Your Directors are pleased to present the Company's Forty-fifth Annual Report, together with the audited standalone and consolidated
financial statements for the financial year ended 31st March, 2026. Consolidated performance of the Company and its subsidiaries
is referenced where relevant.

FINANCIAL PERFORMANCE
FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March, 2026 is summarised below: H in Crore

RESULT OF OPERATIONS AND THE STATE OF

COMPANY'S AFFAIRS

Standalone

Ý During the financial year 2025-26, your Company
registered a revenue of H4,645.97 crore vs H4,067.91 crore
in the previous year, up 14.21% YoY.

Ý Profit before Tax stood at H366.17 crore as against H397.09
crore in the previous year - a decrease of 7.79%.

Ý Profit after Tax is H276.82 crore as against H284.56 crore in
the previous year showing a decrease of 2.72%.

Ý EBITDA Margin reduced from 12.82% in the previous year
to 11.96% this year.

Consolidated

Ý Centuryply recorded consolidated revenue of H5,397.18
crore as against H4,527.80 crore in the previous year, up
19.20% YoY.

Ý Profit before Tax stood at H357.38 crore as against H277.28
crore in the previous year - up 28.89% YoY.

Ý Profit after Tax is H268.33 crore as against H186.08 crore in
the previous year - up 44.20% YoY.

Ý EBITDA Margin increased from 10.97% in the previous
year to 12.24% this year.

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

DIVIDEND

Your Directors recommend a final dividend of H1 (100%) per
equity share of H1 face value for FY ended 31st March, 2026,
subject to approval at the ensuing Annual General Meeting
(AGM). This balances shareholder rewards with funds retained
for sustained growth, maintaining the Company's consistent
payout record.

Payment will be made within the statutory timeline post¬
approval, net of applicable taxes. The Company's Dividend
Distribution Policy, as per Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is accessible at https://www.centuryply.com/codes-policies/
CPIL-Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to
H2,669.45 crore in the year 2025-26 as compared to H2,415.45
crore in the year 2024-25. No transfer to General Reserve is
proposed for the year.

SHARE CAPITAL

During FY 2025-26, there were no changes in the Company's
share capital. As on 31st March, 2026, paid-up equity share
capital stood at H22,25,27,240/- comprising 22,21,72,990 shares
of H1 each, plus H3,54,250 from 13,80,000 (post-split) forfeited
shares. No shares, convertible securities, stock options, or
sweat equity were issued during the year.

INDIAN ECONOMY

India remained one of the fastest-growing major economies
during FY 2025-26, supported by resilient domestic demand,
sustained public capital expenditure, strong performance of the
services sector, increasing private investments and rapid digital
adoption. Despite geopolitical tensions, trade uncertainties,
supply chain disruptions and volatile global financial markets,
the economy demonstrated considerable resilience. Growth
was driven by robust consumption, healthy corporate and
banking sector balance sheets, infrastructure investments and
ongoing structural reforms.

The global economic environment remained challenging,
particularly due to geopolitical tensions in West Asia, which
contributed to volatility in energy and commodity prices and
posed risks to global trade and growth. For India, fluctuations
in crude oil prices continued to create challenges for inflation
management, the current account balance and currency
stability. Nevertheless, strong foreign exchange reserves,
diversified energy sourcing and prudent macroeconomic
policies helped mitigate the impact of these external headwinds.

Inflation moderated during the year, supported by easing food
prices, improved supply conditions and calibrated monetary
policy measures. The Reserve Bank of India (RBI) continued
to balance the objectives of growth and price stability through
appropriate policy interventions and liquidity management.
According to the RBI's latest assessment, India's growth

outlook remains positive, supported by resilient domestic
demand, sustained public investment, healthy financial
sector fundamentals and ongoing structural reforms, although
geopolitical developments, commodity price volatility, global
trade uncertainties and weather-related factors continue to
pose risks.

The Government's continued focus on infrastructure
development, manufacturing growth, digital transformation
and ease of doing business reforms further strengthened
the country's economic foundation. Initiatives such as the
Production Linked Incentive (PLI) Schemes, PM Gati Shakti,
Digital India and the National Logistics Policy are expected to
improve productivity, enhance competitiveness and support
long-term growth.

India's medium- to long-term outlook remains favourable,
underpinned by strong domestic consumption, favourable
demographics, rising urbanisation and increasing digitalisation.
Continued investments in infrastructure, manufacturing and
technology, together with the vision of “Viksit Bharat 2047”,
are expected to drive sustainable growth and strengthen
India's position as an attractive destination for domestic and
foreign investment.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

No material changes or commitments affecting the Company's
financial position occurred between the end of FY 2025-26 and
the date of this Board's Report. Management has evaluated
internal and external information sources, including economic
forecasts and industry reports up to date of approval of the
financial statements, to assess impacts on financial elements
stated therein.

EXPANSION PLANS AND FUTURE OUTLOOK

Commercial production at the Company's greenfield Particle
Board project at Tiruvallur, Tamil Nadu, with a capacity of
240,000 CBM per annum successfully started during the year
and the plant is now operational. The enhanced capacity is
enabling the Company to better cater to the growing demand,
expand its product portfolio and strengthen its position in the
particle board segment.

The Company's greenfield plywood manufacturing unit at
Hoshiarpur, Punjab, with a proposed capacity of 60,000 CBM
per annum at an estimated capital outlay of H180 Crore is at an
advanced stage of implementation. It is aimed at catering to
the growing demand in North India and leveraging the agro¬
forestry ecosystem in the region. Commercial production is
expected to commence by third quarter of FY 2026-27.

As part of its long-term growth strategy and to cater to
the increasing demand for its products, the Company is
undertaking significant capacity expansion initiatives through
the establishment of new manufacturing facilities in Uttar
Pradesh and Odisha.

The Company is in the process of setting up a manufacturing
facility in Uttar Pradesh for the production of Plywood and
Medium Density Fibre Boards (MDF). The project envisages

addition of plywood capacity of 60,000 CBM per annum in
Phase I, involving an estimated capital outlay of approximately
H200 Crore, followed by an additional capacity of 30,000
CBM per annum in Phase II with an estimated investment
of approximately H130 Crore. The proposed MDF facility will
have a capacity of 330,000 CBM per annum with an estimated
capital outlay of approximately H800 Crore.

Further, the Board of Directors has approved the setting up
of a manufacturing facility in Odisha for the production of
Plywood and Particle Board/MDF. The project envisages
addition of plywood capacity of 60,000 CBM per annum in each
of Phase I and Phase II, involving an estimated capital outlay
of approximately H230 Crore and H140 Crore respectively, along
with a Particle Board/ MDF facility having a capacity of 240,000
CBM per annum and an estimated investment of approximately
H500 Crore.

These projects have been strategically planned considering
proximity to key raw material sources, availability of skilled
manpower, favourable logistics and infrastructure, and access
to large customer markets. The Company is in the process
of undertaking the necessary feasibility studies, obtaining
statutory approvals and clearances, and completing other
pre-implementation activities. The project is expected to
be commissioned in phases over the next few years and is
expected to contribute meaningfully to the Company's future
growth and operational efficiencies. Upon completion, these
facilities are expected to substantially enhance the Company's
manufacturing capabilities, strengthen its market presence
and support its future growth objectives.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of the Company's
business during FY ended 31st March, 2026.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

As a strategic measure, the Company conducts part of its
operations through subsidiaries, established directly or as
step-down entities, or through acquisition of majority stake. As
on 31st March, 2026, it had 13 subsidiaries and 3 step-down
subsidiaries-

Subsidiary Companies

Ý Auro Sundram Ply and Door Pvt. Ltd.

Ý Century MDF Ltd.

Ý Ara Suppliers Pvt. Ltd.

Ý Arham Sales Pvt. Ltd.

Ý Adonis Vyaper Pvt. Ltd.

Ý Apnapan Viniyog Pvt. Ltd.

Ý Century Infotech Ltd.

Ý Century Panels Ltd.

Ý Century Infra Ltd.

Ý Century Ports Ltd.

Ý Centuryply Furniture Fittings Ltd.

Ý Pacific Plywoods Pvt. Ltd.

Ý Century Gabon SUARL

Step-down subsidiaries

Ý Asis Plywood Ltd.

Ý Century Adhesives & Chemicals Ltd.

Ý Century Panels B.V

The Company had no associate or joint venture companies
as defined under Section 2(6) of the Companies Act, 2013 (as
amended). No changes occurred in the ownership structure of
subsidiary companies during the year or till date.

OPERATIONS

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacture
of plywood and flush doors, from its manufacturing facility
located at Roorkee, Uttarakhand.

The Company's wholly owned subsidiary, Century Panels Ltd.,
continued its strong growth momentum during the year, scaling
up its laminate, MDF and PVC manufacturing operations at
the Gopavaram facility in Kadapa District, Andhra Pradesh.
Built on a solid foundation of international certifications—
including IMS (ISO 9001, 14001, 45001), FSC, Greenguard (US),
BIS 2046, and prestigious Malaysian and Singaporean CGS
standards—the plant further sharpened its global competitive
edge. This international push was anchored by both the MDF
and Laminate divisions, enabling the subsidiary to enter new
geographies and successfully expand its global export footprint.

Innovation remains a core operational focus. Century Panels
Ltd. introduced new product categories, including Table Tops
and Kitchen Tops, alongside the ongoing development of
premium, value-added products like White Colour Core and
other specialty compact fibre boards. To meet growing demand,
the expansion of the PVC plant is also well underway. Aligned
with the Group's green energy commitments, the Company
also successfully commissioned a Rooftop Solar Power Plant
during the year, firmly embedding sustainability into its
manufacturing growth strategy.

Century Adhesives & Chemicals Ltd. has started commercial
operations at its resin manufacturing facility at Naidupetta in
Andhra Pradesh on 28th May, 2026.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper
Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own and hold
some land in Kolkata which is yet to be developed.

Century Infotech Ltd. is primarily engaged in the business of
e-commerce, e-shopping, online information services, online
application integration including buying, selling, marketing,
trading and dealing in various kinds of products and services.
Its e-commerce operations are however currently suspended.

Pacific Plywoods Pvt. Ltd. is in the advanced stage of setting
up a resin manufacturing unit at Bishnupur in West Bengal
with a capacity of 18000 TPA at an approximate CAPEX of H5
crore. This plant will serve as a back-ward integration for the
Company's manufacturing facilities.

Century MDF Ltd. is engaged in the business of leasing of land
and buildings, including guest houses.

Century Ports Ltd. achieved important operational milestones
during the year at its terminal at Khidderpore Docks, Kolkata. The
Company commenced bulk cargo operations on 16th August,

2025, with the deployment of a Liebherr Mobile Harbour Crane,
material handler and other supporting equipment, marking
the start of commercial operations at the terminal. This was
followed by the commencement of container operations on 9th
March, 2026, with the berthing of M.V TC Messenger of Cosco,
the first and the longest container vessel handled at KPD-I
(West) under the Public-Private Partnership (PPP) model.

The project, developed under a 30-year concession with Syama
Prasad Mookerjee Port, Kolkata, involves the redevelopment
of six berths, of which Phase I comprising three berths has
already been completed and made operational. The terminal
is expected to handle 0.33 million TEUs of container cargo
and 0.65 million metric tonnes of bulk and break-bulk cargo
annually. With mechanised cargo handling and improved rail
and road connectivity, the terminal is expected to strengthen
cargo movement across Eastern India and support trade with
neighbouring markets such as Nepal and Bhutan.

Century Infra Ltd. continued to strengthen its position in
the logistics and supply chain sector through its integrated
operations in Container Freight Stations (CFS), Private Freight
Terminal (PFT), warehousing, stevedoring and third-party
logistics (3PL) services. The Company operates two Container
Freight Stations - Sonai CFS and J.J.P CFS, and provides end-to-
end logistics support to importers, exporters and shipping lines,
backed by private freight terminal and warehousing facilities.

During FY 2025-26, Century Infra Ltd. achieved its highest-ever
throughput of 167,558 TEUs along with its highest turnover,
reflecting improved operational performance and increased
cargo volumes across its facilities. With its diversified logistics
portfolio and focus on operational efficiency, Century Infra Ltd.
continues to support trade and cargo movement across Eastern
India while strengthening its presence in the integrated
logistics sector.

Century Gabon SUARL enjoys the advantage of availability
of abundant Okoume timber required for production of face
veneer. It is presently operating at a capacity of peeling 200
CBM of timber per day, serving as a vital backward integration
for securing availability of raw material for Century Ply.

During the FY 2024-25, the Company, with a view to expanding
its presence across new geographies and market segments,
incorporated a wholly owned subsidiary in Europe, Century
Panels BV to distribute its High Pressure Laminate (HPL)
product range in the region. The subsidiary commenced full-
scale operations in FY 2025-26 under a warehousing-led stock-
and-sale model designed to enhance product availability, reduce
lead times and improve customer accessibility, particularly for
customers with limited bulk procurement capabilities. This
initiative is expected to strengthen market access and service
capabilities, support growth in underpenetrated markets
and reflects the Company's continued focus on distribution
expansion and product portfolio enhancement, while marking
a strategic shift towards a more regionally responsive and
customer-centric operating model, along with improved supply
chain agility and better working capital efficiency at the
customer end.

Centuryply Furniture Fittings Ltd. being recently incorporated,
is in nascent stage and has not commenced commercial
activities. Asis Plywood Ltd. is also currently not operational.

There has not been any material change in the nature of the
business of the subsidiaries/ step-down subsidiaries.

MATERIAL SUBSIDIARIES & POLICY ON
MATERIAL SUBSIDIARIES

Your Company has formulated a policy on material subsidiaries
as per Regulation 16(1)(c) of SEBI Listing Regulations, focused
on identification and governance oversight. The Policy can
be accessed on the website of the Company at: https://www.
centuryply.com/codes-policies/CPIL-Policy-on-material-
subsidiary.pdf

During the year ended 31st March, 2026, the Company did
not have any material listed/unlisted subsidiary company as
defined in Regulation 16 of the Listing Regulations. As such,
the disclosure as per Schedule V part C para (10)(n) is not
applicable for the year under review. Based on the audited
financial statements as on 31st March, 2026, Century Panels
Ltd. has been identified as a material subsidiary of the Company
from the financial year 2026-27 onwards in accordance with
Regulation 16(1)(c) of the Listing Regulations and Company's
Policy on material subsidiaries. The applicable corporate
governance requirements relating to material subsidiaries are
accordingly required to be complied with by the Company with
effect from financial year 2026-27.

FINANCIAL POSITION & PERFORMANCE

The Board maintained an oversight into the affairs of the
subsidiaries during the year under review, inter alia, by the
following means:

Ý Audit Committee review of financial statements of the
subsidiaries and major investments made by them

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

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

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

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

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its
subsidiaries for FY 2025-26 have been prepared in accordance
with the applicable provisions of the Companies Act, 2013,
SEBI Listing Regulations, and the Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

Pursuant to Section 129(3) of the Act, read with the Companies
(Accounts) Rules, 2014 and other applicable provisions, and
Regulation 34(2) of the Listing Regulations, the audited
Consolidated Financial Statements of the Company and its
subsidiaries, together with the Auditor's Report thereon,
form part of this Annual Report. The Consolidated Financial
Statements have been prepared on the basis of the audited
financial statements of the subsidiary companies, duly
approved by their respective Boards.

In terms of Section 136 of the Act, the Annual Report of the
Company, containing the standalone and consolidated financial
statements and the separate audited financial statements of
each subsidiary company, are available on the website of the
Company under the “Investors” section.

The audited financial statements of the subsidiary companies,
together with the audit reports thereon, are open for inspection
by the Members at the Registered Office of the Company
and that of the respective subsidiary companies on working
days between 11:00 A.M. and 1:00 PM. Members desirous of
obtaining copies of the audited financial statements of any
subsidiary company may write to the Company Secretary at the
Registered Office of the Company.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Particulars of loans, guarantees and investments covered
under Section 186(4) of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 34(3) read with Schedule V of the Listing
Regulations, are disclosed in the Note 4, 5 and 37 to the
Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

Your Company maintains a comprehensive Policy on materiality
of and dealing with Related Party Transactions (RPT Policy),
aligned with the Companies Act, 2013 and SEBI Listing
Regulations. The policy was updated on 12th November, 2025,
and 4th February, 2026, to reflect amendments under SEBI
LODR (Third Amendment) Regulations, 2024. It is available
at:https://www.centuryply.com/codes-policies/Policy-on-
Materiality-of-and-dealing-with-related-party-transcations.pdf.

All related party contracts, arrangements, and transactions
during FY 2025-26 were conducted on arm's length terms and
were non-material. These were undertaken in the Company's
and stakeholders' best interests, driven by business needs,
operational synergies, Company policy, and related party
resources. The Audit Committee pre-approved all such
transactions, including omnibus approvals for planned,
repetitive, or unforeseen ones, with quarterly statements tabled
before the Committee and Board ensuring full compliance with
the Act and Regulations.

No materially significant transaction posed conflict with the
Company's interest.

During the year, your Company had not entered into any
contract/ arrangement / transaction with related parties
which could be considered material in terms of the RPT Policy,
requiring shareholders' approval under Regulation 23(4) of the

Listing Regulations or Section 188 of the Companies Act, 2013
read with Rules made thereunder. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable.

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

PUBLIC DEPOSITS

During FY 2025-26, the Company did not invite, accept, or
renew any public deposits under Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014. As such, no principal or interest on public deposits
remained outstanding as on the Balance Sheet date. In terms
of Rule 2(1)(c)(viii) of the Rules, details of amounts, if any,
received from Directors are disclosed in Notes 17 and 38 of the
Standalone Financial Statements.

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

Pursuant to provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules,
2014, the Company at its Annual General Meeting held on 25th
September, 2024, had appointed M/s. S. R. Batliboi & Co. LLP
Chartered Accountants (ICAI Firm Registration No. 301003E/
E300005 as the Statutory Auditors of the Company for a term
of five years from the conclusion of 43rd AGM held in calendar
year 2024 till the conclusion of the 48th AGM to be held in the
calendar year 2029. The Statutory Auditors of the Company
were present in the last AGM.

M/s. S. R. Batliboi & Co. LLP have confirmed that they are not
disqualified in terms of Section 141 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 from
continuing as Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria. They also hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under Regulation 33(1)
(d) of the Listing Regulations.

The Report given by M/s. S. R. Batliboi & Co. LLP on the
Standalone and Consolidated Financial Statements of the
Company for the Financial Year ended 31st March, 2026, is
appended in the Financial Statements forming part of this
Annual Report. The said Report was issued with an unmodified
opinion and does not contain any qualification, reservation,
adverse remark or disclaimer.

Notes to financial statements are self-explanatory, needing no
further Board comments.

SECRETARIAL AUDITORS & THEIR REPORT

In accordance with the amended provisions of Regulation
24A of the SEBI Listing Regulations and Section 204 of the
Companies Act, 2013, read with Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company at its Annual General Meeting held
on 18th September, 2025, had appointed M/s MKB & Associates,
a peer-reviewed firm of Practising Company Secretaries (Firm
Registration Number: P2010WB042700), as Secretarial Auditors
of the Company for a term of five consecutive years from the
conclusion of 44th AGM held in calendar year 2025 till the
conclusion of the 49th AGM to be held in the calendar year 2030
for conducting secretarial audit for the period commencing
from FY 2025-26 till FY 2029-30.

M/s MKB & Associates have confirmed that they are not
disqualified from acting as Secretarial Auditors of the Company
and satisfy the prescribed eligibility criteria. They also hold
a valid certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India (ICSI) as required
under Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the financial year 2025-26, in
Form MR-3, is attached as Annexure ‘2A’ to this report. The
report does not contain any qualification, reservation, adverse
remark, or disclaimer.

SECRETARIAL AUDIT REPORT OF MATERIAL
UNLISTED SUBSIDIARY

As per regulation 24(A) of SEBI Listing Regulations, a listed
company is required to annex the secretarial audit report of
its material unlisted subsidiary in India to its Annual Report.
Century Panels Ltd. has been identified as a Material Unlisted
Subsidiary of the Company in India from financial year 2026-27.
Its Secretarial Audit Report for financial year 2025-26 is however
attached as Annexure ‘2B’ to this report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported
any instances of fraud committed in the Company by its
Officers or Employees under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3)(ca) of the
Act is not applicable.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

In terms of Section 149(11) of the Companies Act, 2013,
no Independent Director shall hold office for more than
two consecutive terms. The second term of Sri Sunil Mitra
(DIN: 00113473) and Sri Debanjan Mandal (DIN: 00469622)
got completed on 31st July, 2025. On recommendation
of the Nomination and Remuneration Committee, the
Board of Directors at its meeting held on 29 th May, 2025,
appointed Prof. (Dr.) Anuradha Lohia (DIN- 00599122) and
Sri Kothandaraman Hari (DIN- 08901674) as Additional
Directors in the Independent category, not liable to retire
by rotation, both with effect from 29th May, 2025 for a term
up to 28th May, 2030. Their appointments were approved
by the Members through respective Special Resolutions
passed by means of postal ballot/e-voting on 8th July, 2025.

The second term of Sri Probir Roy (DIN: 00033045) also
got completed on 30th September, 2025. On further
recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company through
a resolution passed by Circulation on 24th September,
2025, approved the appointment of Ms. Nilima Joshi (DIN:
00204705) as an Additional Director on the Board of the
Company in Independent category, not liable to retire by
rotation, for a term of 5 (five) years from 1st October, 2025
to 30th September, 2030. Her appointment was approved
by the Members through Special Resolution passed by
means of postal ballot/e-voting on 23rd December, 2025.

The Board places on record its appreciation for the
invaluable contribution and guidance provided by Sri Sunil
Mitra, Sri Debanjan Mandal and Sri Probir Roy throughout
their respective tenures with the Company.

On further recommendation of the Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on 22nd May, 2026, appointed Dr. Rakesh
Kumar Jain (DIN- 11683647) as Additional Director in
the Independent category, not liable to retire by rotation,
with effect from 22nd May, 2026 for a term up to 21st May,
2031. His appointment was subsequently approved by the
Members through Special Resolution passed by means of
postal ballot/e-voting on 7th July, 2026.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Independent directors have submitted declarations under
Section 149(7) of the Companies Act, 2013, and Regulation
25(8) of SEBI Listing Regulations, confirming that:

i. they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations, with
no change in the circumstances affecting their status
during the year;

ii. in terms of Regulation 25(8) of the Listing Regulations,
they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence.

The Board of Directors, in terms of Regulation 25(9) of the
Listing Regulations, has ensured the veracity of these
disclosures and is of the opinion that the Independent
Directors meet all statutory and regulatory independence
criteria, and are independent of the management.

The Independent Directors have confirmed compliance
with the Company’s Code of Conduct and also with the
Code prescribed in Schedule IV to the Companies Act,
2013. The Independent Directors, in terms of Section
150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, hold valid registration with the Independent
Directors’ databank maintained by the Indian Institute of
Corporate Affairs (IICA) and have also completed the online
proficiency test conducted by the IICA, if not exempted.

All Directors have affirmed compliance with Section
164(2) of the Companies Act, 2013, and Rule 14(1) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, confirming no disqualifications for
appointment or continuance.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the Company, other than receipt of
sitting fees, commission and reimbursement of expenses
incurred for attending meetings of the Board / Committee /
Independent Directors.

(c) FAMILIARISATION PROGRAMME

The Company has in place a structured Familiarisation
Programme for Independent Directors in compliance
with the requirements of Regulation 25(7) of the Listing
Regulations and Schedule IV of the Companies Act, 2013.
The details of the Programme are available on the Company's
website at: https://www.centuryply.com/codes-policies/
Familiarization-Programme-for-Independent-Directors.
pdf. The Programme is aimed at familiarising them with
the Company's business operations, industry dynamics,
governance framework, organisational structure, statutory
and regulatory environment and key policies.

On appointment, Directors are provided with an induction
kit comprising, inter alia, the Memorandum and Articles of
Association, organisational structure, composition of the
Board and its Committees, governance policies, and details
of subsidiaries and core business functions. The Chairman
& Managing Director provides an overview of operations
and strategy, while the Company Secretary briefs Directors
on their roles, responsibilities, duties and regulatory
obligations. Directors are updated on an ongoing basis
through interactions with senior management and are
provided with unrestricted access to information to enable
effective discharge of their duties.

As part of continuous familiarisation, the Board is apprised
through periodic presentations and reports covering
business performance, operational developments, risk
management, regulatory changes and industry trends.
Independent Directors are encouraged to participate in
external training programmes. Site visits to manufacturing
and operational facilities are organised to provide firsthand
exposure to the Company's operations.

On 4th February, 2026, the Company conducted a
familiarization programme for all its Independent
Directors, wherein a visit to the Company's manufacturing
facility at Bishnupur, West Bengal was organised. The
Independent Directors were given an overview of the plant
operations, production processes, important raw materials,
finished goods, health and safety measures together with
environmental concerns, highlighting the Company's
commitment to efficiency, safety, and sustainable practices.
The details of the familiarisation programme imparted to
Independent Directors can be accessed on the website
of the Company at https://www.centuryply.com/investor-
information/familiarisation-program/Familiarization-
Programme-Details_2025-26.pdf

(d) STATEMENT REGARDING INDEPENDENT
DIRECTOR

The Board opines that all Independent Directors, including
those appointed during the year, are persons of integrity,
possess the requisite expertise and experience and are
independent of the management. They uphold the highest
standards of integrity, maintain strict confidentiality
and proactively identify, disclose, and manage conflicts
of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

There has not been any appointment/ retirement/
resignation of Non-independent Directors during the
Financial Year ended 31st March, 2026.

(b) RETIREMENT BY ROTATION

Under Section 152(6)(c) of the Companies Act, 2013,
Sri Rajesh Kumar Agarwal (DIN: 00223718) and Sri
Prem Kumar Bhajanka (DIN: 00591512), longest-serving
directors, retire by rotation at the ensuing AGM and,
being eligible, seek re-appointment. Given their extensive
experience and contributions, the Board recommends their
re-appointment. In view of their considerable experience
and contribution to the Company, the Board recommends
their re-appointment. Their detailed profiles, qualification
and particulars of experience, skill and attributes that
qualify them for Board Membership together with other
details as required under the Companies Act, 2013,
Secretarial Standards and Listing Regulations, appear in
the explanatory statement to the Notice of ensuing Annual
General Meeting.

III. KEY MANAGERIAL PERSONNEL

Upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on 7th August, 2025 reappointed Sri Sajjan
Bhajanka (DIN: 00246043) as Chairman and Managing
Director of the Company for a further period of five years
with effect from 1st April, 2026, notwithstanding that he
has attained the age of 70 years. The Board also reappointed
Sri Keshav Bhajanka (DIN: 03109701) as Executive Director
of the Company for a further period of five years with effect
from 28th January, 2026. Both their reappointments were
approved by the shareholders through Special Resolution
passed at the Annual General Meeting held on 18th
September, 2025.

The Board, on further recommendation of the Nomination
and Remuneration Committee, at its meeting held on
4th February, 2026 reappointed Sri Sanjay Agarwal (DIN:
00246132) as CEO and Managing Director of the Company
for a further period of five years with effect from 1st July,
2026, notwithstanding that he would attain the age of
70 years on 6th April, 2031. The Board also reappointed
Sri Ajay Baldawa (DIN: 00472128) as Executive Director
(Technical) of the Company for a further period of five years
with effect from 1st July, 2026 notwithstanding that he
would attain the age of 70 years on 1st June, 2027.

On further recommendation of the Nomination and
Remuneration Committee, the Board, at its meeting
held on 22nd May, 2026 reappointed Smt. Nikita Bansal
(DIN: 03109710) as Executive Director of the Company
for a further period of five years with effect from 1st
February, 2027.

The reappointment of Sri Sanjay Agarwal, Sri Ajay
Baldawa and Smt. Nikita Bansal are subject to approval of
the shareholders.

IV. INTER-SE RELATIONSHIPS BETWEEN THE
DIRECTORS

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

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met four times, i.e., on 29th May,

2025, 7th August, 2025, 12th November, 2025 and 4th February,

2026. The details of these Meetings are given in the Corporate
Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met
once on 4th February, 2026 without the presence of Non¬
Independent Directors and members of the Management inter
alia to:

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

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

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

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosures 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 are
annexed to this Report as Annexure ‘3'.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The statement containing particulars of employee remuneration
as required under provisions of Section 197(12) of the Act
and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Report. In terms of Section 136(1) of the Act, the
Annual Report is being sent to the Shareholders, excluding the
aforesaid statement. The statement is open for inspection upon

request by the Shareholders, and any Shareholder desirous of
obtaining the same may write to the Company at investors@
centuryply.com

The Directors confirm that none of the Executive Directors of
the Company received any remuneration or commission from
any of its subsidiaries during the year under review. There
was no employee who received remuneration during the year
in excess of that drawn by the Managing Director or Whole¬
time Director and who held, either by himself or along with his
spouse and dependent children, not less than two percent of
the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, the Board, to the best of its knowledge and belief,
confirms having:-

(i) followed the applicable accounting standards in the
preparation of the Annual Accounts for the year ended 31st
March, 2026 and there are no material departures from
the same;

(ii) selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view
of the state of affairs of the Company as at 31st March,
2026 and of the profit of the Company for the year ended on
that date;

(iii) taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

(iv) prepared the Annual Accounts of the Company for
the Financial Year ended 31st March, 2026 on a ‘going
concern' basis;

(v) laid down internal financial controls to be followed by the
Company and that such internal financial controls are
adequate and are operating effectively; and

(vi) devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review, is presented in a separate section, which forms
part of this Annual Report. The Report provides a consolidated
perspective of economic, social and environmental factors
material to the Company's strategy and its ability to create
and sustain value for stakeholders. It includes disclosures as
required under Regulation 34(2)(e) read with Schedule V of the
Listing Regulations.

CORPORATE GOVERNANCE

The Company remains committed to the highest standards of
Corporate Governance and has institutionalised core values

of Integrity, Excellence, Passion, Empowerment and Respect.
These values underpin the Company's vision of “Sarvada
Sarvottam - The Best Always.”

The Company complies with the applicable provisions of the
Companies Act, 2013 and the Secretarial Standards issued by
the Institute of Company Secretaries of India. In addition to
the mandatory requirements, the Company has also adopted
certain discretionary requirements of Corporate Governance as
specified in Part E of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34 of the Listing Regulations read
with Schedule V thereof, a Report on Corporate Governance
for the financial year ended 31st March, 2026, together with
the Certificate issued by M/s. MKB & Associates, Company
Secretaries in Practice, confirming compliance with the
conditions of Corporate Governance, forms part of this
Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of
the Listing Regulations, a certificate from the Chief Executive
Officer and Chief Financial Officer of the Company addressed
to the Board of Directors, inter alia, confirming the correctness
of the financial statements and cash flow statements for
the Financial Year ended 31st March, 2026, adequacy of the
internal control systems and reporting of matters to the Audit
Committee, forms part of this Annual Report.

INTERNAL CONTROLS/ INTERNAL FINANCIAL
CONTROLS AND THEIR ADEQUACY

The Company has established a robust internal control
framework commensurate with the size, scale and complexity
of its operations. The framework is designed to ensure orderly
and efficient conduct of business, accuracy and completeness
of accounting records, reliability of financial and operational
information, safeguarding of assets, authorization of
transactions, and compliance with applicable laws, regulations
and internal policies.

The Company maintains adequate Internal Financial Controls
over Financial Reporting (IFCFR) to provide reasonable
assurance that financial transactions are authorized,
recorded and reported accurately and in a timely manner,
and that financial statements are prepared in accordance
with applicable accounting standards. An integrated
enterprise resource planning system supports the Company's
accounting, consolidation, reporting and management
information processes.

The adequacy and operating effectiveness of internal controls
are periodically reviewed by the Management, Internal
Auditors and Statutory Auditors, with oversight by the Audit
Committee. Control deficiencies, if any, are placed before the
Audit Committee and corrective actions are implemented
promptly. During the financial year ended 31st March, 2026, no
material weaknesses or significant deficiencies were observed
in the design or operation of internal financial controls.

Standard operating procedures, policies and processes are
in place across business functions. The internal control

environment is continuously strengthened to address evolving
business risks and regulatory requirements. Amendments
to accounting standards and regulations are monitored,
and necessary changes to systems, processes and controls
are implemented. Changes to accounting policies and their
financial impact, wherever applicable, are disclosed in the
financial statements after due review.

M/s. S. R. Batliboi & Co. LLP the Statutory Auditors of the
Company have audited the Financial Statements of the
Company and have issued a report on the adequacy and
operating effectiveness of the Company's Internal Financial
Controls over Financial Reporting in terms of Section 143(3)
(i) of the Companies Act, 2013, which forms part of the
Auditor's Report.

The CEO and CFO certification forming part of this Annual
Report confirms the adequacy and effectiveness of internal
control systems and procedures. Further, the Directors'
Responsibility Statement includes a confirmation regarding
the adequacy of Internal Financial Controls. Based on the
evaluation of internal processes and controls and with the
concurrence of the Audit Committee, the Board is of the opinion
that the Company's Internal Financial Controls were adequate
and operating effectively as at 31st March, 2026.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the
Rules framed thereunder, and Regulation 4(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has adopted a ‘Board Evaluation Policy'
for annual evaluation of the performance of the Board, its
Committees and individual Directors.

The Independent Directors at their separate Meeting held
on 4th February, 2026, evaluated the performance of the
non-independent Directors, the Board as a whole and that
of its Committees. At the said Meeting, they also reviewed
the performance of the Chairman of the Company, after
taking into account the views of executive directors and non¬
executive directors. The Independent Directors also assessed
the adequacy, quality and timeliness of the flow of information
between Management and the Board/ Committees. The
Nomination and Remuneration Committee, at its Meeting
held on 4th February, 2026, evaluated the performance of all
Independent Directors.

The Board, at its meeting held on 4th February, 2026, took note
of the evaluations carried out by the Independent Directors
and the Nomination and Remuneration Committee. Thereafter,
the Board carried out a formal annual evaluation of its own
performance and that of its Committees. The performance of
individual Directors was evaluated by the Board, without the
presence and participation of the Director being evaluated. The
evaluation was conducted through a structured questionnaire
covering various aspects of the Board's functioning, such as
adequacy of the composition of the Board and its Committees,
board culture, execution and performance of specific duties,
obligations, and governance. The evaluation framework and
criteria are disclosed in the Corporate Governance Report.

Based on the evaluation, the Board noted that its performance,
that of its Committees and individual Directors, including the

Chairman and Independent Directors, was satisfactory. The
Board further noted that its composition reflects an appropriate
balance of skills, experience and expertise and that it functions
effectively, both collectively and through its Committees.

The evaluation process reaffirmed the strength of the
Company's governance framework, constructive Board
dynamics and the effective engagement between the Board
and Management. The Board of Directors expressed its
satisfaction with the evaluation process and the results thereof,
which reflected the high degree of efficiency and integrity in
the Board's functioning.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees play a significant role in strengthening
the Company's corporate governance framework through
focused oversight of key functional areas. These Committees
function as extensions of the Board and support effective
supervision and informed decision-making.

The Board has constituted seven Committees, of which five
are mandatory in compliance with the requirements of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Two additional
non-mandatory Committees have been formed to further
enhance governance effectiveness and Board oversight.

The Board has approved charters defining the roles,
responsibilities and scope of each Committee. The Company
Secretary acts as the Secretary to all Committees.

Following Committees have been constituted to deal with
matters and to monitor activities falling within their respective
terms of reference:-

Mandatory Committees

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Non-mandatory Committees

Ý Share Transfer Committee

Ý Finance Committee

Details of the composition of the above Committees, their
terms of reference, number of meetings held during the year,
members' attendance and other related matters are provided in
the Corporate Governance Report forming part of this Annual
Report. During the year under review, the Board accepted all
recommendations made by its Committees.

POLICIES AND CODES
REMUNERATION POLICY

The Company has in place a Board-approved Remuneration Policy
applicable to its Directors, Key Managerial Personnel and Senior
Management Personnel. The Policy was amended by the Board
on 22nd May, 2026 and is available on the Company's website at:
https://www. centuryply. com/codes-policies/remuneration-policy.
pdf. The salient features of the Policy are as follows:

Ý The Policy provides a framework for appointment and
remuneration of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel (SMP) to attract,
retain and motivate competent professionals.

Ý The Policy is guided by the principles of transparency,
fairness, internal and external equity, affordability,
sustainability and performance-linked remuneration.

Ý Remuneration is aligned with the Company's long-term
business strategy and objectives, with an appropriate
balance between fixed and variable pay linked to individual
and Company performance.

Ý The Nomination and Remuneration Committee (NRC)
oversees implementation of the Policy and recommends
remuneration, appointment criteria, qualifications,
independence and performance evaluation of Directors,
KMPs and Senior Management Personnel.

Ý Selection and appointment of Directors and senior
executives are based on merit, integrity, experience,
expertise, diversity and their ability to contribute effectively
to the Company's governance and growth.

Ý The remuneration structure is determined having regard to
roles, responsibilities, qualifications, performance, market
practices and industry benchmarks, and may comprise
fixed pay, performance incentives and other long-term
incentive mechanisms, in compliance with applicable
laws and regulations.

Criteria for determining qualifications, positive attributes
and independence of a Director

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

Ý Qualifications-The nomination process promotes

diversity of thought, experience, knowledge, age and
gender and ensures an appropriate mix of functional and
industry expertise on the Board.

Ý Positive Attributes - In addition to the duties prescribed
under the Act, Directors are expected to uphold high
standards of integrity and ethical conduct, demonstrate
sound judgement and effective communication, and
comply with the applicable Code of Conduct.

Ý Independence - A Director is considered independent if
he/she meets the criteria specified under Section 149(6) of
the Act, the Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations.

BOARD DIVERSITY POLICY

Pursuant to Regulation 19 read with Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Board Diversity
Policy setting out its approach to diversity. The Policy seeks
to leverage the collective strengths of Directors with varied
backgrounds, experience and perspectives for the benefit of
the Company.

The Policy entrusts the Nomination and Remuneration
Committee with the responsibility of reviewing and assessing
the composition and performance of the Board and identifying
suitably qualified individuals for appointment.

The Company also promotes diversity and inclusion across
the organisation, recognising that a diverse workforce fosters
innovation and strengthens organisational capability.

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Vigil Mechanism / Whistle
Blower Policy in accordance with Sections 177(9) and 177(10)
of the Companies Act, 2013, the Rules framed thereunder,
Regulation 22 of the Listing Regulations and the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Policy provides a formal framework for Directors and
employees to report genuine concerns regarding unethical
behaviour, actual or suspected fraud, leakage or suspected
leakage of unpublished price sensitive information, or violations
of the Company's Code of Conduct and Insider Trading Code.
The framework ensures confidentiality and protection against
retaliation and promotes a culture of integrity, ethical conduct
and transparency.

The Policy designates a Vigilance and Ethics Officer to
investigate reported matters impartially and take appropriate
action. The Audit Committee oversees the implementation of
the Policy, which also provides for direct access to the Chairman
of the Audit Committee in appropriate cases.

The Policy was amended on 12th November, 2025 and the
same is available on the Company's website at: https://www.
centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.
pdf.

During the Financial Year ended 31st March, 2026, no case was
reported under this policy. Further, no employee or Director was
denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The Board has overall responsibility for risk management and
for ensuring the effectiveness of internal control systems. The
Risk Management Committee assists the Board in overseeing
identification, evaluation and mitigation of key risks, including
sustainability and information security risks, and monitors the
implementation and effectiveness of the risk management
framework. The Audit Committee provides additional oversight
over financial risks and internal controls.

The Company has adopted a Risk Management Policy to
identify, assess, monitor and mitigate risks across its operations
and to minimise their potential impact on business objectives.
The risk management framework seeks to manage risks
within the Company's defined risk appetite and to address
uncertainties that may affect the achievement of strategic and
operational objectives.

The Risk Management Committee is entrusted with framing,
implementing and monitoring the risk management plan. The

Board is periodically apprised of key risk assessments and
mitigation measures. Major risks identified across businesses
and functions are addressed through structured mitigation
plans on an ongoing basis. In the opinion of the Board, there
are no risks that threaten the existence of the Company.

Details on the development and implementation of the Risk
Management Policy, key risks identified and their mitigations
are provided in the Management Discussion and Analysis,
forming part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Listing Regulations, the
Company has adopted a Dividend Distribution Policy that sets
out the Company's approach to dividend declaration, balancing
immediate and long-term business requirements. The Policy is
available on the Company's website at: https://www.centuryply.
com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

POLICY FOR DETERMINING MATERIALITY OF
EVENTS/INFORMATION

The Company has adopted a Policy for Determination of
Materiality of Events/Information to ensure timely and
transparent disclosure of material events and information
to the stock exchanges in accordance with Regulation 30 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available on the Company's
website at https://www.centuryply.com/codes-policies/CPIL-
Policy-for-Determination-of-Materiality.pdf.

OTHER POLICIES

Policy on Material Subsidiaries, Policy on Corporate Social
Responsibility and Business Responsibility and Sustainability
Policy are discussed elsewhere in this Report. Other key policies
adopted by the Board in accordance with the Listing Regulations
include the Policy on Materiality of and dealing with Related
Party Transactions, Policy for Preservation of Documents,
Archival Policy, and Anti-Bribery and Anti-Corruption Policy.
These policies are available on the Company's website: www.
centuryply.com

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct applicable to its
Directors and Senior Management Personnel in compliance with
Regulation 17(5) of the Listing Regulations. Details of the Code
are provided in the Corporate Governance Report forming part
of this Annual Report. The Code is available on the Company's
website at: https://www.centuryply.com/codes-policies/Code-
of-Conduct-for-Directors-and-Senior-Management-Executives.
pdf.

All Directors and Senior Management Personnel have affirmed
compliance with the Code for the financial year 2025-26.
A declaration to this effect, signed by the CEO & Managing
Director, forms part of the Corporate Governance Report.

The Senior Management Personnel have also disclosed to the
Board that no material financial or commercial transactions
were entered into by them that could give rise to a potential
conflict of interest with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to inclusive growth and societal
well-being, undertaking CSR initiatives pursuant to Section 135
of the Companies Act, 2013, Schedule VII, and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. Key focus
areas include Education and Skill Development, Health and
Wellness, Environmental Sustainability, Disaster Relief, and
Community Development in operational States.

During FY 2025-26, the Company spent H927.21 lac on CSR
activities, exceeding the statutory obligation by H10.73 lac.
Excess spendings of H59.08 lac (FY 2023-24) and H122.59 lac
(FY 2024-25) are available for set-off in succeeding financial
years as per Rule 7(3) of the said Rules. The prior year's excess
of H54.77 lac (FY 2022-23) was not set-off in succeeding three
financial years and accordingly stood lapsed.

Sri Arun Kumar Julasaria, Chief Financial Officer, has
certified under Rule 4(5) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, that the Corporate Social
Responsibility expenditure made during the year has been
utilised for the purpose and in the manner approved by
the Board.

CSR Committee details composition, attendance, and terms
of reference are detailed in the Corporate Governance Report
forming part of the Annual Report.

The CSR Policy is accessible at https://www.centuryply.com/
codes-policies/Policy-on-Corporate-Social-Responsibility.
pdf. The annual CSR Report for FY 2025-26, as per Section
135 of the Act and Rule 8 of the said Rules, is enclosed at
Annexure ‘4' to this Report.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Business Responsibility and Sustainability Report (BRSR) is
enclosed at Annexure ‘5', forming an integral part of this Annual
Report. Aligned with the National Guidelines on Responsible
Business Conduct (NGRBC) issued by the Ministry of Corporate
Affairs, the BRSR highlights the Company's environmental,
social, and governance initiatives, enabling Members to assess
long-term value creation.

The Company has voluntarily obtained reasonable assurance
on BRSR Core Indicators from M/s. Moore Singhi Advisors LLP
with the assurance report appended to the BRSR.

The Company's Business Responsibility and Sustainability
Policy can be accessed at https://www.centuryply.com/codes-
and-policies/BRS-Policy_CenturyPly. pdf.

OTHER DISCLOSURES
ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies
Act, 2013, read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return (Form
MGT-7) is available on the Company's website at https://
www.centuryply.com/investor-information/cpil-annual-return/
MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by any Regulator,
Court, or Tribunal during FY 2025-26 that impact the Company's
going concern status or future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS
AND INDIAN ACCOUNTING STANDARDS

The Company has complied with applicable Secretarial
Standards (SS-1 & SS-2) issued by the Institute of Company
Secretaries of India (ICSI) and approved under Section 118(10)
of the Companies Act, 2013. Financial Statements are prepared
in accordance with Indian Accounting Standards (Ind AS)
notified under Section 133 read with the Companies (Indian
Accounting Standards) Rules, 2015.

CREDIT RATING

ICRA Limited has assigned ratings for the Company's long-
term/short-term borrowing facilities (fund-based and non¬
fund-based). Detailed ratings are provided in the Corporate
Governance Report forming part of this Annual Report.

HUMAN RESOURCE DEVELOPMENT &
INDUSTRIAL RELATIONS

During the year under review, your Company continued to
retain the “Great Place to Work” certification, a recognition that
reflects the Company's commitment to fostering an exceptional
employee experience. This certification is a testament to the
credibility of management, respect for individuals, fairness at
the workplace, and the sense of pride and camaraderie among
employees. It underscores the Company's sustained efforts in
cultivating a work environment that encourages innovation,
mutual respect, and continuous professional development.

The Company's cloud-based HR platform, ‘Sampoorna',
powered by ‘HONO', enables seamless end-to-end human
resource management, including payroll processing and
performance appraisal systems, and is fully integrated with the
Company's existing ERP infrastructure. Further, the Company's
intranet portal, ‘Centurion', continues to function as an
interactive and engaging platform that fosters communication
and collaboration across the organisation, while keeping
employees informed about key developments and initiatives.
In addition, the ‘Centurion Helpdesk', facilitated through a
dedicated WhatsApp-based interface, ensures prompt and
effective resolution of employee queries and grievances within
defined timelines.

Performance recognition remains a cornerstone of the
Company's human resource practices. Structured initiatives
such as the ‘Value Awards', comprising ‘Value Ambassador',
‘Value Champion' and ‘Value Leader'. Other recognition
platforms, including representation on the Company's
monthly merit board, ‘Sarvada Sarvottam Ambassadors' and
‘Star Centurion', further reinforce a culture of excellence and
alignment with the Company's core values.

Recognising that employee well-being is integral to sustaining
superior business performance, your Company remains
committed to nurturing a collaborative, inclusive, non¬
discriminatory and safe work environment. The Company

continues to uphold its philosophy of providing equal
opportunities to all employees, thereby fostering an enabling
culture that supports individual growth and contributes to
the creation of long-term value for all stakeholders, including
customers, shareholders and the communities in which
it operates.

Collectively, these initiatives, supported by robust and time-
bound grievance redressal mechanisms, have enabled the
Company to build a highly motivated and engaged workforce
comprising skilled professionals who share and actively
contribute to the Company's vision and growth aspirations.

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

The information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
set out in Annexure ‘6' to this report.

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings, either initiated by the Company
or against the Company, pending under the Insolvency and
Bankruptcy Code, 2016, as amended, before the National
Company Law Tribunal or any other Court as on 31st
March, 2026.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM
BANKS/ FINANCIAL INSTITUTIONS

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

COST AUDIT & MAINTENANCE OF COST RECORDS

During the year under review, the requirement for cost audit
and maintenance of cost records as prescribed under Section
148(1) of the Companies Act, 2013 was not applicable to the
business carried on by the Company.

COMPLIANCE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive
work environment for all its employees. It maintains a steadfast
stance of zero tolerance towards sexual harassment at
workplace. The Company has in place a Policy on Prevention of
Sexual Harassment, aligned with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules framed thereunder.
During FY 2025-26, the Policy was revised to align with
evolving workplace dynamics and culture and is available on
the Company's website at www.centuryply.com. This policy
is enforced across all our worksites and offices, and Internal
Complaints Committees (ICCs) have been established to
promptly and effectively address any complaints related to
sexual harassment. Training/awareness programmes were
conducted during the year to create sensitivity towards
ensuring a respectable workplace.

During the year under review, no complaints relating to sexual
harassment were reported to the Committee. There were no
cases pending as at the beginning or close of the financial year.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company confirms its compliance with the applicable
provisions of the Maternity Benefit Act, 1961. All eligible
employees were provided benefits in accordance with the
Act. The Company maintains appropriate policies, facilities,
and support systems to meet maternity-related needs across
its operations.

PARTICULARS OF TOTAL NUMBER OF
EMPLOYEES AS AT THE END OF THE
FINANCIAL YEAR

The particulars of permanent employees of the Company
(including subsidiaries) categorized by gender as on the closure
of the financial year, are provided below:

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013 (“Act”), read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to time (“IEPF
Rules”), dividends which remain unclaimed for a period of
seven years from the date of transfer to the Unpaid Dividend
Account of the Company are required to be transferred to the
Investor Education and Protection Fund (“IEPF”).

Further, in terms of Section 124(6) of the Act read with the IEPF
Rules, all shares in respect of which dividends have remained
unclaimed for seven consecutive years or more are required to
be transferred to the demat account of the IEPF Authority. This
requirement does not apply to shares in respect of which there
is a specific order of a Court, Tribunal or Statutory Authority
restraining any transfer of such shares.

During the year under review, the Company has transferred an
amount of H2,85,866/- to IEPF on account of dividends pertaining
to the Financial Year 2017-18, which remained unpaid/
unclaimed for a period of seven years. Further, the Company
has also transferred 7,019 shares held by 34 shareholders to
the demat account of IEPF authority. Cumulatively, till date,
a total of 1,41,605 shares held by 506 shareholders have been
transferred by the Company to the IEPF out of which claims for
15.151 shares held by 8 shareholders have been approved by
the IEPF Authority.

The Company has individually communicated with the
concerned shareholders whose shares were liable to be
transferred to the IEPF requesting them to claim their
dividends to avoid such transfer. In addition, requisite notices
were published in newspapers prior to effecting the transfer.
In compliance with the IEPF Rules, details of unclaimed

dividends as at the end of the financial year have been placed
on the Company's website at www.centuryply.com and are also
available on the website of the Ministry of Corporate Affairs.

Members are requested to note that the unclaimed dividend
amount for the Financial Year ended 31st March, 2019 will be
due for transfer to IEPF on 4th October, 2026. Shareholders
who have not yet claimed their dividend for the said period
and subsequent years are requested to lodge their claims
with the Company at the earliest. Members may further note
that both the unclaimed dividend and the corresponding
shares transferred to the IEPF including all benefits accruing
thereon, if any, can be claimed back from the IEPF Authority by
submitting an online application in Form No. IEPF-5 available
at www.iepf.gov.in and sending a duly signed physical copy of
the same to the Company along with the requisite documents
specified therein. For detailed procedures, shareholders are
requested to refer to Rule 7 of the IEPF Rules.

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

APPRECIATIONS AND
ACKNOWLEDGEMENTS

The Board of Directors places on record its deep appreciation
for the dedication, commitment, and collective efforts of all
employees of the Company, whose continued support has been
instrumental in driving the Company's sustained growth and
achievement of key milestones.

The Board expresses its sincere gratitude to banks, financial
institutions, the Central and State Governments and their
respective departments, local authorities, the Securities and
Exchange Board of India (SEBI), BSE Limited, National Stock

Exchange of India Limited, and other regulatory authorities for
their continued guidance, support, and cooperation.

The Directors also acknowledge with thanks the valuable
support extended by vendors, dealers, business associates,
consultants, bankers, auditors, solicitors, and other
stakeholders. The Company deeply values the trust and
confidence reposed in it by its customers and considers them
integral partners in its progress.

The Board places on record its appreciation for the unwavering
commitment, professionalism, and resilience demonstrated by
the Company's employees at all levels, whose contributions
continue to strengthen the organization.

Finally, the Directors express their sincere gratitude to the
shareholders for their continued confidence and support in the
Company's vision and growth journey.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Kolkata, 31st July, 2026 Chairman & Managing Director