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companylogoCentury Enka Ltd

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BSE Code : 500280 | NSE Symbol : CENTENKA | ISIN : INE485A01015 | Industry : Textiles - Manmade |


Directors Reports

To

The Shareholders Century Enka Limited

"The Directors are pleased to present the 59th Annual Report, which also marks the Company's 4th Integrated Report, along with the audited standalone and consolidated financial statements for the financial year ended 31st March 2025 (the ‘Period under review')."

FINANCIAL HIGHLIGHTS

Rs/Lacs

Particulars

Standalone

Consolidated

FY25 FY24 FY25 FY24
Net Revenue from 2,00,169 1,74,415 2,00,169 1,74,415
Operations
Profit before Depreciation, 15,208 11,628 15,208 11,628
Finance Cost, Exceptional
Items and Tax

Add/(Less):

Depreciation (5,497) (5,026) (5,497) (5,026)
Finance Cost (454) (535) (454) (535)
Share in Loss of Associate - - (63) (314)
(net of tax)
Taxation (Net) (2,547) (1,478) (2,547) (1,478)

Net Profit

6,710 4,589 6,647 4,275

on 31st March 2025. 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 100% (i.e., Rs10 per equity share of face value Rs10 each) for the period under review, consistent with the dividend declared in the previous year. Pursuant to the amendments introduced by the Finance Act, 2020, under the Income Tax Act, 1961, 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 2017 to the IEPF Authority. In respect of the financial year ended 31st March 2018, 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.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf

TRANSFER TO GENERAL RESERVES

For the financial year ended 31st March 2025, 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 increased to Rs2,00,169 lacs for the financial year ended 31st March 2025, as compared to Rs1,74,415 lacs in the previous year. This growth was primarily driven by higher sales volumes. Profit before interest, depreciation, and tax (PBIDT) rose to Rs15,208 lacs, up from Rs11,628 lacs in the previous year. Net profit also increased to Rs6,710 lacs, compared to Rs4,589 lacs in the preceding year. On a consolidated basis, the net profit for the year stood at Rs6,647 lacs.

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 Rs7.30 crores (as against the original demand of Rs229.27 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 successfully commissioned the expansion project to enhance the capacity of Draw Texturizing Yarn (DTY). Further capital expenditure is planned towards modernization initiatives, renewable energy generation, energy conservation measures, safety enhancements, and infrastructure development.

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 10th April 2025
Date on which the Associate or Joint Venture Consolidation
was associated or acquired since FY 2022-23
Number of shares held as on Balance Sheet date 88,47,800
Amount of Equity Investment Rs 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 Rs 495.59 Lacs
audited Balance Sheet
Net Profit / (Loss) for the year (Rs 244.25) Lacs
Considered in consolidation (Rs 63.50) Lacs
Not considered in consolidation Nil
(26% consolidated)

ENVIRONMENT

The Company recognizes the risks associated with environmental pollution arising from waste discharge and emissions, which could potentially impact the local ecology and environment. Throughout the year, water, fuel, and resource consumption remained within the limits prescribed by the State Pollution Control Board (SPCB). Wastewater, hazardous waste, and gaseous emissions were also generated and treated in compliance with SPCB norms. The Company operates a robust Environment Management System, certified under ISO 14001:2015, and both manufacturing units remain fully compliant with applicable environmental regulations. Further, information on Environment, Health & Safety (EHS) is provided in the relevant section of this Report.

An incident of fire occurred on February 26, 2025, at the NFY Spinning Plant located at Rajashree Polyfil, Rajashree Nagar, Post Umalla, District Bharuch, Gujarat – 393 120. As a result, production operations at the said plant have been temporarily disrupted. There were no human injuries or casualties arising from the incident. The plant had adequate insurance coverage in place.

In the month of April, 2025, pursuant to the incident, the Gujarat Pollution Control Board (GPCB) has imposed an interim Fire Accident Environment Compensation of Rs36,00,000 (Rupees Thirty-Six Lakhs) and has directed the submission of a Bank Guarantee of Rs2,50,000 (Rupees Two Lakhs Fifty Thousand). The Company has paid the said amount and furnished the Bank Guarantee.

The incident has been duly reported to both stock exchanges in compliance with the applicable regulations.

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 philosophy is aligned to market and designed to attract and retain high-caliber talent. It aligns with industry best practices emphasizes performance-based rewards and reviewed periodically based on measurable achievements.

ThePolicyisavailableontheCompany'swebsiteandcanbeaccessedat: https://www.centuryenka.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

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, Mr. Jayant V. Dhobley (DIN: 02402556), Director, is liable to retire by rotation at the forthcoming 59th Annual General Meeting (AGM) scheduled for Tuesday, 12th August 2025. Being eligible, he has offered himself for reappointment. A brief profile of Mr. Dhobley is included in the notice convening the AGM. The Board recommends his reappointment in ensuing AGM.

Mrs.KrupaR.Gandhi(DIN:00294629)wasappointedasanIndependent Director for a first term of five (5) consecutive years, effective from 14th August 2020, which is set to expire on 13th August 2025. In accordance of the provisions of Sections 149, 150, 152, read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and in accordance with Regulations 16, 17, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), (including any statutory modification(s), amendment(s), or re-enactment(s) thereof for the time being in force), and subject to such approvals as may be required, Mrs. Krupa R. Gandhi (DIN: 00294629) proposed to be re-appointed as an Independent Director for a second term of five (5) consecutive years, commencing from 14th August 2025 and ending on 13th August 2030. Her reappointment is subject to the approval of the shareholders in ensuing AGM, and she shall not be liable to retire by rotation. Mr. Suresh Sodani (DIN: 08789604) was appointed as Managing Director w.e.f. 1st September 2020. His period is set to expire on 31st August 2025. In accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 ("the Act"), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 26A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force), and the Articles of Association of the Company and pursuant to the recommendation of Nomination & Remuneration Committee and subsequent recommendation of the Board of Directors, Mr. Suresh Sodani (DIN: 08789604) is proposed to be re-appointed as Managing Director for a term commencing from 1st September 2025 to 31st March 2027. His re-appointment is subject to the approval of the shareholders in ensuing AGM, and he shall not be liable to retire by rotation.

During the period under review, Mr. Krishna S. Thar (DIN: 00390137) ceased from the position of Non-Executive Independent Director w.e.f. 27th November 2024, upon completion of two consecutive terms of five years each. The Board places on record appreciation for his valuable contributions to the Company.

Further, Mr. Ravindra Kastia (DIN: 00528025) was appointed as a Non-Executive Independent Director with effect from 1st November 2024, as approved by the shareholders at the 58th AGM held on 30th August 2024. Mr. Krishna G. Ladsaria cease from the position of Chief Financial Officer (CFO) & Key Managerial Personnel (KMP) w.e.f. 1st January 2025 due to his personal reasons. Further, Mr. Yogesh R. Shah was appointed as the Chief Financial Officer (CFO) & Key Managerial Personnel (KMP) of the Company w.e.f. 15th February 2025.

Except as stated above, there were no other changes in the composition of the Board of Directors or Key Managerial Personnel during the period under review.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company: Mr. Suresh Sodani – Managing Director (MD) Mr. Yogesh R. Shah – Chief Financial Officer (CFO) Mr. Rahul Dubey – VP Legal and Company Secretary

Meetings of Board of Directors

During the period under review, 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 10th March 2025. The relevant details are provided in the Corporate Governance Report.

Details of Committees of Directors

The Company has constituted 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, provided guarantees, or offered securities to any entity under Section 186 of the Companies Act, 2013. However, the Company has invested its surplus funds in Inter-Corporate Deposits in accordance with the applicable provisions of the Act.

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) 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-management-policy.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.

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/vigil-mechanism-whistle-blower-policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 Complaint were received during the period under review. 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

CORPORATE SOCIAL RESPONSIBILITY

IntermsoftheprovisionsofSection135oftheCompaniesAct,2013,read withtheCompanies(CorporateSocialResponsibilityPolicy)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#parentHorizontalTab6:ChildVerticalTab_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

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s KKC & Associates LLP, Chartered Accountants (ICAI Firm Registration No. FRN 105146W/100621), were appointed as the Statutory Auditors of the Company for a term of five consecutive years. Their tenure commenced from the conclusion of the 55th Annual General Meeting (AGM) and will continue until the conclusion of the 60th AGM. This appointment was approved by the shareholders at the 55th AGM held on 13th August 2021. 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 6th May 2025, 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 for the financial year ending 31st March 2026, 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 2026 has been included in the Notice of the 59th Annual General Meeting scheduled on Tuesday, 12th August 2025.

The cost audit report for the financial year 2023-24, was filed with the Ministry of Corporate Affairs on 22nd August 2024.

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. This appointment is subject to approval by the members at the upcoming Annual General Meeting. The Secretarial Audit Report for the period under review is annexed as 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-31march2025.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 2025, 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. 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:

T he 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

Krupa R. Gandhi Suresh Sodani

Independent Director Managing Director DIN: 00294629 DIN: 08789604

Place: Mumbai Date: 6th May 2025

ANNEXURE TO THE DIRECTORS' REPORT

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

(A) CONSERVATION OF ENERGY

The Company is engaged in the continuous process of energy conservation through improved operational and maintenance practices:

(i) Steps taken and impact of conservation of energy:

Steps taken

Impact
(Annualized
Savings)
Electricity KWh (in
Lacs)
A. Optimization of power consumption in Cable 60.63
Corder machines
B. Upgradation of control system winder to 53.80
save energy & reduction of maintenance
cost.
C. Optimization of power consumption by 24.00
replacing HP air by MP air
D. Reduction of air consumption by using jets 13.91
for D Winder
E. Replacement of old chiller (1000TR) with 8.40
energy efficient chiller.
F. Suction gun pressure used MP from HP for 7.00
the optimization of power.
G. Energy saver for lighting at various locations 3.06
H. Installation of VFD for IY CC Air washer 2.80
supply air fan
I. Optimization of running pumps of Mist 2.54
Cooling tower by installation of VFD
J. VFD installation in Fan 2.10
K. Chips Bunker Interlock with low level 1.81
L. Optimization of power by installing VFD in 1.23
circulation pump of polymer columns
M. Replacement of AHU by split A/cs in invertor 1.09
room
N. Reduction of running load resulted into 1.00
reduction in transformer losses

Steam

Tons
A. Fabrication & erection of MS tubing for 210
steam jacketing for Depoly-1,3 to save
steam consumption

Fuel

Tons
A. Conversion of LDO Fired Boiler to dual fuel 98
(RLNG & LDO) fired boiler

(ii) Steps taken for Utilization of alternate sources of energy:

Conversion of LDO fired to dual fuel (RLNG & LDO) fired Boiler-2 is done to reduce the fuel Cost

(iii) Capital investments on energy conservation equipment's during the financial year 2024-25 was Rs 324.78 Lacs (previous year Rs 767.68 Lacs).

(B) TECHNOLOGY ABSORPTION 2024-25

(I) Efforts made for technology absorption:

Dissolve Oxygen Sensor installed at ETP Aeration tank Air consumption monitoring by installation of Flowmeters Auto level Control system for clariflocculator in ETP area Dual Fuel Conversion of Boiler No 1 & 2 Installation Online fabric inspection system on dipping machine ETP aerator New Dissolved Oxygen system for monitoring and energy saving application Depoly Area Reactor Heating control System. VK6 Extraction column chips conveying control valve modification VK6 Chips cutting Control System Level Control system for PTCF Blowbox AHU steam condensate NTCF conversion area Dornier Loom Air stop logic during loom idle/stop condition Air stop logic development for Plant area Suction Guns

(II) Benefits derived as a result of the above efforts:

Efficient wastewater treatment by supporting aerobic microorganisms Streamlined logistic for ensuring efficient & timely dispatch of quality dipped fabric Level control and Energy saving in Clariflocculator Tank Controlling the surface heating of depoly Arresting the leakages of extract water Prevention of spillage of steam condensate on floors Reduction in air consumption

(III) Information regarding imported technology (imported during the last three years (from the beginning of the financial year))

Nil

(IV) Expenditure on Research and Development (R&D)

(Rs Lacs)

Particulars

2024-25 2023-24
1. Capital

See Note Below

2. Revenue 130 109

Note: The Company has spent amount of Rs 47 lacs during the financial year 2024-25 (previous year Rs 46 Lacs) as Normal Capital Expenditure although it is also used for R&D activities.

(C) FOREIGN EXCHANGE EARNING AND OUTGO

Total foreign exchange used Rs 79,982 lacs (previous year Rs59,016 lacs) and earned Rs 8,519 lacs (previous year Rs4,935 lacs).