<dhhead>DIRECTORS’ REPORT </dhhead>

For the Financial Year ended 31^st March 2024

To

The Shareholders Century Enka Limited

The Directors present the 58^th Annual Report (3^rd Integrated Report) together with audited financial statements (standalone & consolidated) of the Company for the financial year ended 31^st March 2024 (‘Period under review’).

Rs /Lacs

Based on the performance of the Company, the Board of Directors recommended dividend at the rate of 100% (i.e., Rs 10 per equity share of Rs10/- each) for the period under review (previous year dividend at the rate of 100% i.e., Rs10 per equity share of Rs10/- each). In terms of the amendment made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of shareholders at applicable rates of tax and the Company shall withhold tax at source appropriately.

Equity shares in respect of which dividend remained unpaid/ unclaimed for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (‘IEPF’) Authority within the timeline laid down by the Ministry of Corporate Affairs (‘MCA’), Government of India. The dividend of said equity shares shall also be transferred to the IEPF Authority. However, shareholders can claim the equity shares as well as dividend from the IEPF Authority in accordance with the procedure prescribed under the Companies Act, 2013 (‘the Act’) and rules made thereunder.

The Company has already been transferred equity shares along with dividend for the financial year ended 31^st March 2016 to the IEPF Authority. For the financial year ended 31^st March 2017, the dividend and equity shares shall be transferred to the IEPF Authority, after the Annual General Meeting, within the timeline laid down under the Act.

In terms of provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, (’Listing Regulations’), the Company has formulated a Dividend Distribution Policy. The Board of Directors recommended dividend for the financial year based on criteria specified in Dividend Distribution Policy of the Company.

The said policy is hosted on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf

The Board of Directors of the Company has decided not to transfer any amount to the General Reserves, for the financial year ended 31^st March 2024.

On a standalone basis, net revenue from operations is lower at Rs1,74,415 lacs compared to Rs2,07,205 lacs in previous year mainly on account of lower volumes in both the products, Nylon Filament Yarn (NFY) and Nylon Tyre Cord Fabric (NTCF). The profit before interest, depreciation, and tax (PBIDT) is lower at Rs11,628 lacs compared to Rs16,137 lacs in previous year. The net profit is lower at Rs4,589 lacs compared to Rs9,044 lacs in previous year. On a consolidated basis, the net profit for the year is Rs4,275 Lacs.

The Customs, Excise and Service Tax Appellate Tribunal (Appellate Tribunal), vide its order dated 20^th December 2019, in the Company’s appeal against the order of the Commissioner of Central Excise Raigadh, upheld the denial of the benefit of Notification No. 6/2000 CE dated 1^st March 2000 and remanded the proceedings to the Commissioner of Central Excise with a direction to compute the correct assessable value, allow the permissible deductions, determine the excise duty payable and allow the credit of CENVAT/ MODVAT.

The Company has preferred an appeal against the order of the Appellate Tribunal upholding the denial of benefit of Notification No. 6/2000 dated 1^st March 2000 before the Hon’ble Supreme Court of India on 22^nd February 2020. The Hon’ble Supreme Court of India tagged the matter with other appeals involving dispute of the similar nature. An application has been filed for stay on the recovery of Interest and penalty.

The Commissioner, pursuant to the aforesaid order of the Appellate Tribunal, passed an order dated 8^th September 2020, recomputed the excise duty, and confirmed the duty demand of Rs7.30 crores, (as against the original demand of Rs229.27 crores) with the interest thereon and imposed equal amount of penalty.

The Department of Central Excise has filed an appeal on 22^nd January 2021 before the Appellate Tribunal against the order of Commissioner dated 8^th September 2020 for not following the procedure in recomputing the differential excise duty, granting CENVAT/MODVAT credit and permissible expenditure.

The Company has been advised by legal experts that it has a reasonably good case to succeed before the Hon’ble Supreme Court.

During the year, the expansion project for increasing the Nylon Tyre Cord Fabric (NTCF) capacity and Draw Texturizing Yarn (DTY) capacity was commissioned. Polyester Tyre Cord Fabric (PTCF) and Mother Yarn capacity has been commissioned during the reporting year FY 2024. Additional Capex is planned for modernization, generation of renewable energy, energy conservation, safety and building the infrastructure.

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

In accordance with the Companies Act, 2013 (‘the Act’) read with the Companies (Accounts) Rules, 2014, Listing Regulations and IND AS 110–Consolidated Financial Statements and IND AS 28–Investment in Associates/Joint Ventures, the Audited Consolidated Financial Statements forms integral part of this Annual Report.

The Company don’t 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:

This comprises risks associated with environmental pollution through the discharge of waste and emissions, which may cause damage to the local ecology and environment. During the year under review, consumption of water, fuel and resources was within the prescribed limit as prescribed by State Pollution Control Board (SPCB). Generation & treatment of wastewater, hazardous waste and gaseous emission was within SPCB norms. The Company has a well-organized Environment Management System certified for ISO 14001:2015 standard. Both the manufacturing units are environmentally compliant in terms of environmental regulations. The details about Environment, Health & Safety (EHS) have been provided elsewhere in the Report.

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo as required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are set out in a separate statement and attached hereto as Annexure-I and forming part of the Report.

The Management Discussion and Analysis Report for the period under review as stipulated under Regulation 34 of the Listing Regulations, forms an integral part of the Annual Report. It comprises details about the performance of the Company, Industry Structure and Risk Management etc.

The Board of Directors reaffirmed their continued commitment towards good Corporate Governance Practices, which forms an integral part of core values of the Company. The Company has complied with the provisions relating to Corporate Governance. The Corporate Governance Report for the period under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of the Annual Report.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulation. The Nomination and Remuneration Committee formulated a policy named as Nomination, Remuneration and Succession Policy. The main objective of the policy is to lay down criteria for: a) identification of persons who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel. b) determining qualifications, positive attributes and independence of a director. c) remuneration of Directors, Key Managerial Personnel, Senior Management Personnel & other employees d) evaluation of the performance of the Board, Committees and individual Directors and recommend to the board, all remuneration, in whatever form, payable to employees/ senior management.

The Company’s remuneration strategy is market-driven and aims at attracting and retaining high calibre talent. The strategy is in consonance with the existing industry practice and is directed towards rewarding performance, based on review of achievements, on a periodical basis.

The said policy is hosted on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/policies/nomination-remuneration-and-succession-policy.pdf Further, the details of remuneration and criteria for payment of remuneration to non-executive and executive directors disclosed in the Corporate Governance Report, which forms an integral part of the Annual Report.

Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Independent Directors, Non-Executive Directors, Executive Director, and the Chairperson of the Board. The evaluation framework for assessing the performance of the Directors of the Company comprises contributions at meetings and strategic perspective or inputs regarding the growth and performance of the Company, among others.

The Nomination and Remuneration Committee and the Board have laid down the way in which formal annual evaluation of the performance of the Board and Individual Directors has to be made. It includes circulation of evaluation forms to respective Directors for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Executive Directors, and the Chairperson of the Company. The Board expressed satisfaction on the overall functioning of the Board and its Committees and is satisfied with the contribution of directors, in their respective capacities, which reflected overall engagement of individual directors.

Necessary declarations have been obtained from Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) & Regulation 25(8) of Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. In the Board’s opinion, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The audited financial statements for the period under review are in conformity with the requirements of the Act and the applicable Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the period under review and reasonably present the Company’s financial condition and results of operation. 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.

In accordance with the provisions of section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mrs. Rajashree Birla (DIN: 00022995), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered herself for reappointment. Brief profile of Mrs. Rajashree Birla forms part of the notice convening the 58^th AGM to be held on Friday, 30^th August 2024. The Board recommended her re-appointment in ensuing AGM.

During the period under review, Mr. Devajyoti N. Bhattacharya (DIN: 00868751), has resigned, due to other commitment, from the position of Non-Executive Non-Independent Director of the Company w.e.f. 29^th September 2023. Further, Mr. Jayant Vasant Dhobley (DIN: 02402556) was appointed as the Non-Executive Non-Independent Director of the Company w.e.f. 29^th September 2023 and Mr. Ashish Razdan (DIN: 03584734) was appointed as the Non-Executive Independent Director w.e.f. 23^rd November 2023. Mr. Sohanlal K. Jain (DIN: 02843676) retired on 31^st March 2024 from the position of Independent Director on completion of tenure of two terms of five consecutive years.

There are no changes in Key Managerial Personnel during the period under review.

Following are the Key Managerial Personnel of the Company: Mr. Suresh Sodani – Managing Director (MD) Mr. Krishna G. Ladsaria – Chief Financial Officer (CFO) Mr. Rahul Dubey – Company Secretary (CS)

The details thereof are furnished in the Corporate Governance Report. During the period under review, 6 (six) Board meetings were held. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

During the period under review, a meeting of the Independent Directors was held on 13th March 2024.

The Company has 6 (six) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes: Audit Committee Nomination and Remuneration Committee Stakeholders’ Relationship Committee Corporate Social Responsibility Committee Risk Management Committee Share Transfer Committee The composition of aforesaid Committees and other details are provided in Corporate Governance Report and forms an integral part of the Annual Report. The Board has accepted suggestions and reconsiderations of the aforesaid Committees.

There are no transactions with related parties which require disclosure under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

There are no loans or guarantees given or securities provided by the Company to any entity, under Section 186 of the Act. However, the Company has invested surplus fund of the Company in Inter Corporate Deposits after due compliance with the provisions of the Act.

The Company has put in place adequate internal control systems that are commensurate with the size of its operations. Internal control systems and procedures are periodically reviewed to keep pace with the Company’s operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has not accepted any deposits from the public during the period under review.

The Company is in compliance with the Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Pursuant to the requirement of Listing Regulations, the Company has constituted Risk Management Committee, which is mandated to review the risk management plan/process of the Company. Risk evaluation and management is an ongoing process within the organization. The Company has comprehensive Risk Management Policy which is periodically reviewed by the Risk Management Committee. The composition and terms of reference of the Risk Management Committee are provided in the Corporate Governance Report, which forms an integral part of the 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

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/Whistle Blower policy under which employees are free to report any actual or potential violation of our code, policies or laws.

We have a Code of Conduct and Vigil Mechanism/Whistle Blower Policy in place through which we promote highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities.

The policy on Vigil Mechanism/ Whistle Blower 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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without differentiating race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual and trainees) along with any women visiting the Company’s office/premises and women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company has complied with provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress and resolve any complaints received regarding sexual harassment at the workplace.

The details of complaints received, disposed of, and pending during the period under review are given below: No. of complaints received: 1 No. of complaints disposed of: 1 No. of complaints pending: 0

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility (‘CSR’) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance report, which forms an integral part of the Annual Report. The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-II and forms part of this Report.

The CSR Policy of the Company is available on its website and can be accessed at https://www.centuryenka.com/investor- relations/index.html#parentHorizontalTab6:ChildVerticalTab_215.

The disclosure pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding the ratio of the remuneration of each Director to the median employee’s remuneration and such other details as specified in aforesaid rule is annexed herewith as Annexure-III and forms part of this Report.

Disclosures pertaining to remuneration and other details as required underSection197(12)oftheActreadwiththeCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure-IV and forms part of the report. In accordance with the aforesaid provisions, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid rules forms part of this Report.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent (2%) of the equity shares of the Company.

Pursuant to the provisions of section 139 of the Act, 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 Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 55^th Annual General Meeting (AGM) until the conclusion of the 60^th AGM and confirmation of shareholder of the Company has been obtained in the 55^th AGM held on 13^th August 2021.

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

On recommendation of the Audit Committee, the Board in its meeting held on 16^th May 2024 has re-appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN-000030) as Cost Auditors for auditing the cost records of Nylon and Polyester products of the Company as covered under the aforesaid laws for the financial year ending on 31^st March 2025.

Pursuant to Section 148(3) of the Act read with Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company and accordingly, resolution seeking the ratification for the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants for the financial year ending on 31^st March 2025 is included in the Notice convening the 58^th AGM to be held on 30^th August 2024.

The cost audit report given by M/s Dhananjay V. Joshi & Associates, Cost Accountants, Cost Auditor for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 6^th September 2023.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in its meeting held on 16^th May 2024 has re-appointed M/s. Sanjay Sangani & Co., Company Secretaries in Practice (CP No.-3847), to undertake the Secretarial Audit of the Company for the financial year ending on 31^st March 2025. The Secretarial Audit Report for the period under review is annexed herewith as Annexure-V and forming part of the report. There is one observation in the Secretarial Audit Report for the period under review which is self-explanatory in nature.

Further, M/s. Sanjay Sangani & Co., Company Secretaries in Practice

(CP No. 3847), have been re-appointed to undertake the Secretarial Audit of the Company for the financial year ending on 31st March, 2024.

The Secretarial Compliance Report for the period under review, in relation to compliance of all applicable SEBI regulations/circulars/ guidelines issued thereunder, pursuant to requirement of regulation 24A of the Listing Regulations, is available on the website of the Company and can be accessed at https://www.centuryenka.com/pdf/annual-secretarial-compliance-report-31march2024.pdf

During the period under review, the Auditors have not reported any instances of fraud committed against the Company by its officers and employees to the Audit Committee under section 143(12) of the Act.

Pursuant to 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 on 31^st March 2024 in Form MGT-7 is available on the website of the Company and can be accessed at https://www.centuryenka.com/investor- relations/index.html#parentHorizontalTab6%7CChild%20:ChildVerticalTab_212.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

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.

Pursuant to Regulation 34(2)(f) of SEBI (LODR), filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization). BRSR ensures that stakeholders shall have access to effective compliance and communication through standardized disclosure.. This report is prepared in alignment with the Integrated Reporting

(IR) Framework laid down by the International Integrated Reporting Council (IIRC) and aims at presenting the value creation approach for our stakeholders.

the Company has not issued any Right Issue, Preferential Issue, Sweat Equity Shares, ESOP and shares with Differential Voting Rights; there was no revision in the financial statements; the Company has not made provision of any money for purchase of its own shares by employees or by Trust for the benefit of the employees pursuant to Rule 16 of the Companies (Share Capital and Debenture) Rules 2014.

the Company has not made any application under Insolvency and Bankruptcy Code, 2016. Further, there is no proceeding pending under the said code as at the end of the financial year; the Company has not undergone any one-time settlement with any banks or financial institutions and therefore the disclosure in this regard is not applicable; the Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of the Company express their deep sense of gratitude to the Central & the State Governments, Company’s bankers, financial institutions, stakeholders, business associates, for their co-operation and support extended to the Company and look forward to their continued support in future.

The Board very warmly thanks all employees of the Company for their contribution to the Company’s performance. We have immense respect for every person and applaud them for their superior levels of competence, dedication, and commitment to the Company.