Antony Waste Handling Cell Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the 2nd Integrated Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the year 2024-25.

1. STATE OF THE COMPANYS AFFAIRS

The performance of the Company and its business is detailed out in the Management Discussion and Analysis Report, which forms part of this Integrated Report.

2. FINANCIAL HIGHLIGHTS

(H in Lakh except Earnings per Share)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31,2025	March 31,2024
Revenue from Operations	3,517	5,440	93,361	87,141
Other Income	590	287	2,518	2,353
Total Revenue	4,107	5,727	95,879	89,494
Total Expenses	3,920	5,168	86,427	78,586
Profit/(Loss) before tax	2,576	559	11,841	10,908
Tax Expenses	157	(71)	1,777	919
Net Profit for the period	2,419	630	10,064	9,989
Net profit attributable to:
Owners of the Holding Company	2,419	630	8,536	8,621
Non-controlling interest	-	-	1,528	1,368
OCI - gain / (loss) for the period / year attributable to:
Owners of the Holding Company	60	44	6	(62)
Non-controlling interest	-	-	(1)	(1)
Total Comprehensive Income - gain for the period / year attributable to:
Owners of the Holding Company	2,479	674	8,542	8,559
Non-controlling interest	-	-	1,527	1,367
Earnings per Share (Basic) (in J)	8.53	2.22	30.10	30.40
Earnings per Share (Diluted) (in J)	8.53	2.22	30.10	30.39

3. DIVIDEND

The Company remains dedicated to advancing the Waste Management sector in India, encouraged by supportive government policies and rising demand from Urban Local Bodies (ULBs). Our outlook for primary investments and growth in the near and medium term is optimistic, backed by strong economic fundamentals. To take advantage of emerging opportunities, we intend to launch several initiatives and ventures, including substantial investments in capital expenditure, workforce, and infrastructure. Given our current focus on expansion and development, the Company has decided to retain and reinvest earnings rather than declare dividends or allocate funds to reserves. This strategy ensures we are well equipped to win and successfully carry out future contracts, fostering sustainable growth and creating long-term value for our stakeholders.

Further, in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.antony-waste. com/docs/investors/corporate-governance/policies/ Dividend Distribution Policy.pdf .

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, which forms part of this Integrated Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP

During the year under review, the Honble National Company Law Tribunal, Mumbai Bench, (NCLT) has approved the Scheme of Merger by Absorption of Antony Infrastructure and Waste Management Services Private Limited (First Transferor Company) and KL EnviTech Private Limited (Second Transferor Company) into AG Enviro Infra Projects Private Limited (Transferee Company) vide its order dated August 13, 2024. Consequently, effective August 30, 2024, both the subsidiaries have ceased to exist.

As on date of this report, the Company has Six subsidiaries and one associate overseas Company. There has been no change in the nature of business of any of the subsidiaries during the year. The details of the performance of the subsidiaries/associate company/LLP during the year under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

Antony Lara Enviro Solutions Private Limited has reported total revenue of H 26,368 lakh for the current year as compared to H 22,939 lakh in the previous year. The total comprehensive income for the year under review amounted to H 5,423 lakh as compared to an income of H 5,475 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

AG Enviro Infra Projects Private Limited has reported total revenue of H 52,812 lakh for the current year as compared to H 48,007 lakh in the previous year. The total comprehensive income for the year under review amounted to H 1,383 lakh as compared to an income of H 3,075 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

Antony Lara Renewable Energy Private Limited has reported total revenue of H 8,230 lakh for the current year as compared to H 7,538 lakh in the previous year. The total comprehensive income for the year under review amounted to H 369 lakh as compared to a loss of H 654 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited has reported total revenue of H 5,583 lakh for the current year as compared to H 5,175 lakh in the previous year. The total comprehensive income for the year under review amounted to H 708 lakh as compared to an income of H 301 lakh in the previous year.

ANTONY RECYCLING PRIVATE LIMITED

Antony Recycling Private Limited has reported total revenue of H 22 lakh for the current year as compared to Nil in the previous year. The total comprehensive loss for the year under review amounted to H124 lakh as compared to a loss of H 22 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP has reported total revenue of H 47 lakh for the current year as compared to H 973 lakh in the previous year. The total comprehensive loss for the year under review amounted to H 14 lakh as compared to a loss of H 199 lakh in the previous year.

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on the amount invested in Mazaya and has made provision for diminution in value of the entire investment. With a view to write-off its investment in the shares of Mazaya, we have submitted an application to Reserve Bank of India seeking permission to write-off the entire amount of investment.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company for the year 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act), including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the Auditors Report thereon forms part of this Integrated Report.

The provisions of Section 129(3) of the Act and rules made thereunder, a separate statement containing salient features of financial statements of its Subsidiary, Associate Companies in form AOC-1 is annexed as Annexure I and forms part of this Integrated Report.

The financial statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The statements are also available on the website of the Company at https://www.antony-waste. com/investors/subsidiaries/ under the Investors section.

6. MERGER

The Board of Directors of the Company, at its meeting held on March 27, 2025, subject to requisite approvals, have approved the Scheme of Merger by Absorption of AG Enviro Infra Projects Private Limited (Transferor Company) into Antony Waste Handling Cell Limited (Transferee Company) and their respective Shareholders and Creditors. The appointed date for the merger is April 1, 2025. The Scheme application was filed with the Honble NCLT on March 31, 2025 and is currently awaiting the approval from Honble NCLT.

7. AUDITORS

(I) STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), have been appointed as Statutory Auditors of the Company at the 21st Annual General Meeting of Members of the Company held on September 27, 2022, for a second term of 5 years from the conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting to be held in year 2027.

During the year, the statutory auditors have confirmed that they satisfy the Independence and Eligibility criteria required under the Act. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process.

No frauds have been reported by the Statutory Auditors during the year 2024-25 pursuant to the provisions of Section 143(12) of the Act.

The Auditors Report for the year 2024-25 on the financial statements (standalone and consolidated) of the Company does not contain any qualification, reservation, adverse remark, or disclaimer.

The above reports are annexed herewith and forms part of this Integrated Report.

Further, the notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments from the Board under Section 134(3)(f) of the Act.

(II) SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries, Mumbai, were appointed to undertake the Secretarial Audit of the Company for the year 2024-25.

The said Report, does not contain any qualification, reservation, adverse remark or disclaimer except as stated below:

Delay in receipt of share certificates or any other document as an evidence of investment, from Mazaya Waste Management LLC, a company incorporated outside India, and delay in filing the Annual Performance Report (APR) in respect of the aforementioned company beyond the timelines stipulated vide FED Master Direction No. 15/2024-25 under the Foreign Exchange Management Act, 1999.

Management response:

The Company is in the process of regularizing these defaults by filing necessary applications with the appropriate authority for condonation of such delays and the possible penalties etc., if any, which may be levied for these contraventions are likely to be condoned by the regulatory authorities.

No frauds have been reported by the Secretarial Auditor during the year 2024-25 pursuant to the provisions of Section 143(12) of the Act.

The Secretarial Audit Report for the year 2024-25 is annexed as Annexure II and forms part of this Integrated Report.

Further, the Board of Directors at its meeting held on August 8, 2025, have approved the appointment of SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries as Secretarial Auditor of the Company for a term of five consecutive years i.e. from financial year 2025- 26 to financial year 2029-30 subject to approval of the Members at the ensuing AGM.

The above appointment forms part of the notice of the ensuing AGM and the resolution is recommended for members approval.

(III) SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANIES

SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries

Mumbai, were appointed to undertake the Secretarial Audit of Antony Lara Enviro Solutions Private Limited, AG Enviro Infra Projects Private Limited and Antony Lara Renewable Energy Private Limited, material unlisted subsidiary companies of the Company in terms of Section 204 of the Act read with Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report(s) as issued by them does not contain any qualification, reservation or adverse remark or disclaimer. The said reports are also annexed herewith as Annexure III(A) to Annexure III(C) and forms part of this Integrated Report.

(IV) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, has been submitted to the Stock Exchanges and is annexed herewith as Annexure IV to this Integrated Report and does not contain any qualification, reservation or adverse remark or disclaimer.

8. SHARE CAPITAL

The Authorised and Paid-up Share capital of the Company as on March 31, 2025 stand at H 1,82,99,26,960 and H 14,19,10,500 respectively.

The Company has not issued any shares or convertible securities and does not have any scheme, except AWHCL EMPLOYEE STOCK OPTION PLAN 2022, for the issue of shares, including sweat equity to its employees or Directors. As on March 31, 2025, none of the Directors of the Company hold convertible instruments of the Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at their 21st Annual General Meeting held on September 27, 2022 had approved AWHCL EMPLOYEE STOCK OPTION PLAN 2022 for grant of, from time to time, in one or more tranches, not exceeding 3,00,000 (Three Lakh) employee stock options to the identified employees of the Company and its subsidiary and associated companies. Further, a certificate from Secretarial Auditor i.e. SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries, Mumbai, had been received confirming that AWHCL EMPLOYEE STOCK OPTION PLAN 2022, has been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations). During the year under review, there were no material changes made to the scheme.

During the year under review, a total of 7,140 options were exercised by the grantees.

A copy of the aforesaid certificate and Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, are available on the website of the Company at https://www. antonv-waste.com/investors/annual-reports/ .

9. CREDIT RATING

The Credit Rating of the Company on bank facilities is detailed below:

Facilities	Amount (J in Crore)	Ratings
Long Term Bank Facilities	13.50	CARE BBB+; Stable
Short Term Bank Facilities	22.00	CARE A3+

This underscores the Companys strong financial stewardship and highlights the confidence it has earned for reliably fulfilling its financial commitments.

10. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Pursuant to Section 186 of the Act read with Schedule VI, the projects/activities of the Company are categorized as Infrastructure facility, therefore the provisions of said section are exempted, except for Section 186(1). Further, the details of any investment or advanced loans or a guarantee are stated in the notes to the financial statements.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system stands as a cornerstone of our governance framework, propelling us toward achieving the Companys objectives while protecting our valuable assets and guaranteeing the highest level of precision and dependability in our reporting. Through the adoption of strong policies, clear processes, effective procedures, and industry best practices, we strive to actively reduce risks and offer solid assurance that our daily operations are executed with the greatest efficiency and efficacy. Our approach encompasses extensive monitoring methods to protect all assets against unauthorized access or disposition. The Companys Internal Financial Controls, in relation to the financial statements, are sufficiently designed and operational.

Your Company had appointed an external professional agency Suresh Surana & Associates LLP, Chartered Accountant, to conduct the internal audit for the year 2024-25.

During the year under review, no material or serious observation has been received from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188(1) of the Act. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The details of all related party transactions, as approved, are placed on a quarterly basis before the Audit Committee for its review.

Further, there are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. All related party transactions entered are mentioned in the notes to the financial statements.

The Policy on the Related Party Transactions is available on the website of the Company at https://www.antony- waste.com/docs/investors/corporate-governance/ policies/Policy on RPT.pdf .

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Board Structure. Further, as on March 31, 2025, the Company had following Members on the Board:

Name of the Director	Designation
Mr. Jose Jacob Kallarakal	Chairman and Managing Director
Mr. Shiju Jacob Kallarakal	Executive Director
Mr. Shiju Antony Kallarakal	Non-Executive Director
Mr. Ajit Kumar Jain	Independent Director
Ms. Priya Balasubramanian	Independent Director
Mr. Suneet K Maheshwari	Independent Director

KEY MANAGERIAL PERSONNEL (KMP)

There is no change in the KMP of the Company during the reporting period. Further, as of March 31, 2025, the KMPs of the Company, as designated under provisions of Section 203 of the Act, are listed below:

Sr. No.	Name of KMP(s)	Designation
1	Mr. Jose Jacob Kallarakal	Chairman and Managing Director
2	Mr. Subramanian NG	Group Chief Financial Officer
3	Ms. Harshada Rane	Company Secretary and Compliance Officer

During the year, Seven (7) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Integrated Report.

Further, in accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Jose Jacob Kallarakal (DIN:00549994), Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for reappointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The above re-appointment forms part of the notice of the ensuing AGM and the resolution is recommended for members approval.

DECLARATION OF INDEPENDENCE

The Board of Directors, basis the declarations submitted by the Independent Directors (IDs), has affirmed that each ID meets the independence criteria as specified under Section 149 of the Act and the SEBI Listing Regulations, confirming their independence from management. Additionally, in accordance with Section 150 of the Act and Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, all IDs have registered themselves in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs (IICA). Furthermore, as per Rule 6(4) of the aforesaid rules, each Independent Director has either passed or is exempt from the online proficiency self-assessment test conducted by the IICA.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To ensure that all Directors are well-equipped to fulfill their roles and responsibilities, the Company has established a comprehensive familiarisation programme. This programme is carefully structured to comply with statutory requirements under the Act and other relevant regulations. Each Director receives a customised induction experience designed around their individual backgrounds, interests, and areas of expertise.

As part of this initiative, the Directors are encouraged to visit the Companys facilities, providing them with an opportunity to observe operations first-hand and engage directly with members of Senior Management. These plant visits help to foster a deeper appreciation of the Companys processes, culture, and strategic priorities.

In addition, the induction programme includes a series of detailed presentations delivered by Senior Management. These presentations cover a wide range of topics, including the Companys corporate strategy, operational framework, product portfolio, market presence, group structure and subsidiaries, composition of the Board, governance guidelines, matters reserved specifically for Board decision, and the approach to risk identification and mitigation.

Through this multi-faceted orientation, Directors gain valuable insights into the Companys core values, business drivers, and leadership approach. This comprehensive understanding enables them to contribute more meaningfully during Board deliberations and to exercise effective oversight of management performance, ultimately supporting the Companys long-term success.

Further, the details of the familiarisation programme provided to the Directors is available on the website of the Company at https://www.antony-waste.com/docs/ investors/corporate-governance/policies/FamilarisationProgrammeofIDs.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointments of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the NRC and the Board of Directors while making selection of the candidates.

The above policy is available on the website of the Company at https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Nomination and Remuneration Policy.pdf .

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. Based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Board Evaluation was carried out on following parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk management, processes, and protocols

• Value creation for stakeholders and commitment to responsibilities

• Supervision of financial reporting, internal controls, and auditing functions

• Ethical standards, compliance, and oversight activities

The Board evaluation process for the year 2024-25 was conducted in a systematic and comprehensive manner. A structured questionnaire covering various aspects of the Boards functioning, such as board composition and dynamics, board oversight and governance, board strategy and performance, board development and culture, etc., was circulated to all the Directors and feedback was sought on the same. Further, the Chairman of the NRC had one-on-one meetings with the Independent Directors (IDs), the Executive and Non-Executive Directors. These meetings were intended to obtain Directors inputs on the effectiveness of the Board/Committee processes.

During a separate meeting of the Independent Directors on March 21, 2025, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, incorporating feedback from the Executive Directors and other Non-Executive Directors. The NRC also assessed the performance of individual Directors and the Board collectively. In the subsequent Board meeting, which followed the Independent Directors meeting and the NRC meeting, the performance of the Board, its committees, and individual Directors, including the Chairman, was thoroughly discussed. The Board evaluation for the year 2024-25 was completed, with key findings and recommendations noted for ongoing improvement.

14. BOARD COMMITTEES

The Committees of the Board hold regular meetings to deliberate on relevant business matters, policies, and strategies amongst other. To promote effective participation, the schedule for upcoming Committee meetings is shared with members well in advance, enabling them to prepare and contribute meaningfully. Additionally, when urgent decisions are required, proposals are sometimes approved by circulation among Committee members.

The Companys Board of Directors has established both mandatory and non-mandatory Committees in accordance with the requirements of the SEBI Listing Regulations and the Act.

The list of the Committees is as follows:

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholders Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition, meetings, terms of reference etc., please refer to the Report on Corporate Governance annexed to Board report and forms part of this Integrated Report.

15. VIGIL MECHANISM AND WHISTLEBLOWER POLICY

In terms of the provisions of the Act and the SEBI Listing Regulations, the Vigil Mechanism is implemented through the Companys Whistle Blower Policy to enable the Directors, employees, and all stakeholders of the Company to report genuine concerns or grievances about any unethical or unacceptable business practice and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at https://www.antony-waste.com/ docs/investors/corporate-governance/policies/Vigil Mechanism Policy.pdf .

16. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

In furtherance to the Companys core values of honesty, transparency, and ethical conduct, the Board has formally established an Anti-Bribery and Anti-Corruption Policy as a key component of the Companys Code of Business Conduct. This policy underscores the Companys unwavering stance of zero tolerance towards bribery and corruption in any form and at any level. The Company is fully committed to operating with integrity and fairness in all its business transactions and relationships, both internally and externally.

To reinforce awareness and ensure widespread understanding of this commitment, the Human Resources department has proactively implemented educational initiatives focused on the Anti-Bribery and Anti-Corruption Policy. These initiatives include comprehensive training sessions and the distribution of questionnaires designed to assess and strengthen employees grasp of the policys key principles and requirements. Through such ongoing measures, the Company strives to cultivate a culture where ethical business practices are ingrained in daily operations and compliance is second nature to all team members.

During the year under review, there were no complaints received regarding bribery or corruption, further affirming the strong ethical standards upheld by employees.

The Anti-Corruption and Anti Bribery Policy is available on the website of the Company at https://www.antony-waste.com/docs/investors/corporate-governance/policies/Anti corruption and anti-briberyPolicy.pdf

17. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had 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 at the end of the financial year and of the profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The report on the particulars of conservation of Energy, Technology absorption and foreign exchange earnings and outgo are mentioned in Annexure V and forms part of this Integrated report.

19. PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure VI and forms part of this Integrated report.

Details of employee remuneration as required under provisions of Section 197 of the Act read with Rule 5(2) and 5(3), are available to members for inspection at the Registered Office of the Company on every working day of the Company between 10 am to 12 noon up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write an e-mail to investor.relations@antonvwaste.in .

20. CORPORATE GOVERNANCE

During the year under review, the Company complied with the applicable provisions relating to corporate governance as provided under the SEBI Listing Regulations. The compliance report together with a certificate from the Practicing Company Secretaries confirming compliance is provided in the Report on Corporate Governance annexed herewith as Annexure VII, and forms part of this Integrated Report.

21. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the 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 (POSH) and the Rules made thereunder.

The Company has constituted Internal Complaints Committee (ICC) under POSH and has complied with the provisions relating to the same. The ICC has been set up comprising 5 (five) Members of whom 3 (Three) are female employees, 1 (one) is male employee and 1 (one) external female Member who is a specialist in dealing with such matters. The employees are sensitized from time to time in respect of matters connected with prevention of sexual harassment. Awareness programmes are conducted across all sites to sensitize the employees to uphold the dignity of their colleagues at workplace.

During the year under review, the Company has not received any complaint of sexual harassment.

Further, the details as required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 is provided below:

a)	number of complaints of sexual harassment received in the year	0
b)	number of complaints disposed off during the year	0
c)	number of cases pending for more than ninety days	0

The Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company at https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Anti Sexual Harassment Policy.pdf .

22. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual return of the Company for the year 2024-25 is available on the website of the Company at https://www.antony-waste. com/investors/annual-reports/ .

In terms of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

23. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the Board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

For further details, please refer to the Risk Management section of this Integrated Report.

The Risk Management Policy is available on the website of the Company at https://www.antony-waste.com/ docs/investors/corporate-governance/policies/Risk Management Policy.pdf .

24. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) POLICY AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

To further strengthen its ESG commitments, Company has voluntarily adopted the Business Responsibility and Sustainability Report (BRSR) framework, in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations. This step enhances transparency and ensures the company remains aligned with evolving regulatory standards and stakeholder expectations.

The BRSR, available on the website of the Company at https://www.antony-waste.com/investors/annual -reports , is proudly released as part of this Integrated Report and provides a comprehensive overview of Companys environmental, social, and governance initiatives.

In the year 2024-25, Company undertook an extensive materiality (impact materiality) assessment, engaging stakeholders to identify, evaluate, and prioritize ESG issues most pertinent to its business and stakeholders. This assessment, guided by leading frameworks such as the Global Reporting Initiative (GRI) Universal Standards and the MSCI ESG Ratings methodology, has been instrumental in shaping the companys sustainability agenda. The findings have informed the development of an ESG Roadmap featuring measurable goals and milestones for the coming years.

The implementation of these initiatives is designed to foster sustainable business growth while future-proofing the Company against emerging challenges.

The ESG Policy is also available on the Companys website at https://www.antony-waste.com/docs/investors/ corporate-governance/policies/ESGPolicy.pdf

25. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company constituted the Corporate Social Responsibility (CSR) Committee. The Committee has the overall responsibility of identifying the areas of CSR activities, recommending the amount of expenditure to be incurred on the identified activities, implementing, and monitoring the CSR Policy from time to time and reporting progress on various initiatives.

Further, a statutory report on CSR activities and the contents of Corporate Social Responsibility policy annexed as Annexure VIII, forms part of this Integrated Report.

26. INTEGRATED REPORTING

The Company has voluntarily prepared an Integrated Report that encompasses both financial and non-financial information, empowering Members to make well-informed decisions and gain deeper insight into the Companys long-term vision. This report covers aspects such as strategic direction, governance framework, performance, and prospects for value creation across five key capitals: financial, manufactured, intellectual, human, social and relationship, and natural. Continuing its integrated reporting journey this fiscal year, the Company reaffirms its commitment to transparency and responsible corporate citizenship. Guided by the International Integrated Reporting Framework (now under the IFRS Foundation), the 2nd Integrated Report highlights the Companys actions toward long-term sustainability and stakeholder value creation, with the Board taking responsibility for the accuracy and integrity of all information presented.

27. HEALTH, SAFETY AND ENVIRONMENT

The Companys policy on health, safety and environment aims at healthy, safe, and productive work environment, by providing continuous training and adopting the best of safety practices and monitoring the stated practices. Every employee, whether in a direct or indirect capacity, undergoes comprehensive training in essential technical skills such as first aid and firefighting. To ensure preparedness for unforeseen circumstances, mock drills featuring carefully conceived scenarios are regularly executed across all operational sites. These drills serve as a means to keep the workforce vigilant, poised, and adept in effectively managing a spectrum of emergencies.

For further details, please refer to the Human Capital section of this Integrated Report.

28. DIRECTORS & OFFICERS LIABILITY INSURANCE

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

29. ADDITIONAL RELEVANT DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. the provisions of Section 125(2) of the Act, do not apply as there was no unclaimed dividend in the previous years;

v. the Company has not transferred any amount to the reserves of the Company. Hence, disclosure under Section 134(3)(j) of the Act is not applicable;

vi. the Company has not accepted any public deposits under Section 73 of the Act. Hence, disclosure under Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5) (ii) of the Companies (Accounts) Rules, 2014 is not applicable;

viii. the Company was not required to maintain the cost records and requirement of cost audit, as prescribed under the provisions of Section 1 48(1) of the Act, were not applicable for the business activities carried out by the Company;

ix. the Company has complied with the applicable Secretarial Standards (SS1 and SS2) as issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act;

x. except as stated in heading 6 of this report, material changes or commitments have occurred between the end of the financial year and the date of this Report, which affect the financial statements of the Company with respect to the reporting year;

xi. there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

xii. there were no instances of onetime settlement with any Banks or Financial Institutions;

xiii. there were no agreements that subsist as on the date of this report under clause 5A to para A of part A of schedule III of SEBI Listing Regulations;

xiv. the Company was in compliance of the applicable provisions relating to the Maternity Benefit Act 1961.

30. INDUSTRIAL RELATIONS

The Company maintained exemplary relations with its employees throughout the year under review. The Board extends its profound gratitude to the employees across all cadres for their unwavering dedication and invaluable service. Their commitment is the cornerstone of our success in the waste management sector in India. We anticipate their continued support and an elevated level of productivity to achieve our ambitious targets for the future. The contribution of our staff is indispensable in driving our mission forward and addressing the critical environmental challenges of our nation.

31. ACKNOWLEDGEMENT

The Board of Directors extends its heartfelt appreciation to all the Central and State Government departments, organizations, and agencies for their unwavering support and cooperation throughout the year. Their assistance has been instrumental in enabling the Company to achieve its goals and fulfill its mission.

The Directors also wish to express their deep gratitude to every stakeholder of the Company, including valued customers, shareholders, dealers, vendors, banking partners, and other business associates. The steadfast support, trust, and collaboration received from these stakeholders have played a pivotal role in the Companys progress and success over the past year.

A special note of recognition is reserved for the employees of the Company, whose unwavering commitment, tireless efforts, and exemplary dedication continue to be the driving force behind the Companys achievements. The Board places on record its sincere appreciation for their outstanding contributions, which form the backbone of the Companys ongoing growth and resilience.

The Directors look forward to continued cooperation and support from all stakeholders as the Company advances towards its vision, striving to meet new milestones and address the evolving challenges in the waste management sector.

32. CAUTIONARY STATEMENT

All the Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be forward looking statements within the meaning of applicable securities laws and regulations.

Actual results of operations may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the logistics sector and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our Companys exposure to market risks, general economic and political conditions in India which have an impact on our Companys business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industry we operate in.

The Company is not obliged to publicly amend, modify, or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

	For and on Behalf of Board of
	ANTONY WASTE HANDLING CELL LIMITED
	JOSE JACOB KALLARAKAL
Date : August 08, 2025	CHAIRMAN AND MANAGING DIRECTOR
Place : Thane	DIN: 00549994