Directors Report of Antony Waste Handling Cell Ltd.

Mar 31, 2025

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

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31,2025	March 31,2024
Revenue from Operations	3,517	5,440	93,361	87,141
Other Income	590	287	2,518	2,353
Total Revenue	4,107	5,727	95,879	89,494
Total Expenses	3,920	5,168	86,427	78,586
Profit/(Loss) before tax	2,576	559	11,841	10,908
Tax Expenses	157	(71)	1,777	919
Net Profit for the period	2,419	630	10,064	9,989
Net profit attributable to:
Owners of the Holding Company	2,419	630	8,536	8,621
Non-controlling interest	-	-	1,528	1,368
OCI - gain / (loss) for the period / year attributable to:
Owners of the Holding Company	60	44	6	(62)
Non-controlling interest	-	-	(1)	(1)
Total Comprehensive Income - gain for the period / year attributable to:
Owners of the Holding Company	2,479	674	8,542	8,559
Non-controlling interest	-	-	1,527	1,367
Earnings per Share (Basic) (in J)	8.53	2.22	30.10	30.40
Earnings per Share (Diluted) (in J)	8.53	2.22	30.10	30.39

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.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company
for the year 2024-25 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

The Board of Directors of the Company, at its meeting
held on March 27, 2025, subject to requisite approvals,
have approved the Scheme of Merger by Absorption of
AG Enviro Infra Projects Private Limited (Transferor
Company) into Antony Waste Handling Cell Limited
(Transferee Company) and their respective Shareholders
and Creditors. The appointed date for the merger is April 1,
2025. The Scheme application was filed with the Hon’ble
NCLT on March 31, 2025 and is currently awaiting the
approval from Hon’ble NCLT.

7. 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, 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.

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

The Auditor’s Report for the year 2024-25 on the
financial statements (standalone and consolidated)
of the Company does not contain any qualification,
reservation, adverse remark, or disclaimer.

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:

	Amount
Facilities	(J in Crore)	Ratings
Long Term Bank Facilities	13.50	CARE BBB ;
		Stable
Short Term Bank Facilities	22.00	CARE A3

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:

Name of the Director	Designation
Mr. Jose Jacob Kallarakal	Chairman and Managing Director
Mr. Shiju Jacob Kallarakal	Executive Director
Mr. Shiju Antony Kallarakal	Non-Executive Director
Mr. Ajit Kumar Jain	Independent Director
Ms. Priya Balasubramanian	Independent Director
Mr. Suneet K Maheshwari	Independent Director

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:

Sr. Name of KMP(s) No.	Designation
1 Mr. Jose Jacob	Chairman and
Kallarakal	Managing Director
2 Mr. Subramanian NG	Group Chief Financial Officer
3 Ms. Harshada Rane	Company Secretary and Compliance Officer

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:

a)	number of complaints of sexual harassment received in the year	0
b)	number of complaints disposed off during the year	0
c)	number of cases pending for more than ninety days	0

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

---

Mar 31, 2024

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

Particulars	Standalone		Consolidated
	March 31, 2024	March 31,2023	March 31, 2024	March 31, 2023
Revenue from operations	5,462	5,522	87,289	85,425
Other Income	265	1,635	2,355	2,096
Total Revenue	5,727	7,157	89,644	87,521
Total Expenses	5,168	5,445	78,736	77,292
Profit/(Loss) before tax	559	1,711	10,908	10,229
Tax Expenses	(71)	438	919	1,772
Net Profit/(Loss) after tax	630	1,273	9,989	8,457
Other comprehensive income/(loss) for the year, (net of tax)	44	34	(63)	42
Total comprehensive income/(loss) for the year	674	1,307	9,926	8,499
Earnings per Share (Basic) (in H)	2.22	4.50	30.40	24.07
Earnings per Share (Diluted) (in H)	2.22	4.50	30.39	24.06

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:

Standalone Financial Statement
Qualification	Management Response
As explained in Note 46 to the accompanying standalone financial statements, the Company’s non-current trade receivables as at 31 March 2024 include certain long outstanding receivables aggregating H 566.39 lakhs due from two Municipal Corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the management’s assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2024 and the consequential impact, on the accompanying standalone financial statements.	Note 46: Trade receivables (non-current) as at 31 March 2024 include amounts which are due from two Municipal Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64 lakhs), which are outstanding for a long time. The cases pertaining to such amounts are presently disputed under Honorable High Courts. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.
Our audit report dated 24 May 2023 on the standalone financial statements for the year ended 31 March 2023 was also qualified in respect of this matter.
Emphasis of Matter	Management Response
We draw attention to Note 41(e) of the standalone financial statements regarding the search operation carried out by the Income Tax Department (‘the department’) during October 2021 and demand orders received by the Company in the current year. Given the uncertainty and pending outcome of the assessment proceedings, the adjustments, if any required to these standalone financial statements owing to the impact of aforesaid matter, is presently not ascertainable. Our opinion is not modified in respect of this matter.	Note 41(e): The Income Tax Department (“the Department”) conducted a Search under the provision of the Income Tax Act (‘IT Act’) (“the Search”) at two business premises of the Company and residential premises of few of the Directors during October 2021. During the search proceedings and thereafter, Management has provided required support and co-operation to the Department. Subsequently, during the year ended 31 March 2024, the Company is in receipt of demand order u/s 143(3) and 147 of Income Tax Act 1961, in respect of assessment year (‘AY’) 2018-19 and 2022-23 which primarily pertains to disallowances of certain expenses. Management has evaluated the demand orders and after considering all the available records and information known to it, subsequent to the year end, the Company has filed an appeal before the Hon’ble Commissioner of Income Tax (Appeals) against the aforesaid demand orders and has also filed for rectification of order with the Assessing Officer in respect of certain adjustments made by them for AY 2018-19. The demand as mentioned in the aforesaid orders of the Department is H 1,190.75 lakhs and has been included in note 41(a). While the uncertainty exists regarding the outcome of the aforesaid assessment proceedings, the Management has obtained views of an external expert in relation to its tax position on the aforesaid matters and also conducted an independent review of documents and information available with it, which supports the management’s contentions. Based on the above, the Company believes it can succeed in the appeals filed against the aforesaid demand orders and accordingly no material adjustments are required to these standalone financial statements.
Key Audit Matter	Management Response
Recoverability of amounts and claims from municipal corporations The Company, as at 31 March 2024, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to H 6,534.47 lakhs and H 3,839.01 lakhs, respectively, which significantly represents receivables from various municipal corporations (customers).	Note 47: Other financial assets (current) as of 31 March 2024 include amount of H 3,505.96 lakhs which represent receivable towards reimbursement of minimum wages from a Municipal Corporation, which are overdue for a substantial period of time. The Company has received balance confirmation and communication from the Municipal Corporation, stating approval has been received from

Such amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/ litigation with/by the respective authorities. Management, based on contractual tenability, past experience with the municipal corporations, progress of the discussions and relying on the legal opinion obtained from independent legal counsel for specific matters, has provided appropriate amount of provision for these receivables in the accompanying standalone financial statements of the Company. Considering the materiality of the amounts involved, uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the discussions with corporations, this has been considered to be a key audit matter in the audit of the standalone financial statements. Further, out of the above, current trade receivables and other current financial assets amounting to H 1,500.00 lakhs and H 3,505.96 lakhs, respectively, represent amounts and claims recoverable from two municipal corporations and are overdue for a substantial period of time. Further, the aforesaid trade receivables include H 1,500.00 lakhs which is under dispute with the municipal authority and the matter is currently sub-judice at the Hon’ble Supreme Court. These have been considered as fundamental to the understanding of the users of standalone financial statements and accordingly we draw attention to Notes 47 and 48 to the standalone financial statements, regarding uncertainties relating to timing of recoverability of aforesaid receivables.	the State Government for reimbursement of payments and the Municipal Corporation is in the process of arranging funds to settle the aforesaid dues. Considering all these factors and ongoing discussions with the municipal corporation, Management expects that the outstanding balances will be realized and accordingly above receivables have been considered as good for recovery as at the reporting date. Note 48: Trade receivable (current) as at 31 March 2024 include amount of H 1,500.00 lakhs which represents dues from a Municipal Corporation, which is overdue for substantial period of time. The dues represent contractual amounts which were deliberated and approved by Standing Committee of the Municipal Corporation and conciliation agreement is being signed. Post approval, the Municipal Corporation moved to the Hon’ble High Court against the decision of the Standing Committee, which was quashed by the Hon’ble High Court in favour of the Company. The Municipal Corporation further challenged the judgment at the Hon’ble Supreme Court. The matter is currently under review with the Hon’ble Supreme Court. Based on the contractual tenability of the dues and legal opinion obtained, the Management is hopeful of recovering these amounts and hence, the same is considered good of recovery as at the reporting date.
Consolidated Financial Statement
Qualification	Management Response
As explained in Note 50 to the accompanying consolidated financial statements, the Company’s non-current trade receivables as at 31 March 2024 include certain long outstanding receivables aggregating H 566.39 lakhs due from two Municipal Corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the management’s assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2024 and the consequential impact, on the accompanying consolidated financial statements. Our audit report dated 24 May 2023 on the consolidated financial statements for the year ended 31 March 2023 was also qualified in respect of this matter.	Note 50: Trade receivables (non-current) of the Holding Company as at 31 March 2024 include amounts which are due from two Municipal Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64 lakhs), which are outstanding for a long time. The cases pertaining to such amounts are presently disputed under Honorable High Courts. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, Management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.
Emphasis of Matter	Management Response
We draw attention to Note 46(d) of the consolidated financial statements regarding the search operation carried out by the Income Tax Department (‘the department’) during October 2021 and demand orders received by the Holding Company and its three subsidiary companies in the current year.	Note 46(d): The Income Tax Department (“the Department”) conducted a Search under the provision of the Income Tax Act (‘IT Act) (“the Search”) at two business premises of the Group and residential premises of few of the Directors during October 2021.

Given the uncertainty and pending outcome of the assessment proceedings, the adjustments, if any required to these consolidated financial statements owing to the impact of aforesaid matter, is presently not ascertainable. Our opinion is not modified in respect of this matter.	During the search proceedings and thereafter, management has provided required support and co-operation to the Department. Subsequently, during the period ended 31 March 2024, the Holding Company and its three subsidiary companies are in receipt of demand order u/s 143(3) and 147 of Income Tax Act 1961, in respect of five different years ranging between AY 2015-16 and AY 2022-23 which primarily pertains to disallowances of certain expenses and addition of certain incomes. Management of the Group has evaluated the demand orders and after considering all the available records and information known to it, subsequent to the year end, the Group has filed an appeal before the Hon’ble Commissioner of Income Tax (Appeals) against the aforesaid demand orders and has also filed for rectification of orders with the Assessing Officer in respect of certain adjustments made by them for four different assessment years. The demand as mentioned in the aforesaid orders of the Department is H 4,050.65 lakhs and has been included in note 46(a). While the uncertainty exists regarding the outcome of the aforesaid assessment proceedings, the Group management has obtained views of an external expert in relation to its tax position on the aforesaid matters and also conducted an independent review of documents and information available with it, which supports the management’s contentions. Based on the above, the Group believes it can succeed in the appeals filed against the aforesaid demand orders and accordingly no material adjustments are required to these consolidated financial statements.
Key Audit Matter	Management Response
Recoverability of amounts and claims from municipal	Note 51:
corporations	Other financial assets (current) of the Holding Company as at
The Group, as at 31 March 2024, has trade receivables and	31 March 2024 include amount of H 3,505.96 lakhs which
other current financial assets (reimbursement receivable from	represent receivable towards reimbursement of minimum wages
municipalities) amounting to H 30,890.55 lakhs and H 4,045.93	from a Municipal Corporation, which are overdue for a substantial
lakhs, respectively, which significantly represents receivables	period of time. The Holding Company has received balance
from various municipal corporations (customers). Such	confirmation and communication from the municipal corporation,
amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/litigation with/by	stating approval has been received from the State Government for reimbursement of payments and the municipal corporation
the respective authorities.	is in the process of arranging funds to settle the aforesaid dues.
Management, based on contractual tenability, past experience	Considering all these factors and ongoing discussions with the
with the municipal corporations, progress of the discussions	municipal corporation, Management expects that the outstanding
and relying on the legal opinion obtained from independent	balances will be realized and accordingly above receivables have
legal counsel for specific matters, has provided appropriate	been considered as good for recovery as at the reporting date.
amount of provision for these receivables in the accompanying	Note 52:
consolidated financial statements of the Group. Considering the materiality of the amounts involved,	Trade receivable (current) of the Holding Company as at 31 March 2024 include amount of H 1,500.00 lakhs which represents dues
uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the	from a Municipal Corporation, which is overdue for substantial period of time. The dues represent contractual amounts which
discussions with corporations, this has been considered to	were deliberated and approved by standing committee of the
be a key audit matter in the audit of the consolidated financial	Municipal Corporation and conciliation agreement was signed.
statements.	Post approval, the Municipal Corporation moved to the Hon’ble
Further, out of the above, current trade receivables and other	High Court against the decision of the standing committee, which
current financial assets amounting to H 1,500.00 lakhs and	was quashed by the Hon’ble High Court in favor of the Holding
H 3,505.96 lakhs, respectively, represent amounts and claims	Company. The Municipal Corporation further challenged the
recoverable from two municipal corporations and are overdue	judgment at the Hon’ble Supreme Court. The matter is currently
for a substantial period of time. Further, the aforesaid trade	under review with the Hon’ble Supreme Court. Based on the
receivables include H 1,500.00 lakhs which is under dispute with	contractual tenability of the dues and legal opinion obtained,
the municipal authority and the matter is currently subjudice at	Management is hopeful of recovering these amounts and hence,
the Hon’ble Supreme Court. These have been considered as	the same is considered good of recovery as at the reporting date.
fundamental to the understanding of the users of consolidated financial statements and accordingly we draw attention to Notes 51 and 52 to the consolidated financial statements, regarding uncertainties relating to timing of recoverability of aforesaid receivables.

(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:

	Amount
Facilities	(H in Crore)	Ratings
Long Term Bank Facilities	16.50	CARE BBB ; Stable
Short Term Bank Facilities	19.00	CARE A3

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:

Name of the Director	Designation
Mr. Jose Jacob Kallarakal	Chairman and Managing Director
Mr. Shiju Jacob Kallarakal	Executive Director
Mr. Shiju Antony Kallarakal	Non-Executive Director
Mr. Ajit Kumar Jain	Independent Director
Ms. Priya Balasubramanian	Independent Director
Mr. Suneet K Maheshwari	Independent Director

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:

Sr. Name of KMP(s) No.	Designation
1 Mr. Jose Jacob	Chairman and
Kallarakal	Managing Director
2 Mr. Subramanian NG	Group Chief Financial Officer
3 Ms. Harshada Rane	Company Secretary and Compliance Officer

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

---

Mar 31, 2023

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

	Standalone		Consolidated
Particulars	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Revenue from Operation	5,660	5,525	85,563	64,842
Other Income	1,635	1,594	2,096	1,837
Total Revenue	7,295	7,119	87,660	66,679
Total Expenses	5,584	4,753	77,431	55,409
Profit/(Loss) before tax	1,711	2,366	10,229	11,269
Tax Expenses	438	510	1,772	2,229
Net Profit/(Loss) after tax	1,273	1,856	8,456	9,040
Other comprehensive income/(loss) for the year, (net of tax)	34	50	42	104
Total comprehensive income/(loss) for the year	1,307	1,906	8,499	9,144
Earnings per Share (Basic) (in H)	4.50	6.56	24.07	24.00
Earnings per Share (Diluted) (in H)	4.50	6.56	24.06	24.00

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:

Standalone Financial Statement
Qualification	Management Response
As explained in Note 46 to the accompanying standalone financial statements, the Company''s non-current trade receivables as at 31 March 2023 include certain long outstanding receivables aggregating H 752.64 lakhs due from various municipal corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2023 and the consequential impact, on the accompanying standalone financial statements. Our audit report for the year ended 31 March 2022 was also qualified in respect of this matter.	Trade receivables (non-current) as at 31 March 2023 include amounts which are due from various Municipal Corporations aggregating H 752.64 lakh, which are outstanding for a long time. Out of this sum, amount aggregating H 60.13 lakh are presently under arbitration, amounts aggregating H 73.62 lakh are presently pending with the dispute resolution committee of the Municipal Corporation, H 52.50 lakh are presently disputed and being discussed with the Municipal Corporations and H 566.39 lakh are presently disputed under High Court. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, the Company is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.

Key Audit Matter	Management Response
The Company, as at 31 March 2023, has trade receivables	Note 47:
and other current financial assets (reimbursement	Trade receivable (current) and other financial assets (current)
receivable from municipalities) amounting to H 5,913.39	as of 31 March 2023 include amounts of H 657.30 lakh and H
lakhs and H 5,637.32 lakhs, respectively, which significantly	5,021.70 lakh which represent receivable towards escalation
represents receivables from various municipal corporations	claim and reimbursement of minimum wages, respectively
(customers). Such amounts are outstanding towards bills,	from a Municipal Corporation, which are overdue for a
escalation claim and minimum wages in respect of ongoing	substantial period of time. The Company has received
as well as completed projects and which are further under	balance confirmation and communication from the municipal
review/litigation with/by the respective authorities.	corporation, stating approval has been received from the
Management, based on contractual tenability, past experience	State Government for reimbursement of payments and the
with the municipal corporations, progress of the discussions	municipal corporation is in the process of arranging funds
and relying on the legal opinion obtained from independent	to settle the aforesaid dues. Considering all these factors
legal counsel for specific matters, has provided appropriate	and ongoing discussions with the municipal corporation,
amount of provision for these receivables in the accompanying	Management expects that the outstanding balances will
standalone financial statements of the Company.	be realized within next one year and accordingly above
Considering the materiality of the amounts involved,	receivables have been considered as good for recovery as at
uncertainties associated with the outcome of the review and	the reporting date.
significant management judgement involved in assessment	Note 48:
of recoverability of such amounts basis their progress of the	Trade receivable (current) as at 31 March 2023 include amount
discussions with corporations, this has been considered to	of H 1,500.00 lakh which represents dues from a Municipal
be a key audit matter in the audit of the standalone financial	Corporation, which is overdue for substantial period of
statements.	time. The dues represents contractual amounts which were
Further, out of the above, current trade receivables and	deliberated and approved by the standing committee of the
other current financial assets amounting to H 2,157.30 lakhs	Municipal Corporation and a conciliation agreement was
and H 5,021.70 lakhs, respectively, represent amounts and	signed. Post approval, the Municipal Corporation moved to
claims recoverable from two municipal corporations and	the Hon''ble High Court against the decision of the standing
are overdue for a substantial period of time. Further, the	committee, which was quashed by the Hon''ble High Court in
aforesaid trade receivables include H 1,500.00 lakhs which	favour of the Company. The Municipal Corporation further
is under dispute with the municipal authority and the matter	challenged the order at the Hon''ble Supreme Court. The
is currently sub-judice at the Hon''ble Supreme Court. These	matter is currently under review with the Hon''ble Supreme
have been considered as fundamental to the understanding	Court. Based on the contractual tenability of the dues and
of the users of standalone financial statements and	legal opinion, Management is hopeful of recovering these
accordingly we draw attention to Notes 47 and 48 to the	amounts in due course and hence, the same is considered
standalone financial statements, regarding uncertainties relating to recoverability of aforesaid receivables.	good of recovery as at the reporting date.

Consolidated Financial Statement
Qualification	Management Response
As explained in Note 50 to the accompanying consolidated financial statements, the Holding Company''s non¬ current trade receivables as at 31 March 2023 include certain long outstanding receivables aggregating H 752.64 lakhs (31 March 2022: H 805.13 lakhs) due from various municipal corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 March 2023 and the consequential impact, on the accompanying consolidated financial statements. Our audit report for the year ended 31 March 2022 was also qualified in respect of this matter.	Trade receivables (non-current) as at 31 March 2023 of the Holding Company include amounts which are due from various Municipal Corporations aggregating H 752.64 lakhs (31 March 2022: H 805.13 lakhs), which are outstanding for a long time. Out of this sum, amounts aggregating H 60.13 lakhs (31 March 2022: H 60.13 lakhs) are presently under arbitration, amounts aggregating H 73.62 lakhs (31 March 2022: H 125.98 lakhs) are presently pending with the dispute resolution committee of the Municipal Corporation, H 52.50 lakhs (31 March 2022: H 55.02 lakhs) are presently disputed and being discussed with the Municipal Corporations and H 566.39 lakhs (31 March 2022: H 564.00 lakhs) are presently disputed under High Court. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, the management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.

Key Audit Matter	Management Response
The Group, as at 31 March 2023, has trade receivables and	Note 51:
other current financial assets (reimbursement receivable	Trade receivable (current) and other financial assets (current)
from municipalities) amounting to H 26,416.07 lakhs	as of 31 March 2023 include amounts of H 657.30 lakhs and H
and H 5,912.44 lakhs, respectively, which significantly	5,021.70 lakhs (31 March 2022: H 983.85 lakhs and H 4,579.82
represents receivables from various municipal corporations	lakhs) which represent receivable towards escalation claim
(customers). Such amounts are outstanding towards bills,	and reimbursement of minimum wages, respectively from a
escalation claim and minimum wages in respect of ongoing	Municipal Corporation, which are overdue for a substantial
as well as completed projects and which are further under	period of time. The Holding Company has received balance
review/litigation with/by the respective authorities.	confirmation and communication from the municipal
Management, based on contractual tenability, past experience	corporation, stating approval has been received from the
with the municipal corporations, progress of the discussions	State Government for reimbursement of payments and the
and relying on the legal opinion obtained from independent	municipal corporation is in the process of arranging funds
legal counsel for specific matters, has provided appropriate	to settle the aforesaid dues. Considering all these factors
amount of provision for these receivables in the accompanying	and ongoing discussions with the municipal corporation,
consolidated financial statements of the Group.	Management expects that the outstanding balances will
Considering the materiality of the amounts involved,	be realized within next one year and accordingly above
uncertainties associated with the outcome of the review and	receivables have been considered as good for recovery as at
significant management judgement involved in assessment	the reporting date.
of recoverability of such amounts basis their progress of	Note 52:
the discussions with corporations, this has been considered	Trade receivable (current) as at 31 March 2023 include
to be a key audit matter in the audit of the consolidated	amount of H 1,500.00 lakhs (31 March 2022: H 1,500 lakhs)
financial statements.	which represents dues from a Municipal Corporation, which
Further, out of the above, current trade receivables and	is overdue for substantial period of time. The dues represent
other current financial assets amounting H 2,157.30 lakhs	contractual amounts which were deliberated and approved
and H 5,021.70 lakhs, respectively, represent amounts and	by the standing committee of the Municipal Corporation
claims recoverable from two municipal corporations and	and a conciliation agreement was signed. Post approval, the
are overdue for a substantial period of time. Further, the	Municipal Corporation moved to the Hon''ble High Court
aforesaid trade receivables include H 1,500.00 lakhs which	against the decision of the standing committee, which was
is under dispute with the municipal authority and the matter	quashed by the Hon''ble High Court in favour of the Holding
is currently sub-judice at the Hon''ble Supreme Court. These	Company. The Municipal Corporation further challenged the
have been considered as fundamental to the understanding	order at the Hon''ble Supreme Court, where this matter is
of the users of consolidated financial statements and	currently under review. Based on the contractual tenability
accordingly we draw attention to Notes 51 and 52 to the	of the dues and legal opinion, Management is hopeful of
consolidated financial statements, regarding uncertainties	recovering these amounts in due course and hence, the same
relating to recoverability of aforesaid receivables.	is considered good of recovery as at the reporting date.

(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:

Facilities	Amount (J in Crore)	Ratings	Earlier rating
Long Term Bank Facilities	16.50 (Reduced from 27.50)	CARE BBB ; Stable	Revised from CARE BBB; Stable
Short Term Bank Facilities	19.00 (Reduced from 33.00)	CARE A3	Revised from CARE A3

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:

Name of the Director	Designation
Mr. Jose Jacob Kallarakal	Chairman and Managing Director
Mr. Shiju Jacob Kallarakal	Executive Director
Mr. Shiju Antony Kallarakal	Non-Executive Director
Mr. Ajit Kumar Jain	Independent Director
Ms. Priya Balasubramanian	Independent Director
Mr. Suneet K Maheshwari	Independent Director

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:

Sr. No.	Name of KMP(s)	Designation
1	Mr. Jose Jacob Kallarakal	Chairman and Managing Director
2	Mr. Subramanian NG	Group Chief Financial Officer
3	Ms. Harshada Rane	Company Secretary and Compliance Officer

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