Centenial Surgical Suture Ltd

Dear Shareholders,

The 30^th Annual Report of the Company together with the audited financial statements of the Company for the year ended March 31, 2025.

1. Operating Results

The operating results of the Company for the year ended March 31, 2025 :

Rs. in Lakhs

We are unfortunately falling behind the projected pace for achieving our target of operating income for 2024 - 2025. Having acknowledged this reality head-on, I would like to analyse the business environment for fiscal 2025 - 2026, the results achieved over the past, and the challenges that have emerged. In fiscal 2024 2025, our business environment was significantly impacted by uncertainties surrounding economic outlook, shifts in market dynamics due to oversupply, and intensifying competition from the rising technological capabilities of emerging enterprises in the rest of our country and the suture industry in INDIA is increasingly facing challenges to its traditional technological supremacy.

Our core managerial team has excellent medical device industry experience and most of them have been associated with our Company since its formative years. CENTENIAL is committed to working closely with our suppliers and making far-reaching changes across our value chain by encouraging our business partners, suppliers and hospitals, nursing homes to adopt responsible and sustainable practices. However, we are confident that our integrated capabilities and execution brilliance will continue to drive our brand CENTENIAL prominence in INDIA. Further details of operations are given in the management discussion and analysis report, which forms part of this report.

The financial year 2024 - 2025 was a tough year but again this year we reaffirmed our strong medical devices base and our team focused on sutures Absorbable and Non absorbable Sutures, yielding promising outcomes even in the face of extreme pricing and revenue pressures, intensified international competition and regulatory challenges. The competition in this business sector intensified during the year as more brands, both local and imported, entered the market to get a share of the demand. Your Company is fully committed to the global standards of excellence from design and engineering to manufacturing and service. Your Company leverages the expertise and application knowledge of the global suture requirements for cardiovascular sutures in particular, to bring advanced atraumatic needle product development to our Indian Surgeons. Continuous innovation in the areas of design, research and development of atraumatic needle, simulation and validation, testing and services, are the key value creation driver for our company. Within the cardiovascular division, Centenial offers a wide range of product codes which includes over 300 codes produced catalogue that cover applications for CABG. Your Company enjoys deep manufacturing capabilities and know-how in Cardiovascular Sutures, materials and atraumatic needles, that makes it a trusted partner. Quality is of paramount importance for your Company. It has always been your Company's goal to consistently ensure high quality and product safety in all applications. As a part of CENTENIAL's strategy, your Company has also widened the scope of quality to include two additional aspects efficiency and reliability. Your Company has achieved continuous cost and efficiency improvements. At the same time, your Company aims for better synchronised control, capacity utilisation, and optimised logistics.

Despite these circumstances, the CENTENIAL growth domains have continued to show steady progress, as reflected in our growth rates for the past five years. However, we must acknowledge that the overall pace is somewhat behind our initial plans. The suture business, in particular, has encountered challenges such as increased competition making the return to a growth trajectory an urgent priority. However, external factors such as the price rise in raw materials, changes in domestic market dynamics due to oversupply have so far prevented us from reaching the desired level. Moving forward, we recognise the need to accelerate the phase of restructuring to swiftly enhance and stabilise profitability.

The quality and safety of our products are critical to our business and the Company's reputation of its brands, form the foundation of our relationships with SURGEONS and suppliers. Many of our brands have country wide recognition and our financial success is directly dependent on the success of our brands. The success of our brands can suffer if our marketing and advertising plans or product initiatives do not have the desired impact on a brand's image or its ability to attract confidence in our SURGEONS. Our market environment is highly competitive with international, regional and local competitors. In many of the markets and industry segments in which we sell our products, we compete against other products. Additionally, many of the product segments in which we compete are differentiated by price tiers. We are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position.

The medical device industry is highly competitive. CENTENIAL competes with many domestic and foreign medical device companies ranging from small start-up enterprises that might sell only a single or limited number of competitive products or compete only in a specific market segment, to companies that are larger and more established than us, have a broad range of competitive products, participate in numerous markets, tenders and have access to significantly greater financial and marketing resources than CENTENIAL. In addition, the medical device industry is characterized by extensive product research and development and rapid technological advances. The future success of our business will depend, in part, on our ability to design and manufacture new competitive products and enhance existing medical devices / products. Our medical devices / product development efforts may require us to make substantial investments. There can be no assurance that we will be able to successfully develop new medical devices / products, enhance existing medical devices / products or achieve market acceptance of our medical devices / products, due to, among other things, our inability to identify viable new medical devices / products; maintain sufficient liquidity to fund our investments in development of medical device / product ; obtain adequate intellectual property protection; gain market acceptance of new medical devices / products; or successfully obtain regulatory approvals from CDSCO. In addition, our competitors currently may be developing, or may develop in the future, medical device / products that provide better features, clinical outcomes or economic value than those that we currently offer or subsequently develop. Our failure to successfully develop and market new medical devices / products or enhance existing medical devices / products could have a material adverse effect on our business, financial condition and results of operations.

Your Company has been vigorously working to keep its surgeons abreast of technological advancements through revamp and upgradation of atraumatic needles with latest technology so as to ensure better sustainability. Your Company is working on a range of new atraumatic needles and combinations of atraumatic needles and sutures, products and services to consistently exceed SURGEONS expectations. This year CENTENIAL also emphasised on training its employees in PRODUCT THINKING for better and newer ways of marketing so as to foster a culture of innovation and substantial progress. We already have a capable organization with immense trust and loyalty of our surgeons. As we move ahead in our journey, we may need swift adaptation and tough decisions, especially for evolving to a product portfolio that is more focused on latest atraumatic needles innovation. As we look ahead, we see a year of continuing challenges but at the same time we are geared up to make the company more efficient, to take on the current and future competitive challenges. We are convinced that your support and cooperation will strengthen CENTENIAL. I would also like to express my appreciation to each of you, for your support and understanding as we move on into the new financial year with great hope.

I have repeatedly emphasized that the key players in executing these strategies are our employees. No matter how excellent the strategies may be, they cannot be realized without the commitment of the employees who carry them out. Particularly in building a solutions-based business model, it is crucial to shift the mindset of our employees from the traditional daily approach to a multifaceted perspective that drives the creation of new businesses. Through daily communication with our employees, I sense that an awareness of the need to take on new challenges is gradually taking shape, but the concrete steps to translate this awareness into action are still ahead of us. We as a company must continue to provide clear direction in this regard. Another important point is to expand this mindset in INDIA. To support this effort, we are holding business meetings to solicit proposals for new hospital businesses and medical devices / products, focused primarily on our existing businesses, inviting ideas from all our overseas suppliers and the winning ideas will receive support for commercialisation under the business division. I believe this initiative will not only provide an opportunity for each individual to meet the spirit of challenge and experience success, but also foster connections among our employees. In addition, we have strengthened our human resources strategy by introducing Workday integrated human resources platform that enables us to manage the data of our employees. I believe this has laid the groundwork for fully leveraging our company's resources to execute our strategies of accelerating business portfolio transformation and building solutions-based business models.

In addition to the initiatives already mentioned, we will continue to invest in measures to create a comfortable environment for and enhance the skills of our workforce, including measures for work style reform and reskilling. As I explained in my earlier annual reports message, these measures are designed with the intention of incorporating "the principle of fair equality of opportunity" and "the right to equal liberty," two important social principles into our organization. If we are to translate these social principles into corporate principles, it means ensuring that all employees are given equal opportunities to excel and the liberty to think freely through the establishment of an optimal work environment and the implementation of policies that recognize and encourage taking on challenges. Of course, equality does not mean uniformity. Our employees have diverse personalities and abilities, so our evaluation systems must not be one-size-fits-all. I believe that by developing systems and environments where employees from diverse backgrounds can leverage their unique strengths, we will move closer to realizing our company's ideal vision.

Years have passed since I took up the role of Chairman & CEO, I see it as my responsibility to take a sincere look back at our progress, including a review of performance, to ensure sustainable growth and enhance corporate value as we move toward our 2025 2026 goals. Since the COVID-19 pandemic eased, I have participated in discussions with our suppliers on behalf of CENTENIAL. Engaging in discussions with some of the world's leading companies has been a valuable opportunity, highlighting just how much work remains to be done. Running a company is, of course, not something that can be done by one person alone; rather, it is a long-distance relay race. To that end, we are making steady progress in key talent management, including succession planning. I believe that when the time comes to pass the baton, it should be done with the company already in a state of strong momentum. The transformation toward 2025 - 2026 is still work in progress. While the business environment has changed since last year's goals formulated, our overall direction remains the same. I believe that addressing challenges while staying true to our core focus of becoming a leading suture / medical device manufacturing company is the key to meeting our expectations.

In this challenging business environment, we expect some of these difficulties to persist long-term. However, we are making steady progress in new business development by manufacturing suture materials, raw materials for the suture material and corporate transformation, which is bringing us closer to our ideal vision. With a strong commitment to accelerating this momentum and putting our business back on a growth trajectory, we remain determined to achieve our target of operating income before special items for the year 2025 - 2026, a key milestone toward our fiscal 2025 2026 goals.

Our team enters 2025 2026 with confidence. CENTENIAL is an established leader in key growth cardiovascular suture markets, with a large and differentiated portfolio of medical devices, backed by well-respected brands. CENTENIAL have the footprint to command a meaningful presence in the Indian healthcare market, as well as the flexibility to move quickly and make sound business decisions. CENTENIAL has an exceptional track record for execution, underscored by our consistent ability to deliver steady growth in both revenues and margins. Finally, CENTENIAL has a sound strategy, a proven management and sales team, and dedicated employees. CENTENIAL moves forward committed to capitalising on these strengths to achieve our financial targets and reward the support of our shareholders. CENTENIAL stands for Quality, Reliability, Commitment, Integrity and TRUST. Further, Your Company's plant is certified by ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and medical devices are in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017. Your Company's plants at Murbad, Thane, Maharashtra has set a benchmark in terms of Quality and Productivity.

CENTENIAL stands for Quality, Reliability, Commitment, Integrity and TRUST. I am also indebted to the Highly-Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees, as always. Our values always guide us, and our history and heritage as a Company, stands for Trust, Service and High Quality.

2. Transfer to reserves

There are no transfers to any specific reserves during the year.

3. State of the company's affairs

During the year under review, your Company's total revenue from operations was Rs.5,351.62 Lakhs and net loss is at Rs.146.36 Lakhs.

4. Dividend

In order to conserve resources for the operating business, your Directors after due consideration of the financial accounts of the Company have not recommended any dividend.

5. Cash flow and consolidated financial statements

As required under Regulation 34 of the Listing Regulations, Cash Flow Statement and Financial Statement is part of the Annual Report.

6. Future prospects

The Company has started production of surgical threads and two new medical devices / products are under development and trials during the year and hopes to scale up production in the coming year 2024 - 2025.

7. Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a medical device company engaged in manufacturing surgical sutures, other medical devices and started manufacturing of surgical threads.

8. Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this section is not applicable.

9. Conservation to energy, technology absorption, foreign exchange earnings & outgo.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure C to the Directors' Report. Your Company continuous to focus on research and development activities towards the upgradation of technology, development, testing and certification of atraumatic needles and sutures for conformity to new Indian / International standards and export market.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company.

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of statement of operations procedure, instruction manuals, accounting policy and procedures.

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are NIL during Financial Year 2024 - 2025.

Transactions with related parties are in the ordinary course of business and also on arms' length pricing basis. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis. Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed from AOC 2 is appended as Annexure E to the Directors' Report.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment. The Policy on Sexual Harassment of Women is available at the website of the company: http://www.centenialindia.com/corporate.html.

Annual Return in accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at www.centenialindia.com.

The meetings of the Board of Directors are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation. During the financial year 2024 - 2025, the Board of Directors of the Company, met 05 (Five) times on April 29, 2024, May 28, 2024; August 12, 2024; November 14, 2024 and February 14, 2025. The Meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The gap between two consecutive board meetings is less than 120 days. Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 27, 2025, without the presence of Non-Independent Directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

18. Directors Responsibility Statement

In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had 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;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and, in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company. Towards the above objective, the Directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2025.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations.

The Company has not accepted any fixed deposits from the public.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure D.

The Company did not undergo any change in the nature of its business during Financial Year 2024-2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Devraj T. Poojary (DIN : 02041726), Executive Director of the Company, retires by rotation at the 30^th AGM and being eligible, offered himself for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing 30^th Annual General Meeting (30^th e-AGM).

i) Reappointment of Shri Vijay Majrekar (DIN : 00804808), Chief Executive Officer and Managing Director (CEO & MD), for a period of 03 (Three) years from October 1, 2025 to September 30, 2028 subject shareholders' approval in the ensuing 30^th e-AGM.

ii) Re-appointment to Shri Devraj T. Poojary (DIN: 02041726) Executive Director of the Company for a period of 03 (Three) years from February 1, 2026 to January 31, 2029 Subject shareholders' approval in the ensuing 30^th e-AGM.

Vijay Majrekar (DIN : 00804808), Chief Executive Officer and Managing Director (CEO & MD), Anuradha Kashikar (DIN : 00804831), Chief Finance officer and Executive Director of the Company, Devraj T. Poojary (DIN : 02041726), Executive Director and Mahima Bathwal (Membership No. ACS A35069) Company Secretary and Compliance Officer are the Key Managerial personnel of the Company as on March 31, 2025.

During the year, there was no retirement or resignation of Directors or KMP.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that: they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules Made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

During the year, five meetings of the Board of Directors were held. The details of meetings held and Director's attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Integrated Annual Report.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes / criteria while recommending the candidature for the appointment as Director.

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The details of training and familiarisation programme are provided in the Corporate Governance Report. Further, at the time of appointment of an Independent Non-Executive Director, the Company issues a formal letter of appointment outlining his / her role function, duties and responsibilities. The format of the letter of appointment is available on our website: http://www.centenialindia.com/corporate/code of_conduct/

CRISIL continued to reaffirm their rating of "BBB-/Stable" and "A3", for various banking facilities throughout the year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of two terms of five consecutive years and each such term would require approval of the shareholders. In line with the requirements of the Companies Act, 2013, Statutory Auditor M/s. Mahesh Chandra & Associates, Chartered Accountants, (ICAI Firm Registration No. 112334W) were appointed as Statutory Auditor of the Company at the 25^th AGM held on September 28, 2020 to hold office from the conclusion of the said meeting till the conclusion of the 30th AGM to be held in the year 2025. The term of office of M/s. Mahesh Chandra & Associates, as Statutory Auditors of the Company will conclude from the close of the forthcoming 30^th e-AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held on June 21, 2025 reappointed M/s. Mahesh Chandra & Associates, Chartered Accountants, (ICAI Firm Registration No. 112334W) as the Statutory Auditor of the Company to hold office for a second term of five consecutive years from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM to be held in the year 2030 and will be placed for the approval of the shareholders at the ensuing 30^th e-AGM.

The Board recommends their reappointment to the shareholders. The notice convening the 30^th AGM to be held on July 28, 2025 sets out the details.

M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit duly approved by the Audit Committee and who have issued their reports on quarterly basis.

Based on the recommendation of the Board in its meeting held on June 21, 2025, M/s. HSPN & ASSOCIATES LLP, Company Secretaries (Peer Review no: 6035/2024), is proposed to be appointed as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from financial year 2025 - 2026 till financial year 2029 - 2030 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

The Company is not required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is not required to maintain the cost records in respect of its business and accordingly such accounts and records are not made and maintained. No Cost Audit under the provisions of Section 233B of the Companies Act, 1956 has been carried out. The cost audit is applicable in the following situations:

• Overall annual total turnover of the company from all the products/services is INR 50 Crore or more; and

• Aggregate turnover from the individual product/service for which cost records are required to be maintained is INR 25 Crore or more.

• Overall annual total turnover of all the products/services should be INR 100 Crore or more; and

• Aggregate turnover from the individual product/service for which cost records are required to be maintained should be INR 35 Crore or more.

As the Company does not satisfy the above-mentioned criteria, the cost audit is not applicable and the company has taken legal steps to quash the proceedings of the Registrar of Companies, Maharashtra against the company and we do not see any financial impact in this matter.

The Auditors' Report does not contain any qualifications, reservations or adverse remarks. However, the Secretarial Audit Report contain qualification pursuant to Regulation 31(2) of SEBI (LODR) Regulations, 2015 for dematerialisation of promoter shareholding. The Company would like to inform that promoters are working to convert 600 shares of Promoters physical shareholding into demat as per Regulation 31(2) of SEBI (LODR) Regulations, 2015.

Management's Discussion and Analysis Report for the year under review, as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

33. Corporate Governance Code

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of schedule V of SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 (3) and Part E of schedule V of the SEBI (LODR) Regulations, 2015 is also published in this Annual Report as Annexure B.

34. Subsidiary, joint ventures and associate companies

The Company has no subsidiary and not entered in joint ventures.

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available at the website of the company: http://www.centenialindia.com

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instance of fraud committed in the Company, by its officers or employees.

The company has started the preparation for manufacturing of surgical threads raw materials to reduce reliance on supply of surgical threads raw materials from previous suppliers, and other than this activity of backward integration, production of surgical threads raw materials there are no material changes and commitments affecting the financial position of the Company occurred during the financial year and the date of this report.

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

In accordance with the Companies Act, 2013, the Board has formed currently three Committees as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof Not Applicable.

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (LODR) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.centenialindia.com.

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. These are the Company's first Ind AS Financial Statements. The significant accounting policies which are consistently applied are set out in the Notes to the financial statements.

The paid-up equity shares capital of the Company as on March 31, 2025 was Rs.364.83 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review.

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

The Company's research & development activities continue to be directed towards up gradation of technology & development of new product codes & packaging lines. Your Company's commitment is to meet & exceed those expectations.

GST, which was implemented on July 1, 2017 as ‘one nation one tax', is an all-pervasive event. It has comprehensively impacted consumption of all goods and services, triggering a colossal change in the way business dealings take place. GST, which is still evolving, provides an opportunity to reset the way business transactions could be optimized for efficiency in cost and quality. Due to its multifaceted impact, GST has become an important factor in competitive businesses environment. GST on sutures and other medical devices 12%. However, the increase in headline tax is likely to be offset by the tax efficiencies that may accrue on procurements. Your Company is geared to deal with the challenges thrown up as a result of numerous amendments made by our Government viz: implementation of E-Way Bill system, matching credit concepts, anti-profiteering provisions, etc.

Our Company is ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and medical devices are in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017 and these stringent system means effective control over every step to achieve true Quality Assurance for our medical devices.

Your Directors would like to express their appreciation for the assistance and co-operation received from the Food and Drugs Administration, CDSCO, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who contributed to the success of our Company.