Gravita India Ltd 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 34 th Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31 st March 2026.

FINANCIAL HIGHLIGHTS Amount (Rs. in Crores)

Particulars	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from operation	4,265.27	3,868.77	3,481.37	3,222.77
Operational Expenditure	3,830.34	3,544.69	3,168.90	2,999.68
Profit before Finance Cost, Depreciation, other income and	434.93	324.08	312.47	223.09
Tax
Add: Other Income	76.93	111.84	77.39	47.21
Less: Finance Cost	24.78	43.37	9.38	22.19
Less: Depreciation and amortization expense	38.83	29.09	17.90	15.19
Profit Before Tax	448.25	363.46	362.58	232.92
Profit from Ordinary Activities Before Tax	448.25	363.46	362.58	232.92
Less: Provisions for Taxation Including Deferred Tax	69.92	50.56	65.56	38.79
Profit After Tax Before Other Comprehensive Income	378.33	312.90	297.02	194.13
Add: Total Other Comprehensive Income	40.45	(16.65)	1.55	(1.19)
Less: Non-Controlling Interest	0.36	0.52	-	-
Total comprehensive income attributable to owners of the	418.42	295.73	298.57	192.94
Holding Company

1. State of Companys Affair

In FY 2025-26, India remained one of the worlds fastest-growing major economies, with real GDP estimated in the 7.5-7.7% range, underpinned by resilient domestic demand, sustained public infrastructure spending and a steady decline in inflation. The operating climate for resource-efficient businesses strengthened as policy continued to emphasise clean energy, circular economy initiatives and tighter enforcement of Battery Waste Management Rules and Extended Producer Responsibility (EPR) norms across batteries, e-waste and plastic packaging. This environment supported formal recyclers with technology, compliance capability and multi-material presence, particularly in segments such as lead and aluminium that are critical for automotive, power backup, telecom and renewable-energy storage.

Against this backdrop, Gravita sharpened its role as an integrated recycling and value-added products company. During the year, the Company expanded lead recycling capacity at Mundra and Jaipur, commissioned a pilot lithium-ion battery recycling facility, and completed the acquisition of a copper value-added products business, thereby deepening its non-lead portfolio and backward-integration potential. It also increased the share of value-added products, strengthened global scrap-procurement and customer networks, and aligned operations more closely with evolving Indian and global compliance frameworks, including higher EPR targets and stricter audit requirements. These specific actions enabled Gravita not only to benefit from the sectoral tailwinds in metal and plastic recycling, but also to reinforce its positioning as a dependable, ESG-aligned partner for OEMs, utilities and institutional customers in India and key international markets.

Consolidated Financial Summary:

- Consolidated Revenue from operation stood at Rs. 4,265 crores in the financial year 2025-26 as compared to Rs. 3,869 crores in the previous year.

- EBITDA * stood at Rs. 452 crores in financial year 2025-26 as compared to Rs. 404 crores in the previous year.

- Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at Rs. 378 crores.

- Earnings Per Share of the Group stood at Rs. 52.02 per share.

Standalone Financial Summary:

- Revenue from operation stood at Rs. 3,481 crores in financial year 2025-26 as compared to Rs. 3,223 crores in the previous year.

- EBITDA * stood at Rs. 332 crores in financial year 2025-26 as compared to Rs. 244 crores in the previous year.

- Net Profit after Tax during the year is reported at Rs. 297 crores.

- Earnings Per Share of the Company stood at Rs. 40.25 having face value of Rs. 2 each.

* EBITDA after adjustment of income/loss from currency & metal hedging.

. Dividend & Reserve

The Board of Directors of Company declared the interim dividend in the Board Meeting dated 02 nd May, 2025 at the Rate of 317.50% (Rs. 6.35 per equity share) aggregate amounting to Rs. 46.87 crores on fully paid up equity shares of Rs. 2/- each of the Company for the financial year 2025-26. The dividend was paid to the members whose name appears in the Register of Members as at the closure of business hours of 08 th May, 2025 being the record date fixed for this purpose and further in respect of shares held in dematerialized form, it was paid to the members whose names were furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The Closing balance of the retained earnings of the Company for FY 2026 after all appropriation and adjustments was Rs. 803.55 Crores.

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: https://www.gravitaindia.com/Upload/PDF/dividend-distribution-policy.pdf

. Performance of Subsidiaries/ Associate Companies and Firms a. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium Scrap. During the year under review, this subsidiary produced 18,126 MT of Lead, 2,413 MT of Plastic Granules and 1,233 MT of Aluminium and achieved turnover of Rs. 417.07 Cr. coupled with net profit Rs. 40.42 Cr.

b. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of the Company and is engaged in the business of Manufacturing of Lead, PP Granules and trading of Aluminium Scrap. During the year under review, this subsidiary has produced 6,296 MT of Re-Melted Lead and 478 MT of Plastic Granules. This subsidiary achieved turnover of Rs. 122.74 Cr. and reported net profit of Rs. 7.42 Cr. during the year.

c. 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 Lead, PP Granules & Aluminium Ingots. During the year under review, this plant produced 5,535 MT of Lead Ingots, 3,454 MT of Aluminium Ingots and 590 MT of Plastic Granules and achieved a turnover of Rs.189.51 Cr. coupled with net profit of Rs. 2.58 Cr.

d. 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 Lead Ingots in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review, this subsidiary produced 3,608 MT of Refined Lead Ingots and achieved a total turnover of Rs. 69.12 Cr. coupled with net profit after tax of Rs. 6.37 Cr.

e. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a step-down subsidiary of the Company. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap, Aluminium and Plastic scrap. During the year under review, this subsidiary produced 5,638 MT of Lead, 3,447 MT of Aluminium, and 627 MT of Plastic Granules, and achieved turnover of Rs. 192.94 Cr. coupled with net profit of Rs. 4.42 Cr.

f. Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a step-down subsidiary of the Company. This subsidiary is engaged in Manufacturing of Aluminium Ingots. During the year under review, this subsidiary produced 2,189 MT of Aluminium Ingots and achieved turnover of Rs. 67.87 Cr. coupled with net profit of Rs. 8.48 Cr.

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company, engaged in the business of the Recycling of Lead Acid Battery Scrap and Aluminium scrap. During the year under review, this subsidiary produced 1,337 MT of Lead and 1,260 MT of Aluminium Ingots, and achieved turnover of Rs. 75.94 Cr. coupled with net profit of Rs. 1.86 Cr. h. 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. 979.20 Cr. and incurred net loss of Rs. 3.13 Cr.

i. Gravita USA Inc, USA: Gravita USA Inc. is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review, this subsidiary reported net profit of Rs. 0.30 Cr.

j. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review, this subsidiary incurred net loss of Rs. 0.15 Cr. k. Gravita Europe S.R.L, Romania: Gravita Europe S.R.L. is a step-down subsidiary of the company operating in Romania. This subsidiary is engaged in the recycling of rubber. During the year, subsidiary has achieved turnover of Rs. 9.04 Cr. and incurred net loss of Rs. 3.42 Cr.

l. Gravita Gulf FZCO, United Arab Emirates: Gravita Gulf FZCO is a step-down subsidiary of the company operating in United Arab Emirates. This subsidiary is engaged in trading business and management consultancy services. During the year under review, the subsidiary has achieved turnover of Rs. 70.75 Cr. coupled with net profit of Rs. 8.63 Cr.

m. M/s Gravita Metal Inc., India: Gravita India Limited along with its wholly owned subsidiary, Gravita Infotech Limited holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kinds of Specific Lead Alloys. During the year under review, this subsidiary produced 4,252 MT of Lead and has achieved turnover of Rs. 92.24 Cr., resulting in net profit of Rs. 1.63 Cr.

n. Gravita Infotech Limited, India: Gravita Infotech Limited is a wholly owned subsidiary of the Company. In this financial year, Company achieved turnover of Rs. 0.08 Cr. coupled with net profit of Rs. 0.22 Cr. o. Rashtriya Metal Industries Limited, India: Rashtriya Metal Industries Limited (RMIL) became a subsidiary of the Company during the year under review pursuant to the acquisition of 41,08,639 equity shares, representing 98.95% of its paid-up share capital. RMIL is engaged in the business of manufacturing of copper & copper alloy products (strips and coils) with exports to UAE, USA, Thailand, Sri Lanka, Oman, Saudi Arabia, Kenya and Indonesia etc. During the year under review, RMIL reported turnover of Rs. 51.78 Cr. and net profit of Rs. 1.18 Cr. for the period from 13 th March, 2026 to 31 st March, 2026, which has been considered in the Consolidated Financial Statements of the Company. p. Other Subsidiaries: The Company has some other Subsidiaries/Stepdown 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 Green Recyclers Mozambique LDA, Mozambique Gravita Dominicana S.A.S., Dominicana Republic Recyclers Dominicana RDS S.A.S., Dominicana Republic Green Recyclers LLC, Oman M/s Recycling Infotech LLP, India M/s Gravita Infotech, India

During the period under review and up to the approval of Board Report, Recyclers South Africa (PTY) Ltd., South Africa the step-down subsidiary of the Company has been closed/ disinvested.

Further as on 31 st March 2026 company has not made any investment in Joint Venture.

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

b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at https://www.gravitaindia.com/Upload/PDF/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES-DRAFT.pdf The below mentioned subsidiaries of the company which fall under the criteria of material subsidiary: Gravita Netherlands B.V., Netherlands Rashtriya Metal Industries Limited, India

c) Number of Board Meetings: During the year under review, the Board of Directors of the Company met 7(Seven) times on following dates: 02 nd May, 2025; 28 th July, 2025; 30 th October, 2025; 22 nd December, 2025; 21 st January, 2026; 09 th February, 2026 and 25 th March, 2026. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended. d) Committees of the Board: Details of all the Committees along with their terms of reference, composition and meetings held during the year, is provided in the Corporate Governance Report which 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 confirm that:

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

ii) They had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2026 and of the profit and loss of the company for that period;

iii) 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;

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

v) 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

vi) They have devised proper systems 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 including the independent directors appointed during the financial year 2025-26, possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 read with Rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and are eligible & independent of the management. 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/Upload/PDF/whistle-blower-policy-latest.pdf

h) Familiarization Programme for Independent Directors: The Company has Familiarization Programme for Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The 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: https://www.gravitaindia.com/Upload/PDF/FAMILARIZATION-PROGRAMME_2025-26.pdf

i) Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, framed in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations, outlines the framework for appointment, removal and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. It specifies the criteria for determining qualifications, positive attributes, independence and other matter. The Policy aims to attract and retain competent personnel while aligning remuneration with industry benchmarks, performance goals, and applicable regulatory provisions.

The Nomination and Remuneration Policy of the Company can be accessed through Companys website from the following web link: https://www.gravitaindia.com/Upload/PDF/Nomination-Remuneration-Policy-.pdf j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance of every Director of the Company was reviewed by filling up the questionnaire as prepared by considering the parameters including sufficient understanding and knowledge, demonstrates highest level of integrity, time devoted to Board deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise etc.

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

k) Internal Financial Controls: In order to ensure orderly and efficient conduct of business, 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 statements 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/Upload/PDF/Related_Party_Transaction_policy-(RPT).pdf Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are disclosed in the Financial statements of the company forming part of the Annual Report.

m) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 Directors viz Mr. Ashok Jain (DIN: 01641752) (Chairman); Mr. Rajat Agrawal (DIN: 00855284) (Member) and Mr. Yogesh Malhotra (DIN: 05332393) (Member). The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. Annual Report on CSR is attached as Annexure-2. For a detailed Corporate Social Responsibility policy please refer to the website link https://www.gravitaindia.com/Upload/PDF/csr-policy.pdf

n) Risk Management Policy: The Company has developed and implemented a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed periodically 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 to the website link https://www.gravitaindia.com/Upload/PDF/risk-management-policy.pdf

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

5. Corporate Governance

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

6. Statutory Auditor and Auditors Report

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N / N500013) were appointed as the Statutory auditors of the company at the 32 nd Annual General Meeting of the Company held on 18 th September, 2024, for a period of five years from the conclusion of the 32 nd AGM till the conclusion of the 37 th Annual General Meeting.

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

Further, there are no qualification(s) or adverse remark(s) in the Auditors Report which require any clarification/ explanation.

7. Cost Auditor and Cost Audit Report

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner by the Company.

The Company has received consent from M/s. K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2026-27 along with a certificate confirming their independence and arms length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed M/s. K.G. Goyal & Associates, Cost Accountants having Firm Registration No. 000024 as Cost Auditors for conducting the audit of Cost Records of the company for the Financial Year 2026-27, 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 2024-25 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation. Further, M/s. K.G. Goyal & Associates, Cost Accountants, were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2025-26 and the same will be filed with the Registrar of Companies (Central Government) in due course.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section186 of the Companies Act, 2013 The particulars of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note No. 35 of Notes to the standalone financial statements.

9. Secretarial Auditor and Secretarial Audit Report

M/s. Pinchaa & Co., Company Secretaries (Firm Registration No. P2016RJ051800), Jaipur were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit and to prepare Secretarial Audit Report of the Company for a first term of five consecutive years commencing from April 1 st , 2025 till March 31 st , 2030. The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for the financial year ended 31 st March, 2026 is set out in Annexure-3 to this report

10. Secretarial audit report of material subsidiaries:

In terms of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the secretarial audit report of the Rashtriya Metal Industries Limited (RMIL), unlisted material subsidiary given by the practicing company secretary in Form No. MR-3 has been provided in an Annexure-4 which forms part of this Report. Further, the said Secretarial Audit Report contains no adverse comments, qualifications, reservations or disclaimers.

11. Insider Trading Prevention Code

As per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has formulated and implemented a Code of Conduct for Regulating, Monitoring and Reporting of Trading in Securities of the Company by the Designated Persons and their immediate relatives. All the Designated Persons, as defined in the Code, are governed by this Code.

The Company has also formulated and uploaded on its website the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, as envisaged under Regulation 8(1) of the above Regulations.

12. 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-5.

13. 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 - 6.

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.

14. Appointment/Resignation of KMPs/Director

As on March 31, 2026, the Company has Six Directors of which three are Non-Executive Independent Directors (including one Woman Director). In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kansal (DIN: 09208705) is liable to retire by rotation and is eligible for reappointment in the ensuing Annual General Meeting.

Mr. Satish Kumar Agrawal (DIN: 10462319) has resigned from the position of Non-Executive Independent Director of the Company w.e.f. 18 th March, 2026 due to pre-occupation and other personal commitments. The Board placed on record their appreciation for the services rendered by him during his tenure as an Independent Director of the Company.

As per Sections 149, 150 and 152, read with Schedule IV of the Act, the Company has appointed Mr. Bhupendra Kumar Dak (DIN: 06881403) w.e.f. March 16, 2026 for a term of 5 (five) consecutive years. His appointment was approved by the shareholders by special resolution passed on March 06, 2026 by way of postal ballot.

15. Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report form part of this Annual Report.

16. 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 -7.

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

17. 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 Business Responsibility policy can be accessed at https://www.gravitaindia.com/Upload/PDF/business-responsibility-policy.pdf. Further, Business Responsibility and Sustainable Report have been independently assured by M/s. TÜV SÜD South Asia Pvt Ltd. for F.Y. 2025-26 is available on website of the company and can be accessed with following link: https://www.gravitaindia.com/investors/brsr.

18. Stock Appreciation Right Scheme

The Gravita Stock Appreciation Rights Scheme - 2017 (Scheme) was terminated pursuant to the decision of the Compensation Committee, which was taken on record by the Board of Directors at its meeting held on 20 th June, 2023. Accordingly, the Scheme is no longer in operation and no Stock Appreciation Rights were granted, vested or exercised/settled during the financial year ended 31 st March, 2026.

The Gravita Employee Welfare Trust (Trust), established for implementation of the Scheme, is presently undergoing winding-up and certain shares continue to be held by the Trust pending completion of the winding-up process.

The applicable disclosures pursuant to Regulation 14 read with Part F of Schedule I of the SEBI Regulations, to the extent applicable for the financial year ended 31 st March, 2026, are available on the website of the Company at: https://www.gravitaindia.com/investors/esop-disclosure The above disclosures shall be read in conjunction with the disclosures contained in this Report.

19. 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.

20. 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 31 st March, 2026.

21. Statement on compliances of applicable Secretarial Standards

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

22. Share Capital

The Authorized Share Capital of the Company is Rs. 17,00,00,000 and the Paid-up Share Capital of the Company is Rs. 14,76,16,902 as on 31 st March, 2026. During the year under review, there was no change in the capital structure since the previous year.

23. 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. The 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, during the F.Y. 2025-2026

(a) Number of complaints of sexual harassment received: NIL (b) Number of complaints disposed off: NA

(c) Number of cases pending for more than ninety days: NA

24. 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. 60,845/- 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 991 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

25. 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.

26. 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.

27. Maternity Benefit

During the period under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

28. Miscellaneous:

Your Directors state that as there were no transactions/instances 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.

- 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 frauds reported by the auditors.

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

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

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

29. 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)
Chairman cum 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: 27.07.202628 th July,
Place: Jaipur