gravita india ltd share price Directors report

To

The Members of

Gravita India Limited

We are delighted to present on behalf of Board of Directors of Gravita India Limited ("the Company"), the 31st Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31st March, 2023.

CONSOLIDATED FINANCIAL PERFORMANCE

(Rs in Crores)

Particulars	Amount
	2022-23	2021-22
Total Revenue	2,800.60	2,215.87
Operational Expenditure	2,602.99	2,004.96
Profit before Interest, Depreciation and Tax(EBIDTA)	197.61	210.91
Add: Other Income	93.08	7.84
Less: Finance Cost	39.14	33.55
Less: Depreciation and amortization expense	23.96	20.56
Less: Exceptional items	-	-
Profit Before Tax and share of (loss) in associate	227.59	164.64
Profit from Ordinary Activities Before Tax	227.59	164.64
Less: Provisions for Taxation Including Deferred Tax	23.50	16.19
Add: Share in Profit/(Loss) of Associate	(0.00)	(0.00)
Profit After Tax Before Non-Controlling Interest	204.09	148.45
Add: Other Comprehensive Income/ (Loss) Net of tax	(0.34)	(1.72)
Less: Non-Controlling Interest	3.09	4.98
Total comprehensive income attributable to owners of the Holding	200.66	141.75
Company
APPROPRIATION:
Interim Dividend 2021-22*	-	23.83
Interim Dividend 2022-23	-	-
Balance Carried to Balance Sheet	200.66	117.92

* It does not include the amount paid to Gravita employee welfare trust by Holding Company.

1. State of Companys Affairs- The Indian economy firmly established itself as the fastest growing entity among the major economies, amid global headwinds stifling the momentum of the global growth. The nation posted this significant growth that is majorly backed by private sectors spending, and intensified government efforts to improve the countrys infrastructure. According to the second advance estimates released by the National Statistical Office (NSO) in January this year Indias real GDP growth for FY23 is placed at 7.0%, driven by private consumption and public investment. Though elevated core inflation managed to retain RBIs tighter stance in the economy, the inflationary forecast by the same is showing the silver line of optimism in the current scenarios. RBI is anticipating inflation to move closer to the moderate level in the first half of 2023-24 as the domestic demand is more likely to increase during the period. A good rabi crop should strengthen rural demand, while sustained buoyancy in contact-intensive services should support urban demand. The governments thrust on capital expenditure, above trend capacity utilization in manufacturing, double digit credit growth and the moderation in commodity prices are expected to bolster manufacturing and investment activity. The definition of waste has changed over time. Waste is no longer considered as trash or abandoned material, but as an asset or resource that can generate revenues in crores. According to the ministry of environment, forest, and climate change, under the government of India, India is the fifth-largest economy in the world. The nation generates approximately 62 million tons of waste with an average annual growth rate of 4%. It is estimated that waste management in India is potentially a $15 billion industry. With more and more businesses aiming to find alternative and cost-cutting elements of production, recycled products are equally gaining the demand. India has the required infrastructure in place and if we can capitalize on these resources, it can generate an unimaginable amount of revenue, employment opportunities, and a lesser carbon footprint. On the back of these opportunities, your Company is well-positioned to capitalise on the upcoming opportunities in the recycling industry space. The Company has delivered steady performance during the Financial Year 2022-23 despite a subdued macro-environment.

Consolidated Financial Summary:

Consolidated Total Revenue stood at Rs 2,801 Crores as compared to Rs 2,216 Crores in the previous year.

Operating Profit before Interest, Depreciation and Tax stood at Rs 286 Crores in financial year 2022-23 as compared to Rs 215 Crores in previous year.

Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at Rs 201 Crores.

Earnings Per Share of the Group stood at Rs 29.72 per share.

Standalone Financial Summary:

Total Revenue stood at Rs 2,524 Crores as compared to Rs 1,894 Crores in the previous year.

Operating Profit before Interest, Depreciation and Tax stood at Rs 156 Crores in financial year 2022-23 as compared to Rs 83 Crores in previous year.

Net Profit after Tax during the year is reported at Rs 101 Crores.

Earnings Per Share of the Company stood at Rs 14.65 per share having face value of Rs 2 each.

2. Dividend & Reserve

The Board of Directors of Company has recommended final dividend @ 217.50% (Rs 4.35 per equity share) amounting to Rs 30.03 Crores in the Board Meeting dated 1st May, 2023 and it would be paid if, final dividend is approved at the Annual General Meeting. The dividend to be paid to the members whose name appears in the Register of Members as at the closure of business hours of Monday, 4th September, 2023 being the record date fixed for this purpose and further in respect of shares held in dematerialized form, it is to be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The policy is uploaded on Companys website and can be accessed at the link : http://gravitaindia.com/wpcontent/uploads/pdf/FY21/Dividdend%20Distribution.pdf

3. Performance of Subsidiaries/ Associate Companies and Firms a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of the Company and is engaged in the business of Manufacturing of Re-Melted Lead, PP Granules and trading of Aluminium Scrap. During the year under review this subsidiary has produced 5,263 MT of Re-Melted Lead and 410 MT of Plastic Granules. This subsidiary achieved turnover of Rs 119.34 Cr and reported net profit of Rs 8.80 Cr during the year. b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step-down subsidiary of the Company. The subsidiary is engaged in the business of Manufacturing of Re-Melted Lead, PP Granules & Aluminium Ingots. During the year under review this plant produced 5,924 MT of Re-Melted Lead Ingots, 978 MT of Aluminium Ingots and 289 MT of Plastic Granules, and achieved a turnover of Rs 122.46 Cr coupled with net profit of Rs 13.12 Cr. c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a step-down subsidiary of the Company operating in Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review this subsidiary produced 1,975 MT of Refined Lead Ingots and ReMelted Lead Ingots and achieved a total turnover of Rs 35.65 Cr coupled with net profit after tax of Rs 6.23Cr. d. GravitaTanzaniaLimited,Tanzania:GravitaTanzaniaLimitedisastep-downsubsidiaryoftheCompany.

This subsidiary is engaged in manufacturing of Re-Melted Lead and Aluminium. During the year under review this subsidiary produced 6,470 MT of Lead and 4,162 MT of Aluminium and achieved turnover of Rs 213.51 Cr coupled with net profit of Rs 13.49 Cr. e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium Scrap. During the year under review this subsidiary produced 16,273 MT of Lead and 434 MT of Plastic Granules and achieved turnover of Rs 385.13 Cr coupled with net profit Rs 46.02 Cr. f. Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a step-down subsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling of Aluminium. During the year under review this subsidiary produced 3,062 MT of Aluminium Ingots and achieved turnover of

Rs 103.55 Cr coupled with net profit of Rs 21.38 Cr. g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company. During the year under review this subsidiary produced 1,237 MT of Aluminium Ingots and achieved turnover of Rs 17.78 Cr and incurred a net loss of Rs 0.84 Cr. h. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step-down subsidiary of the Company. This subsidiary is engaged in recycling of plastic waste and Trading of Battery Scrap. During the year under review this subsidiary produced 2,907 MT of Plastic and achieved turnover of Rs 33.48 Cr and incurred a net loss of Rs 4.33 Cr. i. Gravita Jamaica Limited, Jamaica: Gravita Jamaica Limited is a step-down subsidiary of the Company. This subsidiary is engaged in recycling of plastic waste. During the year under review this subsidiary achieved turnover of Rs 1.41 Cr and incurred a net loss of Rs 0.15 Cr. j. Recyclers Gravita Costa Rica SA, Costa Rica: Recyclers Gravita Costa Rica SA is a step-down subsidiary of the Company. This subsidiary is engaged in trading of plastic waste. During the year under review this subsidiary achieved net profit of Rs 0.38 Cr. k. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step-down subsidiary of the Company. This subsidiary is engaged in trading Business. During the year under review this subsidiary achieved turnover of Rs 417.94 Cr coupled with profit of Rs 2.85 Cr. l. Gravita USA Inc, USA: Gravita USA Inc. is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review this subsidiary achieved turnover of Rs 29.16 Cr coupled with net profit of Rs 0.46 Cr. m. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review this subsidiary has incurred net loss of Rs 0.08 Cr. n. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company. The subsidiary is engaged in recycling and trading of Lead Acid Battery Scrap for producing Re-Melted Lead Ingots, PP Chips etc. During the year under review this plant achieved a net profit of Rs 0.14 Cr. o. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Aluminum scrap. During the year under review this subsidiary incurred net loss of Rs 0.06 lacs. p. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary the Company holds 100% stake in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of specific Lead Alloys. During the year under review this subsidiary produced 3,166 MT of Lead and has achieved a turnover of Rs 70.53 Cr. and incurred a net loss of Rs 0.12 Cr. q. Gravita Infotech Limited, India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. In this financial year Company incurred net loss of Rs 0.42 Cr. r. M/s Gravita Infotech, India: Gravita India Limited together with its subsidiary holds 100% stake in this firm. This firm is engaged in business of Information Technology. During the year under review the firm incurred net loss of Rs 0.01 Cr. s. M/s Recycling Infotech LLP, India: Gravita India Limited together with its subsidiary holds 100% stake in this LLP. Recycling Infotech LLP is engaged in business related to E-Marketing database collection etc. The LLP incurred net loss of Rs 0.09 Lacs. t. Other Subsidiaries:

The Company has some other Subsidiaries/Step down Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below: Noble Build Estate Private Limited, India Gravita Mali SA, Mali Gravita Conakry SAU

Green Recyclers Mozambique LDA, Mozambique u. Before approval of Board Report, the following stepdown subsidiary and Associate Company have been closed/ disinvested:

Gravita Nicaragua SA

Pearl Landcon Private Limited

Further as on 31st March 2023 the Company has not made any investment in Joint Venture.

4. Disclosures under Companies Act, 2013 a) Extract of Annual Return: The return referred in Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// www.gravitaindia.com/investors/annual-return b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at http://www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy.pdf. There are below mentioned subsidiaries of the Company which fall under the criteria of material subsidiary: Gravita Netherlands BV

Gravita Tanzania Limited Recyclers Ghana Limited c) Number of Board Meetings: During the year under review, the Board of Directors of the Company met 5 (Five) times on following dates: 19th May, 2022, 2nd August, 2022, 2nd November, 2022, 23rd January, 2023, 31st March, 2023. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended. d) Committees of the Board: Details of all the Committees including Audit Committee of Board of Directors along with their terms of reference, composition and meetings held during the year, is provided in the Corporate Governance Report, and forms integral part of this report. e) Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, with respect to the Directors responsibility

Statement, the Directors hereby con rm that: a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanations relating to material departures; b) They had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the profit and loss of the Company for that period; c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They had prepared the Annual Accounts on a Going Concern basis; e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) Proper system had been devised by directors, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. f) Declaration by Independent Directors and Statement on compliance of Code of Conduct:

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

Further, in the opinion of the Board, Independent Directors of the Company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150 (1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external Influence and that they are independent in the management. The Independent Directors have also confirmed that they have complied with the Companys code of conduct as prescribed in Schedule IV to the Companies Act, 2013. g) Vigil Mechanism/Whistle Blower Policy: The Company is having an established and effective mechanism called the Vigil Mechanism, to provide a formal mechanism for the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. The policy provides adequate safeguards against victimization of employees and Directors, and provide direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee in appropriate or exceptional cases. The mechanism under the Whistle Blower Policy of the Company has been appropriately communicated within the organization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company. The Companys whistle blower policy is available on following web link: https://www.gravitaindia.com/wp-content/uploads/pdf/whistle-blower-policy.pdf h) Familiarization Programme for Independent Directors: The Company has Familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The Companys policy on familiarization programme is available on following web link: http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-policy.pdf. The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with a copy of latest Annual Report, the Companys Code of Conduct, the Companys Code of Conduct for Prevention of Insider Trading to let them have an insight of the Companys present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company, apart from this, the Company also conducts various familiarization programmes as and when required. The detail of such familiarization programmes conducted is available on the website of the Company and can be accessed from the following web link: http://www.gravitaindia.com/wp-content/uploads/pdf/familiarization-programme.pdf. i) Nomination and Remuneration Policy: The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are formulated by the Nomination and Remuneration Committee. The salient features of the said policy can be accessed through Companys website from the following web link: http://www.gravitaindia. com/wp-content/uploads/pdf/nomination-remuneration-policy.pdf j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each Director in the affairs of the Company, duties performed by each Director and targets achieved by Company during the year. The Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said evaluation in current year as well as in previous year. k) Internal Financial Controls: In order to ensure orderly and efficient conduct of business, Companys management has put in place necessary internal control systems commensurate with its business requirements, scale of operations, geographical spread and applicable statutes. The Company has an in-house Internal Audit department manned by qualified professionals and an external firm acting as independent internal auditors that reviews internal controls and operating systems and procedures on a regular basis. Companys internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework etc. Company has designed the necessary internal financial controls and systems with regard to adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. l) Related Party Transactions: All related party transactions that were entered by the Company during the financial year were on an arms length basis and in the ordinary course of business. The Company has not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the Company on Related Party Transactions. Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the acCompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure 1" in the form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your directors draw attention of the shareholders to the financial statements which set out related party disclosures. The policy on Related Party Transactions as approved by the Board is available on the Companys website at https://www.gravitaindia.com/wp-content/uploads/pdf/rpt-policy.pdf.

m) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 directors viz Mr. Dinesh Kumar Govil (DIN: 02402409) (Chairman), Mr. Rajat Agrawal (DIN: 00855284) (Member), Mr. Yogesh Malhotra (DIN: 05332393) (Member). The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. Annual Report on CSR on activities undertaken by the Company and amount spent on them is attached as "Annexure-2". For a detailed Corporate Social Responsibility policy please refer the website link http://www.gravitaindia.com/wp-content/uploads/pdf/csr-policy.pdf. n) Risk Management Policy: The Company has developed and implemented a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Board of Directors. The Risk Matrix contains the Companys assessment of impact and probability of each significant risk and mitigation steps taken or planned. For a detailed risk management policy please refer the website link: http://www.gravitaindia.com/wp-content/uploads/pdf/risk-management-policy.pdf. o) Material Changes and Commitments, if any Affecting Financial Position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report: No material changes and commitments have occurred after the closure of the Financial Year till the date of this Report, which affect the financial position of the Company.

5. Corporate Governance

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

6. Statutory Auditor and Auditors Report

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

Further, there are no qualification(s) or adverse remark(s) in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and need no further explanation.

7. Cost Auditor and Cost Audit Report

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner. The Company has received consent from M/s. K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independence and arms length relationship.

The Board of Directors of the Company, on the recommendations given by the Audit Committee, has reappointed M/s. K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the Company for the Financial Year 2023-24, subject to ratification of remuneration by the members in the ensuing Annual General Meeting. During the period under review, the Cost Audit Report for the financial year 2021-22 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section 186 of the Companies Act, 2013

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

S. Name of Person / No. Body Corporate	Nature (Loan / Guarantee/ Security / Acquisition)	Particulars of Loan given / Investment made, or Guarantee made	Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient
1 Noble Build Estate Private Limited	Loan	Loan of Rs. 33,00,000/- at an interest rate of 10.00% per annum	For Business Purpose.

Apart from above, Company has not provided any guarantee or security pursuant to Section 186 of Companies Act, 2013 during F.Y. 2022-23.

9. Secretarial Auditor and Secretarial Audit Report

FCS Akshit Kr. Jangid, Partner of M/s. Pinchaa & Co., Practicing Company Secretaries, Jaipur has been appointed as "Secretarial Auditors" of the Company to conduct Secretarial Audit and to prepare "Secretarial Audit Report" of the Company for the Financial Year 2022-23. The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for the financial year ended 31st March, 2023 is set out in the "Annexure-3" to this report.

10. Insider Trading Prevention Code

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

11. The conservation of energy, technology absorption, foreign exchange earnings and outgo

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

12. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at "Annexure - 5".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Boards Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. Appointment/Resignation of KMPs/Director

There was no Appointment/Resignation of KMPs/Director during the F.Y. 2022-23. However, In accordance with provisions of the Act and the Articles of Association of the Company, Dr. Mahavir Prasad Agarwal

(DIN: 00188179) is liable to retire by rotation and is eligible for re-appointment in the ensuing Annual General Meeting.

14. Consolidated Financial Statements and Cash Flow Statement

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors Report form part of this Annual Report.

15. Subsidiaries and Associates

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

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

16. Business Responsibility and Sustainable Report (BRSR):

The Company is also providing Business Responsibility and Sustainable Report as stipulated under the Listing Regulations, the Business Responsibility and Sustainable Report(BRSR) describes about the initiatives taken by the Company from an environmental, social and governance perspective and it is put up on the Companys website and can be accessed at https://gravitaindia.com/wp-content/uploads/pdf/BRpolicy.pdf . The BRSR is attached as "Annexure-7".

17. Stock Appreciation Right Scheme

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (‘SEBI Regulations), the Compensation Committee of Board, inter alia, administers and monitors Gravita Stock Appreciation Rights Scheme 2017 of your Company. A certificate from the Secretarial Auditor on the implementation of your Companys Gravita Stock Appreciation Rights Scheme 2017 will be placed at the ensuing Annual General Meeting for inspection by the Members. Further disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, for the financial year ended 31st March, 2023 are available on website of the Company https://www.gravitaindia. com/investors/esop-disclosure/

18. Management Discussion and Analysis Report

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

19. Deposit

The Company has not accepted any Deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period. Additionally, the Company has never accepted deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 therefore no amount is unclaimed or outstanding for payment as on 31st March, 2023.

20. Statement on compliances of applicable Secretarial Standards

In requirement of Para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

21. Share Capital

The Authorized Capital of the Company was Rs 17,00,00,000 and paid up capital of the Company was

Rs 13,80,75,828 as on 31st March, 2023. During the year under review, there is no change in the capital structure since the previous year.

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and the Rules made there under. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2022-2023.

23. Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (‘IEPF rules),

- dividend which remains unclaimed for a period of seven years or more from the date of transfer to the ‘Unpaid Dividend Account of the Company shall be transferred along with interest accrued, if any, to the ‘Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the Company has transferred a sum of Rs. 1,57,071/- during the year (unclaimed for a period of seven years) to the said Fund on account of unpaid dividend account.

- the Company is required to transfer shares to the IEPF Suspense Account in respect of which dividends remained unpaid/ unclaimed for a period of seven consecutive years or more. In compliance to the said requirement, the Company has transferred 655 Equity shares to IEPF suspense account relating to the investors who have not claimed any dividend from last 7 years.

The detail of the investors whose amount and shares are transferred is available on the website of the Company https://www.gravitaindia.com/investors/iepf-details.

24. Remuneration/Commission by the Director:

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

25. Credit Rating

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

26. Miscellaneous:

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

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

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

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

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

Details related to change in nature of business of the Company.

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

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

27. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.

For and on behalf of the Board of Directors
(Rajat Agrawal)	(Yogesh Malhotra)
Managing Director	Whole-time Director & CEO
DIN: 00855284	DIN: 05332393
C-137, Dayanand Marg	802, Roop Garden Apartments
Tilak Nagar Jaipur-302004	Tilak Nagar Jaipur-302004
Date: 20.06.2023	Date: 20.06.2023
Place: Cape Town, South Africa	Place: Jaipur