We are delighted to present on behalf of Board of Directors of Gravita India Limited ("the Company”), the 33^rd Annual Report
of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS Amount (Rs. in Crores)

1. State of Company's Affair

In FY 2024-25, India remained a beacon of economic resilience amid global uncertainties, registering a GDP growth
of 6.5% and retaining its status as the fastest-growing 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. Government-led 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

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 2024-25 as compared to
Rs. 3,161 crores in the previous year.

• EBITDA stood at Rs. 404 crores in financial year 2024-25 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 2024-25 as compared to Rs. 2,679 crores in the
previous year.

• EBITDA stood at Rs. 244 crores in financial year 2024-25 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 2024-25. 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. 2025-26 in Board Meeting dated 02^nd May, 2025. Therefore, Board of directors
has not recommended final dividend for FY 2024-25.

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/dividend-distribution-policy.pdf

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of the Company
and is engaged in the business of Manufacturing of Lead, PP Granules and trading of Aluminium Scrap. During the
year under review, this subsidiary has produced 5,858 MT of Re-Melted 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 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 5,717 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 step-down 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 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 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 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 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 step-down 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 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 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 step-down 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 step-down 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 wholly-owned 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 step-down 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 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. 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

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 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 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 2024-25, 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 Company's 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 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/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
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/FAMILARIZATION-PROGRAMME-final.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. 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/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 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 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. 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 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 Company's 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)
(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 Annexure-2. For a detailed Corporate Social Responsibility
policy please refer 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 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/
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 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 self-explanatory. 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 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 2025-26 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 2025-26, 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 2023-24 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 2024-25 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 self-explanatory. The Secretarial Audit Report for
the financial year ended 31^st March, 2025 is set out in "Annexure-3" to this report.

10. Insider Trading Prevention Code

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider
Trading in equity shares of Gravita India Limited to preserve the confidentiality and to prevent misuse of unpublished
price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been
posted on the website of the Company https://www.gravitaindia.com/Upload/PDF/Insider-trading-Code.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 "Annexure-4".

12. Particulars of Employees and related disclosures

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended a statement showing the names
and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided
in the said rules are set out in the 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 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. Rajat Agrawal (DIN: 00855284) is liable to retire by rotation and is eligible for re-appointment 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 re-appointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman
cum Whole-time 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
re-appointment of Dr. Mahavir Prasad Agarwal (DIN: 00188179) as a Chairman cum Whole-time 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
Non-Executive 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 re-appointment 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 re¬
appointment 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 Whole-time 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 re-appointment 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 re¬
appointment 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

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
2024-25, together with the Auditors' Report form part of this Annual Report.

15. Subsidiaries and Associates

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

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
Consolidated Financial Statements and related information of the Company are available on our website https://www.
gravitaindia.com/investors/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.

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/business-responsibility-policy.pdf Further, Business Responsibility and Sustainable
Report for F.Y 2024-25 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

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time
('SEBI Regulations'), the Compensation Committee of Board, inter alia, administered and monitored the Gravita Stock
Appreciation Rights Scheme 2017 of your Company. Further, the Board of Directors at its meeting held on 20^th June,
2023 has taken on record the termination of the Gravita Stock Appreciation Rights Scheme - 2017 ("Scheme”) and this
decision made by the Compensation Committee of the Company. Further disclosures pursuant to Regulation 14 of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly
known as SEBI (Share Based Employee Benefits) Regulations, 2014, for the financial year ended 31^st March, 2025 are
available on website of the Company https://www.gravitaindia.com/investors/esop-disclosure

18. Management Discussion and Analysis Report

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

19. Deposit

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

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 Paid-up 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 2024-2025

(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 Whole-time 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 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

Date: 28^th July, 2025 C-137, Dayanand Marg 802, Roop Garden Apartments

Place: Jaipur Tilak Nagar Jaipur-302004 Tilak Nagar Jaipur-302004