Gravita India Ltd

To

The Members of

We are delighted to present on behalf of Board of Directors of Gravita India Limited ("the Company"), the 32^nd Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31^st March 2024.

FINANCIAL PERFORMANCE

Amount (Rs. in Crores)

1. State of the company's affair

During FY 24-25, the Indian economy is expected to demonstrate robust growth, continuing its recovery from the impacts of the COVID-19 pandemic. The GDP is projected to grow at a rate of approximately 7.0%, driven by a combination of strong domestic consumption, increased government spending on infrastructure, and a rebound in the services and manufacturing sectors. The agricultural sector is also anticipated to perform well, contributing to rural income growth and overall economic stability.

Additionally, the implementation of various economic reforms and digital initiatives is likely to enhance productivity and efficiency across industries. While challenges such as inflationary pressures and global economic uncertainties remain, India's diversified economic base and proactive policy measures are expected to sustain its growth trajectory, solidifying its position as one of the fastest-growing major economies in the world. The circular economy model, which focuses on minimizing waste and maximizing the reuse, recycling, and regeneration of materials, is gaining significant traction in India.

The country's market size for circular economy activities is substantial and rapidly expanding, driven by its large population and diverse industrial base. India's role in the global circular economy is pivotal, with major strides in sectors such as e-waste management, plastic recycling, and sustainable agricultural practices. Government initiatives, like the Swachh Bharat Mission and policies promoting Extended Producer Responsibility (EPR), have accelerated the adoption of circular economy principles. The private sector is also increasingly embracing sustainable practices, with companies investing in advanced recycling technologies and innovative resource management strategies. As India continues to develop its circular economy, it not only addresses critical environmental challenges but also creates economic opportunities, fosters innovation, and enhances resource security, positioning itself as a key player in the global shift towards sustainable development. With these opportunities at hand, your Company is strategically positioned to take advantage of the upcoming prospects in the recycling industry. The Company has delivered a robust performance during the Financial Year 2023-24.

• Consolidated Total Revenue stood at Rs. 3,161 crores in financial year 2023-24 as compared to Rs. 2,801 crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at Rs. 331 crores in financial year 2023-24 as compared to Rs. 286 crores in previous year.

• Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at Rs. 239 crores.

• Earnings Per Share of the Group stood at Rs. 34.88 per share.

• Total Revenue stood at Rs. 2,679 crores in financial year 2023-24 as compared to Rs. 2,524 crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at Rs. 234 crores in financial year 2023-24 as compared to Rs. 156 crores in previous year.

• Net Profit after Tax during the year is reported at Rs. 180 crores.

• Earnings Per Share of the Company stood at Rs. 26.01 share having face value of Rs. 2 each.

2. Dividend & Reserve

The Board of Directors of Company recommended the Dividend in the Board Meeting dated 01^st May, 2023 and shareholders in the Annual General Meeting dated 11^th September, 2023 declared the final dividend of Rs. 4.35 per share (217.50% of the face value of Rs. 2/- each) aggregate amounting to Rs. 30.03 Crores for the financial year ended 31^st March, 2023. The dividend paid to the members whose name appears in the Register of Members as at the closure of business hours of 04^th September, 2023 being the record date fixed for this purpose and further in respect of shares held in dematerialized form, it was paid to the members whose names were furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

Since Interim dividend is declared for FY 2024-25 in Board Meeting dated 30^th April, 2024. Therefore, Board of directors has not recommended final dividend for FY 2023-24.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The policy is uploaded on Company's website and can be accessed at the link : https://www.gravitaindia.com/ Upload/PDF/dividend-distribution-policy.pdf

Board Report

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of Company and is engaged in the business of Manufacturing of Lead, PP Granules and trading of Aluminium Scrap. During the year under review, this subsidiary has produced 4,585 MT of Lead and 398 MT of Plastic Granules. This subsidiary achieved turnover of Rs. 101.61Cr. and reported net profit of Rs. 8.74 Cr. during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step-down subsidiary of Company. The subsidiary is engaged in the business of Manufacturing of Lead, PP Granules & Aluminium Ingots. During the year under review, this plant produced 5,717 MT of Re-Melted Lead Ingots, 1,643 MT of Aluminium Ingots and 239 MT of Plastic Granules and achieved a turnover of Rs.163.50 Cr. coupled with net loss of Rs. 5.38 Cr.

c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a step-down subsidiary of the Company operating in Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review, this subsidiary produced 3,820 MT of Refined Lead Ingots and achieved a Total turnover of Rs. 72.95 Cr. coupled with net profit after tax of Rs. 6.44 Cr.

d. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a step-down subsidiary of the Company. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap and Aluminium. During the year under review, this subsidiary produced 7,552 MT of Lead, 3,455 MT of Aluminium and 57 MT of Plastic Granules, and achieved turnover of Rs. 227.91 Cr. coupled with net profit of Rs. 23.45 Cr.

e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium Scrap. During the year under review, this subsidiary produced 18,681 MT of Lead and 1,375 MT of Plastic Granules and achieved turnover of Rs. 378.60 Cr. coupled with net profit Rs. 26.19 Cr.

f. Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a step-down subsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling of Aluminium. During the year under review, this subsidiary produced 3,303 MT of Aluminium Ingots and achieved turnover of Rs. 75.94 Cr. coupled with net profit of Rs. 7.64 Cr.

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company, engaged in the business of Recycling of Lead Acid Battery scrap and aluminium scrap. During the year under review, this subsidiary produced 715 MT of Lead & 1024 MT of Aluminium Ingots and achieved turnover of Rs. 38.58 Cr. and incurred a net loss of Rs. 14.32 Cr.

h. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step-down subsidiary of Gravita India Limited. This subsidiary is engaged in trading Business. During the year under review, this subsidiary achieved turnover of Rs. 907.20 Cr. coupled with net loss of Rs. 4.07 Cr.

i. Gravita USA Inc, USA: Gravita USA Inc. is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review, this subsidiary achieved turnover of Rs.12.89 Cr. coupled with net loss of Rs. 0.08 Cr.

j. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review, this subsidiary achieved turnover of Rs. 7.16 Lacs Coupled with net profit of Rs.1.61 Lacs.

k. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company which is engaged in recycling and trading of Lead Acid Battery Scrap for producing Re-Melted Lead Ingots, PP Chips etc. During the year under review, this wholly-owned subsidiary incurred net loss of Rs. 0.15 Cr.

l. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Aluminum scrap. During the year under review, this subsidiary incurred net loss of Rs. 0.02 Cr.

m. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of Specific Lead Alloys. During the year under review, this subsidiary produced 2,815 MT of Lead and has achieved a turnover of Rs. 56.63 Cr. and earned a net profit of Rs. 2.48 Cr.

n. Gravita Infotech Limited, India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. In this financial year, Company achieved turnover of Rs. 0.12 Cr. coupled with net loss of Rs. 0.12 Cr.

o. M/s Gravita Infotech, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% stake in this firm. This firm is engaged in business of Information Technology. During the year under review, this firm incurred net loss of Rs. 0.01 Cr.

p. M/s Recycling Infotech LLP, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% stake in this LLP. Recycling Infotech LLP is engaged in business related to E-Marketing database collection etc. The LLP incurred net loss of Rs. 0.20 Lacs.

q. Other Subsidiaries:

The Company has some other Subsidiaries/Step down Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below: Noble Build Estate Private Limited, India Gravita Conakry SAU, Conakry Green Recyclers Mozambique LDA, Mozambique Gravita Gulf DMCC, United Arab Emirates Recyclers South Africa (PTY) Ltd., South Africa Gravita Dominicana S.A.S., Dominicana Republic Green Recyclers LLC, Oman

r. During the period under review and up to the approval of Board Report, the following stepdown subsidiaries and Associate Company have been closed/ disinvested:

n Gravita Nicaragua S.A. n Gravita Mali SA, Mali n Gravita Jamaica Limited n Recyclers Costa rica S.A.

Further as on 31^st March 2024 company has not made any investment in Joint Venture.

a) Annual Return: The return referred in Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.gravitaindia.com/investors/ corporate-governance

b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at https://www. gravitaindia.com/Upload/PDF/Material-Subsidiary.pdf Further, below mentioned subsidiaries of the company falls under the criteria of material subsidiary: Gravita Netherlands BV Recyclers Ghana Limited

c) Number of Board Meetings: During the year under review, the Board of Directors of the company met 6 (Six) times on following dates: 1^st May, 2023; 20^th June, 2023; 24^th July, 2023; 31^st October, 2023; 23^rd January, 2024 and 28^th March, 2024. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended.

d) Committees of the Board: Details of all the Committees along with their terms of reference, composition and meetings held during the year, is provided in the Corporate Governance Report, and forms integral part of this

Board Report e) Directors' Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013, with respect to the Director's responsibility Statement, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

b) They had selected such Accounting Policies and applied them consistently and made judgment 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 on 31^st March, 2024 and of the profit and loss of the company for that period;

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

d) They had prepared the Annual Accounts on a Going Concern basis;

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

f ) Proper system had been devised by directors, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f ) Declaration by Independent Directors and Statement on compliance of Code of Conduct:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules, 2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150(1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that 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 and that they are independent in the management. The Independent Directors have also confirmed that they have complied with the Company's code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

g) Vigil Mechanism/Whistle Blower Policy:

The Company is having an established and effective mechanism called the Vigil Mechanism, to provide a formal mechanism for the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct. The policy provides adequate safeguards against victimization of employees and Directors and provide direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee in appropriate or exceptional cases. The mechanism under the Whistle Blower Policy of the company has been appropriately communicated within the organization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company. The company's whistle blower policy is available on following web link: https://www.gravitaindia.com/Upload/PDF/whistle-blower-policy.pdf

h) Familiarization Programme for Independent Directors:

The Company has Familiarization Programme for Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Programme has been disclosed on the website of the Company. The company's policy on familiarization programme is available on following web link: https://www.gravitaindia.com/Upload/PDF/ Familarization-Policy.pdf.

The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with a copy of latest Annual Report, the Company's Code of Conduct, the Company's Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company's present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company, apart from this, the company also conducts various familiarization programmes as and when required. The detail of such familiarization programmes conducted is available on the website of the company and can be accessed from the following web link: https:// www.gravitaindia.com/Upload/PDF/Familarization-Policy.pdf

i) Nomination and Remuneration Policy: The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are formulated by the Nomination and Remuneration Committee. The salient features of the said policy can be accessed through Company's website from the following web link: https://www.gravitaindia.com/Upload/PDF/nomination-remuneration-policy.pdf

j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance of every Director of the Company was reviewed by filling up the questionnaire as prepared by considering the parameters including Appropriateness of Qualification, knowledge, skills and experience, time devoted to Board deliberations and participation level in board functioning, Extent of diversity in the knowledge and related industry expertise etc.

The Board/committee/directors found that the evaluation is satisfactory, and no observations were raised from the said evaluation in current year as well as in previous year.

k) Internal Financial Controls: In order to ensure orderly and efficient conduct of business, Company's management has put in place necessary internal control systems commensurate with its business requirements, scale of operations, geographical spread and applicable statutes. The Company has an in-house Internal Audit department manned by qualified professionals and an external firm acting as independent internal auditors that reviews internal controls and operating systems and procedures on a regular basis. Company's internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework etc. Company has designed the necessary internal financial controls and systems with regard to adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

l) Related Party Transactions: All related party transactions that were entered by the company during the financial year were on an arm's length basis and in the ordinary course of business. The company has not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the company on Related Party Transactions. Details with respect to transactions with related parties entered into by the company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure-1" in the form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your directors draw attention of the shareholders to the financial statements which set out related party disclosures. The policy on Related Party Transactions as approved by the Board is available on the Company's website at https://www.gravitaindia.com/Upload/PDF/related-party-transaction-policy.pdf Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are disclosed in the Financials of the company forming part of the Annual Report.

m) Corporate Social Responsibility(CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 directors viz Mr. Dinesh Kumar Govil (DIN: 02402409) (Chairman); Mr. Rajat Agrawal (DIN: 00855284) (Member) and Mr. Yogesh Malhotra (DIN: 05332393) (Member). The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. Annual Report on CSR on activities undertaken by the company and amount spent on them is attached as Annexure-2. For a detailed Corporate Social Responsibility policy please refer the website link https://www.gravitaindia.com/Upload/PDF/csr-policy.pdf

n) Risk Management Policy: The Company has developed and implemented a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Board of Directors. The Risk Matrix contains the Company's assessment of impact and probability of each significant risk and mitigation steps taken or planned. For a detailed risk management policy please refer the website link https://www.gravitaindia.com/Upload/PDF/risk-management-policy.pdf

o) Material Changes and Commitments, if any Affecting 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 the report: No material changes and commitments have occurred after the closure of the Financial Year till the date of this Report, which affect the financial position of the Company.

5. Corporate Governance

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.

6. Statutory Auditor and Auditor's Report

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No 001076N / N500013) were appointed as the Statutory auditors of the company at the 27^th Annual General Meeting of the Company held on 20^th September, 2019, for a period of five years from the conclusion of the 27^th AGM till the conclusion of the 32^nd Annual General Meeting.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No 001076N / N500013) will complete their first term of 5 consecutive years as the Statutory Auditor of the Company at the ensuing 32^nd Annual General Meeting. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the reappointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N / N500013) as the Statutory Auditors of the Company for second term of 5 years from the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM.

Further, M/s. Walker Chandiok & Co. LLP, Chartered Accountants has confirmed their consent/willingness and eligibility under the provisions of the Companies Act, 2013 read-with Rules made thereunder (the Act). They have also confirmed that they meet the criteria for re-appointment specified in Section 141 and all other applicable provisions of the Companies Act, 2013. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to said Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Further, the Auditors have issued a qualified opinion on the Financial Statements for the financial year ended on 31^st March, 2024.

The Auditors' Qualification has been appropriately dealt with in Note No. 44 to the Standalone Financial Statement and Note No. 44 to the Consolidated Financial Statement.

7. Cost Auditor and Cost Audit Report

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner by the Company. The Company has received consent from M/s K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm's length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records of the company for the Financial Year 2024-25, subject to ratification of remuneration by the members in the ensuing Annual General Meeting. During the period under review, the Cost Audit Report for the financial year 2022-23 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation. Further, M/s. K.G. Goyal & Associates, Cost Accountants, were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2023-24 and the same will be filed with the Registrar of Companies (Central Government) in due course.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below:

Apart from above, company has not given any Loan or provided any security pursuant to Section 186 of Companies Act, 2013 during F.Y. 2023-24.

9. Secretarial Auditor and Secretarial Audit Report

FCS Akshit Kr. Jangid, Partner of M/s Pinchaa & Co., Practicing Company Secretaries, Jaipur has been appointed as "Secretarial Auditors" of the Company to conduct Secretarial Audit and to prepare "Secretarial Audit Report" of the Company for the Financial Year 2023-24.

The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is set out in "Annexure-3" to this report.

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in equity shares of Gravita India Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website of the Company https://www.gravitaindia.com/Upload/PDF/Insider-trading-Code.pdf

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report as "Annexure-4".

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 provided at "Annexure – 5".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board's Report as an addendum thereto.

However, in terms of provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

There was no appointment/Resignation of KMP's/Director during the F.Y. 2023-24. However, In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogesh Malhotra (DIN: 05332393) is liable to retire by rotation and is eligible for re-appointment in the ensuing Annual General Meeting. On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28^th March, 2024 has approved the re-appointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman cum Whole-time Director of the Company for a further period of three years subject to approval of the shareholders through postal ballot. On June 14, 2024, the Shareholders of the Company, by way of a postal ballot, approved the re-appointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman cum Whole-time Director for a further period of three years w.e.f. 1^st April, 2024. Mr. Arun Kumar Gupta (DIN: 02749451) completed his second term of office as Independent Director of the Company on 30^th June, 2024. The Board placed on record his appreciation for the services rendered by him during his tenure as an Independent Director of the Company.

Further, On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 30^th April, 2024 has approved the appointment of Mr. Satish Kumar Agrawal (DIN: 10462319) for a period of Five years subject to approval of the shareholders through postal ballot.

Also, On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13^th May, 2024 has approved the appointment of Mr. Ashok Jain (DIN: 01641752) as Independent Director of the Company for a period of Five years subject to approval of the shareholders through postal ballot.

On June 14, 2024, the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr. Satish Kumar Agrawal (DIN: 10462319) and Mr. Ashok Jain (DIN: 01641752) as Independent Directors for a period of Five years w.e.f. 1^st July, 2024.

In accordance with the provisions of Companies Act, 2013, the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors' Report form part of this Annual Report.

The Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Companies Act, 2013 which forms part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report in "Annexure -6".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company are available on our website https://www.gravitaindia. com/investors/financial-details. Further, the copies of the financial statements of the company and its subsidiaries are available for inspection during working hours for a period of 21 days before the date of Annual General Meeting.

The Company is also providing Business Responsibility and Sustainable Report as stipulated under the Listing Regulations, the Business Responsibility and Sustainable Report(BRSR) describes about the initiatives taken by the Company from an environmental, social and governance perspective and Business Responsibility policy can be accessed at https://www. gravitaindia.com/Upload/PDF/business-responsibility-policy.pdf Further, Business Responsibility and Sustainable Report for F.Y. 2023-24 is available on website of the company and can be accessed with following link: https://www.gravitaindia.com/investors/brsr

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (‘SEBI Regulations'), the Compensation Committee of Board, inter alia, administered and monitored the Gravita Stock Appreciation Rights Scheme 2017 of your Company. Further, the Board of Directors at its meeting held on 20^th June, 2023 has taken on record the termination of the Gravita Stock Appreciation Rights Scheme - 2017 ("Scheme") and this decision made by the Compensation Committee of the Company. Further disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, for the financial year ended 31^st March, 2024 are available on website of the Company https://www.gravitaindia.com/Upload/PDF/ESOP-Disclosure-2024.pdf Further, A certificate from the Secretarial Auditor on the implementation of your Company's Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

The Company has not accepted any Deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period. Additionally, company has never accepted deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 therefore no amount is unclaimed or outstanding for payment as on 31^st March, 2024.

Further, During the period under review, the Company has taken unsecured loan of Rs. 55.00 Cr. from Mr. Rajat Agrawal (DIN: 00855284), Managing Director of the Company pursuant to Rule 2(1)(c) (viii) of Companies (Acceptance of Deposits) Rules, 2014 and also received a declaration from Mr. Rajat Agrawal (DIN: 00855284), Managing Director of the Company that the amount has not been given out of the funds acquired by him by borrowing or accepting loan or deposits from other(s).

During the year under review, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as issued and amended, from time to time by the Institute of Company Secretaries of India ("ICSI") in terms of Section 118(10) of the Act.

The Authorized Capital of the Company is Rs. 17,00,00,000 and paid up capital of the Company is Rs.13,80,75,828 as on 31^st March, 2024. During the year under review, there is no change in the capital structure since the previous year.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and the Rules made there under. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2023-2024.

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (‘IEPF rules'), - dividend which remains unclaimed for a period of seven years or more from the date of transfer to the ‘Unpaid Dividend Account' of the Company shall be transferred along with interest accrued, if any, to the ‘Investor Education and Protection Fund' (IEPF) established by the Central Government. Accordingly, the company has transferred a sum of Rs. 25,951/- during the year (unclaimed for a period of seven years) to the said Fund on account of unpaid dividend account. - the Company is required to transfer shares to the IEPF Suspense Account in respect of which dividends remained unpaid/ unclaimed for a period of seven consecutive years or more. In compliance to the said requirement, the Company has transferred 349 Equity shares to IEPF suspense account relating to the investors who have not claimed any dividend from last 7 years. The detail of the investors whose amount and shares are transferred is available on the website of the company https:// www.gravitaindia.com/investors/iepf

During the period under review, Any Director of the Company has not received any commission from the Company. Further, neither the Managing Director nor the Whole-time Director received any remuneration/commission from any Subsidiary.

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Your Directors state that as there were no transactions during the year under review therefore no disclosure or reporting is required in respect of the following items:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP's referred to in this Report.

• Details relating to significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• Details relating to provisions of section 134 (3) (ca) of Companies Act, 2013 in respect of particulars of frauds reported by the auditors.

• Details related to change in nature of business of the company.

• There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors,

Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.