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CENTURY ENKA LTD.

11 August 2026 | 12:00

Industry >> Textiles - Manmade Fibre - PFY/PSF

Select Another Company

ISIN No INE485A01015 BSE Code / NSE Code 500280 / CENTENKA Book Value (Rs.) 684.58 Face Value 10.00
Bookclosure 13/08/2026 52Week High 672 EPS 46.15 P/E 13.09
Market Cap. 1319.99 Cr. 52Week Low 371 P/BV / Div Yield (%) 0.88 / 1.82 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

“The Directors are pleased to present the 60th Annual Report, which
also marks the Company's Integrated Report, along with the audited
standalone and consolidated financial statements for the financial year
ended 31st March 2026 (the 'period under review')."

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

FY 26

FY 25

FY 26

FY 25

Net Revenue from

1,70,541

2,00,169

1,70,541

2,00,169

Operations

Profit before
Depreciation, Finance
Cost, Exceptional
Items and Tax

18,969

15,208

18,969

15,208

Add/(Less):

Depreciation

(5542)

(5497)

(5542)

(5497)

Finance Cost

(289)

(454)

(289)

(454)

Share in Loss of

-

-

(85)

(63)

Associate (net of tax)
Taxation (Net)

(2783)

(2547)

(2783)

(2547)

Exceptional Items

(186)

-

(186)

-

Net Profit

10,169

6,710

10,084

6,647

SHARE CAPITAL

The Company's paid-up equity Share Capital remains at '2,185 lacs as
on 31st March 2026. During the year, the Company has not issued any
Securities.

DIVIDEND

In view of the Company's performance, the Board of Directors has
recommended a dividend of 110% (i.e., '11 per equity share of face
value '10 each) for the period under review, compared to a dividend of
100% (i.e., '10 per equity share) paid in the previous year. Pursuant to the
amendments introduced by the Finance Act, 2020, under the Income
Tax Act, 2025, dividends distributed by the Company are now taxable
in the hands of shareholders at the applicable rates. Accordingly, the
Company will deduct tax at source as per the prevailing tax laws.

UNPAID/UNCLAIMED DIVIDEND

Equity shares for which the dividend has remained unpaid or
unclaimed for a consecutive period of seven years are required to
be transferred to the Investor Education and Protection Fund (IEPF)
Authority, in accordance with the timelines prescribed by the Ministry
of Corporate Affairs (MCA), Government of India. The corresponding
dividend amounts on such shares will also be transferred to the IEPF
Authority. However, shareholders may claim both the equity shares
and the associated dividends from the IEPF Authority by following the

procedure laid down under the Companies Act, 2013 and the rules
framed thereunder.

The Company has already transferred the relevant equity shares along
with the unclaimed dividend pertaining to the financial year ended 31st
March 2018 to the IEPF Authority. In respect of the financial year ended
31st March 2019, the unclaimed dividend and corresponding equity
shares will be transferred to the IEPF Authority after the conclusion
of the Annual General Meeting, in compliance with the applicable
statutory timelines.

DIVIDEND DISTRIBUTION POLICY

Pursuant to 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. The dividend recommended by the Board of
Directors for the financial year under review is in accordance with
the criteria outlined in this policy. The Dividend Distribution Policy is
available on the Company's website and can be accessed at:
https://
www.centurvenka.com/pdf/policies/dividend-distribution-policv.pdf

TRANSFER TO GENERAL RESERVES

For the financial year ended 31st March 2026, the Board of Directors
has decided not to transfer any amount to the General Reserves.

OVERVIEW AND THE STATE OF THE COMPANY'S AFFAIRS
Course of Business

On a standalone basis, the Company's net revenue from operations
declined to '1,70,541 lacs for the financial year ended 31st March 2026,
as compared to '2,00,169 lacs in the previous financial year. During the
year under review, the decrease in revenue is primarily due to reduction
in sales volume and raw material prices as compare to previous year.
Profit before interest, depreciation, exceptional items and tax rose
to ' 18,969 lacs, up from '15,208 lacs in the previous financial year.
Net profit also increased to '10,169 lacs, compared to '6,710 lacs in
the previous financial year. On a consolidated basis, the net profit for
the year stood at '10,084 lacs as compared to '6,647 lacs in previous
financial year.

Excise Duty Demand

The Customs, Excise and Service Tax Appellate Tribunal (CESTAT), vide
its order dated 20th December 2019, in the Company's appeal against
the order of the Commissioner of Central Excise, Raigad, upheld the
denial of the benefit under Notification No. 6/2000-CE dated 1st March
2000. However, the Tribunal remanded the matter to the Commissioner
with instructions to recompute the correct assessable value, allow
eligible deductions, determine the applicable excise duty, and grant
the appropriate CENVAT/MODVAT credit.

Subsequently, the Company filed an appeal before the Hon'ble
Supreme Court of India on 22nd February 2020, challenging the portion
of the Tribunal's order that upheld the denial of benefit under the said
notification. The Hon'ble Supreme Court has tagged the matter with

other similar appeals. An application for a stay on the recovery of
interest and penalty has also been filed that may arise out of denial of
benefit under the said notification.

Pursuant to the directions of the Tribunal, the Commissioner passed
a revised order dated 8th September 2020, in which the recomputed
excise duty demand was reduced to '7.30 crores (as against the
original demand of '229.27 crores), along with interest and an
equivalent amount of penalty. The Department of Central Excise
has challenged this revised order before the Appellate Tribunal on
22nd January 2021, citing non-adherence to procedural norms in the
recomputation, including the grant of CENVAT/MODVAT credit and
allowance of deductions.

Based on legal advice, the Company believes it has a reasonably
strong case before the Hon'ble Supreme Court.

EXPANSION AND MODERNISATION

During the year, the Company initiated steps to increase capacity of
Draw Texturizing Yarn (DTY), Mother Yarn and continued to focus on
product customization and the development of value-added products
to expand its product portfolio.

The Company invested towards modernisation of plants and energy
conservation measures during the period under review. The Company
also invested in ABREL Century Energy Limited to obtain power from
the second phase of its Hybrid (Solar and Wind) Power Project. This
investment was made pursuant to the requirement that a captive user
must hold a minimum of twenty-six percent (26%) of the equity shares
of the power producer to qualify as a Captive User under the provisions
of the Electricity Act, 2003, read with the Electricity Rules, 2005.

Going forward, the Company plans to undertake further capital
expenditure towards modernization initiatives, renewable energy
generation, energy conservation measures, safety enhancements,
and infrastructure development to improve operational efficiency and
support sustainable growth.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of
business or the overall state of affairs of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 ('the Act'), the Companies
(Accounts) Rules, 2014, the Listing Regulations, and applicable
Indian Accounting Standards (IND AS 110 - Consolidated Financial
Statements and IND AS 28 - Investments in Associates and Joint
Ventures), the audited consolidated financial statements form an
integral part of this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries and Joint Venture
Companies except an Associate Company.

ABREL Century Energy Limited is an Associate Company. In

accordance with the provisions of Section 129(3) of the Act, read with
the Companies (Accounts) Rules, 2014, the performance and financial
position of ABREL Century Energy Limited is as under:

Latest Audited Balance Sheet Date

20th April 2026

Date on which the Associate or Joint Venture
was associated or acquired

Consolidation since
FY 2022-23

Number of shares held as on Balance Sheet date

88,47,800

Amount of Equity Investment

'884.78 Lacs

Extent of Holding (%)

26%

Description of how there is significant influence

NA except 26%
shareholding

Net Worth attributed to shareholding as per
latest audited Balance Sheet

'783.22 Lacs

Net Profit / (Loss) for the year

'(325.29) Lacs

Considered in consolidation

'(84.58) Lacs

Not considered in consolidation

Nil (26%
consolidated)

ENVIRONMENT

The Company acknowledges the potential risks to the local ecology
and environment arising from waste discharge and emissions and
remains committed to managing these risks responsibly. During the
year, consumption of water, fuel, and other natural resources remained
within the limits prescribed by the State Pollution Control Board (SPCB).
Wastewater, hazardous waste, and gaseous emissions generated
from operations were treated in full compliance with applicable SPCB
regulations.

The Company has established and continues to maintain a robust
Environmental Management System certified to ISO 14001:2015,
enabling the systematic identification, monitoring, and mitigation
of environmental impacts. All manufacturing units consistently
operated in full compliance with all applicable environmental laws and
regulatory requirements throughout the year. In FY'26, the Company's
commitment to environmental stewardship and resource conservation
was further reinforced through several prestigious recognitions.
The Bharuch site was conferred the CCI Water Excellence Award
2025, while the Pune site received the CII-ITC Award for Significant
Achievement in Environment Management (Manufacturing sector)
and “Waste to Wealth" Award in 8th ABG Sustainability conference in
2025. Additionally, the Bharuch site secured Gold Awards for its case
study projects on Water Saving Initiatives and Rooftop Rainwater
Harvesting Systems from QCFI Surat and was also honoured with the
Excellence in Sustainability Management Award 2025-26 by QCFI,
Vadodara Chapter.

Further details on Environment, Health & Safety (EHS) practices and
performance are provided in the relevant section of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 134(3)(m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, and Foreign
Exchange Earnings and Outgo, is provided in a separate statement
annexed to this Report as Annexure-I, and forms an integral part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the period under
review, as required under Regulation 34 and Schedule V of the Listing
Regulations, forms an integral part of this Annual Report. The report
provides insights into the Company's performance, industry structure,
risk management practices, and other relevant matters.

CORPORATE GOVERNANCE

The Board of Directors reiterates its steadfast commitment to
maintaining robust Corporate Governance practices, which are
deeply embedded in the Company's core values. The Company has
duly complied with all applicable provisions pertaining to Corporate
Governance. In line with Regulation 34 and Schedule V of the Listing
Regulations, the Corporate Governance Report for the period under
review is presented in a separate section and forms an integral part of
this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION &
OTHER RELATED MATTERS

Pursuant to the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations, the Nomination
and Remuneration Committee has formulated a comprehensive
Nomination, Remuneration and Succession Policy. The primary
objective of this policy is to establish a framework for:

a) identifying individuals who are qualified to become Directors, Key
Managerial Personnel (KMP), and Senior Management;

b) determining the qualifications, positive attributes, and
independence criteria for Directors;

c) formulating the remuneration structure for Directors, KMP, Senior
Management, and other employees;

d) evaluating the performance of the Board, its committees, and
individual Directors, and recommending the remuneration, in any
form, payable to senior management.

The Company's remuneration policy is aligned to market and designed
to attract and retain high-calibre talent. It aligns with industry best
practices emphasizes performance-based rewards and reviewed
periodically based on measurable achievements.

The Policy is available on the Company's website and can be accessed
at:
https://www.centurvenka.com/pdf/policies/nomination-
remuneration-and-succession-policy.pdf

Further, the details regarding remuneration and the criteria for payment
to Executive and Non-Executive Directors are disclosed in the Corporate
Governance Report, which forms an integral part of this Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN
PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the
Board of Directors has undertaken its annual performance evaluation,

encompassing an assessment of the Board as a whole, its Committees,
the Chairperson, and individual Directors, including Independent,
Non-Executive, and Executive Directors. The evaluation framework
considers various parameters, such as participation in meetings and
the strategic value added by Directors towards the Company's growth
and performance.

The Nomination and Remuneration Committee, in coordination with
the Board, has implemented a formalized and structured evaluation
process. This includes the distribution of evaluation forms to all
Directors for assessing the performance of the Board, its committees,
and individual Directors across all categories.

Based on the feedback received, the Board noted with satisfaction
the effective functioning of the Board and its Committees. It further
recognized the meaningful contributions and active engagement
of each Director in their respective roles, reflecting a high level of
commitment and collective performance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT
DIRECTORS

The Company has obtained necessary declarations from its
Independent Directors affirming that they satisfy the criteria of
independence as outlined under Section 149(6) of the Act, as well as
Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.
Additionally, the Independent Directors have confirmed their
compliance with Schedule IV of the Act and the Company's Code of
Conduct.

The Board is of the view that there have been no changes in
circumstances that would affect the independence status of any
Independent Director. The Board is also satisfied with the integrity,
expertise, and experience of all Independent Directors, including
their proficiency as required under Section 150(1) of the Act and the
applicable rules.

Furthermore, in accordance with Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors have registered their names in the
Independent Directors' databank maintained by the Indian Institute of
Corporate Affairs.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited financial statements for the period under review are
in compliance with the provisions of the Act and the applicable
Accounting Standards. The financial statements reflect fairly the
form and substance of transactions carried out during the year and
reasonably present your Company's financial condition and results of
operations. Pursuant to Section 134(3)(c) read with Section 134(5) of
the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

• they had selected such accounting policies and applied them
consistently and made judgments & estimates, which 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 of the Company for that period;

• they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• they had prepared the annual accounts on a going concern
basis;

• they had laid down internal financial controls to be followed
by the Company and that such internal financial controls were
adequate and were operating effectively; and

• they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & Key Managerial
Personnel

There is no change in composition of the Board of Directors or Key
Managerial Personnel during the period under review.

In accordance with the provisions of Section 152 and other applicable
provisions of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and
the Articles of Association of the Company, Mrs. Rajashree Birla
(DIN:00022995), Director, is liable to retire by rotation at the forthcoming
60th Annual General Meeting (AGM) scheduled for Thursday, 20th
August 2026. Being eligible, she has offered herself for reappointment.
Further in terms of Regulation 17(1A) of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015, a special resolution would require to be passed for
her reappointment as she has attained the age of 75 years. Brief profile
of Mrs. Rajashree Birla forms part of the notice convening the AGM. The
Board recommended her re-appointment in ensuing AGM.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company:

Mr. Suresh Sodani - Managing Director and Chief Executive Officer
(MD & CEO)

Mr. Yogesh R. Shah -Chief Financial Officer (CFO)

Mr. Rahul Dubey - Vice President Legal & Company Secretary (CS)

Meetings of Board of Directors

During the period under review, 4 (four) Board meetings were
convened, with the interval between each meeting adhering to
the timelines prescribed under the Companies Act and the Listing
Regulations.

Additionally, a separate meeting of the Independent Directors was held
on 17th March 2026. The relevant details are provided in the Corporate
Governance Report.

Details of Committees of Directors

The Company has constituted 6 (six) Board-level Committees in
accordance with the applicable laws and regulatory requirements:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

The composition and other relevant details of the aforementioned
Committees are outlined in the Corporate Governance Report, which
forms an integral part of this Annual Report. The Board has reviewed
and accepted the recommendations and suggestions put forth by
these Committees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

There were no related party transactions during the period under review
that require disclosure under Section 134(3)(h) of the Companies Act,
2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

The Company has not granted any loans or provided any guarantees or
securities pursuant to the provisions of Section 186 of the Companies
Act, 2013. During the year, the Company invested its surplus funds
in Inter-Corporate Deposits and made investment in ABREL Century
Energy Limited to qualify as a Captive User in accordance with the
applicable provisions of the Electricity Act, 2003 and the Electricity
Rules, 2005. The details of investments have been appropriately
disclosed in the financial statements under Share Application Money.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust internal control system
that is commensurate with the scale and nature of its operations.
These controls are periodically reviewed and updated to align with
the evolving needs of the business. The Internal Auditor evaluates
the effectiveness and adequacy of the Company's internal control
framework, and ensures compliance with established operating
systems, accounting procedures, and policies across all locations of
the Company.

Based on the Internal Auditor's findings, process owners implement
necessary corrective actions within their respective areas to enhance
operational controls. Significant audit observations, along with the
corresponding corrective measures, are regularly reported to and
reviewed by the Audit Committee of the Board.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the period
under review in accordance with the provisions of the Companies Act,
2013.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) as issued by
the Institute of Company Secretaries of India.

RISK MANAGEMENT

The Company, in adherence to the Listing Regulations, has established
a Risk Management Committee responsible for overseeing its risk
management framework and processes. Risk assessment and
mitigation are integral, ongoing activities within the organization. The
Company's comprehensive Risk Management Policy is periodically
reviewed and updated by the Committee. The composition and terms
of reference of the Risk Management Committee are detailed in the
Corporate Governance Report, which constitutes an integral part of this
Annual Report. The Risk Management Policy is available on the website
of the Company and can be accessed at
https://www.centuryenka.
com/pdf/risk-manaaement-policv.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to fostering ethical conduct across all its
business activities and has established a robust mechanism to report
any illegal or unethical behavior. Under the Vigil Mechanism/Whistle
Blower Policy, employees are encouraged to report any actual or
suspected violations of the Company's code of conduct, policies,
or applicable laws without fear of retaliation. Through this policy,
along with our Code of Conduct, we uphold the highest standards of
professionalism, honesty, integrity, and ethical behavior.

No Complaints were received during the period under review.

The Vigil Mechanism/Whistle Blower Policy is available on the website
of the Company and can be accessed at
https://www.centuryenka.
com/pdf/policies/viail-mechanism-whistle-blower-policv.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE & MATERNITY BENEFIT

The Company maintains a zero-tolerance policy towards sexual
harassment in the workplace and has implemented a Prevention,
Prohibition, and Redressal of Sexual Harassment Policy in accordance
with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Rules made thereunder.
This policy is designed to prevent and address complaints of sexual
harassment at the workplace.

Committed to providing equal opportunities without discrimination
based on race, caste, sex, religion, color, nationality, disability, or any

other status, the policy applies to all women associates—including
permanent, temporary, contractual employees, trainees—as well as
women visitors and service providers at the Company's offices and
premises. The Company ensures that all employees are treated with
dignity and strives to maintain a work environment free from any form
of sexual harassment—physical, verbal, or psychological.

In compliance with this Act, the Company has constituted an Internal
Complaints Committee to address and to resolve complaints related to
sexual harassment at the workplace effectively and sensitively.

No Complaints were received during the period under review. Further,
during the year no complaint was pending more than 90 days. The
policy for Prevention of Sexual Harassment at Workplace is available
on the website of the Company and can be accessed at:
https://www.
centuryenka.com/pdf/policies/policy-prevention-sexual-harassment-
workplace.pdf

The Company has complied with the provisions relating to the
maternity benefits under the Maternity Benefit Act, 1961.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013, read
with theCompanies (CorporateSocial Responsibility Policy) Rules, 2014,
the Board of Directors has constituted a Corporate Social Responsibility
("CSR") Committee. The composition and terms of reference of the CSR
Committee are detailed in the Corporate Governance Report, which
forms an integral part of this Annual Report. The disclosures required
under the Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure-II, which forms part of this Report.
The Company's CSR Policy is available on its website and can be
accessed at:
https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6lChildVerticalTab 215

ANALYSIS OF REMUNERATION

In accordance with Section 197(12) of the Companies Act, 2013, read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the disclosure relating to the ratio of
remuneration of each Director to the median employee's remuneration,
along with other prescribed details, is annexed hereto as Annexure-III
and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

The disclosures concerning remuneration and other relevant particulars
as mandated under Section 197(12) of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set forth in Annexure-IV, which forms an
integral part of this Report. In accordance with these requirements,
the names and details of employees whose remuneration exceeds the
prescribed thresholds are included. None of the employees listed in
the annexure are related to any Director of the Company, nor do they
individually or collectively (with their spouse and dependent children)
hold more than two percent (2%) of the Company's equity shares.

AUDITORS
Statutory Auditors

M/s KKC & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. FRN 105146W/100621), were appointed as the
Statutory Auditors at the 55th Annual General Meeting of the Company
held on 13th August 2021, for a period of five years and accordingly will
complete their second term on conclusion of the ensuing 60th Annual
General Meeting of the Company.

The Board has recommended the appointment of M/s Singhi & Co.,
Chartered Accountants (Firm Registration No. 302049E), as Auditors
of the Company, for a period of five years from the conclusion of the
ensuing 60th Annual General Meeting till the conclusion of the 65th
Annual General Meeting of the Company. M/s Singhi & Co. have
confirmed their eligibility and qualification required under the Act for
holding the office as Statutory Auditors of the Company.

The Auditors' Report does not contain any qualification, reservation,
disclaimer or adverse remark.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, as amended, and notifications/circulars issued by the Ministry
of Corporate Affairs from time to time, the Company has duly prepared
and maintained its cost accounts and records.

On the recommendation of the Audit Committee, the Board at its
meeting held on 21st May 2026, appointed M/s Gopal Keswani &
Co, Cost Accountants (FRN-100761), as Cost Auditors to audit the
cost records of the Company's Nylon and Polyester products of the
Company for the financial year 2026-27 in compliance with applicable
statutory requirements.

In accordance with Section 148(3) of the Act and the Companies
(Cost Records and Audit) Rules, 2014, the remuneration payable to
the Cost Auditors is subject to ratification by the Company's members.
Consequently, a resolution seeking approval for the remuneration of
M/s Gopal Keswani & Co for the financial year ending 31st March 2027
has been included in the Notice of the 60th Annual General Meeting
scheduled on Thursday, 20th August 2026.

The cost audit report for the financial year 2024-25, was filed with the
Ministry of Corporate Affairs on 18th August 2025.

Secretarial Auditors

In accordance with Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board, during its meeting held on 6th May 2024,

appointed M/s Sanjay Sangani & Co., Practicing Company Secretaries,
(FCS No. 4090 and CP No. 3847), as the Secretarial Auditors for a period
of 5 years for the financial years commencing from 1st April 2025 to 31st
March 2030 to undertake the Secretarial Audit for the said period.

The Secretarial Audit Report for the period under review is given in
Annexure-V and forms part of this Report. There were no qualifications,
reservations or adverse remarks or disclaimers made by Secretarial
Auditors.

Further, the Secretarial Compliance Report for the period under review,
outlining compliance with all applicable provisions of the Act, SEBI
regulations, circulars, and guidelines as amended from time to time,
and as mandated by Regulation 24A of the Listing Regulations, is
available on the Company's website and can be accessed at:
https://
www.centuryenka.com/pdf/annual-secretarial-compliance-report-
31march2026.pdf

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors have not reported any
cases of fraud involving the Company's officers or employees to the
Audit Committee, in accordance with the requirements of Section
143(12) of the Act.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92 of the Act, read
with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as of 31st March 2026,
in Form MGT-7, is available on the Company's website and can be
accessed at

https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6|ChildVerticalTab 212
.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes or commitments impacting the financial position
of the Company have occurred between the end of the financial year to
which the financial statements pertain and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN
FUTURE

The Company has not received any significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future.

INTEGRATED REPORT (IR) INCLUDING BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended from
time to time, the Company has prepared the Business Responsibility
and Sustainability Report (BRSR) to enhance transparency and
provide stakeholders with standardized disclosures on its sustainability
initiatives and compliance practices, which forms an integral part
of this Annual Report. The report is aligned with the Integrated
Reporting (IR) Framework developed by the International Integrated
Reporting Council (IIRC), and reflects the Company's commitment
to communicating its value creation strategy across financial,
environmental, social, and governance dimensions.

GENERAL DISCLOSURES
During the period under review:

> The Company has not issued any shares through Rights Issue,
Preferential Allotment, Sweat Equity, Employee Stock Option
Plans (ESOPs), or shares with Differential Voting Rights during the
year under review.

> There has been no revision in the financial statements during the
reporting period.

> The Company does not have any Employee Stock Option
Scheme under Section 62(1) of the Companies Act, 2013, or
under the SEBI (Share Based Employee Benefits) Regulations,
2014

> No provision has been made for the purchase of the Company's
own shares by employees or by any Trust for the benefit of
employees, as prescribed under Rule 16 of the Companies
(Share Capital and Debentures) Rules, 2014.

> The Company has neither filed any application under the
Insolvency and Bankruptcy Code, 2016, nor is there any
proceeding pending under the said Code as on the date of this
report.

> The Company has not entered into any one-time settlement with
banks or financial institutions; accordingly, no disclosures are
applicable in this regard.

> The credit rating of the Company is disclosed in Corporate
Governance Report.

ACKNOWLEDGEMENT

The Board of Directors conveys its sincere appreciation to the
Central and State Governments, the Company's bankers, financial
institutions, stakeholders, and business associates for their support and
cooperation. The Board looks forward to their continued support in the
years ahead.

The Board also extends its heartfelt thanks to all employees for
their unwavering dedication, hard work, and professionalism. Their
invaluable contributions have played a crucial role in the Company's
success, and the Board gratefully acknowledges their efforts.

For and on behalf of the Board of Directors

Jayant V. Dhobley Suresh Sodani

Non-Executive Director Managing Director & CEO

DIN: 02402556 DIN: 08789604

Place: Mumbai
Date: 21st May 2026