Gravita India Ltd

FINANCIAL HIGHLIGHTS Amount (Rs. in Crores)

1. State of Company's Affair

In FY 202425, India remained a beacon of economic resilience amid global uncertainties, registering a GDP growth of 6.5% and retaining its status as the fastestgrowing major economy. Robust momentum was seen across services, manufacturing and agriculture, supported by declining inflation, improved fiscal indicators and rising FDI inflows. The fourth quarter alone recorded a striking 7.4% growth, underscoring the economy's steady revival despite external shocks. Governmentled infrastructure development, supportive monetary policy and strong private consumption continued to drive economic activity, creating a conducive environment for industries like recycling that contribute to sustainability and import substitution.

The global lead recycling industry witnessed steady progress, with over 60% of refined lead supply met through secondary sources. Demand remained strong across automotive, telecom, renewable energy and backup power sectors. However, the sector continues to face challenges such as informal recycling, regulatory gaps and raw material volatility. In India, where over 85% of lead demand is fulfilled through recycling, formal players like Gravita have benefited from enhanced compliance enforcement, growing institutional demand and regulatory push through Battery Waste

Board Report

Management Rules and Extended Producer Responsibility (EPR). The aluminium and plastic recycling segments are also gaining traction, supported by electrification trends, sustainable packaging needs and increasing industrial uptake.

Consolidated Financial Summary:

Consolidated Revenue from operation stood at Rs. 3,869 crores in financial year 202425 as compared to Rs. 3,161 crores in the previous year.

EBITDA stood at Rs. 404 crores in financial year 202425 as compared to Rs.331 crores in previous year.

Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at Rs. 312 crores.

Earnings Per Share of the Group stood at Rs.45.11 per share.

Standalone Financial Summary:

Revenue from operation stood at Rs. 3,223 crores in financial year 202425 as compared to Rs. 2,679 crores in the previous year.

EBITDA stood at Rs. 244 crores in financial year 202425 as compared to Rs. 234 crores in previous year.

Net Profit after Tax during the year is reported at Rs. 194 crores.

Earnings Per Share of the Company stood at Rs. 27.58 having face value of Rs. 2 each.

2. Dividend & Reserve

The Board of Directors of Company declared the interim dividend in the Board Meeting dated 30^th April, 2024 at the Rate of 260% (Rs. 5.20 per equity share) aggregate amounting to Rs. 35.90 crores on fully paid up equity shares of Rs. 2/ each of the Company for the financial year 202425. The dividend paid to the members whose name appears in the Register of Members as at the closure of business hours of 14^th May,2024 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 2025 after all appropriation and adjustments was Rs. 551.85 Crores.

Since Interim dividend was declared for F.Y. 202526 in Board Meeting dated 02^nd May, 2025. Therefore, Board of directors has not recommended final dividend for FY 202425.

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

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a stepdown 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 5,858 MT of ReMelted Lead and 345 MT of Plastic Granules. This subsidiary achieved turnover of Rs. 125.14 Cr. and reported net profit of Rs. 12.85 Cr. during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a stepdown 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 5,717 MT of Lead Ingots, 2,389 MT of Aluminium Ingots and 458 MT of Plastic Granules and achieved a turnover of Rs.161.39 Cr. coupled with net profit of Rs 0.09 Cr.

c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a stepdown subsidiary of the Company operating in Sri Lanka for more than a decade. It is the largest producer of Refined 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 3,496 MT of Refined Lead Ingots and achieved a Total turnover of Rs. 65.36 Cr. coupled with net profit after tax of Rs 2.05 Cr.

d. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a stepdown 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 7,071 MT of Lead, 3,009 MT of Aluminium and 409 MT of Plastic Granules, and achieved turnover of Rs. 219.73 Cr. coupled with net profit of Rs. 16.71 Cr.

e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a stepdown 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 20,429 MT of Lead and 1,633 MT of Plastic Granules and 617 of Aluminium achieved turnover of Rs. 430.70 Cr. coupled with net profit Rs. 41.98 Cr.

f Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a stepdown subsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling of Aluminium. During the year under review, this subsidiary produced 2,932 MT of Aluminium Ingots and achieved turnover of Rs. 77.87 Cr. coupled with net profit of Rs. 12.98 Cr.

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a stepdown 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 2,591 MT of Lead & 3,551 MT of Aluminium Ingots and achieved turnover of Rs. 124.68 Cr. and incurred a net loss of Rs. 4.25 Cr.

h. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a stepdown subsidiary of Gravita India Limited. This subsidiary is engaged in trading Business. During the year under review, this subsidiary achieved turnover of Rs. 1,054.35 Cr. coupled with net profit of Rs. 42.21Cr.

i. Gravita USA Inc, USA: Gravita USA Inc. is a stepdown subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review, this subsidiary has net profit of Rs. 0.09 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. 0.17 Cr.

k. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of Specific Lead Alloys. During the year under review, this subsidiary produced 4,509 MT of Lead and has achieved a turnover of Rs. 89.51 Cr. and earned a net profit of Rs. 1.94 Cr.

l. Gravita Infotech Limited, India: Gravita Infotech Limited is a whollyowned subsidiary of the Company. In this financial year, Company achieved turnover of Rs. 2.25 Cr. coupled with net profit of Rs. 1.82 Cr.

m. Gravita Europe S.R.L, Romania: Gravita Europe S.R.L. is a stepdown subsidiary of the company operating in Romania. This subsidiary is engaged in the recycling of rubber. During the year under review, this subsidiary incurred net loss of Rs. 1.01 Cr.

n. Gravita Gulf DMCC, United Arab Emirates: Gravita Gulf DMCC, is a stepdown 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. 0.81 Cr. and incurred a net loss of Rs. 0.18 Cr.

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

Green Recyclers Mozambique LDA, Mozambique

Recyclers South Africa (PTY) Ltd., South Africa

Gravita Dominicana 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, the following stepdown subsidiaries and Associate Company have been closed/ disinvested:

Gravita Conakry SAU, Guinea

Gravita Ventures Limited, Tanzania

Recyclers Gravita Costa Rica SA, Costa Rica

Gravita Jamaica Limited, Jamaica

Gravita Ghana Limited, Ghana

Further as on 31^st March 2025 company has not made any investment in Joint Venture.

4. Disclosures under Companies Act, 2013

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/POLICYFORDETERMININGMATERIALSUBSIDIARIESDRAFT.pdf are below mentioned subsidiaries of the company which fall under the criteria of material subsidiary:

Gravita Netherlands BV

Recyclers Ghana Limited

c) Number of Board Meetings: During the year under review, the Board of Directors of the company met 8(Eight) times on following dates: 30^th April, 2024; 13^th May, 2024; 20^th July, 2024; 04^th October, 2024; 21^st October, 2024; 20^th December, 2024; 22^nd January, 2025 and 19^th March, 2025. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended.

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

e) Directors' Responsibility Statement:

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

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

b) They had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 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 subsection (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 Rule6 of the companies (appointment and qualification of directors) Rules, 2014, amended as on date has been received from all the independent directors.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external Influence and that they are independent in the management. The Independent Directors have also confirmed that they have complied with the Company's code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

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

i) 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 Company's Code of Conduct, the Company's Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company's present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company, apart from this, the company also conducts various familiarization programmes as and when required. The detail of such familiarization programmes conducted is available on the website of the company and can be accessed from the following web link: https://www.gravitaindia.com/Upload/ PDF/FAMILARIZATIONPROGRAMMEfinal.pdf

Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, framed in accordance with Section 178 of the Companies Act, 201 3 and SEBI Listing Regulations, outlines the framework for appointment, removal, and evaluation of Directors, Key Managerial Personnel, and Senior Management. 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 has been amended to align with the recent regulatory changes. While the core objectives of the policy remain unchanged, necessary modifications have been incorporated to ensure compliance with the applicable legal framework.

The Nomination and Remuneration Policy of the Company can be accessed through Company's website from the following web link: https://www.gravitaindia.com/Upload/PDF/NominationRemunerationPolicy.pdf

i 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 nonindependent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and NonExecutive Directors.

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

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

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

l) Related Party Transactions: All related party transactions that were entered by the company during the financial year were on an arm's length basis and in the ordinary course of business. The company has not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the company on Related Party Transactions. Details with respect to transactions with related parties entered into by the company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure 1" in the form AOC2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your directors draw attention of the shareholders to the financial statements which set out related party disclosures. The policy on Related Party Transactions as approved by the Board is available on the Company's website at https://www.gravitaindia.com/ Upload/PDF/RelatedPartyTransactionpolicy(RPT).pdf

Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are disclosed in the Financials of the company forming part of the Annual Report.

m) Corporate Social Responsibility(CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 directors viz Mr. 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 on activities undertaken by the company and amount spent on them is attached as Annexure2. For a detailed Corporate Social Responsibility policy please refer the website link https://www.gravitaindia.com/Upload/PDF/csrpolicy.pdf

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

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

5. Corporate Governance

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

6. Statutory Auditor and Auditor's Report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N / N500013) were appointed as the Statutory auditors of the company at the 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 selfexplanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Further, the Auditors have issued a qualified opinion on the comparability of current period figures with the corresponding figures of employee benefit expenses and total comprehensive income for the year ended 31 March 2024 presented in the Financial Statements for the financial year ended on 31^st March, 2025.

7. Cost Auditor and Cost Audit Report

The Company is required to maintain cost records as specified by the Central Government under subsection (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 202526 along with a certificate confirming their independence and arm's length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed M/s. K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records of the company for the Financial Year 202526, 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 202324 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 202425 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

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 02, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Pinchaa & Co., Practising Company Secretaries, Jaipur a peer reviewed firm (Firm Registration No. P2016RJ051800) as Secretarial Auditors of the Company for first term of five consecutive years with effect from 1^st April, 2025, subject to the approval of shareholders in the ensuing Annual General Meeting.

The comments referred to in the report of the Secretarial auditor are selfexplanatory. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is set out in "Annexure3" 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/Upload/PDF/InsidertradingCode.pdf

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 "Annexure4".

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 Board's 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

As on March 31,2025, the Company has Six Directors of which three are NonExecutive Independent Directors (including one woman Director). In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajat Agrawal (DIN: 00855284) is liable to retire by rotation and is eligible for reappointment in the ensuing Annual General Meeting.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28^th March, 2024 has approved the reappointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman cum Wholetime Director of the Company for a further period of three years subject to approval of the shareholders through postal ballot. On June 14, 2024, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman cum Wholetime Director for a further period of three years w.e.f 1^st April, 2024.

Mr. Arun Kumar Gupta (DIN: 02749451), Mr. Dinesh Kumar Govil (DIN: 02402409) and Mrs. Chanchal Chadha Phadnis (DIN: 07133840) completed their second term of office as Independent Directors of the Company on 30^th June, 2024, 31^st July, 2024 and 23^rd March 2025, respectively. The Board placed on record their appreciation for the services rendered by them during their tenure as an Independent Directors of the Company.

As per Sections 149, 150 and 152, read with Schedule IV of the Act, the Company has appointed following persons as NonExecutive Independent Directors of the Company:

Mr. Satish Kumar Agrawal (DIN: 10462319) has been appointed w.e.f. July 01,2024 for a term of 5 (five) consecutive years. His appointment was approved by the shareholders by special resolution passed on June 14, 2024 by way of postal ballot.

Mr. Ashok Jain (DIN: 01641752) has been appointed w.e.f July 01,2024 for a term of 5 (five) consecutive years. His appointment was approved by the shareholders by special resolution passed on June 14, 2024 by way of postal ballot.

Mrs. Shikha Sharma (DIN: 10913968) has been appointed w.e.f 20^th March, 2025 for a term of 5 (five) consecutive years. Her appointment was approved by the shareholders by special resolution passed on March 07, 2025 by way of postal ballot.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 20^th July, 2024 has approved the reappointment of Mr. Rajat Agrawal (DIN: 00855284) as Managing Director of the Company for a further period of three years subject to approval of the shareholders. On 18^th September, 2024, the Shareholders of the Company at the 32^nd Annual General Meeting of Members of the Company, approved the reappointment of Mr. Rajat Agrawal (DIN: 00855284) as Managing Director for a further period of three years w.e.f. 25^th September 2024.

Mr. Sunil Kansal (DIN: 09208705) has been appointed as a Wholetime Director of the Company for a term of 3 years with effect from 04^th October, 2024. His appointment was approved by the shareholders by special resolution passed on 22^nd November, 2024 by way of postal ballot.

Dr. Mahavir Prasad Agrawal (DIN: 00188179), resigned from the position of the Chairman cum Whole Time Director of the Company due to personal reasons with effect from 05^th October, 2024 and designation of Mr. Rajat Agrawal (DIN: 00855284) changed from Managing Director to Chairman cum Managing Director w.e.f. 05^th October, 2024.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 22^nd January, 2025 has approved the reappointment of Mr. Yogesh Malhotra (DIN: 05332393) as Whole Time Director Cum Chief Executive Officer of the Company for a further period of three years subject to approval of the shareholders through postal ballot. On 7^th March, 2025, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Yogesh Malhotra (DIN: 05332393), as Whole Time Director cum Chief Executive Officer for a further period of three years w.e.f. 31^st March, 2025.

14. Consolidated Financial Statements and Cash Flow Statement

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 AOC1 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/financialdetails. 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.

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 Business Responsibility policy can be accessed at https://www. gravitaindia.com/Upload/PDF/businessresponsibilitypolicy.pdf Further, Business Responsibility and Sustainable Report for F.Y 202425 is available on website of the company and can be accessed with following link: https://www. gravitaindia.com/investors/brsr.

17. Stock Appreciation Right Scheme

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 31^st March, 2025.

20. 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 ("SS1") and on General Meetings ("SS2") 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.

21. Share Capital

The Authorized Capital of the Company is Rs. 17,00,00,000 as on 31^st March, 2025. During the year under review, there is no change in the Authorized capital since the previous year.

During the financial year under review, The Company allotted 47,70,537 equity shares through Qualified Institutional Placement (QIP) at a price of Rs. 2,096.20 per equity share (including share premium of Rs. 2,094.20 per equity share) to Qualified Institutional Buyers aggregating approximately Rs. 1,000 Crore on December 19, 2024.

Accordingly, the Paidup share capital of the Company as on 31^st March, 2025 is Rs. 14,76,16,902 into 7,38,08,451 equity shares at the face value of Rs. 2 each.

Details of utilization of the funds raised by the Company pursuant to said QIP issue are disclosed in the Corporate Governance Report which forms part of this Report.

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, during the FY 20242025

(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

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. 53,926/ 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 1529 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

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 Wholetime Director received any remuneration/commission from any Subsidiary.

25. Credit Rating

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

26. Maternity Benefit

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

27. 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 Company's operations in future.

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

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

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

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

28. Acknowledgement

The Directors wish to place on record their appreciation for the cooperation 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 cooperation 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 Wholetime Director & CEO

DIN: 00855284 DIN: 05332393

Date: 28^th July, 2025 C137, Dayanand Marg 802, Roop Garden Apartments

Place: Jaipur Tilak Nagar Jaipur302004 Tilak Nagar Jaipur302004

#SARStart#

<dhheadSECRETARIAL AUDIT REPORT </dhhead

For the Financial Year ended on 31^st March, 2025 {Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014}

To

The Members,

Gravita India Limited

'Saurabh', Chittora Road, Harsulia Mod,

DiggiMalpura, TehsilPhagi,

Jaipur303904 (Rajasthan)

Based on our verification of Gravita India Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, The Securities and Exchange Board of India (Share Based Employees Benefits) Regulation, 2014 and The Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulation 2021; (Not applicable to the Company during the period under review)

e) The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021; (Not applicable to the Company during the period under review)

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the period under review) &

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the period under review)

We further report that having regard to the compliance system prevailing in the company and on examination of the relevant documents and records in pursuance thereof, on testcheck basis, the Company has generally complied with the following laws applicable specifically to the Company:

1. The Manufacture, Storage & Import of Hazardous Chemical Rules, 1989

2. Batteries (Management and Handling) Rules, 2001.

3. Hazardous Waste Management and Handling Rules, 2008

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards on Board and General Meetings (SS1 & SS2) issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited. During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above subject to remarks by statutory auditors in their report for the period under review.

We further report that, during the year under review:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes, if any, in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, or at short period, as the case may be, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at Board Meetings and Board Committee Meetings are carried out with requisite majority as recorded in the minutes of the meetings of Board of Directors of the Company or committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events /actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except as follows:

a) Members vide postal ballot dated 22nd November, 2024 approved the raising of funds in one or more tranches, by issuance of securities by way of private offerings, Qualified Institutions Placement(s) ("QIP"), and/or any combination thereof or any other method as may be permitted under applicable law for an amount not exceeding Rs. 1,000 crores. Pursuant to the allotment of Equity Shares under the said QIP, the paidup equity share capital of the Company stands increased from ' 13,80,75,828 consisting of 6,90,37,914 Equity Shares to ' 14,76,16,902 consisting of 7,38,08,451 Equity Shares.

b) It has been represented by the management in relation to embezzlement of funds by digital attackers who diverted a payment amounting to Rs. 2.43 crores to a fraudulent bank by impersonating as a legitimate vendor during the financial year ended on March 31st, 2025. The Company lodged a complaint with the cybercrime authorities and taken necessary corrective actions including employee awareness on cyber security risks.

UDIN: A033043G000874356 Dated: 28.07.2025 Place: Jaipur

For Pinchaa & Co.

Company Secretaries Firm's U.C.N. P2016RJ051800

Apeksha Agarwal

Partner M.No.: A33043 C. P. No.: 24578 P.R. Certificate No. 2904/2023

To

The Members,

Gravita India Limited

'Saurabh', Chittora Road, Harsulia Mod,

DiggiMalpura, TehsilPhagi, Jaipur,

Rajasthan303904

The above report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on the audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company. We have relied on the representation made by the Company, its Officers and Reports of the Statutory Auditor for systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules, and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. Due to the inherent limitations of an audit including internal, financial and operational controls, there is an unavoidable risk that some misstatements or material noncompliances may not be detected, even though the audit is properly planned and performed in accordance with the audit process.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

UDIN: A033043G000874356 Dated: 28.07.2025 Place: Jaipur

For Pinchaa & Co.

Company Secretaries Firm's U.C.N. P2016RJ051800

Apeksha Agarwal

Partner M.No.: A33043 C. P. No.: 24578 PR. Certificate No. 2904/2023

#SAREnd#

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

I. Conservation of Energy:

a) Steps taken or impact on conservation of energy:

The company has incorporated below mentioned improvement for conservation of energy.

STPs installed in our plants for conservation of water energy. Water treated from these STPs is used as process water and for horticulture in all of our plants.

This change will help the company in reducing time, energy and water consumption.

b) Steps taken by the company for utilizing alternate sources of energy:

The Company is making efforts to utilize alternate sources and has installed total 2,815 kW solar panels at the roof of workshop shed for its plants situated at Mundra, Phagi, SEZ (Jaipur), Ghana & Senegal thereby minimizing the consumption of electricity from commercial electricity boards. Company is planning to install more solar panels at Chittoor and other plants also.

c) Capital Investment on Energy conservation equipment: Rs. 168 Lakhs

II. Technology Absorption:

a) Efforts made towards Technology Absorption: The Company is making efforts in research and experimentation to develop VDU (Vacuum Distillation Unit) & Tin Refining, which is being procured from China for one of our plants.

b) Benefits derived towards improvement in technology of machines and equipment: The above technology improvement will help the company in enhancing quality of tin products while saving time, enhancing energy efficiency and improving cost competitiveness.

c) Technology Imported (Imported during the last three years):

Financial Year 202425: Company has invested in importing VDU (Vacuum Distillation Unit) & Tin Refining from China, for its Mundra plant. This machine will help the company in expanding the business with a new vertical underscoring Gravita's commitment to diversifying its recycling portfolio and advancing the company's ESG goals, and the same fully absorbed in the same FY

DISCLOSURES OF REMUNERATION TO DIRECTORS & KMP [PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

i. The percentage increase in remuneration of each Managing Director, Chairman, Wholetime Director, Chief Financial Officer and Company Secretary during the financial year 202425 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 202425 are as under:

Median remuneration of the Employees of the Company assumed to be Rs. 2.48 Lacs.

# Dr. Mahavir Prasad Agarwal (DIN:00188179) resigned from the Directorship of the Company as on 05^th October, 2024.

ii. The Percentage increase in the median remuneration of employee in the Financial year: Percentage increase in the median remuneration of employees in the financial year 202425 is 8.03%

iii. Number of Permanent Employees on the pay roll as on 31^st March 2025 of the Company are 2,000 (Two Thousand Only).

iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average Percentile increase in the Salaries of the Employees other than Managerial Personnel is 9.35% and increase in salary of Managerial Personnel during last financial year is disclosed in point No.(i) Increase in remuneration is based on remuneration policy of the company.

In addition, the increase in remuneration of managerial personnel viz. Managing Director and Wholetime Director is within the limits approved by the shareholders.

v. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company

For and on behalf of the Board of Directors

Date: 28^th July, 2025 Place: Jaipur

(Rajat Agrawal)

Chairman cum Managing Director DIN: 00855284 C137, Dayanand Marg Tilak Nagar Jaipur302004

(Yogesh Malhotra)

Wholetime Director & CEO DIN:05332393

802, Roop Garden Apartments Tilak Nagar Jaipur302004