Board's Report
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:
|
|
Rs. in Crore |
Particulars |
STANDALONE |
CONSOLIDATED |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Gross Income |
4,683.29 |
4,116.67 |
5,407.42 |
4,538.08 |
Profit before Depreciation, Interest & Tax |
555.47 |
521.61 |
652.95 |
483.50 |
Depreciation |
125.25 |
88.28 |
182.08 |
137.19 |
Interest & Finance Charges |
56.87 |
36.24 |
113.49 |
69.03 |
Profit before Tax |
366.17 |
397.09 |
357.38 |
277.28 |
Tax Expenses |
89.35 |
112.53 |
89.05 |
91.20 |
Profit after Tax |
276.82 |
284.56 |
268.33 |
186.08 |
Attributable to: |
|
|
|
|
Owners of the Company |
276.82 |
284.56 |
262.69 |
185.32 |
Non-controlling interests |
- |
- |
5.64 |
0.76 |
Other Comprehensive Income (net of taxes) |
(0.61) |
(5.06) |
4.61 |
(7.06) |
Total Comprehensive Income for the year |
276.21 |
279.50 |
272.94 |
179.02 |
Attributable to: |
|
|
|
|
Owners of the Company |
276.21 |
279.50 |
266.99 |
178.19 |
Non-controlling interests |
- |
- |
5.94 |
0.83 |
Opening balance in Retained Earnings |
2,374.40 |
2,117.12 |
2,307.17 |
2,149.17 |
Adjustment with other equity |
(0.61) |
(5.06) |
(0.84) |
(5.10) |
Amount available for appropriation |
2,650.61 |
2,396.62 |
2,569.02 |
2,329.39 |
Final Dividend |
22.22 |
22.22 |
22.22 |
22.22 |
Closing Balance in Retained Earnings |
2,628.39 |
2,374.40 |
2,546.80 |
2,307.17 |
RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Standalone
• During the financial year 2025-26, your Company registered a revenue of
Rs.4,645.97 crore vs Rs.4,067.91 crore in the previous year, up 14.21% YoY.
• Profit before Tax stood at Rs.366.17 crore as against Rs.397.09 crore in the
previous year - a decrease of 7.79%.
• Profit after Tax is Rs.276.82 crore as against Rs.284.56 crore in the previous
year showing a decrease of 2.72%.
• EBITDA Margin reduced from 12.82% in the previous year to 11.96% this year.
Consolidated
• Centuryply recorded consolidated revenue of Rs.5,397.18 crore as against
Rs.4,527.80 crore in the previous year, up 19.20% YoY.
• Profit before Tax stood at Rs.357.38 crore as against Rs.277.28 crore in the
previous year - up 28.89% YoY.
• Profit after Tax is Rs.268.33 crore as against Rs.186.08 crore in the previous
year - up 44.20% YoY.
• 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 Rs.1 (100%) per equity share of Rs.1 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 postapproval, 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 Rs.2,669.45 crore in the year
2025-26 as compared to Rs.2,415.45 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 Rs.22,25,27,240/- comprising
22,21,72,990 shares of Rs.1 each, plus Rs.3,54,250 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 Rs.180 Crore
is at an advanced stage of implementation. It is aimed at catering to the growing demand
in North India and leveraging the agroforestry 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 Rs.200 Crore, followed by an additional capacity of 30,000
CBM per annum in Phase II with an estimated investment of approximately Rs.130 Crore. The
proposed MDF facility will have a capacity of 330,000 CBM per annum with an estimated
capital outlay of approximately Rs.800 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 Rs.230 Crore and Rs.140 Crore
respectively, along with a Particle Board/ MDF facility having a capacity of 240,000 CBM
per annum and an estimated investment of approximately Rs.500 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
• Auro Sundram Ply and Door Pvt. Ltd.
• Century MDF Ltd.
• Ara Suppliers Pvt. Ltd.
• Arham Sales Pvt. Ltd.
• Adonis Vyaper Pvt. Ltd.
• Apnapan Viniyog Pvt. Ltd.
• Century Infotech Ltd.
• Century Panels Ltd.
• Century Infra Ltd.
• Century Ports Ltd.
• Centuryply Furniture Fittings Ltd.
• Pacific Plywoods Pvt. Ltd.
• Century Gabon SUARL
Step-down subsidiaries
• Asis Plywood Ltd.
• Century Adhesives & Chemicals Ltd.
• 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
Rs.5 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:
• Audit Committee review of financial statements of the subsidiaries and major
investments made by them
• Minutes of Board meetings of subsidiary companies are placed before the
Company's Board regularly.
• 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 interse, 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 NonIndependent Directors and members of the Management inter alia
to:
• Review the performance of Non-Independent Directors, the Board as a whole and
that of its Committees;
• Review the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors; and
• 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 Wholetime 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
nonexecutive 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
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
Non-mandatory Committees
• Share Transfer Committee
• 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:
• 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.
• The Policy is guided by the principles of transparency, fairness, internal and
external equity, affordability, sustainability and performance-linked remuneration.
• 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.
• 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.
• 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.
• 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:
• 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.
• 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.
• 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 Rs.927.21 lac on CSR activities, exceeding the
statutory obligation by Rs.10.73 lac. Excess spendings of Rs.59.08 lac (FY 2023-24) and
Rs.122.59 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 Rs.54.77 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 AND SUSTAINABILITY 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 nonfund-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,
nondiscriminatory 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:
Sl. No. Gender |
Number of employees |
1. Male |
9413 |
2. Female |
630 |
3. Transgender |
- |
Total |
10043 |
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 Rs.2,85,866/- 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
coordination 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 |
