the financial year ended 31st March, 2023 only through email to all those Shareholders who had registered their email address for the said purpose. With reference to the relaxation provided by MCA and SEBI, Companies have been dispensed with the printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the Financial Year ended 31st March, 2024 would also be sent only through e-mail to the Shareholders. Members can access all the documents relating to Annual General Meeting from the Company's website at centuryply.com/investors-new/investor-information.

We would greatly appreciate and encourage Members who have not yet registered their e-mail address to register their e-mail address with their Depository Participant in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically. Members requiring physical copies can send a request to the Company.

At Centuryply, we believe our people are our most important capital. It is our constant endeavour to maximise our value proposition for them and strengthen our global human capital management. To ensure this, concerted efforts are directed towards building a safe and stimulating work environment. This also empowers employees from diverse backgrounds realise their full potential. Our people are central to our mission. Centuryply fosters an inclusive and diverse work environment and a culture of high performance. This builds accountability and ownership, supports creative thinking and ensures continuous innovation.

During the year under review, your Company has been officially certified as a "Great Place to Work". 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 cornerstone of our Company's Human Resource management philosophy lies in empowering employees to enhance productivity, efficiency and their integral role within the organization. We are dedicated to fostering a collaborative work environment that prioritizes learning and growth, enabling employees to reach their full potential. We strive to strike a harmonious balance between achieving business objectives and nurturing our talent pool to fortify the organization's competitive edge. Our unwavering focus remains on ensuring that we have the right individuals equipped with the requisite skills to drive value for the business. The industrial relations have largely remained positive across all locations. The enthusiasm and unwavering dedication of our employees have enabled our Company to maintain a leading position within the industry and consistently surpass lofty targets.

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. The Company has a robust performance evaluation process through which individual goals are aligned to organizational goals so that individuals and the organisation grow in tandem. In our quest to remain robust and competitive in people processes your Company in partnership with Mercer Mettl introduced Psychometric Assessments for lateral hiring at various levels.

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.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure ‘9' to this report.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2024.

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

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

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 H2,86,935 /- in respect of Members whose dividend were unpaid/ unclaimed for the Financial Year 2015-16 (Interim dividend). Further, your Company has also transferred 15,725 shares held by 24 shareholders to the demat account of IEPF authority. To date, on this account, a total of 114264 shares held by 447 shareholders have been transferred by the Company to the IEPF authority.

The Company had communicated to all the concerned shareholders individually whose shares were liable to be transferred to IEPF, requesting the shareholders to claim their dividends in order to avoid the transfer of shares/dividend to the IEPF. The Company had also given newspaper advertisements, before making such a transfer. In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply.com, information on dividends which remain unclaimed with the Company as on the date of close of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

Members are requested to note that the unclaimed dividend amount for the Financial Year ended 31st March, 2017 will be due for transfer to IEPF on 1st October, 2024. In view of this, the Shareholders who have not claimed the dividend for this period and for subsequent periods, are requested to lodge their claim with the Company.

Members are requested to note that, both the unclaimed or unpaid dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed, to the Company, along with requisite documents enlisted in the said form. For detailed procedure, shareholders may refer Rule 7 of the IEPF Rules.

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

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

The Directors appreciate and value the contribution made by every member of the Centuryply family. Our consistent growth has been possible by their commitment, solidarity, dedication and the tireless efforts. To them goes the credit for the Company's achievements and realization of new performance milestones.

The Board conveys its appreciation to the Banks, Central and State Governments and their Departments, the Local Authorities, Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory bodies for their continued guidance and support and look forward to their continued assistance in future.

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors and other stakeholders during the year. The trust and confidence reposed by the customers in the Company and its products is especially cherished. The Company looks upon them as partners in its progress and has shared with them the rewards of growth.

Your Directors extend their sincere gratitude to the front-line workers and the exceptionally talented employees of Centuryply, whose dedication and expertise have been instrumental in propelling our Company to new heights year after year. They also express their heartfelt appreciation for the invaluable contributions made by employees at every level, commending their exceptional competence, unwavering dedication, and steadfast commitment to the success of our Company.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfilment of its corporate vision.