Century Extrusions Ltd

Your Directors have pleasure in presenting the 37th (Thirty-Seventh) Annual Report on the business and operations of Century Extrusions Limited and the Audited Accounts, for the financial year ended 31st March 2025.

The Company reported a sales turnover in the financial year 2024-25 of Rs. 43,125 lacs as against Rs. 37,510 lacs in the previous financial year, recording increase of about 14.97% in the sales turnover of the Company.

(Rs. in Lacs, except per share data)

The financial statements for the year ended 31st March 2025 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

In view of meeting the capital requirement, and for growth of the Company, the Company is retaining its earnings in the business. Therefore, no dividend is being recommended by the Board of Directors of the Company. Further, there is no statutory obligation on the Company to transfer a certain portion of its distributable profits for the year to General Reserve, the entire profits is proposed to be re-invested back into the company for growth purposes.

Production of Aluminium Extrusions products during the financial year 2024-25, is 13,433 MT as compared to 13,674 MT in the previous financial year 2023-24.

Your Company's has not issued and allotted any shares during the financial year 2024-25. As on 31st March, 2025, the Authorised share capital of your Company stood at Rs. 12,00,00,000/- (Rupees Twelve Crores Only), comprising of 12,00,00,000 (Twelve Crores) number of Equity shares of Rs.1/- each fully paid up. However, the issued, subscribed and paid up share capital of your Company stood at Rs. 8,00,00,000/- (Rupees Eight Crores Only) comprising of 8,00,00,000 (Eight Crores) number of Equity shares of Rs.1/- each fully paid up.

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company is given in (Annexure-1), which is annexed hereto and forms a part of the Board's Report.

Through the year, your Company is recognized in the Aluminum Industry for the wealth of its human capital which is asset of the Company. Human resource management at the Company goes beyond the set of boundaries of compensation, performance reviews and development. The Company is focused on building a high performance culture with a growth mindset where employee is engaged and empowered to excel. We are well focused to maintain positive workplace environment, which provides long lasting and fruitful career to our employee.

Your Company believes that targets can only be reached with efforts from all its employees called Century team. Your Company recognizes that job satisfaction requires congenial work environment that promotes motivation among employees and therefore results in enhanced productivity, and innovation and also provide avenues for employee training and development to identify their potential and develop their careers in the Company.

The Company is committed to maintain the highest standard of Corporate Governance and bound to the Corporate Governance principles set out by the SEBI. The report on Corporate Governance for financial year ended March 31, 2025 as prescribed under Regulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report. A Certificate from the Company's Auditor Confirming compliance of the Corporate Governance is annexed to the Corporate Governance Report which is a part of Annual Report as Annexure-2.

The Board met five times i.e. on 30.05.2024, 10.07.2024, 09.08.2024, 11.11.2024 and 11.02.2025 during the financial year 2024-25. However, the details are also given in the Corporate Governance report that forms a part of the annual report.

The Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. Presently, the Board consist of Seven board members which include Non-Executive-Independent Director, Non-Executive-Non-Independent Director and Woman Director. The Number of Non-Executive Directors is more than fifty percent of total number of directors.

During the year, the composition of the Board of Directors of the Company underwent the following changes:

The Board, at its meeting held on 11th February, 2025, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Vikram Jhunjhunwala (DIN:00169833) as Chairman and Managing Director of the Company for a period of 3 consecutive years commencing from 12th February, 2025. The members approved the said appointment on 03rd May, 2025 by passing a special resolution through the Postal Ballot by way of remote e-voting process.

In view of the Succession Plan for the Board of Directors of the Company, Mr. Vikram Jhunjhunwala considered it prudent to step down from the position of the Chairman and Managing Director of the Company and enable the next generation to take leadership to steer the Company into its future chapters. Accordingly, he tendered his resignation from office of the Chairman and Managing Director of the Company w.e.f. 02nd June, 2025. The Board, at its meeting held on 03rd June, 2025, noted the resignation of Mr. Vikram Jhunjhunwala from the office of Chairman and Managing Director of the Company.

Further at the same Board meeting, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Shivanshu Jhunjhunwala (DIN:05252910), s/o Mr. Vikram Jhunjhunwala as the Chairman and Managing Director of the Company for a period of three consecutive years commencing from 3rd June, 2025 to 02.06.2028, subject to the approval of the Members of the Company at the ensuing Annual General Meeting of the Company. He is a professional with a Master's degree in Engineering Management, brings forth a wealth of expertise amassed over a decade-long career. At 32 years of age, he has established himself as a proficient leader adept at steering the entire lifecycle of engineering products, from conception to market launch.

Mr. Rajib Mazumdar (DIN: 08508043), being the rotational director of the Company under Section 152 (6) of the Companies Act, 2013, retires by rotation and being eligible offers himself for re-appointment. Mrs. Dhwani Fatehpuria (DIN-10558191), appointed as an Additional Director (in the capacity of Independent Director) by the Board of Directors at its Board meeting held on 30th May, 2024, was appointed by the members of the Company by passing Ordinary Resolution in the 36th Annual General Meeting of the Company as Independent Director of the Company, for first term of 5 consecutive years commencing from 30th May, 2024 upto 29th May, 2029.

Mr. Sanjeev Kishore (DIN-09282282), was appointed as an Additional Director (in the capacity of Independent Director) by the Board of Directors at its Board meeting held on 10th July, 2024, was appointed by the members of the Company by passing Ordinary Resolution in the 36th Annual General Meeting of the Company as Independent Director of the Company, for first term of 5 consecutive years commencing from10th July, 2024 upto 09th July, 2029. Mr. Arun Kumar Hajra (DIN: 05300348), who has been serving as a Non-Executive Independent Director on the Board of Century Extrusions Limited, had retired from his position of Independent Director effective from 5th September 2024, upon the expiry of his second term of 5 (five) consecutive years. His deep wisdom, integrity, and unwavering dedication have played a significant role in steering the Company towards sustained growth and excellence. The Board places on record its sincere appreciation for Mr. Hajra's exemplary service and contributions. Further during the year, there was no changes occurred in the Key Managerial Personnel of the Company.

The Company had annual evaluation of its Board, Committees and individual Directors pursuant to the provisions of Companies Act, 2013 and Listing Regulations. The Nomination and Remuneration Committee (NRC) specified the methodology for effective evaluation of performance of Board and Committees and individual Directors and also finalised the evaluation criteria (containing required particulars as per Guidance Note issued by the SEBI) and authorized the Board to undertake the evaluation process. The Evaluation Statement was reviewed by the Independent Directors.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders etc. The Board then evaluated the performance of the Board, Committees and the individual Directors in the prescribed manner.

The Company being a listed Company, Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate governance practices. Emphasis is given to persons from diverse fields or professions.

The guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that:

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is commensurate with the industry standards in which it is operating taking into account the performance leverage and factors so as to attract and retain talent.

For Directors, it is based on the Shareholders' resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars, guidelines issued by the Central Government and other authorities from time to time.

The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board have taken on record these declarations after undertaking the due assessment of the veracity of the same.

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 marked as ‘Annexure-3', which is annexed hereto and forms a part of the Boards' Report.

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm: i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation if any relating to material departures; ii. that the selected accounting policies were applied consistently and the directors 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 March 31, 2025 and of the profit or loss of the Company for the year ended on that date; iii. that proper and sufficient care has been taken 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. That the annual accounts have been prepared on a going concern basis. v. The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same. vi. The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.

Currently, the Board has four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for the FY 2024-25 forming part of this Annual Report. There has been no instance where Board has not accepted the recommendations of the Audit Committee during the year under review.

The constitution of the Nomination and Remuneration Committee, Terms of Reference and the dates on which meetings of the Nomination and Remuneration Committee were held are mentioned in the Corporate Governance Report for the FY 2024-25 forming part of this Annual Report.

The constitution of the Stakeholders Relationship Committee, Terms of Reference and the dates on which meetings of the Stakeholders Relationship Committee were held are mentioned in the Corporate Governance Report for the FY 2024-25 forming part of this Annual Report.

The Company's commitment to create significant and sustainable societal value is manifest in its Corporate Social Responsibility (CSR) initiatives and its sustainability priorities are deeply intertwined with its business imperatives. In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in ‘Annexure–4', which is annexed hereto and forms a part of the Board's Report.

The Company has undertaken the CSR initiatives in the fields of promoting education, eradicating hunger, and malnutrition and community development thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society. All the CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The detail of the CSR Policy is also posted on the Company's website and may be accessed at the link: https://www.centuryextrusions.com/pdf/18032020/CSR_Policy-CEL.pdf The Company continues to do its best to support its communities during the current situation.

The Company has a strong and pervasive internal control system to ensure well-organized use of the Company's resources, their security against

46 Annual Report 2024-25 any unauthorized use, accuracy in financial reporting and due compliance of the Company's policies and procedures as well as the Statutes. Internal Audit reports are regularly placed before the Audit Committee and Management analysis of the same is done to ensure checks and controls to align with the expected growth in operations. The Internal audit is carried out by an independent firm of Chartered Accountants on regular basis and remedial actions are taken when any shortcomings are identified.

The Audit committee reviews the competence of the internal control system and provides its guidance for constant upgrading in the system.

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Management of risk remains an integral part of your Company's operations and it enables your Company to maintain high standards of asset quality at time. The objective of risk management is to balance the tradeoff between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Policy on Related Party Transactions is uploaded on the Company's website at the web link: https://www.centuryextrusions.com/uploaded_files/userfiles/files/Policy%20on%20Related%20Party%20Transactions.pdf

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors, employees and stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle –Blower Policy to report instances of leak of unpublished price sensitive information.

The Vigil Mechanism provides for adequate safeguards against victimization of Directors or Employees or any other person who avail the mechanism and also provide direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism / Whistle Blower Policy are also posted on the Company's website and may be accessed at the link: https://www.centuryextrusions.com/pdf/18032020/Whistle%20Blower%20Policy-CEL.pdf

The Company has updated its Nomination and Remuneration Policy for determining remuneration of its Directors, Key Managerial Personnel and Senior Management and other matters provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations, adopted by the Board. The details of this policy have been posted on the website of the Company https://www.centuryextrusions.com/pdf/2023/Remuneration-Policy-CEL.pdf The Remuneration Policy has also been outlined in the Corporate Governance Report forming part of this Annual Report.

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under review, no complaint was received by the Internal Complaint Committee.

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and pursuant tothe recommendation made by the Audit Committee to the Board of Directors of the Company, the Members of the Company at its Thirty Fourth (34th) Annual General Meeting (AGM) held on 12th August, 2022 approved the appointment of M/s. ALPS & Co., Chartered Accountant, (FRN – 313132E) Kolkata, as the

Statutory Auditors of the Company, for an initial term of five consecutive years, i.e. from the conclusion of the 34th AGM held in the year 2022 till the conclusion of the 39th AGM of the Company to be held in the year 2027, subject to the ratification of their appointment by the Members at every AGM of the Company. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 w.e.f. 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice of the AGM.

The Report given by M/s. ALPS & Co., Chartered Accountant, (FRN – 313132E) Kolkata, on the financial statements of the Company for the year 2024-25 is annexed hereto and forms a part of the Annual Report.

There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31st March, 2025.

There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31st March, 2025.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, re-appointed M/s. N. Radhakrishnan & Co., a firm of Cost Accountants, Kolkata, to conduct the Cost Audit of your Company for the financial year 2025-26, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

The Secretarial Audit was carried out by Ms. Shruti Agarwal, Company Secretaries (ICSI Membership No. ACS 38797, C.P. No. 14602) for the financial year ended on 31st March, 2025.

The Report given by the Secretarial Auditors is marked as (Annexure-5) and forms a part of the Board's Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to meetings of the Board and its Committee and shareholders which have mandatory application during the year under review.

Company Annual Return Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is available on the Company's website and can be accessed at the following link: https://www.centuryextrusions.com/shareholder-reference

There are no Significant/material orders of Courts/ tribunal/regulation affecting the Company's going concern status.

Details of Loans, Guarantees and Investments are given in the notes to the financial statements.

During the year under review, there was no change in the nature of the business of the Company.

During the year under review, the Company has no Subsidiary, Joint Venture of Associate.

The Company does not have any Public Deposits under Chapter V of the Act and has repaid all Public Deposits that matured and were claimed by the depositors under the earlier Public Deposit Schemes. There is no outstanding balance as on 31st March 2025.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 (3) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in a separate statement attached to this report and forms part of it. (Annexure- 6).

As a responsible corporate citizen, the Company supports the ‘Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail addresses previously registered with the DPs and RTAs.

To support the ‘Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circular, the Notice of the 37th AGM and the Annual Report of the Company for the financial year ended 31st March, 2025 including therein the Audited Financial Statements for the year 2024-2025, are being sent only by email to the Members. A newspaper advertisement in this regard has also been published.

1. The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year under report.

2. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on 31.03.2025.

We express our sincere gratitude to our customers, vendors, investors and bankers for their continued support during the year. We place on record our sincere appreciation of the dedication and commitment of all employees in achieving excellence in all spheres of business activities. We thank the Government of India, the Customs and Excise Departments, the Sales Tax Department, the Income Tax Department, the State Government and other Government agencies for their support, and look forward to their continued support in the future.

Statements forming part of the Management Discussion and Analysis covered in this report may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.