Antony Waste Handling Cell Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 1^st Integrated Report of the Company along with the audited financial statements (standalone and consolidated) for the year 2023-24.

1. STATE OF AFFAIRS OF THE COMPANY

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

2. FINANCIAL HIGHLIGHTS

H ( in Lakh except Earnings per Share)

	Standalone		Consolidated
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	5,462	5,522	87,289	85,425
Other Income	265	1,635	2,355	2,096
Total Revenue	5,727	7,157	89,644	87,521
Total Expenses	5,168	5,445	78,736	77,292
Profit/(Loss) before tax	559	1,711	10,908	10,229
Tax Expenses	(71)	438	919	1,772
Net Profit/(Loss) after tax	630	1,273	9,989	8,457
Other comprehensive income/(loss) for the year, (net of tax)	44	34	(63)	42
Total comprehensive income/(loss) for the year	674	1,307	9,926	8,499
Earnings per Share (Basic) (in H)	2.22	4.50	30.40	24.07
Earnings per Share (Diluted) (in H)	2.22	4.50	30.39	24.06

3. DIVIDEND

The Company remains steadfast in its commitment to the Waste Management sector in India, anticipating favourable conditions driven by government policies and increasing demand from Urban Local Bodies (ULBs). Holding a positive outlook for primary investments and growth projections in the short and medium term, the Company is buoyed by robust economic fundamentals. To capitalize on these prospects, we plan to execute various initiatives and ventures, including significant investments in capex, workforce, and associated infrastructure. Given the current strategic focus on expansion and development, the Company has chosen to preserve and reinvest its earnings rather than declare dividends or allocate funds to reserves. This approach ensures that we are well positioned to secure and effectively execute upcoming contracts, thereby driving sustainable growth and 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 Companys website 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, forming part of this Integrated Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP

Asondateofthisreport,theCompanyhaseightsubsidiaries and one associate overseas Company. The details of the performance of the subsidiary/associate companies/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 22,939 lakh for the current year as compared to H 19,270 lakh in the previous year. The total comprehensive income for the year under review amounted to H 5,475 lakh as compared to income of H 5,380 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

AG Enviro Infra Projects Private Limited has reported total revenue of H 47,728 lakh for the current year as

compared to H 38,385 lakh in the previous year. The total comprehensive income for the year under review amounted to H 3,089 lakh as compared to income of H 762 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

Antony Lara Renewable Energy Private Limited has reported total revenue of H 7,538 lakh for the current year as compared to H 17,718 lakh in the previous year. The total comprehensive loss for the year under review amounted to H 654 lakh as compared to income of H 1,259 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited has reported total revenue of H 5,175 lakh for the current year as compared to H 4,945 lakh in the previous year. The total comprehensive income for the year under review amounted to H 301 lakh as compared to income of H 270 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP has reported total revenue of H 973 lakh for the current year as compared to H 1,595 lakh in the previous year. The total comprehensive loss for the year under review amounted to H 199 lakh as compared to income of H 127 lakh in the previous year.

KL ENVITECH PRIVATE LIMITED

KL EnviTech Private Limited has reported total revenue of H 1 lakh for the current year as compared to H 19 lakh in the previous year. The total comprehensive loss for the year under review amounted to H 4 lakh as compared to loss of H 21 lakh in the previous year.

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT SERVICES PRIVATE LIMITED

Antony Infrastructure and Waste Management Services Private Limited has reported total revenue of H 283 lakh for the current year as compared to H 332 lakh in the previous year. The total comprehensive loss for the year under review amounted to H 10 lakh as compared to income of H 23 lakh in the previous year.

ANTONY RECYCLING PRIVATE LIMITED (FORMERLY KNOWN AS ANTONY REVIVE EWASTE PRIVATE LIMITED)

Antony Recycling Private Limited did not earn any revenue as it has not yet commenced its commercial operations. Further, the total comprehensive loss for the year under review amounted to H 22 lakh as compared to loss of H 43 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 2023-24 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 OF SUBSIDIARIES

During the year under review, we initiated the merger process 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). After securing the necessary approvals from shareholders and creditors, we submitted the merger application to the Honble National Company Law Tribunal (NCLT). The NCLT sanctioned the Scheme of Merger by Absorption on August 13, 2024, paving the way for the mergers completion. This merger is anticipated to bring numerous benefits to our group and stakeholders.

7. AUDITORS

(I) STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), have been appointed as Statutory Auditors of the Company at the 21^st Annual General Meeting of Members of the Company held on September 27, 2022, for a second term of 5 years from the conclusion of 21^st Annual General Meeting till the conclusion of 26^th 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. The Auditors attend the Annual General meeting of the Company. No frauds have been reported by the Statutory Auditors during the year 2023-24 pursuant to the provisions of Section 143(12) of the Act.

The Auditors Report for the year 2023-24 on the financial statements (standalone and consolidated) of the Company forms part of this Integrated Report and does not contain any qualification, reservation, adverse remark, or disclaimer except as stated below:

Standalone Financial Statement
Qualification	Management Response
As explained in Note 46 to the accompanying standalone financial statements, the Companys non-current trade receivables as at 31 March 2024 include certain long outstanding receivables aggregating H 566.39 lakhs due from two Municipal Corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the managements assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2024 and the consequential impact, on the accompanying standalone financial statements. Our audit report dated 24 May 2023 on the standalone financial statements for the year ended 31 March 2023 was also qualified in respect of this matter.	Note 46: Trade receivables (non-current) as at 31 March 2024 include amounts which are due from two Municipal Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64 lakhs), which are outstanding for a long time. The cases pertaining to such amounts are presently disputed under Honorable High Courts. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.
Emphasis of Matter	Management Response
We draw attention to Note 41(e) of the standalone financial statements regarding the search operation carried out by the Income Tax Department (‘the department) during October 2021 and demand orders received by the Company in the current year. Given the uncertainty and pending outcome of the assessment proceedings, the adjustments, if any required to these standalone financial statements owing to the impact of aforesaid matter, is presently not ascertainable. Our opinion is not modified in respect of this matter.	Note 41(e): The Income Tax Department ("the Department") conducted a Search under the provision of the Income Tax Act (‘IT Act) ("the Search") at two business premises of the Company and residential premises of few of the Directors during October 2021. During the search proceedings and thereafter, Management has provided required support and co-operation to the Department. Subsequently, during the year ended 31 March 2024, the Company is in receipt of demand order u/s 143(3) and 147 of Income Tax Act 1961, in respect of assessment year (‘AY) 2018-19 and 2022-23 which primarily pertains to disallowances of certain expenses. Management has evaluated the demand orders and after considering all the available records and information known to it, subsequent to the year end, the Company has filed an appeal before the Honble Commissioner of Income Tax (Appeals) against the aforesaid demand orders and has also filed for rectification of order with the Assessing Officer in respect of certain adjustments made by them for AY 2018-19. The demand as mentioned in the aforesaid orders of the Department is H 1,190.75 lakhs and has been included in note 41(a). While the uncertainty exists regarding the outcome of the aforesaid assessment proceedings, the Management has obtained views of an external expert in relation to its tax position on the aforesaid matters and also conducted an independent review of documents and information available with it, which supports the managements contentions. Based on the above, the Company believes it can succeed in the appeals filed against the aforesaid demand orders and accordingly no material adjustments are required to these standalone financial statements.
Key Audit Matter	Management Response
Recoverability of amounts and claims from municipal corporations	Note 47:
The Company, as at 31 March 2024, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to H 6,534.47 lakhs and H 3,839.01 lakhs, respectively, which significantly represents receivables from various municipal corporations (customers). Such amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/ litigation with/by the respective authorities. Management, based on contractual tenability, past experience with the municipal corporations, progress of the discussions and relying on the legal opinion obtained from independent legal counsel for specific matters, has provided appropriate amount of provision for these receivables in the accompanying standalone financial statements of the Company. Considering the materiality of the amounts involved, uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the discussions with corporations, this has been considered to be a key audit matter in the audit of the standalone financial statements. Further, out of the above, current trade receivables and other current financial assets amounting to H 1,500.00 lakhs and H 3,505.96 lakhs, respectively, represent amounts and claims recoverable from two municipal corporations and are overdue for a substantial period of time. Further, the aforesaid trade receivables include H 1,500.00 lakhs which is under dispute with the municipal authority and the matter is currently sub-judice at the Honble Supreme Court. These have been considered as fundamental to the understanding of the users of standalone financial statements and accordingly we draw attention to Notes 47 and 48 to the standalone financial statements, regarding uncertainties relating to timing of recoverability of aforesaid receivables.	Other financial assets (current) as of 31 March 2024 include amount of H 3,505.96 lakhs which represent receivable towards reimbursement of minimum wages from a Municipal Corporation, which are overdue for a substantial period of time. The Company has received balance confirmation and communication from the Municipal Corporation, stating approval has been received from the State Government for reimbursement of payments and the Municipal Corporation is in the process of arranging funds to settle the aforesaid dues. Considering all these factors and ongoing discussions with the municipal corporation, Management expects that the outstanding balances will be realized and accordingly above receivables have been considered as good for recovery as at the reporting date. Note 48: Trade receivable (current) as at 31 March 2024 include amount of H 1,500.00 lakhs which represents dues from a Municipal Corporation, which is overdue for substantial period of time. The dues represent contractual amounts which were deliberated and approved by Standing Committee of the Municipal Corporation and conciliation agreement is being signed. Post approval, the Municipal Corporation moved to the Honble High Court against the decision of the Standing Committee, which was quashed by the Honble High Court in favour of the Company. The Municipal Corporation further challenged the judgment at the Honble Supreme Court. The matter is currently under review with the Honble Supreme Court. Based on the contractual tenability of the dues and legal opinion obtained, the Management is hopeful of recovering these amounts and hence, the same is considered good of recovery as at the reporting date.
Consolidated Financial Statement
Qualification	Management Response
As explained in Note 50 to the accompanying consolidated financial statements, the Companys non-current trade receivables as at 31 March 2024 include certain long outstanding receivables aggregating H 566.39 lakhs due from two Municipal Corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the managements assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2024 and the consequential impact, on the accompanying consolidated financial statements. Our audit report dated 24 May 2023 on the consolidated financial statements for the year ended 31 March 2023 was also qualified in respect of this matter.	Note 50: Trade receivables (non-current) of the Holding Company as at 31 March 2024 include amounts which are due from two Municipal Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64 lakhs), which are outstanding for a long time. The cases pertaining to such amounts are presently disputed under Honorable High Courts. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, Management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.
Emphasis of Matter	Management Response
We draw attention to Note 46(d) of the consolidated financial statements regarding the search operation carried out by the Income Tax Department (‘the department) during October 2021 and demand orders received by the Holding Company and its three subsidiary companies in the current year. Given the uncertainty and pending outcome of the assessment proceedings, the adjustments, if any required to these consolidated financial statements owing to the impact of aforesaid matter, is presently not ascertainable. Our opinion is not modified in respect of this matter.	Note 46(d): The Income Tax Department ("the Department") conducted a Search under the provision of the Income Tax Act (‘IT Act) ("the Search") at two business premises of the Group and residential premises of few of the Directors during October 2021. During the search proceedings and thereafter, management has provided required support and co-operation to the Department. Subsequently, during the period ended 31 March 2024, the Holding Company and its three subsidiary companies are in receipt of demand order u/s 143(3) and 147 of Income Tax Act 1961, in respect of five different years ranging between AY 2015-16 and AY 2022-23 which primarily pertains to disallowances of certain expenses and addition of certain incomes. Management of the Group has evaluated the demand orders and after considering all the available records and information known to it, subsequent to the year end, the Group has filed an appeal before the Honble Commissioner of Income Tax (Appeals) against the aforesaid demand orders and has also filed for rectification of orders with the Assessing Officer in respect of certain adjustments made by them for four different assessment years. The demand as mentioned in the aforesaid orders of the Department is H 4,050.65 lakhs and has been included in note 46(a). While the uncertainty exists regarding the outcome of the aforesaid assessment proceedings, the Group management has obtained views of an external expert in relation to its tax position on the aforesaid matters and also conducted an independent review of documents and information available with it, which supports the managements contentions. Based on the above, the Group believes it can succeed in the appeals filed against the aforesaid demand orders and accordingly no material adjustments are required to these consolidated financial statements.
Key Audit Matter	Management Response
Recoverability of amounts and claims from municipal corporations	Note 51:
The Group, as at 31 March 2024, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to H 30,890.55 lakhs and H 4,045.93 lakhs, respectively, which significantly represents receivables from various municipal corporations (customers). Such amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/litigation with/by the respective authorities. Management, based on contractual tenability, past experience with the municipal corporations, progress of the discussions and relying on the legal opinion obtained from independent legal counsel for specific matters, has provided appropriate amount of provision for these receivables in the accompanying consolidated financial statements of the Group. Considering the materiality of the amounts involved, uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the discussions with corporations, this has been considered to be a key audit matter in the audit of the consolidated financial statements. Further, out of the above, current trade receivables and other current financial assets amounting to H 1,500.00 lakhs and H 3,505.96 lakhs, respectively, represent amounts and claims recoverable from two municipal corporations and are overdue for a substantial period of time. Further, the aforesaid trade receivables include H 1,500.00 lakhs which is under dispute with the municipal authority and the matter is currently subjudice at the Honble Supreme Court. These have been considered as fundamental to the understanding of the users of consolidated financial statements and accordingly we draw attention to Notes 51 and 52 to the consolidated financial statements, regarding uncertainties relating to timing of recoverability of aforesaid receivables.	Other financial assets (current) of the Holding Company as at 31 March 2024 include amount of H 3,505.96 lakhs which represent receivable towards reimbursement of minimum wages from a Municipal Corporation, which are overdue for a substantial period of time. The Holding Company has received balance confirmation and communication from the municipal corporation, stating approval has been received from the State Government for reimbursement of payments and the municipal corporation is in the process of arranging funds to settle the aforesaid dues. Considering all these factors and ongoing discussions with the municipal corporation, Management expects that the outstanding balances will be realized and accordingly above receivables have been considered as good for recovery as at the reporting date. Note 52: Trade receivable (current) of the Holding Company as at 31 March 2024 include amount of H 1,500.00 lakhs which represents dues from a Municipal Corporation, which is overdue for substantial period of time. The dues represent contractual amounts which were deliberated and approved by standing committee of the Municipal Corporation and conciliation agreement was signed. Post approval, the Municipal Corporation moved to the Honble High Court against the decision of the standing committee, which was quashed by the Honble High Court in favor of the Holding Company. The Municipal Corporation further challenged the judgment at the Honble Supreme Court. The matter is currently under review with the Honble Supreme Court. Based on the contractual tenability of the dues and legal opinion obtained, Management is hopeful of recovering these amounts and hence, the same is considered good of recovery as at the reporting date.

(ii) SECRETARIAL AUDITORS

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, had been appointed to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report for the year 2023-24 is annexed as Annexure II and forms part of this Integrated Report. The said Report, does not contain any qualification, reservation, adverse remark or disclaimer except as stated below: (i) Delay in receipt of share certificates or any other document as an evidence of investment, and delay in filing the Annual Performance Report (APR) in respect of the aforementioned company beyond the timelines stipulated vide FED Master Direction No. 15/2015-16 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.

(III) SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANIES

SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, had been 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 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 are also annexed herewith as Annexure III(A) to Annexure III(C) and does not contain any qualification, reservation or adverse remark or disclaimer.

(IV) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the year 2023-24 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.

8. SHARE CAPITAL

The Authorised and Paid-up Share capital of the Company as on March 31, 2024 stand at H 1,82,99,26,960 and H 14,19,10,500 respectively.

During the year under review, the Company has issued and allotted 94,930 equity shares of H 5 each at an issue price of H 170 to the AWHCL Employee Welfare Trust pursuant to the AWHCL Employee Stock Option Plan 2022.

The Company has not issued any shares or convertible securities and does not have any scheme for the issue of shares, including sweat equity to its employees or Directors except as stated above. As on March 31, 2024, 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 its 21^st 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 SEBI SBEB Regulations. A copy of the certificate has been uploaded on the website of the Company at https://www.antony-waste.com/investors/annual-reports/.

The 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.antony-waste.com/investors/ annual-reports/.

9. CREDIT RATING

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

Facilities	(H in Crore)	Ratings
Long Term Bank Facilities	16.50	CARE BBB+; Stable
Short Term Bank Facilities	19.00	CARE A3+

This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

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 2023-24.

During the year under review, no material or serious observation has been received from the Internal Auditors 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.

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 Companys website at https://www.antony-waste.

com/docs/investors/corporate-governance/policies/ Policy_on_RPT.pdf.

13. DIRECTORS&KEYMANAGERIALPERSONNEL

During the year under review, there has been no change in the Board Structure. Further, as on March 31, 2024, 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 and the KMP of the Company as designated under provisions of Section 203 of the Act, are as under:

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, nine (9) 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. Shiju Antony Kallarakal (DIN:02470660), 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-appointments form a part of the notice of the ensuing AGM and the resolutions are recommended for members approval.

DECLARATION OF INDEPENDENCE

Based on the declarations received from the Independent Directors (ID), the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149 of the Act and SEBI Listing Regulations that they are independent of the Management. Further, the IDs have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all Independent Directors are either exempted from / passed the online proficiency self-assessment test conducted by the IICA.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Over the years, the Company has developed familiarisation process for the appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations. The familiarisation Programme for our Directors is customised to suit their individual interests and area of expertise. The Directors are encouraged to visit the plant of the Company and interact with members of Senior Management as part of the induction Programme. The Senior Management make presentations giving an overview of the Companys strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values, and culture and facilitates their active participation in overseeing the performance of the Management. Further, the details of the familiarisation programme provided to the Directors is hosted on the Companys website at https://www.antony-waste.com/docs/investors/corporate-governance/ policies/Familarisation_Programme_of_IDs.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 appointment 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 has been uploaded 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

Ethicalstandards,compliance,andoversightactivities The Board evaluation process for the financial year 2023-24 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 May 2, 2024, 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 2023-24 was completed, with key findings and recommendations noted for ongoing improvement.

14. BOARD COMMITTEES

Regular meetings of the Board and its Committees are convened to discuss and make decisions on a range of business policies, strategies, financial matters, and other pertinent matters. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance. This proactive approach allows Directors to seamlessly integrate these meetings into their schedules, ensuring their active involvement and contribution to the discussions. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time.

The Board of Directors of the Company, has following mandatory/non-mandatory Committees in terms of the provisions of SEBI Listing Regulations and the Act:

(i) Administrative Committee (ii) Audit Committee

(iii) Corporate Social Responsibility Committee (iv) Nomination and Remuneration Committee (v) Risk Management Committee (vi) Stakeholder Relationship Committee

For more details on the composition, meetings, terms of reference etc., please refer to the Report on Corporate Governance annexed to Board report.

15. VIGIL MECHANISM

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 Companys website 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 philosophy of conducting business in an honest, transparent and ethical manner, the Board has laid down Anti-bribery and Anti-Corruption Policy as part of the Companys Code of Business Conduct. Your Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings. To spread awareness about the Companys commitment to conduct business professionally, fairly, and free from bribery and corruption policy education & questionnaire to evaluate understanding of the key requirements of the policy was conducted by Human Resource department.

The Anti-Corruption and Anti Bribery Policy is available on the Companys website at https://www.antony-waste. com/docs/investors/corporate-governance/policies/Anti_ corruption_and_anti-bribery_Policy.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 had 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 particulars of conversation of Energy, Technology absorption and foreign exchange earnings and outgo are mentioned in Annexure V and form 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 form 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@antonywaste.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 Secretary 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 there under.

The Company has constituted Internal Complaints Committee (‘ICC) under the 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 specialists in dealing with such matters. The employees are sensitized from time to time in respect of matters connected with prevention of sexual harassment. Awareness programs are conducted at sites to sensitize the employees to uphold the dignity of their female colleagues at workplace.

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

The Policy on Prevention of sexual harassment at workplace is available on the Companys website 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 2023-24 is uploaded on website and can be accessed on the website of the Company at https://www.antony-waste.com/investors/ annual-reports/.

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 Risk Management section of this Integrated Report.

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

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing regulations, the Company has diligently prepared the Business Responsibility & Sustainability Report (BRSR). This report comprehensively outlines the Companys endeavors in the realms of environmental, social, and governance dimensions. BRSR report forms part of this Integrated Report as required under Regulation 34(2) (f) of the Listing Regulations and is also available on the Companys website at https://www.antony-waste.com/ investors/annual-reports/.

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.

Our Company has released a separate non statutory report on the activities undertaken under the CSR Initiatives during the year under review and same is available at website of the Company at https://www.antony-waste. com/investors/annual-reports/.

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. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG") POLICY

The integration of Environmental, Social & Governance (ESG) factors into the business and financial landscape is gaining momentum. The Companies are increasingly under analysis from investors, regulators, consumers, and employees who seek to understand their approach to managing risks and opportunities related to climate change, natural resources, diversity/inclusion, workplace safety, supply chains, and corporate governance.

At AWHCL, responsible stewardship is deeply ingrained in our organizational ethos. In 2020, we formalized our ESG policy, embedding key factors into our operations to effectively manage ESG issues and communicate our progress transparently to stakeholders.

Our ESG journey has evolved, and we conducted an extensive exercise to identify and prioritize the most relevant sustainability themes and Key Performance Indicators pertaining to ESG issues. The Company has established an ESG Road-map and set goals for compliance and performance management over the next three years and beyond. Additionally, AWHCL has adopted the BRSR (Business Responsibility and Sustainability Report) framework, reaffirming our commitment to responsible stewardship throughout the organization and continually enhancing our sustainability-related reporting and disclosures.

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

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.

28. RESIDUARY 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 148(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. no 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 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

29. 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.

30. ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business partners for the excellent support received from them during the year.

The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

31. 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

CHAIRMAN AND MANAGING DIRECTOR DIN: 00549994 Date : August 29, 2024 Place : Thane