Your Directors are pleased to present the 3^rd Integrated Annual Report of the Company along with the audited financial
statements (standalone and consolidated) for the year 2025-26.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY

The performance of the Company and its business
operations is discussed in detail in the Management
Discussion and Analysis Report, which forms an
integral part of this Integrated Annual Report.
Further, during the year under review, there was no
change in the nature of the Company’s business.

Antony Lara Enviro Solutions Private Limited, a
subsidiary of the Company, was awarded two
significant -15 MW WTE projects in Andhra Pradesh
by the New & Renewable Energy Development
Corporation of Andhra Pradesh Limited in August
2025. Each project carries a concession period of
20 years, during which the power generated will be
procured by Southern Power Distribution Company of
Andhra Pradesh Limited (APSPDCL) at a tariff of H8.10
per unit. In furtherance of the project implementation,
the subsidiary incorporated special purpose vehicles
namely Kadapa Renew Energy Private Limited and
Kurnool Renew Energy Private Limited in September
2025, as wholly owned subsidiaries, for execution of
the respective WtE projects.

In April 2026, the subsidiary entered into Share
Subscription Agreements and Shareholders’
Agreements with JFE Engineering Corporation,
Japan, a global leader in waste-to-energy technology.

Upon completion of the transaction, each of the
project SPVs will have a shareholding structure
comprising 75% held by Antony Lara Enviro Solutions
Private Limited and 25% held by JFE Engineering
Corporation. This strategic collaboration is expected
to facilitate technology transfer, adoption of global
best practices, and enhanced operational and project
execution capabilities.

Further, in December 2025, the subsidiary was
also awarded a pre-processing waste management
contract by the Thane Municipal Corporation
involving the development of a 600-800 TPD solid
waste pre-processing facility. The scope includes
the establishment of a Material Recovery Facility for
segregation of mixed waste, covering end-to-end
activities such as design, engineering, construction,
commissioning, and operation and maintenance over
a period of 10 years.

Additionally, Antony Waste Handling Cell Limited,
as part of a consortium led by it, along with Jigar
Transport and M.K. Enterprises, was awarded two
projects by the Brihanmumbai Municipal Corporation
for the collection and transportation of approximately
1,250 TPD of municipal solid waste across various
wards of Mumbai city in December 2025. Pursuant

to the award of these projects, the Company
incorporated Mumbai Eco Solutions Private Limited
as a Special Purpose Vehicle for project execution, in
which the Company holds 51% stake.

During the year under review, the Hon’ble National
Company Law Tribunal, Mumbai Bench, ("NCLT”) has
approved the Scheme of Merger by Absorption of
AG Enviro Infra Projects Private Limited (Transferor
Company) into Antony Waste Handling Cell Limited
(Transferee Company) vide its order dated December
18, 2025. Accordingly, with effect from December
31, 2025, the Transferor Company stands dissolved
without winding up, with the appointed date of the
Scheme being April 1, 2025.

Pursuant to the aforesaid merger, all assets, liabilities
and reserves of the Transferor Company have been
transferred to and vested in the Transferee Company.
The transaction has been accounted for in accordance
with the accounting treatment prescribed under the
approved Scheme, which is in line with the applicable
Indian Accounting Standards governing common
control business combinations. As a result, the
comparative figures in the financial statements have
also been restated from April 1, 2024.

Further, there were no revisions made to the financial
statements or the Board’s Report of the Company
during the year under review.

2. DIVIDEND

In celebration of the Company completing 25 years
in India’s waste management sector, and encouraged
by the continued strength of its sustainability-
led business model and long-term value creation
journey, your Directors are pleased to recommend,
as a maiden dividend, a final dividend at 10% of the
face value of H5/- each (i.e. H0.50/- per equity share)
for the financial year ended March 31, 2026, subject
to the approval of the Members at the ensuing 25^th
Annual General Meeting ("AGM”). The total cash out
flow on account of payment of dividend would be
approximately H141.91 Lakh.

The dividend, if approved by the members at the
AGM, shall be paid within 30 (thirty) days from the
date of AGM to the Members whose names appears
in the records of the Depositories as beneficial owners
as at the end of the business hours on i.e. Thursday,
August 13, 2026 being the Record Date fixed for the
purpose of determining the entitlement of Members
to receive the dividend.

Further, as per the applicable Income-Tax laws,
dividends paid or distributed by the Company
shall be taxable in the hands of the shareholders.
Accordingly, the Company makes the payment of the
dividend after deduction of tax at source ("TDS”).

Dividend Distribution Policy

In terms of Regulation 43A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”), the Board of the Company has
adopted a Dividend Distribution Policy.

The dividend recommendation is in accordance with
the Policy of the Company. The dividend will be paid
out of the profits for the year.

The Dividend Distribution Policy is available on the
website of the Company at https://www.antony-
waste.com/docs/investors/corporate-governance/
policies/Dividend Distribution Policy.pdf.

3. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and
Analysis Report for the year under review, is
presented in a separate section forming part of this
Integrated Annual Report.

4. PERFORMANCE OF SUBSIDIARY/
ASSOCIATE COMPANIES/LLP

During the year under review, AG Enviro Infra Projects
Private Limited ceased to exist with effect from
December 31, 2025, pursuant to the sanction of the
Scheme of Merger by way of Absorption of AG Enviro
Infra Projects Private Limited ("Transferor Company”)
into Antony Waste Handling Cell Limited ("Transferee
Company”) by the Hon’ble NCLT, vide its order dated
December 18, 2025.

As on date of this report, the Company has eight
subsidiaries and one associate overseas Company.
There has been no change in the nature of business
of any of the subsidiaries during the year. Further, the
Company has two material subsidiaries in accordance
with the criteria prescribed under the SEBI Listing
Regulations as amended from time to time.

The details of the performance of the subsidiary/
associate companies/LLP during the year under
review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE
LIMITED

Antony Lara Enviro Solutions Private Limited
was established through a strategic partnership
between Antony Waste Handling Cell Limited and
Lara Central De Tratamento de Residuos Limited,
Brazil. Operating as a leading player in India’s waste
management sector, the company operates the
Kanjurmarg Integrated Waste Management Project in
Mumbai—the country’s largest waste processing and
engineered sanitary landfill facility.

The Kanjurmarg project awarded a 25-year concession
in 2009 and operationalized in March 2012, processes
approximately 6,000 tonnes of waste daily with a
total handling capacity of 7,500 tonnes per day.

In 2024, the company further reinforced its portfolio
by securing a significant contract from the CIDCO
for the bio-mining of approximately 8.60 lakh tonnes
of legacy waste. The project, which was nearing
completion as at the end of the year, dedicated to the
bio-mining and redevelopment of the existing sanitary
landfill cells at CIDCO’s Municipal Solid Waste (MSW)
facility, located in Village Chal near Taloja, MIDC.

During the year under review, the Company secured
projects of pre-processing of 600-800 TPD municipal
solid waste project from the Thane Municipal
Corporation for a concession period of 10 years.
Additionally, in August 2025, the Company was also
awarded two significant WTE projects, each with an
approximate capacity of -15 MW, in Andhra Pradesh
by the NREDCAP. Each project carries a concession
period of 20 years and will be implemented through
Kadapa Renew Energy Private Limited and Kurnool
Renew Energy Private Limited, Special Purpose
Vehicles, incorporated in September 2025.

The company has reported total Income of
H 29,166 lakh for the current year as compared to
H26,368 lakh in the previous year. The total comprehensive
income for the year under review amounted to
H 5,641 lakh as compared to an income of H 5,423 lakh in
the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE
LIMITED

Antony Lara Renewable Energy Private Limited
operates as a Special Purpose Vehicle jointly
established by Antony Waste Handling Cell Limited
and Antony Lara Enviro Solutions Private Limited to
develop and operate an Integrated Waste-to-Energy
facility at Moshi, Pimpri-Chinchwad, Pune.

The PCMC WtE project was awarded a 21-year
concession in 2018 and became operational in August
2023. The project processes approximately 1,000
tonnes of waste daily and is designed to generate
-14 MW of clean and green energy from 700 TPD of
dry and non-recyclable municipal waste. Of the total
electricity generated, approximately 11.5 MW will be
utilised by PCMC under the Green Open Access rules.

The company has reported total Income of
H 8,393 lakh for the current year as compared
to H 8,230 lakh in the previous year. The total
comprehensive income for the year under review
amounted to H 787 lakh as compared to an income
H 369 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited was
incorporated as a Special Purpose Vehicle to

undertake integrated municipal solid waste
management services within the Varanasi Municipal
Corporation area, including door-to-door collection
and transportation of municipal solid waste and
mechanised road sweeping.

The Varanasi project was awarded in March 2020 for
a concession period of seven years. The company
manages the collection and transportation of
municipal solid waste across the city, undertakes
mechanised sweeping and cleaning of public roads
and spaces, and collects user fees on behalf of the
municipal corporation, thereby supporting improved
cleanliness, environmental protection, and public
health outcomes in Varanasi.

The company has reported total Income of
H 5,686 lakh for the current year as compared to
H 5,583 lakh in the previous year. The total comprehensive
Income for the year under review amounted to
H 740 lakh as compared to an income of H 708 lakh in
the previous year.

ANTONY RECYCLING PRIVATE LIMITED

Antony Recycling Private Limited, a wholly-
owned subsidiary, has strategically established
Click2Clean, a comprehensive hygiene solutions
brand targeting the non-municipal commercial and
institutional sector. The brand capitalizes on the
increasing emphasis on workplace hygiene, occupant
health, and environmental cleanliness standards
across commercial, industrial, residential, and
institutional spaces.

The brand''s integrated approach addresses the
complete spectrum of hygiene requirements,
from routine maintenance to specialized cleaning
protocols, ensuring compliance with health standards
and enhancing stakeholder’s satisfaction.

With a diversified client base exceeding 150
accounts—including prominent companies and
leading institutions across various sectors—
Click2Clean has established itself as a trusted
hygiene solutions provider in the commercial
segment, demonstrating strong market acceptance
and growth potential.

The company has reported total income of
H 180 lakh for the current year as compared to
H 22 Lakh in the previous year. The total comprehensive
loss for the year under review amounted to H 184 lakh
as compared to loss of H 124 lakh in the previous year.

KADAPA RENEW ENERGY PRIVATE LIMITED

Kadapa Renew Energy Private Limited has been
incorporated on September 01, 2025 as a wholly owned
Special Purpose Vehicle (SPV) by Antony Lara Enviro
Solutions Private Limited for the implementation of the
project "Processing of Municipal Solid Waste through a
Material Recovery Facility and incineration in a Waste-to-
Energy facility”, awarded by the New & Renewable Energy

Development Corporation of Andhra Pradesh Limited at
Kadapa cluster.

The project was awarded in August 2025 with a
concession period of 20 years. Upon development
and operationalisation, the facility is expected
to process approximately 780 TPD of dry,
non-recyclable municipal waste and generate ~15 MW
of clean and green energy.

In April 2026, the parent company executed a
Share Subscription Agreement and Shareholders’
Agreement with JFE Engineering Corporation, Japan,
a global leader in waste-to-energy technology. Upon
completion of the transaction, the shareholding
structure of Kadapa Renew Energy Private Limited
will be 75% held by Antony Lara Enviro Solutions
Private Limited and 25% held by JFE Engineering
Corporation. This strategic partnership enables
technology transfer, implementation of international
operational best practices, and enhanced project
execution capabilities.

For the period from the date of its incorporation
up to March 31, 2026, the Company reported total
income of H222 lakh and total comprehensive
income of H10 lakh.

KURNOOL RENEW ENERGY PRIVATE LIMITED

Kurnool Renew Energy Private Limited has been
incorporated on September 02, 2025 as a wholly
owned Special Purpose Vehicle (SPV) by Antony
Lara Enviro Solutions Private Limited for the
implementation of the project "Processing of
municipal solid waste through a Material Recovery
Facility and incineration in a Waste-to-Energy
facility”, awarded by the New & Renewable Energy
Development Corporation of Andhra Pradesh Limited
at Kurnool cluster.

The project was awarded in August 2025 with a
concession period of 20 years. Upon development
and operationalisation, the facility is expected
to process approximately 760 TPD of dry, non¬
recyclable municipal waste and generate ~15 MW of
clean and green energy.

In April 2026, the parent company executed a
Share Subscription Agreement and Shareholders
Agreement with JFE Engineering Corporation, Japan,
a global leader in waste-to-energy technology. Upon
completion of the transaction, the shareholding
structure of Kurnool Renew Energy Private Limited
will be 75% held by Antony Lara Enviro Solutions
Private Limited and 25% held by JFE Engineering
Corporation. This strategic partnership enables
technology transfer, implementation of international
operational best practices, and enhanced project
execution capabilities.

For the period from the date of its incorporation up to
March 31, 2026, the Company reported total revenue
of H199 lakh and total income of H10 lakh.

MUMBAI ECO SOLUTIONS PRIVATE LIMITED

Mumbai Eco Solutions Private Limited was
incorporated on December 30, 2025, as a Special
Purpose Vehicle by Antony Waste Handling Cell
Limited (51%), M/s. Jigar Transport Company (29%),
and M/s. M. K. Enterprises (20%) to implement two
Collection and Transportation projects across various
wards of Mumbai City. The partnership combines
operational expertise in waste management,
transportation logistics, and local market knowledge
to deliver comprehensive municipal waste solutions.

The project was awarded in December 2025 with a
concession period of 7 years to collect and transport
approximately 1,250 TPD of municipal solid waste.
This expansion strengthens the company’s presence
in Mumbai’s waste management sector while
demonstrating its capability to forge collaborative
partnerships and deliver integrated waste
management services in key metropolitan markets.

For the period ended March 31, 2026, it has not earned
any income and reported total comprehensive loss of
H 44 lakh since the date of its incorporation.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP was incorporated
as a Special Purpose Vehicle by the Company and
Antony Lara Enviro Solutions Private Limited to
undertake bio-mining and legacy waste remediation
project in Greater Noida. The SPV has successfully
executed a comprehensive bio-mining operation in
Greater Noida, processing over 300,000 tonnes of
accumulated legacy waste and reclaiming the land
for productive use.

The LLP did not generate any income during the
current year, as compared to H47 lakh reported in the
previous year. The total comprehensive loss for the
year under review amounted to H 2 lakh as compared
to loss of H 14 lakh in the previous year.

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on
the amount invested in Mazaya and has made provision
for diminution in value of the entire investment. With
a view to write-off its investment in the shares of
Mazaya, we have submitted an application to Reserve
Bank of India seeking permission to write-off the entire
amount of investment.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company
for the year 2025-26 are prepared in compliance with
the applicable provisions of the Companies Act, 2013
("the Act”), including Indian Accounting Standards
specified under Section 133 of the Act. The audited
consolidated financial statements together with the
Auditors’ Report thereon forms part of this Integrated
Annual Report, on page 355.

The provisions of Section 129(3) of the Act and rules
made thereunder, a separate statement containing
salient features of financial statements of its Subsidiaries,
Associate Companies/Joint Venture in form
AOC-1 is annexed as Annexure I and forms part of this
Integrated Annual Report, on page 171.

The financial statements of the subsidiaries are
available for inspection by the members at the
Registered Office of the Company pursuant to the
provisions of Section 136 of the Act. The Statements
are also available on the website of the Company
under the ‘Investors’ section at https://www.antony-
waste.com/investors/subsidiaries/.

5. AUDITORS

(I) STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration Number:
001076N/N500013), have been appointed as
Statutory Auditors of the Company at the 21^st
Annual General Meeting of Members of the
Company held on September 27, 2022, for a
second term of 5 years from the conclusion of 21^st
Annual General Meeting till the conclusion of 26^th
Annual General Meeting to be held in year 2027.

During the year under review, the Statutory
Auditors confirmed that they meet the
independence and eligibility criteria prescribed
under the Act. In accordance with the SEBI
Listing Regulations, they have also confirmed
that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered
Accountants of India. The Audit Committee has
reviewed and taken note of the independence of
the Statutory Auditors and the effectiveness of
the audit process.

No fraud has been reported by the Statutory
Auditors during the year 2025-26 pursuant to
the provisions of Section 143(12) of the Act.

The Auditor’s Report for the year 2025-26
on the financial statements (standalone and
consolidated) of the Company does not contain
any qualification, reservation, adverse remark,
or disclaimer. The reports are annexed herewith
and forms part of this Integrated Annual Report,
on pages 273 and 355 respectively.

Further, the Notes on financial statements referred
to in the Auditors’ Report are self-explanatory
and do not call for any further comments.

(II) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, read
with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of SEBI Listing
Regulations, SGGS & Associates (ICSI Unique

Code: P2021MH086900), Practicing Company
Secretaries, Mumbai, were appointed to
undertake the Secretarial Audit for a term of
five consecutive years i.e. from financial year
2025-26 to financial year 2029-30.

During the year under review, the Secretarial
Auditor confirmed that they meet the
independence and eligibility criteria prescribed
under the Act and SEBI Listing Regulations.
Further, they have also confirmed that they hold a
valid certificate issued by the Peer Review Board
of the Institute of Company Secretaries of India.

No fraud has been reported by the Secretarial
Auditor during the year 2025-26 pursuant to the
provisions of Section 143(12) of the Act.

The Secretarial Auditor Report for the year
2025-26 does not contain any qualification,
reservation, adverse remark, or disclaimer
except as stated below. Further, the report is
annexed herewith as Annexure II and forms part
of this Integrated Annual Report, on page 173.
Remark:

Improvements in Structured Digital Database

Itwas observed that there is further scope
of strengthening the internal controls for
maintaining Structured Digital Database (SDD)
by the Company, particularly in respect of
recording of UPSI events and ensuring all UPSI is
appropriately captured in the SDD.

Management response:

The Company has already taken significant
steps towards further strengthening controls
over the Structured Digital Database (SDD). A
robust internal process has been implemented
to facilitate timely and accurate recording of
all relevant events in the SDD, with a continued
focus on ensuring completeness of entries and
prompt capturing of all UPSI shared in the SDD
tool in accordance with the Company’s Code
of Conduct on Prevention of Insider Trading
by Insiders. Further, the Company continues to
enhance these processes through refined SOPs,
clearer accountability, system-driven checks,
and periodic reviews so as to maintain a strong
and effective compliance framework aligned
with regulatory requirements.

(III) SECRETARIAL AUDIT OF MATERIAL
UNLISTED SUBSIDIARY COMPANIES

The Secretarial Auditor of the Company
i.e. SGGS & Associates (ICSI Unique Code:
P2021MH086900), Practicing Company
Secretaries Mumbai, had been appointed to
undertake the Secretarial Audit of Antony Lara
Enviro Solutions Private Limited and Antony
Lara Renewable Energy Private Limited, material

subsidiary companies in terms of Section 204 of
the Act read with Regulation 24A of the SEBI
Listing Regulations.

The Secretarial Auditor Reports for the year
2025-26 for both the material subsidiary
companies do not contain any qualification,
reservation, adverse remark, or disclaimer.
Further, the reports are annexed herewith as
Annexure III(A) and Annexure 111(B) and forms
part of this Integrated Annual Report, on pages
178 and 182 respectively.

(IV) ANNUAL SECRETARIAL COMPLIANCE
REPORT

The Company has undertaken an audit for the
Year 2025-26 for all applicable compliances
as per Securities and Exchange Board of India
Regulations and Circulars/ Guidelines issued
thereunder. The Annual Secretarial Compliance
Report issued by Secretarial Auditor of the
Company i.e. SGGS & Associates (ICSI Unique
Code: P2021MH086900), has been submitted
to BSE Limited and National Stock Exchange of
India Limited, the Stock Exchanges where equity
shares of the Company are listed.

The Annual Secretarial Compliance Report is
annexed herewith as Annexure IV and forms part
of this Integrated Annual Report, on page 186.

6. SHARE CAPITAL

During the year under review, the Company has
completed merger of AG Enviro Infra Projects
Private Limited (Transferor Company) into Antony
Waste Handling Cell Limited (Transferee Company)
with effect from December 31, 2025, as a result of
this merger, the Transferor Company''s authorised
share capital of H3,50,00,000 stands transferred to
and merged with the authorised share capital of the
Transferee Company.

As of March 31, 2026, the Authorised and Paid-up
Share capital of the Company stood at H 1,86,49,26,960
and H 14,19,10,500 respectively.

The Company has not issued any equity shares or
convertible securities during the year under review.
Further, it does not have any scheme in place for
the issuance of shares, including sweat equity, to
its employees or Directors, other than the AWHCL
Employee Stock Option Plan, 2022.

As of March 31, 2026, none of the Directors of the
Company hold any convertible instruments of the
Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at its 21^st Annual
General Meeting held on September 27, 2022, had
approved AWHCL EMPLOYEE STOCK OPTION

PLAN 2022’ for grant of, from time to time, in one or
more tranches, not exceeding 3,00,000 (Three Lakh)
employee stock options to the identified employees
of the Company and its subsidiaries and associated
companies. Further, a certificate from Secretarial
Auditor of the Company i.e. SGGS & Associates (ICSI
Unique Code: P2021MH086900), Practicing Company
Secretaries, Mumbai, had been received confirming
that AWHCL EMPLOYEE STOCK OPTION PLAN
2022’, has been implemented in compliance with the
SEBI SBEB Regulations. During the year under review,
there were no material changes made to the scheme.

A copy of the aforesaid certificate and Statutory
disclosures as mandated pursuant to Rule 12(9) of
the Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of the SEBI SBEB Regulations,
are available on the website of the Company at https://
www.antonv-waste.com/investors/annual-reports/.

7. CREDIT RATING

The Company has obtained credit ratings for its long¬
term and short-term borrowings as set out below and
has not obtained any rating for its securities. Further,
there was no revision in the credit ratings assigned to
the Company during the year under review.

These rating reflects the Company’s prudent financial
management, disciplined capital stewardship, and
consistent ability to meet its financial obligations in
a timely manner. It also reinforces the confidence
reposed in the Company by lenders and other
stakeholders in its overall financial strength and
creditworthiness.

During the year under review, the Company did not
issue any debt instruments, run any fixed deposit
programme, or have any scheme or proposal
involving mobilization of funds.

8. PARTICULARS OF INVESTMENTS, LOANS
AND GUARANTEES

Pursuant to Section 186 of the Act read with Schedule
VI, the projects/activities of the Company are
categorized as "Infrastructure facility”, therefore the
provisions of said section are exempted, except for
Section 186(1). Further, the details of any investment
or advanced loans or a guarantee are stated in the
notes to the financial statements.

9. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company’s internal control system is an integral
part of its governance framework and is designed

to support the achievement of business objectives,
safeguard assets, and ensure the accuracy and
reliability of financial and operational reporting. The
framework is supported by well-defined policies,
processes, procedures, and industry best practices
that help mitigate risks and provide reasonable
assurance that operations are conducted efficiently
and effectively. The Company has also established
appropriate monitoring mechanisms to protect
assets from unauthorized access or disposal,
prevent and detect frauds and errors, and maintain
accurate accounting records. The Internal Financial
Controls of the Company, with reference to the
financial statements, are adequately designed and
operating effectively.

During the year under review, the Company appointed
Suresh Surana & Associates LLP, Chartered Accountants,
as an Internal Auditor to conduct the internal audit of
the Company for FY 2025-26.

The Internal Auditor has reviewed the adequacy and
effectiveness of the internal control systems and have
confirmed that no material weakness was observed
in the Company’s internal financial controls during
the year under review.

10. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has been entering into transactions
with related parties, including entities directly and/or
indirectly controlled by members of the Promoter(s)
& Promoter(s) Group, for its principal business
activities for more than two decades.

The Company enters into related party transactions
in the ordinary course of business, inter alia, for the
purchase of specialised vehicles and for availing
maintenance and allied services in respect of its
vehicle fleet and such other transactions permissible
and provided for under the provisions of the Act, the
SEBI Listing Regulations, and the Income-Tax laws.
These transactions are integral to the Company’s
operations, given the specialised and asset-intensive
nature of the waste management business.

The arrangement enables the Company to procure
fit-for-purpose vehicles and ensure timely upkeep,
operational reliability, and optimum fleet availability.
Such transactions also allow the Company to leverage
the Group’s established domain expertise, technical
know-how, and longstanding presence in the waste
management sector.

This, in turn, supports continuity of operations,
improved service quality, and faster turnaround in
maintenance and support services. The Group’s
prominent and experienced presence in the
sector also facilitates operational synergies, better
alignment with business requirements, and efficient
deployment of resources.

Further, these transactions contribute to cost
optimisation, minimise downtime, and enhance
execution capabilities across projects. Overall, the
arrangements are commercially beneficial to the
Company and support its efficient, sustainable, and
scalable business operations.

The Company follows robust internal processes and
governance mechanisms before entering into any
related party transactions. The evaluation criteria,
commercial considerations and approval processes
governing related party transactions are substantially
similar to those applied to transactions with other
value-chain partners. All related party transactions
are undertaken in the interest of the Company and
in compliance with applicable laws and regulations.
None of the transactions are prejudicial to the
interests of the Company or its shareholders.

As part of the Company''s budgeting exercises,
prior to the commencement of each financial year, a
comprehensive overview of all proposed related party
transactions is placed before the Audit Committee
for its consideration and approval. This includes
details such as the estimated transaction amounts,
pricing methodology, commercial terms, and other
relevant particulars.

Subsequently, any new transactions or modifications
to previously approved transaction limits or
contractual terms with related parties are brought
before the Audit Committee for further approval
during the year, if required.

All related party transactions requiring approval of
the Audit Committee are placed before it along with
the requisite disclosures and supporting information,
in accordance with applicable SEBI circulars and the
Industry Standards on Related Party Transactions,
and are supported by a certificate from the Managing
Director and Group Chief Financial Officer confirming
that the proposed transactions are in the interest
of the Company.

In addition, all related party transactions entered
into by the Company are placed before the Audit
Committee on a quarterly basis for its review
and oversight. The Audit Committee undertakes
a comprehensive evaluation to ensure that such
transactions are conducted in the ordinary course
of business, on an arm’s length basis, and in
compliance with applicable statutory and regulatory
requirements, thereby reinforcing transparency and
robust corporate governance.

During the year under review, all such contracts,
arrangements and transactions were entered into
in the ordinary course of business and on an arm''s
length basis, and none of them were material in
nature within the meaning of the Act, the SEBI Listing
Regulations or the Company''s Policy on Related Party

Transactions. Accordingly, disclosure in Form AOC-2,
as required under Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules,
2014, is not applicable, and details of all related party
transactions have been disclosed in the notes to the
financial statements.

The Policy on the Related Party Transactions is
available on the website of the Company at https://
www.antonv-waste.com/docs/investors/corporate-
governance/policies/Policy on RPT.pdf.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change
in the Board Structure. Further, as on March 31, 2026,
the Company had following Members on its Board:

KEY MANAGERIAL PERSONNEL (‘KMP’)

There were no changes to the Company’s Key
Managerial Personnel during the reporting period
and the KMP of the Company as designated under
provisions of Section 203 of the Act, are as under:

During the year, Seven (7) Board Meetings were
held the details of which are given in the Report
on Corporate Governance, which forms part of this
Integrated Annual Report, on page 193.

Further, in accordance with the provisions
of Section 152 of the Act and the Company’s
Articles of Association, Mr. Shiju Jacob Kallarakal
(DIN:00122525), Director of the Company, retires
by rotation at the ensuing Annual General Meeting
and being eligible offers himself for reappointment.
The Board recommends his reappointment for the

consideration of the Members of the Company at the
ensuing Annual General Meeting.

The Board of Directors of the Company at its meeting
held on July 28, 2026, has approved to fix tenure of
Mr. Shiju Jacob Kallarakal for a period of 5 (five) years
effective from July 28, 2026. He previously served as
an Executive Director on the board of AG Enviro Infra
Projects Private Limited, a wholly owned subsidiary
of the Company, that merged into the Company
effective December 31, 2025, where he was actively
employed and drawing remuneration.

The above re-appointment forms part of the notice of
the ensuing AGM and the resolution is recommended
for members’ approval.

DECLARATION OF INDEPENDENCE

The Board of Directors, based on the declarations
submitted by the Independent Directors (IDs), has
affirmed that each ID meets the independence criteria
as specified under Section 149 of the Act and the SEBI
Listing Regulations, confirming their independence
from management. Additionally, in accordance with
Section 150 of the Act and Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules,
2014, all IDs have registered themselves in the
Independent Directors’ Databank maintained by the
Indian Institute of Corporate Affairs (IICA).

The Board is also satisfied that the Independent
Directors possess the requisite integrity, expertise
and experience (including proficiency) required to
effectively discharge their duties and responsibilities.
Further, all Independent Directors have either passed
the online proficiency self-assessment test conducted
by the Institute or are exempt from undertaking the
same in accordance with the applicable provisions of
the aforesaid Rules.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

To ensure that all Directors are adequately equipped
to discharge their duties effectively, the Company
institutes familiarisation programmes, from time to
time, aligned with the requirements of the Act and
other applicable regulations. These programmes are
thoughtfully designed to provide each Director with
a structured and customised induction experience,
taking into account their individual background,
professional expertise, and specific areas of interest,
thereby enabling a smooth integration into the
Board’s functioning.

As part of this initiative, Directors are encouraged
to undertake visits to the Company’s operational
facilities, enabling them to gain first-hand insight
into on-ground activities and interact directly with
members of Senior Management. Alongside these
visits, the familiarisation process includes detailed
presentations by the management team covering key
aspects such as the Company’s strategic priorities,

operational framework, market competitiveness
as well as the framework for risk identification
and mitigation.

These programmes enable them to actively
participate in Board deliberations, provide informed
and constructive guidance, and exercise effective
oversight over management, thereby contributing
to strengthened governance standards and the
long-term sustainable growth of the Company.

Further, the details of the Familiarisation Programme
provided to the Directors is available on the website
of the Company at https://www.antony-waste.com/
docs/investors/corporate-governance/policies/
Familarisation Programme of IDs.pdf

NOMINATION AND REMUNERATION POLICY

The Company operates in a sector that is both
operationally demanding and governance-intensive,
where the quality of leadership, managerial oversight,
and strategic decision-making directly influences its
ability to deliver on long-term urban infrastructure
mandates. In this context, the caliber, integrity, and
commitment of its Directors, KMPs, and Senior
Management constitute some of the Company’s most
critical strengths.

Recognising this, the Board of Directors has framed a
Nomination and Remuneration Policy that establishes
a structured and transparent framework governing
the appointment and remuneration of Directors,
KMPs, and Senior Management of the Company. The
Policy, formulated on the recommendation of the
Nomination and Remuneration Committee (‘NRC’), is
designed to attract, retain, and motivate individuals
of the highest professional caliber — those who
bring not only functional expertise but also a deep
understanding of the strategic, regulatory, and
operational complexities that define India’s evolving
waste management landscape.

The Policy lays down guiding principles and
philosophy for the determination of remuneration
payable to Executive and Non-Executive Directors
as well as to KMPs, Senior Management, and other
employees of the Company. Remuneration structures
are designed to strike an appropriate balance
between fixed and variable components, ensuring
a direct and meaningful linkage between individual
performance, organisational outcomes, and long¬
term value creation for stakeholders.

Beyond remuneration, the Policy establishes clear
criteria for determining the qualifications, positive
attributes, and independence of Directors, and for the
appointment of KMPs and Senior Management. Given
the nature of the Company’s business — which spans
large-scale municipal contracts, multi-site operations,
technology-driven processing infrastructure, and
engagement with civic bodies across India — the
NRC places particular emphasis on identifying
individuals who combine operational rigour with
strategic vision, and who are capable of providing
meaningful guidance across the full spectrum of the
Company’s activities.

The NRC policy is available on the website of the
Company at https://www.antonv-waste.com/docs/
investors/corporate-governance/policies/AWHCL
Nomination and Remuneration Policy.pdf

BOARD EVALUATION

The Company’s approach to governance is anchored
in continuous self-assessment and an enduring
commitment to improvement. Operating in a highly
complex and publicly accountable sector such as
municipal waste management, effective Board
oversight and strategic guidance are critical to
organisational success. Accordingly, the annual Board
evaluation extends beyond regulatory compliance,
reinforcing AWHCL’s commitment to institutional
accountability and governance excellence.

The NRC has formulated a policy for evaluation of
the Board, its Committees and Directors, including
criteria for Independent Directors, and the same
has been approved and adopted by the Board. To
further strengthen the robustness of the evaluation
mechanism, the Company had previously engaged an
external expert to enhance its evaluation framework.
The refined framework continues to be applied in
subsequent years, ensuring that the Company’s
governance practices remain aligned with evolving
market standards and leading practices.

Based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India,
the Board Evaluation was carried out on following
parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk
management, processes, and protocols

• Value creation for stakeholders and commitment
to responsibilities

• Supervision of financial reporting, internal
controls, and auditing functions

• Ethical standards, compliance culture, and
oversight activities.

In compliance with the Act and SEBI Listing
Regulations, the Board evaluation for the year
2025-26 was conducted in a rigorous and
structured manner. The process was anchored by
a comprehensive evaluation framework covering
Board composition and dynamics, governance
and oversight effectiveness, strategic direction

and performance, Board culture, and individual
Director contribution. A structured questionnaire
was circulated to all Directors and feedback was
sought on the same. Further, the Chairman of the
NRC held one-on-one meetings with Executive,
Non-Executive and Independent Directors —
ensuring candid, substantive inputs on Board and
Committee effectiveness.

During a separate meeting of the Independent
Directors on April 29, 2026, a comprehensive
evaluation was conducted on the performance of the
Non-Independent Directors, the Board as a whole,
and the Chairman, incorporating feedback from
the Executive Directors and other Non-Executive
Directors. The NRC also assessed the performance
of individual Directors and the Board collectively. In
the subsequent Board meeting, which followed the
Independent Directors’ meeting and the NRC meeting,
the performance of the Board, its committees, and
individual Directors, including the Chairman, was
thoroughly discussed.

The Board evaluation for 2025-26 affirmed that the
Board is well-composed, strategically aligned, and
firmly committed to its fiduciary responsibilities,
while also identifying areas for continued focus inline
with AWHCL’s pursuit of long-term, sustainable value
creation for all stakeholders.

12. BOARD COMMITTEES

The Committees of the Board hold regular meetings
to deliberate on relevant business matters, policies,
and strategies. To promote effective participation,
the schedule for upcoming Committee meetings is
shared with members well in advance, enabling them
to prepare and contribute meaningfully. Additionally,
where business exigencies or urgent matters so
require, proposals may be approved by circulation
among the members of the respective Committees in
accordance with the applicable provisions of the Act
and other applicable laws.

The Company’s Board of Directors has established
both mandatory and non-mandatory Committees
in accordance with the requirements of the SEBI
Listing Regulations and the Act. As of March 31,
2026, the following Board Committees are in place
within the Company:

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholders’ Relationship Committee

During the year under review, all recommendations
of the Committees were approved by the Board. For
details pertaining to the composition, meetings, terms
of reference etc., please to the Report on Corporate
Governance annexed to Board report and forms part
of this Integrated Annual Report, on page 193.

13. VIGIL MECHANISM

In terms of the provisions of the Act and the
SEBI Listing Regulations, the Vigil Mechanism is
implemented through the Company’s Whistle Blower
Policy to enable the Directors, employees, and all
stakeholders of the Company to report genuine
concerns or grievances about any unethical or
unacceptable business practice and to provide for
adequate safeguards against victimization of persons
who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.

During the year under review, no complaints were
received under the Company’s Whistle Blower Policy,
and no personnel were denied access to the Chairman
of the Audit Committee.

The Whistle Blower Policy is available on the
Company’s website at https://www.antonv-waste.
com/docs/investors/corporate-governance/policies/
Vigil Mechanism Policy.pdf.

14. ANTI-BRIBERY AND ANTI-CORRUPTION
POLICY

The Company is committed to conducting its business
with the highest standards of integrity, transparency
and ethical behavior. To reinforce this commitment,
the Company has adopted an Anti-Bribery and
Anti-Corruption Policy as part of its governance
framework and Code of Business Conduct. The
Policy establishes a zero-tolerance approach towards
bribery and corruption and provides guidance to
Directors, employees and other stakeholders on
maintaining ethical standards in all business dealings
and relationships. The Policy is aimed at ensuring
compliance with applicable laws and promoting a
culture of integrity, accountability and responsible
business conduct across the organization.

To reinforce awareness and ensure widespread
understanding of this commitment, the Human
Resources department has proactively implemented
educational initiatives focused on the Anti-Bribery
and Anti-Corruption Policy. These initiatives include
comprehensive training sessions and the distribution
of questionnaires designed to assess and strengthen
employees’ grasp of the policy’s key principles and
requirements. Through such ongoing measures, the
Company strives to cultivate a culture where ethical

business practices are ingrained in daily operations
and compliance is second nature to all team members.

During the year under review, there were no
complaints received regarding bribery or corruption,
further affirming the strong ethical standards
upheld by employees.

The Anti-Corruption and Anti Bribery Policy is
available on the Company’s website at https://
www.antonv-waste.com/docs/investors/corporate-
governance/policies/Anti corruption and anti¬
bribery Policv.pdf

15. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Act:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures.

b) The Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the company at the
end of the financial year and of the profit of the
Company for that period.

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

d) the Directors had prepared the annual accounts
on a going concern basis.

e) the Directors have laid down internal financial
controls to be followed by the Company and
that such internal financial controls are adequate
and operate effectively.

f) the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The report on the particulars of conservation
of Energy, Technology absorption and foreign
exchange earnings and outgo is mentioned in
Annexure V and forms part of this Integrated Annual
Report, on page 190.

17. PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as
Annexure VI and forms part of this Integrated Annual
Report, on page 191.

Details of employee remuneration as required
under provisions of Section 197 of the Act read with
Rule 5(2) and 5(3), are available to members for
inspection at the Registered Office of the Company
on every working day of the Company between
10 am to 12 noon up to the date of the ensuing
AGM. If any member is interested in obtaining a
copy thereof, such member may write an e-mail to
[email protected].

18. CORPORATE GOVERNANCE

During the year under review, the Company complied
with the applicable provisions relating to Corporate
Governance as provided under the SEBI Listing
Regulations. The compliance report together with
a certificate from Secretarial Auditor confirming
compliance is provided in the Report on Corporate
Governance annexed herewith as Annexure
VII, and forms part of this Integrated Annual
Report, on page 193.

19. DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(‘POSH Act’) and the Rules made there under.

The Company has constituted an Internal Complaints
Committee ("ICC”), at all relevant locations across
India to consider and resolve the complaints related
to sexual harassment, in compliance with the
requirements of the POSH Act. The ICC comprises
representatives with the requisite experience
and includes an external member having relevant
expertise. The ICC, presided by senior women,
conduct the investigations and make decisions at
the respective locations. The Company continues to
undertake awareness and sensitization programmes
to promote a culture of dignity, respect and equal
opportunity at the workplace.

During the year under review, the Company has
complied with the applicable provisions relating
to the constitution and functioning of the ICC

under the POSH Act and has not received any
complaint under POSH Act

Further, the details as required under Rule 8(5)
(x) of the Companies (Accounts) Rules, 2014 are
provided below:

The Policy on Prevention of sexual harassment at
workplace is available on the website of the Company
at https://www.antony-waste.com/docs/investors/
corporate-governance/policies/Anti Sexual
Harassment Policy.pdf.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act and rules made thereunder, the
draft of annual return of the Company for the year
2025-26 is available on the website of the Company
at https://www.antony-waste.com/investors/annual-
reports/. The Annual Return will be submitted to
the Registrar of Companies within the timelines
prescribed under the Act.

21. RISK MANAGEMENT POLICY

Operating in India’s waste management sector
— an industry shaped by evolving municipal
contracts, regulatory change, feedstock variability,
and the operational complexities of large-scale
urban infrastructure — the Company recognises
that proactive risk management is fundamental to
sustained performance and stakeholder confidence.
The Board of Directors has accordingly established
a comprehensive Risk Management Policy and
framework that defines a structured approach to
identifying, analysing, assessing, and mitigating risks
across all business divisions and corporate functions,
ensuring that risk considerations are embedded into
both strategic and day-to-day decision-making.

The Company follows a well-defined risk management
process — spanning risk identification, impact
assessment, mitigation strategy formulation, and
implementation — applied systematically across its
operations. Key business risks, including those arising
from contract renewals, tipping fee dependencies,
regulatory shifts, labour dynamics, and technology
transitions, are reviewed as part of the annual business
planning cycle and periodic management reviews.
While it is recognised that risks inherent to the
business cannot be entirely eliminated, the Company
is committed to minimising their impact through
robust internal controls, operational discipline, and

continuous monitoring — ensuring that resources are
deployed efficiently and organisational objectives are
pursued with resilience and accountability.

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

For further details, please to the Risk Management
section of this Integrated Annual Report, on page 33.

22. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

AWHCL, as an organisation dedicated to addressing
one of India’s most pressing urban challenges, views
sustainability not as a reporting obligation but as
the very foundation of its business. Its operations
are central to advancing India’s circular economy
ambitions—collecting, processing, and recovering
value from urban waste streams, while continuously
working to reduce the adverse environmental
impact on the cities it serves. Transparency across
environmental, social, and governance dimensions is
therefore not merely a regulatory expectation, but a
natural reflection of AWHCL’s core values and purpose.

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, the Company has prepared its
BRSR for the year 2025-26, on consolidated basis.
The BRSR provides a structured and comprehensive
account of the Company’s performance across
all nine principles of the National Guidelines on
Responsible Business Conduct (‘NGRBC’) — spanning
environmental stewardship, employee well-being,
stakeholder engagement, ethical governance, and
community impact.

As India’s only listed pure-play municipal solid waste
management company to publish a comprehensive
BRSR, AWHCL takes particular pride in the
seriousness and rigour with which it approaches this
disclosure. At a time when sustainability reporting
is gaining increasing prominence among investors,
regulators, and civil society, AWHCL’s commitment
to transparent and accountable reporting sets a
benchmark for the waste management sector —
demonstrating that companies at the frontline
of environmental service delivery must also lead
by example in how they account for their own
footprint and impact.

The BRSR is also available on the website of the
Company at https://www.antonv-waste.com/
investors/annual-reports/.

23. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies
(Corporate Social Responsibility) Rules, 2014, the
Board of Directors of the Company constituted the
Corporate Social Responsibility (CSR) Committee.

The committee has the overall responsibility of
identifying the areas of CSR activities, recommending
the amount of expenditure to be incurred on the
identified activities, implementing, and monitoring
the CSR Policy from time to time and reporting
progress on various initiatives. Further the Group
Chief Financial Officer (CFO) of the Company has
certified to the Board that the CSR funds disbursed
for the projects have been utilized for the purposes
and in the manner recommended by the CSR
Committee and approved by the Board.

A statutory report on CSR activities and the contents
of Corporate Social Responsibility policy annexed as
Annexure VIII forms part of this Integrated Annual
Report, on page 215.

24. INTEGRATED ANNUAL REPORTING

The Company has voluntarily undertaken the
preparation and presentation of an Integrated
Annual Report, intended to provide Members with
a comprehensive perspective that goes beyond
traditional financial disclosures. This report combines
both financial and non-financial information, thereby
enabling stakeholders to make well-informed
decisions while gaining a holistic understanding of
the Company’s long-term value creation strategy.

This report covers aspects such as strategic direction,
governance framework, Operational performance,
Future Outlook and prospects for value creation across
five key capitals: financial, manufactured, intellectual,
human, social and relationship, and natural.

Continuing its integrated reporting journey this fiscal
year, the Company reaffirms its commitment to
transparency and responsible corporate citizenship.
Guided by the framework provided by International
Integrated Reporting Council (now under the IFRS
Foundation), the 3^rd Integrated Annual Report
highlights the Company’s actions toward long-term
sustainability and stakeholder value creation, with
the Board taking responsibility for the accuracy and
integrity of all information presented.

25. HEALTH, SAFETY AND ENVIRONMENT

The Company is committed to providing a safe,
healthy and productive work environment for its
employees, contractors and other stakeholders. Its
Health, Safety and Environment ("HSE”) framework
focuses on fostering a strong safety culture through
continuous training, implementation of established
safety practices and regular monitoring of compliance
across its operations. Employees and contract
workforce personnel are provided with periodic
training and awareness programmes on health,
safety and environmental practices, including first
aid, firefighting and emergency response procedures.
To enhance preparedness and response capabilities,
mock drills and emergency preparedness exercises

are conducted regularly across operational locations,
helping to strengthen awareness, improve response
readiness and ensure effective management of
emergency situations. The Company continues to
focus on maintaining high standards of occupational
health, workplace safety and environmental
stewardship across its operations.

Further details on the Company’s health, safety and
environmental initiatives are provided in the Human
Capital section forming part of this Integrated Annual
Report, on page 92.

26. DIRECTORS & OFFICERS LIABILITY
INSURANCE

The Company has in place the Directors & Officers
Liability Insurance (D&O) for all its Directors
(including Independent Directors) and Officers of the
Company in line with Regulation 25(10) of the SEBI
Listing Regulations.

27. RESIDUARY DISCLOSURES

During the year under review:

i. the Company has not issued equity shares
with differential rights as to dividend, voting or
otherwise. Hence, disclosure under Rule 4(4) of
the Companies (Share Capital and Debentures)
Rules, 2014 is not applicable;

ii. the Company has not issued sweat equity shares
to its employees. Hence, disclosure under Rule
8(13) of the Companies (Share Capital and
Debentures) Rules, 2014 is not applicable;

iii. no significant material orders have been passed
by any regulators or courts or tribunals which
may impact the going concern status of the
Company and its future operations. Hence,
disclosure under Rule 8(5)(vii) of the Companies
(Accounts) Rules, 2014 is not applicable;

iv. the provisions of Section 125(2) of the Act, do
not apply as there was no unclaimed dividend in
the previous years;

v. the Company has not transferred any amount
to the reserves of the Company. Hence,
disclosure under Section 134(3)(j) of the Act is
not applicable;

vi. the Company has not accepted any public
deposits under Section 73 of the Act. Hence,
disclosure under Rule 8(5)(v) and 8(5)(vi)
of the Companies (Accounts) Rules, 2014 is
not applicable;

vii. the Company was not required to maintain the
cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1)

of the Act were not applicable for the business
activities carried out by the Company;

viii. the Company has complied with the applicable
Secretarial Standards (SS1 and SS2) as issued by
the Institute of Company Secretaries of India in
terms of Section 118(10) of the Act;

ix. no material changes and commitments affecting
the financial position of the Company occurred
between the end of the financial year to which
these financial statements relate on the date
of this report. Hence, disclosure under Section
134(3)0) of the Act is not applicable;

x. there was no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016;

xi. there were no instances of onetime settlement
with any Banks or Financial Institutions;

xii. there were no agreements that subsisting as on
the date of this report which are required to be
disclosed under clause 5A to para A of part A of
schedule III of SEBI Listing Regulations;

xiii. the Company was in compliance with the
applicable provisions relating to the Maternity
Benefit Act 1961, as amemded from time to time.

xiv. the Company has not undertaken any buy¬
back of securities.

28. INDUSTRIAL RELATIONS

The Company maintained exemplary relations with
its employees throughout the year under review. The
Board extends its profound gratitude to the employees
across all cadres for their unwavering dedication
and invaluable service. Their commitment is the
cornerstone of our success in the waste management
sector in India. We anticipate their continued support
and an elevated level of productivity to achieve our
ambitious targets for the future. The contribution
of our staff is indispensable in driving our mission
forward and addressing the critical environmental
challenges of our nation.

29. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
gratitude to the Central and State Government
departments and municipal bodies for their support
and cooperation during the year — a relationship
the Company continues to value as it delivers on its
operational mandate across India’s cities.

The Board warmly acknowledges the trust and
partnership of its broader stakeholder community —
customers, shareholders, vendors, banking partners,
and business associates — whose confidence and
collaboration have been integral to the Company’s
performance and growth over the past years.

Above all, the Board reserves its deepest appreciation
for the people of Antony Waste — the frontline
workers, site operators, engineers, and corporate
teams whose commitment, often in demanding and
difficult conditions, makes the Company’s mission
a daily reality. Their dedication is not merely an
organisational strength; it is the foundation upon
which every milestone the Company has achieved
has been built.

As Antony Waste looks ahead to an increasingly
dynamic and opportunity-rich landscape in India’s
waste management sector, the Board remains deeply
grateful for the trust of all its stakeholders and looks
forward to their continued partnership in building a
cleaner, more sustainable future.

30. CAUTIONARY STATEMENT

All the Statements in the Board’s Report and the
Management Discussion and Analysis describing
the Company’s objectives, projections, estimates,
expectations, or predictions may be ‘forward looking
statements’ within the meaning of applicable
securities laws and regulations.

Actual results of operations may differ materially from
those suggested by the forward-looking statements due
to risks or uncertainties associated without expectations
with respect to, but not limited to, regulatory changes
pertaining to the logistics sector and our ability to
respond to them, our ability to successfully implement
our strategies, our growth and expansion, technological
changes, our Company’s exposure to market risks,
general economic and political conditions in India which
have an impact on our Company’s business activities
or investments, the monetary and fiscal policies of
India, inflation, deflation, unanticipated turbulence in
interest rates, foreign exchange rates, equity prices or
other rates or prices, the performance of the financial
markets in India and globally, changes in domestic laws,
regulations and taxes and changes in competition in
the industry we operate in.

The Company is not obliged to publicly amend,
modify, or revise any forward-looking statement,
on the basis of any subsequent development,
information or events or otherwise.

For and on behalf of Board of
ANTONY WASTE HANDLING CELL LIMITED

JOSE JACOB KALLARAKAL

Date : July 28, 2026 CHAIRMAN AND MANAGING DIRECTOR

Place : Thane DIN: 00549994

The Board of Directors is pleased to present the 2^nd Integrated Annual Report of the Company along with the audited financial
statements (standalone and consolidated) for the year 2024-25.

1. STATE OF THE COMPANY’S AFFAIRS

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

2. FINANCIAL HIGHLIGHTS

3. DIVIDEND

The Company remains dedicated to advancing the Waste
Management sector in India, encouraged by supportive
government policies and rising demand from Urban Local
Bodies (ULBs). Our outlook for primary investments and
growth in the near and medium term is optimistic, backed
by strong economic fundamentals. To take advantage
of emerging opportunities, we intend to launch several
initiatives and ventures, including substantial investments
in capital expenditure, workforce, and infrastructure.
Given our current focus on expansion and development,
the Company has decided to retain and reinvest earnings
rather than declare dividends or allocate funds to
reserves. This strategy ensures we are well equipped to
win and successfully carry out future contracts, fostering
sustainable growth and creating long-term value for
our stakeholders.

Further, in terms of Regulation 43A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the Board of the Company has adopted
a Dividend Distribution Policy, which is available on the
website of the Company at https://www.antony-waste.

com/docs/investors/corporate-governance/policies/
Dividend Distribution Policy.pdf.

4. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the
year under review, is presented in a separate section,
which forms part of this Integrated Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE
COMPANIES/LLP

During the year under review, the Hon’ble National
Company Law Tribunal, Mumbai Bench, (“NCLT”) has
approved the Scheme of Merger by Absorption of Antony
Infrastructure and Waste Management Services Private
Limited (First Transferor Company) and KL EnviTech
Private Limited (Second Transferor Company) into AG
Enviro Infra Projects Private Limited (Transferee Company)
vide its order dated August 13, 2024. Consequently,
effective August 30, 2024, both the subsidiaries have
ceased to exist.

As on date of this report, the Company has Six subsidiaries
and one associate overseas Company. There has been no
change in the nature of business of any of the subsidiaries
during the year. The details of the performance of the
subsidiaries/associate company/LLP during the year
under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE
LIMITED

Antony Lara Enviro Solutions Private Limited has reported
total revenue of H 26,368 lakh for the current year as
compared to H 22,939 lakh in the previous year. The
total comprehensive income for the year under review
amounted to H 5,423 lakh as compared to an income of
H 5,475 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

AG Enviro Infra Projects Private Limited has reported
total revenue of H 52,812 lakh for the current year as
compared to H 48,007 lakh in the previous year. The
total comprehensive income for the year under review
amounted to H 1,383 lakh as compared to an income of
H 3,075 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE
LIMITED

Antony Lara Renewable Energy Private Limited has
reported total revenue of H 8,230 lakh for the current year
as compared to H 7,538 lakh in the previous year. The
total comprehensive income for the year under review
amounted to H 369 lakh as compared to a loss of H 654
lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited has reported total
revenue of H 5,583 lakh for the current year as compared to
H 5,175 lakh in the previous year. The total comprehensive
income for the year under review amounted to H 708 lakh as
compared to an income of H 301 lakh in the previous year.

ANTONY RECYCLING PRIVATE LIMITED

Antony Recycling Private Limited has reported total
revenue of H 22 lakh for the current year as compared to
Nil in the previous year. The total comprehensive loss for
the year under review amounted to H124 lakh as compared
to a loss of H 22 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP has reported total revenue
of H 47 lakh for the current year as compared to H 973 lakh
in the previous year. The total comprehensive loss for the
year under review amounted to H 14 lakh as compared to
a loss of H 199 lakh in the previous year.

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on the
amount invested in Mazaya and has made provision for
diminution in value of the entire investment. With a view to
write-off its investment in the shares of Mazaya, we have
submitted an application to Reserve Bank of India seeking
permission to write-off the entire amount of investment.

The above reports are annexed herewith and forms
part of this Integrated Report.

Further, the notes on financial statements referred
to in the Auditors’ Report are self-explanatory and
do not call for any further comments from the Board
under Section 134(3)(f) of the Act.

(II) SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules
2014, SGGS & Associates (ICSI Unique Code:
P2021MH086900), Practicing Company Secretaries,
Mumbai, were appointed to undertake the Secretarial
Audit of the Company for the year 2024-25.

The said Report, does not contain any qualification,
reservation, adverse remark or disclaimer except
as stated below:

Delay in receipt of share certificates or any other
document as an evidence of investment, from
Mazaya Waste Management LLC, a company
incorporated outside India, and delay in filing the
Annual Performance Report (APR) in respect of
the aforementioned company beyond the timelines
stipulated vide FED Master Direction No. 15/2024-25
under the Foreign Exchange Management Act, 1999.

Management response:

The Company is in the process of regularizing these
defaults by filing necessary applications with the
appropriate authority for condonation of such delays
and the possible penalties etc., if any, which may
be levied for these contraventions are likely to be
condoned by the regulatory authorities.

No frauds have been reported by the Secretarial
Auditor during the year 2024-25 pursuant to the
provisions of Section 143(12) of the Act.

The Secretarial Audit Report for the year 2024-25
is annexed as Annexure II and forms part of this
Integrated Report.

Further, the Board of Directors at its meeting held
on August 8, 2025, have approved the appointment
of SGGS & Associates (ICSI Unique Code:
P2021MH086900), Practicing Company Secretaries
as Secretarial Auditor of the Company for a term of
five consecutive years i.e. from financial year 2025¬
26 to financial year 2029-30 subject to approval of
the Members at the ensuing AGM.

The above appointment forms part of the notice of
the ensuing AGM and the resolution is recommended
for members’ approval.

(III) SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY COMPANIES

SGGS & Associates (ICSI Unique Code:
P2021MH086900), Practicing Company Secretaries

Mumbai, were appointed to undertake the Secretarial
Audit of Antony Lara Enviro Solutions Private Limited,
AG Enviro Infra Projects Private Limited and Antony
Lara Renewable Energy Private Limited, material
unlisted subsidiary companies of the Company in
terms of Section 204 of the Act read with Regulation
24A of the SEBI Listing Regulations.

The Secretarial Audit Report(s) as issued by them
does not contain any qualification, reservation or
adverse remark or disclaimer. The said reports are also
annexed herewith as Annexure III(A) to Annexure
III(C) and forms part of this Integrated Report.

(IV) ANNUAL SECRETARIAL COMPLIANCE
REPORT

The Company has undertaken an audit for the
year 2024-25 for all applicable compliances as per
Securities and Exchange Board of India Regulations
and Circulars/ Guidelines issued thereunder. The
Annual Secretarial Compliance Report issued by
SGGS & Associates (ICSI Unique Code:
P2021MH086900), Practicing Company
Secretaries Mumbai, has been submitted to the
Stock Exchanges and is annexed herewith as
Annexure IV to this Integrated Report and does
not contain any qualification, reservation or adverse
remark or disclaimer.

8. SHARE CAPITAL

The Authorised and Paid-up Share capital of the Company
as on March 31, 2025 stand at H 1,82,99,26,960 and
H 14,19,10,500 respectively.

The Company has not issued any shares or convertible
securities and does not have any scheme, except AWHCL
EMPLOYEE STOCK OPTION PLAN 2022, for the issue
of shares, including sweat equity to its employees or
Directors. As on March 31, 2025, none of the Directors
of the Company hold convertible instruments of the
Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at their 21^st Annual General
Meeting held on September 27, 2022 had approved
‘AWHCL EMPLOYEE STOCK OPTION PLAN 2022’ for
grant of, from time to time, in one or more tranches, not
exceeding 3,00,000 (Three Lakh) employee stock options
to the identified employees of the Company and its
subsidiary and associated companies. Further, a certificate
from Secretarial Auditor i.e. SGGS & Associates (ICSI
Unique Code: P2021MH086900), Practicing Company
Secretaries, Mumbai, had been received confirming that
‘AWHCL EMPLOYEE STOCK OPTION PLAN 2022’, has
been implemented in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (“SEBI SBEB
Regulations”). During the year under review, there were no
material changes made to the scheme.

During the year under review, a total of 7,140 options were
exercised by the grantees.

A copy of the aforesaid certificate and Statutory
disclosures as mandated pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014
and Regulation 14 of the SEBI SBEB Regulations, are
available on the website of the Company at https://www.
antonv-waste.com/investors/annual-reports/.

9. CREDIT RATING

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

This underscores the Company’s strong financial
stewardship and highlights the confidence it has earned
for reliably fulfilling its financial commitments.

10. PARTICULARS OF INVESTMENTS, LOANS
AND GUARANTEES

Pursuant to Section 186 of the Act read with Schedule
VI, the projects/activities of the Company are categorized
as “Infrastructure facility”, therefore the provisions of
said section are exempted, except for Section 186(1).
Further, the details of any investment or advanced
loans or a guarantee are stated in the notes to the
financial statements.

11. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The internal control system stands as a cornerstone of our
governance framework, propelling us toward achieving
the Company’s objectives while protecting our valuable
assets and guaranteeing the highest level of precision
and dependability in our reporting. Through the adoption
of strong policies, clear processes, effective procedures,
and industry best practices, we strive to actively reduce
risks and offer solid assurance that our daily operations
are executed with the greatest efficiency and efficacy. Our
approach encompasses extensive monitoring methods
to protect all assets against unauthorized access or
disposition. The Company’s Internal Financial Controls,
in relation to the financial statements, are sufficiently
designed and operational.

Your Company had appointed an external professional
agency Suresh Surana & Associates LLP, Chartered
Accountant, to conduct the internal audit for
the year 2024-25.

During the year under review, no material or serious
observation has been received from the Internal
Auditor of the Company for inefficiency or inadequacy
of such controls.

12. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed
and approved by the Audit Committee. Prior omnibus
approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course
of business and on an arm’s length basis and do not
attract the provisions of Section 188(1) of the Act. Hence,
disclosure in Form AOC-2 as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable.

The details of all related party transactions, as approved,
are placed on a quarterly basis before the Audit Committee
for its review.

Further, there are no material related party transactions
during the year under review with the Promoters,
Directors, or Key Managerial Personnel. All related party
transactions entered are mentioned in the notes to the
financial statements.

The Policy on the Related Party Transactions is available
on the website of the Company at https://www.antony-
waste.com/docs/investors/corporate-governance/
policies/Policy on RPT.pdf.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change
in the Board Structure. Further, as on March 31, 2025, the
Company had following Members on the Board:

KEY MANAGERIAL PERSONNEL (‘KMP’)

There is no change in the KMP of the Company during
the reporting period. Further, as of March 31, 2025, the
KMPs of the Company, as designated under provisions of
Section 203 of the Act, are listed below:

During the year, Seven (7) Board Meetings were convened
and held, the details of which are given in the Report
on Corporate Governance, which forms part of this
Integrated Report.

Further, in accordance with the provisions of Section 152
of the Act and the Company’s Articles of Association,
Mr. Jose Jacob Kallarakal (DIN:00549994), Director of
the Company retires by rotation at the ensuing Annual
General Meeting and, being eligible offers himself for
reappointment. The Board recommends his reappointment
for the consideration of the Members of the Company at
the ensuing Annual General Meeting.

The above re-appointment forms part of the notice of
the ensuing AGM and the resolution is recommended for
members’ approval.

DECLARATION OF INDEPENDENCE

The Board of Directors, basis the declarations submitted
by the Independent Directors (IDs), has affirmed that each
ID meets the independence criteria as specified under
Section 149 of the Act and the SEBI Listing Regulations,
confirming their independence from management.
Additionally, in accordance with Section 150 of the Act and
Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, all IDs have registered themselves
in the Independent Directors’ databank maintained by the
Indian Institute of Corporate Affairs (IICA). Furthermore,
as per Rule 6(4) of the aforesaid rules, each Independent
Director has either passed or is exempt from the online
proficiency self-assessment test conducted by the IICA.

FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

To ensure that all Directors are well-equipped to fulfill their
roles and responsibilities, the Company has established
a comprehensive familiarisation programme. This
programme is carefully structured to comply with statutory
requirements under the Act and other relevant regulations.
Each Director receives a customised induction experience
designed around their individual backgrounds, interests,
and areas of expertise.

As part of this initiative, the Directors are encouraged
to visit the Company’s facilities, providing them with an
opportunity to observe operations first-hand and engage
directly with members of Senior Management. These
plant visits help to foster a deeper appreciation of the
Company’s processes, culture, and strategic priorities.

In addition, the induction programme includes a series of
detailed presentations delivered by Senior Management.
These presentations cover a wide range of topics,
including the Company’s corporate strategy, operational
framework, product portfolio, market presence, group
structure and subsidiaries, composition of the Board,
governance guidelines, matters reserved specifically for
Board decision, and the approach to risk identification
and mitigation.

Through this multi-faceted orientation, Directors gain
valuable insights into the Company’s core values,
business drivers, and leadership approach. This
comprehensive understanding enables them to contribute
more meaningfully during Board deliberations and to
exercise effective oversight of management performance,
ultimately supporting the Company’s long-term success.

Further, the details of the familiarisation programme
provided to the Directors is available on the website of
the Company at https://www.antony-waste.com/docs/
investors/corporate-governance/policies/Familarisation
Programme of IDs.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management
of the Company.

The Policy broadly lays down the guiding principles,
philosophy, and the basis for payment of remuneration
to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel,
Senior Management and other employees. The policy
also provides the criteria for determining qualifications,
positive attributes and Independence of Director and
criteria for appointments of Key Managerial Personnel /
Senior Management and performance evaluation which
are considered by the NRC and the Board of Directors
while making selection of the candidates.

The above policy is available on the website of the
Company at https://www.antony-waste.com/docs/
investors/corporate-governance/policies/Nomination
and Remuneration Policy.pdf.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning,
of the Committees and of individual Directors, pursuant to
the provisions of the Act and the SEBI Listing Regulations.
Based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India on January
5, 2017, the Board Evaluation was carried out on following
parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk
management, processes, and protocols

• Value creation for stakeholders and commitment to
responsibilities

• Supervision of financial reporting, internal controls,
and auditing functions

• Ethical standards, compliance, and oversight activities

The Board evaluation process for the year 2024-25 was
conducted in a systematic and comprehensive manner.
A structured questionnaire covering various aspects

of the Board’s functioning, such as board composition
and dynamics, board oversight and governance, board
strategy and performance, board development and culture,
etc., was circulated to all the Directors and feedback was
sought on the same. Further, the Chairman of the NRC
had one-on-one meetings with the Independent Directors
(IDs), the Executive and Non-Executive Directors. These
meetings were intended to obtain Directors’ inputs on the
effectiveness of the Board/Committee processes.

During a separate meeting of the Independent Directors
on March 21, 2025, a comprehensive evaluation was
conducted on the performance of the Non-Independent
Directors, the Board as a whole, and the Chairman,
incorporating feedback from the Executive Directors and
other Non-Executive Directors. The NRC also assessed
the performance of individual Directors and the Board
collectively. In the subsequent Board meeting, which
followed the Independent Directors’ meeting and the NRC
meeting, the performance of the Board, its committees,
and individual Directors, including the Chairman, was
thoroughly discussed. The Board evaluation for the
year 2024-25 was completed, with key findings and
recommendations noted for ongoing improvement.

14. BOARD COMMITTEES

The Committees of the Board hold regular meetings
to deliberate on relevant business matters, policies,
and strategies amongst other. To promote effective
participation, the schedule for upcoming Committee
meetings is shared with members well in advance,
enabling them to prepare and contribute meaningfully.
Additionally, when urgent decisions are required,
proposals are sometimes approved by circulation among
Committee members.

The Company’s Board of Directors has established
both mandatory and non-mandatory Committees in
accordance with the requirements of the SEBI Listing
Regulations and the Act.

The list of the Committees is as follows:

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholders’ Relationship Committee

During the year under review, all recommendations
of the Committees were approved by the Board. The
details including the composition, meetings, terms of
reference etc., please refer to the Report on Corporate
Governance annexed to Board report and forms part of
this Integrated Report.

15. VIGIL MECHANISM AND WHISTLEBLOWER
POLICY

In terms of the provisions of the Act and the SEBI
Listing Regulations, the Vigil Mechanism is implemented
through the Company’s Whistle Blower Policy to enable
the Directors, employees, and all stakeholders of the
Company to report genuine concerns or grievances about
any unethical or unacceptable business practice and to
provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website
of the Company at https://www.antony-waste.com/
docs/investors/corporate-governance/policies/Vigil
Mechanism Policy.pdf.

16. ANTI-BRIBERY AND ANTI-CORRUPTION
POLICY

In furtherance to the Company’s core values of honesty,
transparency, and ethical conduct, the Board has formally
established an Anti-Bribery and Anti-Corruption Policy as
a key component of the Company’s Code of Business
Conduct. This policy underscores the Company’s
unwavering stance of zero tolerance towards bribery and
corruption in any form and at any level. The Company is
fully committed to operating with integrity and fairness
in all its business transactions and relationships, both
internally and externally.

To reinforce awareness and ensure widespread
understanding of this commitment, the Human Resources
department has proactively implemented educational
initiatives focused on the Anti-Bribery and Anti-Corruption
Policy. These initiatives include comprehensive training
sessions and the distribution of questionnaires designed
to assess and strengthen employees’ grasp of the policy’s
key principles and requirements. Through such ongoing
measures, the Company strives to cultivate a culture where
ethical business practices are ingrained in daily operations
and compliance is second nature to all team members.

During the year under review, there were no complaints
received regarding bribery or corruption, further affirming
the strong ethical standards upheld by employees.

The Anti-Corruption and Anti Bribery Policy is available on
the website of the Company at https://www.antony-waste.
com/docs/investors/corporate-governance/policies/Anti
corruption and anti-bribery Policy.pdf

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134(5) of the Act:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures.

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period.

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d) The Directors had prepared the annual accounts on a
going concern basis.

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operate effectively.

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

18. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The report on the particulars of conservation of Energy,
Technology absorption and foreign exchange earnings
and outgo are mentioned in Annexure V and forms part of
this Integrated report.

19. PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is annexed herewith as Annexure VI and forms part of this
Integrated report.

Details of employee remuneration as required under
provisions of Section 197 of the Act read with Rule 5(2)
and 5(3), are available to members for inspection at the
Registered Office of the Company on every working day of
the Company between 10 am to 12 noon up to the date of
the ensuing AGM. If any member is interested in obtaining
a copy thereof, such member may write an e-mail to
[email protected].

20. CORPORATE GOVERNANCE

During the year under review, the Company complied with
the applicable provisions relating to corporate governance
as provided under the SEBI Listing Regulations. The

compliance report together with a certificate from the
Practicing Company Secretaries confirming compliance
is provided in the Report on Corporate Governance
annexed herewith as Annexure VII, and forms part of this
Integrated Report.

21. DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH’) and the
Rules made thereunder.

The Company has constituted Internal Complaints
Committee (‘ICC’) under POSH and has complied with the
provisions relating to the same. The ICC has been set up
comprising 5 (five) Members of whom 3 (Three) are female
employees, 1 (one) is male employee and 1 (one) external
female Member who is a specialist in dealing with such
matters. The employees are sensitized from time to time
in respect of matters connected with prevention of sexual
harassment. Awareness programmes are conducted
across all sites to sensitize the employees to uphold the
dignity of their colleagues at workplace.

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

Further, the details as required under Rule 8(5)(x) of the
Companies (Accounts) Rules, 2014 is provided below:

The Policy on Prevention of Sexual Harassment
at Workplace is available on the website of the
Company at https://www.antony-waste.com/docs/
investors/corporate-governance/policies/Anti Sexual
Harassment Policy.pdf .

22. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual
return of the Company for the year 2024-25 is available on
the website of the Company at https://www.antony-waste.
com/investors/annual-reports/.

In terms of the Companies (Management and
Administration) Rules, 2014, the Annual Return shall
be filed with the Registrar of Companies, within
prescribed timelines.

23. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed
Risk Management Policy and guidelines to avoid events,
situations or circumstances which may lead to negative
consequences on the Company’s businesses and define
a structured approach to manage uncertainty and to
make use of these in their decision-making pertaining
to all business divisions and corporate functions. Key
business risks and their mitigation are considered in
the annual/strategic business plans and in periodic
management reviews.

The Company has established a well-defined process
of risk management, wherein the identification, analysis
and assessment of the various risks, measuring of the
probable impact of such risks, formulation of risk mitigation
strategy and implementation of the same takes place in a
structured manner.

Though the various risks associated with the business
cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also
put in place by the Company on various activities across
the Board to ensure that business operations are directed
towards attaining the stated organizational objectives with
optimum utilization of the resources.

For further details, please refer to the Risk Management
section of this Integrated Report.

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

24. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

(“ESG”) POLICY AND BUSINESS

RESPONSIBILITY AND SUSTAINABILITY
REPORT

To further strengthen its ESG commitments, Company
has voluntarily adopted the Business Responsibility and
Sustainability Report (BRSR) framework, in accordance
with Regulation 34(2)(f) of the SEBI Listing Regulations. This
step enhances transparency and ensures the company
remains aligned with evolving regulatory standards and
stakeholder expectations.

The BRSR, available on the website of the Company
at https://www.antony-waste.com/investors/annual
-reports, is proudly released as part of this Integrated
Report and provides a comprehensive overview of
Company’s environmental, social, and governance
initiatives.

In the year 2024-25, Company undertook an extensive
materiality (impact materiality) assessment, engaging
stakeholders to identify, evaluate, and prioritize ESG
issues most pertinent to its business and stakeholders.
This assessment, guided by leading frameworks such as
the Global Reporting Initiative (GRI) Universal Standards
and the MSCI ESG Ratings methodology, has been
instrumental in shaping the company’s sustainability

agenda. The findings have informed the development of an
ESG Roadmap featuring measurable goals and milestones
for the coming years.

The implementation of these initiatives is designed to
foster sustainable business growth while future-proofing
the Company against emerging challenges.

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

25. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies
(Corporate Social Responsibility) Rules, 2014, the Board
of Directors of the Company constituted the Corporate
Social Responsibility (CSR) Committee. The Committee
has the overall responsibility of identifying the areas of
CSR activities, recommending the amount of expenditure
to be incurred on the identified activities, implementing,
and monitoring the CSR Policy from time to time and
reporting progress on various initiatives.

Further, a statutory report on CSR activities and the
contents of Corporate Social Responsibility policy annexed
as Annexure VIII, forms part of this Integrated Report.

26. INTEGRATED REPORTING

The Company has voluntarily prepared an Integrated
Report that encompasses both financial and non-financial
information, empowering Members to make well-informed
decisions and gain deeper insight into the Company’s
long-term vision. This report covers aspects such as
strategic direction, governance framework, performance,
and prospects for value creation across five key capitals:
financial, manufactured, intellectual, human, social
and relationship, and natural. Continuing its integrated
reporting journey this fiscal year, the Company reaffirms
its commitment to transparency and responsible corporate
citizenship. Guided by the International Integrated
Reporting Framework (now under the IFRS Foundation),
the 2^nd Integrated Report highlights the Company’s
actions toward long-term sustainability and stakeholder
value creation, with the Board taking responsibility for the
accuracy and integrity of all information presented.

27. HEALTH, SAFETY AND ENVIRONMENT

The Company’s policy on health, safety and environment
aims at healthy, safe, and productive work environment,
by providing continuous training and adopting the best
of safety practices and monitoring the stated practices.
Every employee, whether in a direct or indirect capacity,
undergoes comprehensive training in essential technical
skills such as first aid and firefighting. To ensure
preparedness for unforeseen circumstances, mock drills
featuring carefully conceived scenarios are regularly
executed across all operational sites. These drills serve as
a means to keep the workforce vigilant, poised, and adept
in effectively managing a spectrum of emergencies.

For further details, please refer to the Human Capital

section of this Integrated Report.

28. DIRECTORS & OFFICERS LIABILITY
INSURANCE

The Company has in place the Directors & Officers Liability

Insurance (D&O) for all its Directors (including Independent

Directors) and Officers of the Company in line with

Regulation 25(10) of the SEBI Listing Regulations.

29. ADDITIONAL RELEVANT DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
Hence, disclosure under Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 is
not applicable;

ii. the Company has not issued sweat equity shares to
its employees. Hence, disclosure under Rule 8(13)
of the Companies (Share Capital and Debentures)
Rules, 2014 is not applicable;

iii. no significant material orders have been passed
by any regulators or courts or tribunals which may
impact the going concern status of the Company and
its future operations. Hence, disclosure under Rule
8(5)(vii) of the Companies (Accounts) Rules, 2014 is
not applicable;

iv. the provisions of Section 125(2) of the Act, do not
apply as there was no unclaimed dividend in the
previous years;

v. the Company has not transferred any amount to the
reserves of the Company. Hence, disclosure under
Section 134(3)(j) of the Act is not applicable;

vi. the Company has not accepted any public deposits
under Section 73 of the Act. Hence, disclosure under
Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts)
Rules, 2014 is not applicable;

vii. there has been no change in the nature of business
of the Company. Hence, disclosure under Rule
8(5) (ii) of the Companies (Accounts) Rules, 2014 is
not applicable;

viii. the Company was not required to maintain the cost
records and requirement of cost audit, as prescribed
under the provisions of Section 1 48(1) of the Act,
were not applicable for the business activities carried
out by the Company;

ix. the Company has complied with the applicable
Secretarial Standards (SS1 and SS2) as issued by the
Institute of Company Secretaries of India in terms of
Section 118(10) of the Act;

x. except as stated in heading 6 of this report, material
changes or commitments have occurred between the

end of the financial year and the date of this Report,
which affect the financial statements of the Company
with respect to the reporting year;

xi. there was no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016;

xii. there were no instances of onetime settlement with
any Banks or Financial Institutions;

xiii. there were no agreements that subsist as on the date
of this report under clause 5A to para A of part A of
schedule III of SEBI Listing Regulations;

xiv. the Company was in compliance of the applicable
provisions relating to the Maternity Benefit Act 1961.

30. INDUSTRIAL RELATIONS

The Company maintained exemplary relations with its
employees throughout the year under review. The Board
extends its profound gratitude to the employees across
all cadres for their unwavering dedication and invaluable
service. Their commitment is the cornerstone of our
success in the waste management sector in India. We
anticipate their continued support and an elevated level of
productivity to achieve our ambitious targets for the future.
The contribution of our staff is indispensable in driving our
mission forward and addressing the critical environmental
challenges of our nation.

31. ACKNOWLEDGEMENT

The Board of Directors extends its heartfelt appreciation
to all the Central and State Government departments,
organizations, and agencies for their unwavering support
and cooperation throughout the year. Their assistance has
been instrumental in enabling the Company to achieve its
goals and fulfill its mission.

The Directors also wish to express their deep gratitude
to every stakeholder of the Company, including valued
customers, shareholders, dealers, vendors, banking
partners, and other business associates. The steadfast
support, trust, and collaboration received from these
stakeholders have played a pivotal role in the Company’s
progress and success over the past year.

A special note of recognition is reserved for the employees
of the Company, whose unwavering commitment, tireless
efforts, and exemplary dedication continue to be the
driving force behind the Company’s achievements. The
Board places on record its sincere appreciation for their
outstanding contributions, which form the backbone of the
Company’s ongoing growth and resilience.

The Directors look forward to continued cooperation and
support from all stakeholders as the Company advances
towards its vision, striving to meet new milestones
and address the evolving challenges in the waste
management sector.

32. CAUTIONARY STATEMENT

All the Statements in the Board’s Report and the
Management Discussion and Analysis describing
the Company’s objectives, projections, estimates,
expectations, or predictions may be ‘forward looking
statements’ within the meaning of applicable securities
laws and regulations.

Actual results of operations may differ materially from
those suggested by the forward-looking statements due to
risks or uncertainties associated without expectations with
respect to, but not limited to, regulatory changes pertaining
to the logistics sector and our ability to respond to them,
our ability to successfully implement our strategies,
our growth and expansion, technological changes, our

Company’s exposure to market risks, general economic
and political conditions in India which have an impact on
our Company’s business activities or investments, the
monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes and
changes in competition in the industry we operate in.

The Company is not obliged to publicly amend, modify,
or revise any forward-looking statement, on the basis
of any subsequent development, information or
events or otherwise.

For and on Behalf of Board of
ANTONY WASTE HANDLING CELL LIMITED

JOSE JACOB KALLARAKAL

Date : August 08, 2025 CHAIRMAN AND MANAGING DIRECTOR

Place : Thane DIN: 00549994

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

1. STATE OF AFFAIRS OF THE COMPANY

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

2. FINANCIAL HIGHLIGHTS

3. DIVIDEND

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

Further, in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the Company’s website at https://www.antony-waste.com/ docs/investors/corporate-governance/policies/Dividend Distribution Policy.pdf.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Integrated Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP

As on date of this report, the Company has eight subsidiaries and one associate overseas Company. The details of the performance of the subsidiary/associate companies/LLP during the year under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

Antony Lara Enviro Solutions Private Limited has reported total revenue of H 22,939 lakh for the current year as compared to H 19,270 lakh in the previous year. The total comprehensive income for the year under review amounted to H 5,475 lakh as compared to income of H 5,380 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

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

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

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

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

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

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

AL WASTE BIO REMEDIATION LLP

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

KL ENVITECH PRIVATE LIMITED

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

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT SERVICES PRIVATE LIMITED

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

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

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

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on the amount invested in Mazaya and has made provision for diminution in value of the entire investment. With a view to write-off its investment in the shares of Mazaya, we have submitted an application to Reserve Bank of India seeking permission to write-off the entire amount of investment.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”), including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors’ Report thereon forms part of this Integrated Report.

The provisions of Section 129(3) of the Act and rules made thereunder, a separate statement containing salient features of financial statements of its Subsidiary, Associate Companies in form AOC-1 is annexed as Annexure I and forms part of this Integrated Report.

The Financial Statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Statements are also available on the website of the Company at https://www.antony-waste. com/investors/subsidiaries/ under the ‘Investors’ section.

6. MERGER OF SUBSIDIARIES

During the year under review, we initiated the merger process by Absorption of Antony Infrastructure and Waste Management Services Private Limited (First Transferor Company) and KL EnviTech Private Limited (Second Transferor Company) into AG Enviro Infra Projects Private Limited (Transferee Company). After securing the necessary approvals from shareholders and creditors, we submitted the merger application to the Hon’ble National Company Law Tribunal (NCLT). The NCLT sanctioned the Scheme of Merger by Absorption on August 13, 2024, paving the way for the merger’s completion. This merger is anticipated to bring numerous benefits to our group and stakeholders.

7. AUDITORS

(I) STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), have been appointed as Statutory Auditors of the Company at the 21^st Annual General Meeting of Members of the Company held on September 27, 2022, for a second term of 5 years from the conclusion of 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting to be held in year 2027.

During the year, the statutory auditors have confirmed that they satisfy the Independence and Eligibility criteria required under the Act. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General meeting of the Company.

No frauds have been reported by the Statutory Auditors during the year 2023-24 pursuant to the provisions of Section 143(12) of the Act.

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

(ii) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, had been appointed to undertake the Secretarial Audit of the Company for the year 2023-24. The Secretarial Audit Report for the year 2023-24 is annexed as Annexure II and forms part of this Integrated Report.

The said Report, does not contain any qualification, reservation, adverse remark or disclaimer except as stated below:

(i) Delay in receipt of share certificates or any other document as an evidence of investment, and delay in filing the Annual Performance Report (APR) in respect of the aforementioned company beyond the timelines stipulated vide FED Master Direction No. 15/2015-16 under the Foreign Exchange Management Act, 1999.

Management response:

The Company is in the process of regularizing these defaults by filing necessary applications with the appropriate authority for condonation of such delays and the possible penalties etc., if any, which may be levied for these contraventions are likely to be condoned by the regulatory authorities.

(III) SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANIES

SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, had been appointed to undertake the Secretarial Audit of Antony Lara Enviro Solutions Private Limited, AG Enviro Infra Projects Private Limited and Antony Lara Renewable Energy Private Limited, material subsidiary companies of the Company in terms of Section 204 of the Act read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report(s) as issued by them are also annexed herewith as Annexure III(A) to Annexure III(C) and does not contain any qualification, reservation or adverse remark or disclaimer.

(IV) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, has been submitted to the Stock Exchanges

and is annexed herewith as Annexure IV to this Integrated Report.

8. SHARE CAPITAL

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

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

The Company has not issued any shares or convertible securities and does not have any scheme for the issue of shares, including sweat equity to its employees or Directors except as stated above. As on March 31, 2024, none of the Directors of the Company hold convertible instruments of the Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at its 21^st Annual General Meeting held on September 27, 2022 had approved ‘AWHCL EMPLOYEE STOCK OPTION PLAN 2022’ for grant of, from time to time, in one or more tranches, not exceeding 3,00,000 (Three Lakh) employee stock options to the identified employees of the Company and its subsidiary and associated companies. Further, a certificate from Secretarial Auditor i.e. SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, had been received confirming that ‘AWHCL EMPLOYEE STOCK OPTION PLAN 2022’, has been implemented in compliance with the SEBI SBEB Regulations. A copy of the certificate has been uploaded on the website of the Company at https://www.antony-waste.com/investors/annual-reports/.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, are available on the website of the Company at https://www.antony-waste.com/investors/ annual-reports/.

9. CREDIT RATING

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

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

10. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Pursuant to Section 186 of the Act read with Schedule VI, the projects/activities of the Company are categorized as “Infrastructure facility”, therefore the provisions of said section are exempted, except for Section 186(1). Further, the details of any investment or advanced loans or a guarantee are stated in the notes to the Financial Statements.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control system stands as a cornerstone of our governance framework, propelling us toward achieving the Company’s objectives while protecting our valuable assets and guaranteeing the highest level of precision and dependability in our reporting. Through the adoption of strong policies, clear processes, effective procedures, and industry best practices, we strive to actively reduce risks and offer solid assurance that our daily operations are executed with the greatest efficiency and efficacy. Our approach encompasses extensive monitoring methods to protect all assets against unauthorized access or disposition. The Company’s Internal Financial Controls, in relation to the financial statements, are sufficiently designed and operational.

Your Company had appointed an external professional agency Suresh Surana & Associates LLP, Chartered Accountant, to conduct the internal audit for the year 2023-24.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188(1) of the Act. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Further, there are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. All related party transactions entered are mentioned in the notes to the financial statements.

The Policy on the Related Party Transactions is available on the Company’s website at https://www.antony-waste.

com/docs/investors/corporate-governance/policies/ Policy on RPT.pdf.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Board Structure. Further, as on March 31, 2024, the Company had following Members on the Board:

KEY MANAGERIAL PERSONNEL (‘KMP’)

There is no change in the KMP of the Company during the reporting period and the KMP of the Company as designated under provisions of Section 203 of the Act, are as under:

During the year, nine (9) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Integrated Report.

Further, in accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Shiju Antony Kallarakal (DIN:02470660), Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for reappointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The above re-appointments form a part of the notice of the ensuing AGM and the resolutions are recommended for members’ approval.

DECLARATION OF INDEPENDENCE

Based on the declarations received from the Independent Directors (ID), the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149 of the Act and SEBI Listing Regulations that they are independent of the Management. Further, the IDs have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors’ Databank

maintained with the Indian Institute of Corporate Affairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all Independent Directors are either exempted from / passed the online proficiency self-assessment test conducted by the IICA.

FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

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

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the NRC and the Board of Directors while making selection of the candidates.

The above policy has been uploaded on the website of the Company at https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Nomination and Remuneration Policy.pdf.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations.

Based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Board Evaluation was carried out on following parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk management, processes, and protocols

• Value creation for stakeholders and commitment to responsibilities

• Supervision of financial reporting, internal controls, and auditing functions

• Ethical standards, compliance, and oversight activities

The Board evaluation process for the financial year 202324 was conducted in a systematic and comprehensive manner. A structured questionnaire covering various aspects of the Board’s functioning, such as board composition and dynamics, board oversight and governance, board strategy and performance, board development and culture, etc., was circulated to all the Directors and feedback was sought on the same. Further, the Chairman of the NRC had one-on-one meetings with the Independent Directors (IDs), the Executive and NonExecutive Directors. These meetings were intended to obtain Directors’ inputs on the effectiveness of the Board/ Committee processes.

During a separate meeting of the Independent Directors on May 2, 2024, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, incorporating feedback from the Executive Directors and other Non-Executive Directors. The NRC also assessed the performance of individual Directors and the Board collectively. In the subsequent Board meeting, which followed the Independent Directors’ meeting and the NRC meeting, the performance of the Board, its committees, and individual Directors, including the Chairman, was thoroughly discussed. The Board evaluation for the year 2023-24 was completed, with key findings and recommendations noted for ongoing improvement.

14. BOARD COMMITTEES

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

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

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholder Relationship Committee

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

15. VIGIL MECHANISM

In terms of the provisions of the Act and the SEBI Listing Regulations, the Vigil Mechanism is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees, and all stakeholders of the Company to report genuine concerns or grievances about any unethical or unacceptable business practice and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the Company’s website at https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Vigil Mechanism Policy.pdf.

16. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

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

The Anti-Corruption and Anti Bribery Policy is available on the Company’s website at https://www.antony-waste. com/docs/investors/corporate-governance/policies/Anti corruption and anti-bribery Policy.pdf

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The report on particulars of conversation of Energy, Technology absorption and foreign exchange earnings and outgo are mentioned in Annexure V and form part of this Integrated report.

19. PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure VI and form part of this Integrated report.

Details of employee remuneration as required under provisions of Section 197 of the Act read with Rule 5(2) and 5(3), are available to members for inspection at the Registered Office of the Company on every working day of the Company between 10 am to 12 noon up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write an e-mail to [email protected].

20. CORPORATE GOVERNANCE

During the year under review, the Company complied with the applicable provisions relating to corporate governance as provided under the SEBI Listing Regulations. The

compliance report together with a certificate from the Practicing Company Secretary confirming compliance is provided in the Report on Corporate Governance annexed herewith as Annexure VII, and forms part of this Integrated Report.

21. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH’) and the Rules made there under.

The Company has constituted Internal Complaints Committee (‘ICC’) under the POSH and has complied with the provisions relating to the same. The ICC has been set up comprising 5 (five) Members of whom 3 (three) are female employees, 1 (one) is male employee and 1 (one) external female Member who is specialists in dealing with such matters. The employees are sensitized from time to time in respect of matters connected with prevention of sexual harassment. Awareness programs are conducted at sites to sensitize the employees to uphold the dignity of their female colleagues at workplace.

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

The Policy on Prevention of sexual harassment at workplace is available on the Company’s website at https:// www.antony-waste.com/docs/investors/corporate-governance/policies/Anti Sexual Harassment Policy.pdf .

22. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual return of the Company for the year 2023-24 is uploaded on website and can be accessed on the website of the Company at https://www.antony-waste.com/investors/ annual-reports/.

23. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

For further details, please refer Risk Management section of this Integrated Report.

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

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

25. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company constituted the Corporate Social Responsibility (CSR) Committee. The committee has the overall responsibility of identifying the areas of CSR activities, recommending the amount of expenditure to be incurred on the identified activities, implementing, and monitoring the CSR Policy from time to time and reporting progress on various initiatives.

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

Further, a statutory report on CSR activities and the contents of Corporate Social Responsibility policy annexed as Annexure VIII, forms part of this Integrated Report.

26. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) POLICY

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

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

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

The ESG Policy is available on the Company’s website at https://www.antony-waste.com/docs/investors/

corporate-governance/policies/ESG Policy.pdf.

27. HEALTH, SAFETY AND ENVIRONMENT

The Company’s policy on health, safety and environment aims at healthy, safe, and productive work environment, by providing continuous training and adopting the best of safety practices and monitoring the stated practices. Every employee, whether in a direct or indirect capacity, undergoes comprehensive training in essential technical skills such as first aid and firefighting. To ensure preparedness for unforeseen circumstances, mock drills featuring carefully conceived scenarios are regularly executed across all operational sites. These drills serve as a means to keep the workforce vigilant, poised, and adept in effectively managing a spectrum of emergencies.

28. RESIDUARY DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. the provisions of Section 125(2) of the Act, do not apply as there was no unclaimed dividend in the previous years;

v. the Company has not transferred any amount to the reserves of the Company. Hence, disclosure under Section 134(3)(j) of the Act is not applicable;

vi. the Company has not accepted any public deposits under Section 73 of the Act. Hence, disclosure under Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5) (ii) of the Companies (Accounts) Rules, 2014 is not applicable;

viii. the Company was not required to maintain the cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable for the business activities carried out by the Company.

ix. the Company has complied with the applicable Secretarial Standards (SS1 and SS2) as issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

x. no material changes or commitments have occurred between the end of the financial year and the date of this Report, which affect the Financial Statements of the Company with respect to the reporting year.

xi. there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xii. There were no agreements that subsist as on the date of this report under clause 5A to para A of part A of schedule III of SEBI Listing Regulations

29. INDUSTRIAL RELATIONS

The Company maintained exemplary relations with its employees throughout the year under review. The Board extends its profound gratitude to the employees across all cadres for their unwavering dedication and invaluable service. Their commitment is the cornerstone of our success in the waste management sector in India. We anticipate their continued support and an elevated level of productivity to achieve our ambitious targets for the future. The contribution of our staff is indispensable in driving our mission forward and addressing the critical environmental challenges of our nation.

30. ACKNOWLEDGEMENT

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

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

31. CAUTIONARY STATEMENT

All the Statements in the Board’s Report and the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations, or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations.

Actual results of operations may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the logistics sector and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our Company’s exposure to market risks, general economic and political conditions in India which have an impact on our Company’s business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industry we operate in.

The Company is not obliged to publicly amend, modify, or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

For and on Behalf of Board of ANTONY WASTE HANDLING CELL LIMITED

JOSE JACOB KALLARAKAL

CHAIRMAN AND MANAGING DIRECTOR DIN:00549994

Date : August 29, 2024 Place : Thane

Directors'' Report

Dear Members of AWHCL,

Your directors are pleased to present the Twenty Second Annual Report of the Company along with the audited financial
statements (standalone and consolidated) for the year 2022-23.

1. STATE OF AFFAIRS OF THE COMPANY

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

2. FINANCIAL HIGHLIGHTS

3. DIVIDEND

The Company maintains its commitment to the Waste
Management sector in India and anticipates favorable
conditions driven by government policies and demand
from different Urban Local Bodies (ULBs). The Company
holds a positive outlook for its primary investments
and growth projections in both the short and medium
term. This optimism is supported by robust economic
fundamentals. The Company intends to execute various
initiatives and ventures to capitalize on these prospects,
involving investments in CAPEX, workforce, and associated
infrastructure. Consequently, the Company has chosen to
preserve and reinvest its earnings, opting not to declare
dividends or allocate funds to reserves.

Further, in terms of Regulation 43A of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“S EBI Listing Regulations"), the Board of the

Company has adopted a Dividend Distribution Policy,
which is available on the Company''s website at
https://www.antony-waste.com/docs/New Policy/
AWHCL Dividend Distribution Policy.pdf

4. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the
year under review, is presented in a separate section,
forming part of this Annual Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE
COMPANIES/LLP

As on date of this report, the Company has eight
subsidiaries and one associate overseas Company. The
details of the performance of the subsidiary/associate
company/LLP during the year under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

Antony Lara Enviro Solutions Private Limited has reported
total revenue of H 19,270 lakh for the current year as
compared to H 16,354 lakh in the previous year. The
total comprehensive Income for the year under review
amounted to H 5,380 lakh as compared to Income of
H 6,272 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

AG Enviro Infra Projects Private Limited has reported
total revenue of H 38,385 lakh for the current year as
compared to H 33,132 lakh in the previous year. The
total comprehensive Income for the year under review
amounted to H 762 lakh as compared to income of
H 1,324 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

Antony Lara Renewable Energy Private Limited has
reported total revenue of H 17,718 lakh for the current
year as compared to H 6,511 lakh in the previous year. The
total comprehensive Income for the year under review
amounted to H 1,259 lakh as compared to Income of
H 664 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited has reported total
revenue of H 4,945 lakh for the current year as compared to
H 4,837 lakh in the previous year. The total comprehensive
Income for the year under review amounted to H 270 lakh
as compared to Income of H 357 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP has reported total revenue
of H 1,595 lakh for the current year as compared to
H 208 lakh in the previous year. The total comprehensive
income for the year under review amounted to H 127 lakh
as compared to loss of H 120 lakh in the previous year.

KL ENVITECH PRIVATE LIMITED

KL EnviTech Private Limited has reported total revenue of
H 19 lakh for the current year as compared to H 25 lakh in
the previous year. The total comprehensive loss for the
year under review amounted to H 21 lakh as compared to
loss of H 5 lakh in the previous year.

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT
SERVICES PRIVATE LIMITED

Antony Infrastructure and Waste Management Services
Private Limited has reported total revenue of H 332 lakh for
the current year as compared to H 268 lakh in the previous
year. The total comprehensive Income for the year under
review amounted to H 23 lakh as compared to income of
H 16 lakh in the previous year.

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

Antony Recycling Private Limited did not earn any revenue
as it has not yet commenced its commercial operations.
Further, the total comprehensive loss for the year under
review amounted to H 43 lakh as compared to loss of H 38
lakh in the previous year.

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on the
amount invested in Mazaya and has made provision for
diminution in value of the entire investment. With a view to
write-off its investment in the shares of Mazaya, we have
submitted an application to Reserve Bank of India seeking
permission to write-off the entire amount of investment.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the Year 2022-23 are prepared in compliance with
the applicable provisions of the Act, including Indian
Accounting Standards specified under Section 133 of
the Act. The audited Consolidated Financial Statements
together with the Auditors'' Report thereon forms part of
this Annual Report.

The provisions of Section 129(3) of the Act and rules
made thereunder, a separate statement containing salient
features of financial statements of its Subsidiary, Associate
Companies in form AOC-1 is annexed as Annexure I and
forms part of this Annual Report.

The Financial Statements of the subsidiaries are available
for inspection by the members at the Registered Office of
the Company pursuant to the provisions of Section 136 of
the Act. The Statements are also available on the website of
the Company and can be accessed at https://www.antony-
waste.com/Subsidiaries.html under the ''Investors'' section.

6. AUDITORS

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration Number: 001076N/N500013), have
been appointed as Statutory Auditors of the Company
at the 21^st Annual General Meeting of Members of the
Company held on September 27, 2022, for a second term
of 5 years from the conclusion of 21^st Annual General
Meeting till the conclusion of 26^th Annual General Meeting
to be held in year 2027.

During the year, the statutory auditors have confirmed
that they satisfy the Independence and Eligibility criteria
required under the Act. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the
Audit process. The Auditors attend the Annual General
meeting of the Company.

No frauds have been reported by the Statutory Auditors
during the year 2022-23 pursuant to the provisions of
Section 143(12) of the Act.

The Auditor''s Report for the year 2022- 23 on the financial statement (standalone and consolidated) of the Company forms part
of this Annual Report and does not contain any qualification, reservation, adverse remark, or disclaimer except as stated below:

(i) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial personnel) Rules 2014,
M/s. Sunny Gogiya & Associates, Practising Company
Secretary (CP:21563), Mumbai, had been appointed to
undertake the Secretarial Audit of the Company for
the Year 2022-23. The Secretarial Audit Report for the
Year 2022-23 is annexed as Annexure II and forms
part of this Annual Report.

The said Report, does not contain any qualification,
reservation, adverse remark or disclaimer except as
stated below:

(i) Delay in receipt of share certificates or any other
document as an evidence of investment, from
Mazaya Waste Management LLC, a company
incorporated outside India, aggregating H 106
lakhs which has been fully impaired, as at March 31,
2023 and delay in filing the Annual Performance
Report (APR) in respect of the aforementioned
company beyond the timelines stipulated vide
FED Master Direction No. 15/2015-16 under the
Foreign Exchange Management Act, 1999.

Management response:

The Company is in the process of regularizing
these defaults by filing necessary applications
with the appropriate authority for condonation of
such delays and the possible penalties etc., if any,
which may be levied for these contraventions
are likely to be condoned by the regulatory
authorities.

(ii) Secretarial Audit of Material Unlisted Subsidiary

Sunny Gogiya & Associates, Practicing Company
Secretary (CP:21563), Mumbai, had been appointed to
undertake the Secretarial Audit of Antony Lara Enviro
Solutions Private Limited, AG Enviro Infra Projects
Private Limited and Antony Lara Renewable Energy
Private Limited, material subsidiary companies of the
Company in terms of Section 204 of the Act read
with Regulation 24A of the SEBI Listing Regulations.
The Secretarial Audit Report(s) as issued by them
are also annexed herewith as Annexure III and does
not contain any qualification, reservation or adverse
remark or disclaimer.

(iii) Annual Secretarial Compliance Report

The Company has undertaken an audit for the
Year 2022-23 for all applicable compliances as per
Securities and Exchange Board of India Regulations
and Circulars/ Guidelines issued thereunder. The
Annual Secretarial Compliance Report issued by
Sunny Gogiya & Associates, Practising Company
Secretary (CP:21563), Mumbai, has been submitted
to the Stock Exchanges and is annexed herewith as
Annexure IV to this Annual Report.

7. SHARE CAPITAL

The Authorised and Paid-up Share capital of the Company
as on March 31, 2023 continues to stand at H 1,82,99,26,960
and H 14,14,35,850 respectively.

During the year under review, the Company has not issued
any shares or convertible securities and does not have any
scheme for the issue of shares, including sweat equity to
its employees or Directors except the AWHCL Employee
Stok Option Plan 2022. As on March 31, 2023, none of the
Directors of the Company hold convertible instruments of
the Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at its 21^st Annual General
Meeting held on September 27, 2022 had approved
''AWHCL EMPLOYEE STOCK OPTION PLAN 2022'' for
grant of, from time to time, in one or more tranches, not
exceeding 3,00,000 (Three Lakh) employee stock options
to the identified employees of the Company and its
subsidiary and associated companies. Further, a certificate
from Secretarial Auditor i.e. Sunny Gogiya & Associates,
Practising Company Secretary (CP:21563), Mumbai,
had been received confirming that ''AWHCL EMPLOYEE
STOCK OPTION PLAN 2022'', has been implemented
in compliance with the SEBI SBEB Regulations. A copy
of the certificate has been uploaded on the website
of the Company i.e. https://www.antony-waste.com/
Annualreports.html.

The Statutory disclosures as mandated pursuant to Rule
12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the SEBI SBEB
Regulations, are available on the website of the Company
i.e. https://www.antony-waste.com/Annualreports.html.

8. CREDIT RATING

The Credit Rating of the Company on bank facilities has been upgraded by CARE Ratings, in the manner as detailed below:

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

9. PARTICULARS OF INVESTMENTS, LOANS AND
GUARANTEES

The Company being an Infrastructure Company, the
provisions of Section 186 of the Act, except the Section
186(1), were exempted to it. Further, the details of any
investment or advanced loans or a guarantee are stated in
the notes to the Financial Statements.

10. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Our internal control system is a fundamental pillar of
our governance structure, designed to drive us towards
the accomplishment of the Company''s mission while
safeguarding the valuable assets and ensuring the utmost
accuracy and reliability in our reporting. By integrating
robust policies, well-defined processes, efficient
procedures, and best practices, we aim to proactively
mitigate risks and provide reasonable assurance that
our day-to-day operations are conducted with utmost
efficiency and effectiveness. These measures include
comprehensive monitoring procedures aimed at
safeguarding all assets from unauthorized use or disposal.
The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate.

Your Company had appointed an external professional
agency Suresh Surana & Associates LLP, Chartered
Accountant, to conduct the internal audit for the year
2022-23.

During the year under review, no material or serious
observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such
controls.

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed
and approved by the Audit Committee. Prior omnibus
approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course
of business and on an arm''s length basis and do not

attract the provisions of Section 188(1) of the Act. Hence,
disclosure in Form AOC-2 as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable.

Further, there are no material related party transactions
during the year under review with the Promoters,
Directors, or Key Managerial Personnel. All related party
transactions entered are mentioned in the notes to the
financial statements.

The Policy on the Related Party Transactions is available
on the Company''s website at https://www.antony-waste.
com/docs/New Data/AWHCL RPT Policy.pdf.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change
in the Board Structure. Further, as on March 31, 2023, the
Company had following Members on the Board:

KEY MANAGERIAL PERSONNEL (''KMP'')

There is no change in the KMP of the Company during
the reporting period and the KMP of the Company as
designated under provisions of Section 203 of the Act, are
as under:

The Board of Directors of the Company at its meeting
held on August 11, 2023 and on the recommendation
made by the Nomination and Remuneration Committee
of the Company at its meeting held on even date has
approved and recommended the re-appointment of
the Mr. Jose Jacob Kallarakal (DIN:00549994) as the
Chairman and Managing Director of the Company for the
approval of Members for a period of 5 years with effect
from December 12, 2023.

Further, in accordance with the provisions of Section 152
of the Act and the Company''s Articles of Association,
Mr. Shiju Jacob Kallarakal (DIN:00122525), Director of
the Company retires by rotation at the ensuing Annual
General Meeting and, being eligible offers himself for re¬
appointment. The Board recommends his reappointment
for the consideration of the Members of the Company at
the ensuing Annual General Meeting.

The above re-appointments form a part of the notice of
the ensuing AGM and the resolutions are recommended
for members'' approval.

DECLARATION OF INDEPENDENCE

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Over the years, the Company has developed a robust
familiarisation process for the appointed Directors with
respect to their roles and responsibilities. The process
has been aligned with the requirements under the
Act and other related regulations. The familiarization
Programme for our Directors is customised to suit their
individual interests and area of expertise. The Directors
are encouraged to visit the plant of the Company and
interact with members of Senior Management as part
of the induction Programme. The Senior Management
make presentations giving an overview of the Company''s
strategy, operations, products, markets, group structure
and subsidiaries, Board constitution and guidelines,
matters reserved for the Board and the major risks and risk
management strategy. This enables the Directors to get a
deep understanding of the Company, its people, values,

and culture and facilitates their active participation in
overseeing the performance of the Management. Further,
the details of the Familiarization programme provided
to the Directors is hosted on the Company''s website
https://www.antony-waste.com/docs/New Policy/
FAMILIARIZATION PROGRAMME.pdf.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the
Company.

The Policy broadly lays down the guiding principles,
philosophy, and the basis for payment of remuneration
to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel,
Senior Management and other employees. The policy
also provides the criteria for determining qualifications,
positive attributes and Independence of Director and
criteria for appointment of Key Managerial Personnel /
Senior Management and performance evaluation which
are considered by the NRC and the Board of Directors
while making selection of the candidates.

The above policy has been uploaded on the website of
the Company i.e. https://www.antony-waste.com/docs/
New_Policy/AWHCL_Nomination&Remuneration_Policy.
pdf.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning,
of the Committees and of individual Directors, pursuant to
the provisions of the Act and the SEBI Listing Regulations.
Based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India on January
5, 2017, the Board Evaluation was carried out on following
parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk
management, processes, and protocols

• Value creation for stakeholders and commitment to
responsibilities

• Supervision of financial reporting, internal controls,
and auditing functions

• Ethical standards, compliance, and oversight activities

To enhance the effectiveness of the Board evaluation
for the financial year 2022-23, the Company opted to
engage an Cerebrus Consultants, an External Agency.
The primary objective of enlisting an external agency
was to obtain unfiltered feedback from diverse Directors,
fostering a more comprehensive view to enhance

the Board''s operational efficiency. A well-structured
questionnaire was circulated to all Directors, soliciting
their input. Additionally, the Chair of the Nominations
and Remuneration Committee (NRC) collaborated with
the External Agency to conduct personalized discussions
with Independent Directors (IDs), as well as Executive and
Non-Executive Directors. These individual interactions
aimed to garner insights into the efficacy of Board and
Committee processes.

In an exclusive session with Independent Directors, the
performance of Non-Independent Directors, the overall
Board, and the Company''s Chairman were assessed,
taking into consideration viewpoints from Executive and
Non-Executive Directors alike.

The NRC meticulously evaluated the performance of
individual Directors and the collective Board performance.
Subsequent to the Independent Directors'' session and
the NRC meeting, the Board convened to delve into
the evaluations of the Board''s performance, its various
committees, and individual Directors, including the
Chairman. This comprehensive approach culminated in
the finalization of the Board evaluation for the 2022-23
fiscal year.

13. BOARD COMMITTEES

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

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

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholder Relationship Committee

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

14. VIGIL MECHANISM

In terms of the provisions of the Act and the SEBI
Listing Regulations, the Vigil Mechanism is implemented
through the Company''s Whistle Blower Policy to enable
the Directors, employees, and all stakeholders of the
Company to report genuine concerns or grievances about
any unethical or unacceptable business practice and to
provide for adequate safeguards against victimisation of
persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the Company''s
website i.e https://www.antony-waste.com/docs/
VigilMechanismPolicy.pdf.

15. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

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

16. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms of
Section 134(5) of the Act:

a) In the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures.

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit of the Company for that period.

c) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a
going concern basis.

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The report on particulars of conservation of Energy,
Technology absorption and foreign exchange earnings
and outgo are mentioned in Annexure V and form part of
this Annual Report.

18. PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is annexed herewith as Annexure VI and form part of this
Annual Report.

Details of employee remuneration as required under
provisions of Section 197 of the Act read with Rule 5(2)
and 5(3), are available to members for inspection at the
Registered Office of the Company on every working day
of the Company between 10 am to 12 noon up to the
date of the ensuing AGM. If any member is interested
in obtaining a copy thereof, such member may write an
e-mail to [email protected].

19. CORPORATE GOVERNANCE

During the year under review, the Company complied with
the applicable provisions relating to corporate governance
as provided under the SEBI Listing Regulations. The
compliance report together with a certificate from the
Practising Company Secretary confirming compliance
is provided in the Report on Corporate Governance
annexed herewith as Annexure VII, and forms part of this
Annual Report.

20. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
there under.

The Company has constituted of Internal Complaints
Committee (''ICC'') under the POSH and has complied with
the provisions relating to the same. The ICC has been set
up comprising 5 (five) Members of whom 3 (three) are
female employees, 1 (one) is male employee and 1 (one)
external Member who is specialists in dealing with such
matters. The employees are sensitized from time to time
in respect of matters connected with prevention of sexual
harassment. Awareness programs are conducted at sites
to sensitize the employees to uphold the dignity of their
female colleagues at workplace.

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

21. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual
return of the Company for the financial year 2022-23 is
uploaded on website and can be accessed on the website
of the Company i.e. https://www.antony-waste.com/
Annualreports.html.

22. RISK MANAGEMENT POLICY OF THE COMPANY

The Board of Directors of the Company has designed
Risk Management Policy and Guidelines to avoid events,
situations or circumstances which may lead to negative
consequences on the Company''s businesses and define a
structured approach to manage uncertainty and to make use
of these in their decision-making pertaining to all business
divisions and corporate functions. Key business risks and
their mitigation are considered in the annual/strategic
business plans and in periodic management reviews.

The Company has established a well-defined process of
risk management, wherein the identification, analysis and
assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation
strategy and implementation of the same takes place in a
structured manner.

Though the various risks associated with the business
cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of
the Company. Necessary internal control systems are also
put in place by the Company on various activities across
the board to ensure that business operations are directed
towards attaining the stated organizational objectives
with optimum utilization of the resources.

The Risk Management Policy is available on the
Company''s website i.e. https://www.antony-waste.com/
docs/RiskManagementPolicy.pdf.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

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

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies
(Corporate Social Responsibility) Rules, 2014, the Board
of Directors of the Company constituted the Corporate
Social Responsibility (CSR) Committee. The committee
has the overall responsibility of identifying the areas of
CSR activities, recommending the amount of expenditure
to be incurred on the identified activities, implementing,
and monitoring the CSR Policy from time to time and
reporting progress on various initiatives.

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

Further, a statutory report on CSR activities and the
contents of Corporate Social Responsibility policy annexed
as Annexure VIII, forms part of this Annual Report.

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

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

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

Our ESG journey has evolved, and we conducted an
extensive exercise to identify and prioritize the most
relevant sustainability themes and Key Performance
Indicators pertaining to ESG issues. The Company
has established an ESG Road-map and set goals for

compliance and performance management over the next
three years and beyond. Additionally, AWHCL has adopted
the BRSR (Business Responsibility and Sustainability
Reporting) framework, reaffirming our commitment to
responsible stewardship throughout the organization and
continually enhancing our sustainability-related reporting
and disclosures.

The ESG Policy is available on the Company''s website i.e.
https://www.antonv-waste.com/docs/ESGPolicv.pdf.

26. HEALTH, SAFETY AND ENVIRONMENT

The Company''s policy on health, safety and environment
aims at healthy, safe, and productive work environment,
by providing continuous training and adopting the best
of safety practices and monitoring the stated practices.
Every employee, whether in a direct or indirect capacity,
undergoes comprehensive training in essential technical
skills such as first aid and firefighting. To ensure
preparedness for unforeseen circumstances, mock drills
featuring carefully conceived scenarios are regularly
executed across all operational sites. These drills serve as
a means to keep the workforce vigilant, poised, and adept
in effectively managing a spectrum of emergencies.

27. RESIDUARY DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
Hence, disclosure under Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 is not
applicable;

ii. the Company has not issued sweat equity shares to
its employees. Hence, disclosure under Rule 8(13) of
the Companies (Share Capital and Debentures) Rules,
2014 is not applicable;

iii. no significant material orders have been passed
by any regulators or courts or tribunals which may
impact the going concern status of the Company and
its future operations. Hence, disclosure under Rule
8(5)(vii) of the Companies (Accounts) Rules, 2014 is
not applicable;

iv. the provisions of Section 125(2) of the Act, do not
apply as there was no unclaimed dividend in the
previous years;

v. the Company has not transferred any amount to the
reserves of the Company. Hence, disclosure under
Section 134(3)(j) of the Act is not applicable;

vi. the Company has not accepted any public deposits
under Section 73 of the Act. Hence, disclosure under
Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts)
Rules, 2014 is not applicable;

vii. there has been no change in the nature of business
of the Company. Hence, disclosure under Rule 8(5)
(ii) of the Companies (Accounts) Rules, 2014 is not
applicable;

viii. the Company was not required to maintain the cost
records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act were
not applicable for the business activities carried out
by the Company.

ix. the Company has complied with the applicable
Secretarial Standards (SS1 and SS2) as issued by the
Institute of Company Secretaries of India in terms of
Section 118(10) of the Act.

x. No material changes or commitments have occurred
between the end of the financial year and the date of
this Report, which affect the Financial Statements of
the Company with respect to the reporting year.

xi. there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016.

xii. There were no agreements that subsist as on the
date of notification of clause 5A to para A of part A of
schedule III of SEBI Listing Regulations

28. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees
during the year under review and the Board appreciates the
employees across the cadres for their dedicated service
to the Company and looks forward to their continued
support and higher level of productivity for achieving the
targets set for the future.

29. ACKNOWLEDGEMENT

Your Directors thank the various Central and State
Government Departments, Organisations and Agencies
for the continued help and co-operation extended by

them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. customers, members,
dealers, vendors, banks, and other business partners for
the excellent support received from them during the year.

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

30. CAUTIONARY STATEMENT

All the Statements in the Board''s Report and the
Management Discussion and Analysis describing
the Company''s objectives, projections, estimates,
expectations, or predictions may be ''forward looking
statements'' within the meaning of applicable securities
laws and regulations.

Actual results of operations may differ materially from
those suggested by the forward-looking statements due
to risks or uncertainties associated without expectations
with respect to, but not limited to, regulatory changes
pertaining to the logistics sector and our ability to
respond to them, our ability to successfully implement
our strategies, our growth and expansion, technological
changes, our Company''s exposure to market risks,
general economic and political conditions in India which
have an impact on our Company''s business activities or
investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates
or prices, the performance of the financial markets in
India and globally, changes in domestic laws, regulations
and taxes and changes in competition in the industry we
operate in.

The Company is not obliged to publicly amend, modify,
or revise any forward-looking statement, on the basis of
any subsequent development, information or events or
otherwise.

For and on Behalf of Board of
ANTONY WASTE HANDLING CELL LIMITED

JOSE JACOB KALLARAKAL

Date : August 25, 2023 CHAIRMAN AND MANAGING DIRECTOR

Place : Thane DIN: 00549994