Directors Report of Gravita India Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS Amount (Rs. in Crores)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operation	3,868.77	3,160.75	3,222.77	2,679.07
Operational Expenditure	3,544.69	2877.2	2,999.68	2,479.49
Profit before Finance Cost, Depreciation, other income and Tax	324.08	283.55	223.09	199.58
Add: Other Income	111.84	77.81	47.21	53.21
Less: Finance Cost	43.37	49.22	22.19	31.21
Less: Depreciation and amortization expense	29.09	37.99	15.19	13.36
Profit Before Tax	363.46	274.15	232.92	208.22
Profit from Ordinary Activities Before Tax	363.46	274.15	232.92	208.22
Less: Provisions for Taxation Including Deferred Tax	50.56	31.87	38.79	28.60
Profit After Tax Before Other Comprehensive Income	312.90	242.28	194.13	179.62
Add: Total Other Comprehensive Income	(16.65)	(11.43)	(1.19)	(1.62)
Less: Non-Controlling Interest	0.52	4.11	-	-
Total comprehensive income attributable to owners of the Holding Company	295.73	226.74	192.94	178.00

1. State of Company''s Affair

In FY 2024-25, India remained a beacon of economic resilience amid global uncertainties, registering a GDP growth
of 6.5% and retaining its status as the fastest-growing major economy. Robust momentum was seen across services,
manufacturing and agriculture, supported by declining inflation, improved fiscal indicators and rising FDI inflows. The
fourth quarter alone recorded a striking 7.4% growth, underscoring the economy''s steady revival despite external
shocks. Government-led infrastructure development, supportive monetary policy and strong private consumption
continued to drive economic activity, creating a conducive environment for industries like recycling that contribute to
sustainability and import substitution.

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

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

Consolidated Financial Summary:

• Consolidated Revenue from operation stood at Rs. 3,869 crores in financial year 2024-25 as compared to
Rs. 3,161 crores in the previous year.

• EBITDA stood at Rs. 404 crores in financial year 2024-25 as compared to Rs.331 crores in previous year.

• Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at

Rs. 312 crores.

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

Standalone Financial Summary:

• Revenue from operation stood at Rs. 3,223 crores in financial year 2024-25 as compared to Rs. 2,679 crores in the
previous year.

• EBITDA stood at Rs. 244 crores in financial year 2024-25 as compared to Rs. 234 crores in previous year.

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

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

2. Dividend & Reserve

The Board of Directors of Company declared the interim dividend in the Board Meeting dated 30^th April, 2024 at the
Rate of 260% (Rs. 5.20 per equity share) aggregate amounting to Rs. 35.90 crores on fully paid up equity shares of Rs.
2/- each of the Company for the financial year 2024-25. The dividend paid to the members whose name appears in the
Register of Members as at the closure of business hours of 14^th May,2024 being the record date fixed for this purpose
and further in respect of shares held in dematerialized form, it was paid to the members whose names were furnished
by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on
that date.

The Closing balance of the retained earnings of the Company for FY 2025 after all appropriation and adjustments was
Rs. 551.85 Crores.

Since Interim dividend was declared for F.Y. 2025-26 in Board Meeting dated 02^nd May, 2025. Therefore, Board of directors
has not recommended final dividend for FY 2024-25.

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

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of the Company
and is engaged in the business of Manufacturing of Lead, PP Granules and trading of Aluminium Scrap. During the
year under review, this subsidiary has produced 5,858 MT of Re-Melted Lead and 345 MT of Plastic Granules. This
subsidiary achieved turnover of Rs. 125.14 Cr. and reported net profit of Rs. 12.85 Cr. during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step-down subsidiary of the Company. The subsidiary
is engaged in the business of Manufacturing of Lead, PP Granules & Aluminium Ingots. During the year under
review, this plant produced 5,717 MT of Lead Ingots, 2,389 MT of Aluminium Ingots and 458 MT of Plastic Granules
and achieved a turnover of Rs.161.39 Cr. coupled with net profit of Rs 0.09 Cr.

c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a step-down subsidiary of the Company operating in
Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots in Sri Lanka. This subsidiary is
engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review,
this subsidiary produced 3,496 MT of Refined Lead Ingots and achieved a Total turnover of Rs. 65.36 Cr. coupled
with net profit after tax of Rs 2.05 Cr.

d. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a step-down subsidiary of the Company. This
subsidiary is engaged in Recycling of Lead Acid Battery Scrap, Aluminium and Plastic scrap. During the year under

review, this subsidiary produced 7,071 MT of Lead, 3,009 MT of Aluminium and 409 MT of Plastic Granules, and
achieved turnover of Rs. 219.73 Cr. coupled with net profit of Rs. 16.71 Cr.

e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This
subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium
Scrap. During the year under review, this subsidiary produced 20,429 MT of Lead and 1,633 MT of Plastic Granules
and 617 of Aluminium achieved turnover of Rs. 430.70 Cr. coupled with net profit Rs. 41.98 Cr.

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

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company, engaged in the business
of the Recycling of Lead Acid Battery Scrap and Aluminium scrap. During the year under review, this subsidiary
produced 2,591 MT of Lead & 3,551 MT of Aluminium Ingots and achieved turnover of Rs. 124.68 Cr. and incurred
a net loss of Rs. 4.25 Cr.

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

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

j. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and
is based at Singapore which is engaged in the trading business. During the year under review, this subsidiary
incurred net loss of Rs. 0.17 Cr.

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

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

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

n. Gravita Gulf DMCC, United Arab Emirates: Gravita Gulf DMCC, is a step-down subsidiary of the company
operating in United Arab Emirates. This subsidiary is engaged in trading business and management consultancy
services. During the year under review, the subsidiary has achieved turnover of Rs. 0.81 Cr. and incurred a net loss
of Rs. 0.18 Cr.

Other Subsidiaries:

The Company has some other Subsidiaries/Step down Subsidiaries which are under process of implementation of
projects/commercial production. The details of the same are given below:

> Noble Build Estate Private Limited, India

> Green Recyclers Mozambique LDA, Mozambique

> Recyclers South Africa (PTY) Ltd., South Africa

> Gravita Dominicana S.A.S., Dominicana Republic

> Green Recyclers LLC, Oman

> M/s Recycling Infotech LLP, India

> M/s Gravita Infotech, India

During the period under review and up to the approval of Board Report, the following stepdown
subsidiaries and Associate Company have been closed/ disinvested:

> Gravita Conakry SAU, Guinea

> Gravita Ventures Limited, Tanzania

> Recyclers Gravita Costa Rica SA, Costa Rica

> Gravita Jamaica Limited, Jamaica

> Gravita Ghana Limited, Ghana

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

4. Disclosures under Companies Act, 2013

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

b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at https://
www.gravitaindia.com/Upload/PDF/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES-DRAFT.pdf are below
mentioned subsidiaries of the company which fall under the criteria of material subsidiary:

> Gravita Netherlands BV

> Recyclers Ghana Limited

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

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

e) Directors'' Responsibility Statement:

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

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

b) They had selected such Accounting Policies and applied them consistently and made judgment and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as on 31^st March, 2025 and of the profit and loss of the company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

e) They had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f) Proper system had been devised by directors, to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

f) Declaration by Independent Directors and Statement on compliance of Code of Conduct:

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013,
and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules, 2014,
amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company including the independent directors
appointed during the financial year 2024-25, possess requisite qualifications, experience and expertise and they
hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies
Act, 2013 read with Rules made thereunder, the Securities and Exchange Board of India(Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”) and are eligible &
independent of the management. Further, as required under section 150(1) of the Companies Act, 2013 they have
registered themselves as Independent Directors in the independent director data bank.

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

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

h) Familiarization Programme for Independent Directors: The Company has Familiarization Programme for
Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the
Company, along with industry, business operations, business model, code of conduct and policies of the Company
etc. The Company conducts an introductory familiarization programme when a new Independent Director joins
the Board of the Company. New Independent Directors are provided with a copy of latest Annual Report, the
Company''s Code of Conduct, the Company''s Code of Conduct for Prevention of Insider Trading to let them have
an insight of the Company''s present status and their regulatory requirements. The induction comprises a detailed
overview of the business verticals of the Company and meetings with business heads / senior leadership team, and
with the Managing Director of the Company, apart from this, the company also conducts various familiarization
programmes as and when required. The detail of such familiarization programmes conducted is available on the
website of the company and can be accessed from the following web link: https://www.gravitaindia.com/Upload/
PDF/FAMILARIZATION-PROGRAMME-final.pdf

i) Nomination and Remuneration Policy:

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

The Nomination and Remuneration Policy has been amended to align with the recent regulatory changes. While
the core objectives of the policy remain unchanged, necessary modifications have been incorporated to ensure
compliance with the applicable legal framework.

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

j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation
17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual
evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including
Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the
Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive
Directors.

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

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

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

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

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

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

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

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

5. Corporate Governance

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

6. Statutory Auditor and Auditor''s Report

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

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

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

7. Cost Auditor and Cost Audit Report

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

The Company has received consent from M/s. K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor
for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their
independence and arm''s length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed
M/s. K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the
audit of Cost Records of the company for the Financial Year 2025-26, subject to ratification of remuneration by the
members in the ensuing Annual General Meeting.

During the period under review, the Cost Audit Report for the financial year 2023-24 was filed with Registrar of
Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which
require any clarification/explanation. Further, M/s. K.G. Goyal & Associates, Cost Accountants, were appointed as Cost
Auditors of the Company to submit the cost audit report for the financial year 2024-25 and the same will be filed with
the Registrar of Companies (Central Government) in due course.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section186 of
the Companies Act, 2013

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

9. Secretarial Auditor and Secretarial Audit Report

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

The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for
the financial year ended 31^st March, 2025 is set out in "Annexure-3" to this report.

10. Insider Trading Prevention Code

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

11. The conservation of energy, technology absorption, foreign exchange earnings and outgo

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014,
forms part of this Report as "Annexure-4".

12. Particulars of Employees and related disclosures

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended a statement showing the names
and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided
in the said rules are set out in the Board''s Report as an addendum thereto.

However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report
is being sent to the members of the Company excluding the aforesaid information. The said information is available
for inspection at the Registered Office of the Company during such working hours as are provided under the Articles
of Association of the Company and any member interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.

13. Appointment/Resignation of KMPs/Director

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

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

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

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

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

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

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

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

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

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

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

14. Consolidated Financial Statements and Cash Flow Statement

In accordance with the provisions of Companies Act, 2013, the Securities and Exchange Board of India(Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”) and
applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year
2024-25, together with the Auditors'' Report form part of this Annual Report.

15. Subsidiaries and Associates

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

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

16. Business Responsibility and Sustainable Report (BRSR):

The Company is also providing Business Responsibility and Sustainable Report as stipulated under the Listing Regulations,
the Business Responsibility and Sustainable Report(BRSR) describes about the initiatives taken by the Company from an
environmental, social and governance perspective and Business Responsibility policy can be accessed at https://www.
gravitaindia.com/Upload/PDF/business-responsibility-policy.pdf Further, Business Responsibility and Sustainable
Report for F.Y 2024-25 is available on website of the company and can be accessed with following link: https://www.
gravitaindia.com/investors/brsr.

17. Stock Appreciation Right Scheme

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

18. Management Discussion and Analysis Report

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

19. Deposit

The Company has not accepted any Deposits from public, shareholders or employees mentioned under section
73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period.
Additionally, the Company has never accepted deposits from public, shareholders or employees mentioned under
section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 therefore no amount is
unclaimed or outstanding for payment as on 31^st March, 2025.

20. Statement on compliances of applicable Secretarial Standards

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

21. Share Capital

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

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

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

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

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013" and the Rules made there under. Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at
workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization.

Further, during the FY 2024-2025

(a) Number of complaints of sexual harassment received: NIL

(b) Number of complaints disposed OFF: NA

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

23. Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (''IEPF
rules''),

- dividend which remains unclaimed for a period of seven years or more from the date of transfer to the ''Unpaid
Dividend Account'' of the Company shall be transferred along with interest accrued, if any, to the ''Investor Education
and Protection Fund'' (IEPF) established by the Central Government. Accordingly, the company has transferred a
sum of Rs. 53,926/- during the year (unclaimed for a period of seven years) to the said Fund on account of unpaid
dividend account.

- the Company is required to transfer shares to the IEPF Suspense Account in respect of which dividends remained
unpaid/ unclaimed for a period of seven consecutive years or more. In compliance to the said requirement, the
Company has transferred 1529 Equity shares to IEPF suspense account relating to the investors who have not
claimed any dividend from last 7 years.

The detail of the investors whose amount and shares are transferred is available on the website of the company https://
www.gravitaindia.com/investors/iepf

24. Remuneration/Commission by the Director:

During the period under review, Any Director of the Company has not received any commission from the Company.
Further, neither the Managing Director nor the Whole-time Director received any remuneration/commission from any
Subsidiary.

25. Credit Rating

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

26. Maternity Benefit

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

27. Miscellaneous:

Your Directors state that as there were no transactions/instances during the year under review therefore no disclosure
or reporting is required in respect of the following items:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Details relating to significant and material orders passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future.

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

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

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

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

28. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks,
Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors,
Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also
acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts
have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading
players in the recycling industry, in India and around the world.

For and on behalf of the Board of Directors

(Rajat Agrawal) (Yogesh Malhotra)

Chairman cum Managing Director Whole-time Director & CEO

DIN: 00855284 DIN: 05332393

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

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

---

Mar 31, 2024

We are delighted to present on behalf of Board of Directors of Gravita India Limited ("the Company”), the 32^nd Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31^st March 2024.

FINANCIAL PERFORMANCE					Amount (Rs. in Crores)
Particulars		Consolidated			Standalone
		2023-24	2022-23		2023-24	2022-23
Total Revenue		3160.75	2800.60		2679.07	2524.39
Operational Expenditure		2877.2	2602.99		2479.49	2424.96
Profit before Interest, Depreciation and Tax (EBIDTA)		283.55	197.61		199.58	99.43
Add: Other Income		77.81	93.08		53.21	59.72
Less: Finance Cost		49.22	39.14		31.21	32.21
Less: Depreciation and amortization expense		37.99	23.96		13.36	10.69
Less: Exceptional items		-	-		-	-
Profit Before Tax and share of (loss) in associate		274.15	227.59		208.22	116.25
Profit from Ordinary Activities Before Tax		274.15	227.59		208.22	116.25
Less: Provisions for Taxation Including Deferred Tax		31.87	23.50		28.60	15.10
Add: Share in Profit/(Loss) of Associate		-	(0.00)		-	(0.00)
Profit After Tax Before Non-Controlling Interest		242.28	204.09		179.62	101.15
Add: Other Comprehensive Income/ (Loss) Net of Tax		(11.43)	(0.34)		(1.62)	(0.51)
Less: Non-Controlling Interest		4.11	3.09		-	-
Total comprehensive income attributable to owners of the Holding Company		226.74	200.66		178.00	100.64

1. State of the company''s affair

During FY 24-25, the Indian economy is expected to demonstrate robust growth, continuing its recovery from the impacts of the COVID-19 pandemic. The GDP is projected to grow at a rate of approximately 7.0%, driven by a combination of strong domestic consumption, increased government spending on

infrastructure, and a rebound in the services and manufacturing sectors. The agricultural sector is also anticipated to perform well, contributing to rural income growth and overall economic stability. Additionally, the implementation of various economic reforms and digital initiatives is likely to enhance productivity and efficiency across industries. While challenges such as inflationary pressures and global economic uncertainties remain, India''s diversified economic base and proactive policy measures are expected to sustain its growth trajectory, solidifying its position as one of the fastest-growing major economies in the world.

The circular economy model, which focuses on minimizing waste and maximizing the reuse, recycling, and regeneration of materials, is gaining significant traction in India. The country''s market size for circular economy activities is substantial and rapidly expanding, driven by its large population and diverse industrial base. India''s role in the global circular economy is pivotal, with major strides in sectors such as e-waste management, plastic recycling, and sustainable agricultural practices. Government initiatives, like the Swachh Bharat Mission and policies promoting Extended Producer Responsibility (EPR), have accelerated the adoption of circular economy principles. The private sector is also increasingly embracing sustainable practices, with companies investing in advanced recycling technologies and innovative resource management strategies. As India continues to develop its circular economy, it not only addresses critical environmental challenges but also creates economic opportunities, fosters innovation, and enhances resource security, positioning itself as a key player in the global shift towards sustainable development. With these opportunities at hand, your Company is strategically positioned to take advantage of the upcoming prospects in the recycling industry. The Company has delivered a robust performance during the Financial Year 2023-24.

Consolidated Financial Summary:

• Consolidated Total Revenue stood at Rs. 3,161 crores in financial year 2023-24 as compared to Rs. 2,801 crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at Rs. 331 crores in financial year 2023-24 as compared to Rs. 286 crores in previous year.

• Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at Rs. 239 crores.

• Earnings Per Share of the Group stood at Rs. 34.88 per share.

Standalone Financial Summary:

• Total Revenue stood at Rs. 2,679 crores in financial year 2023-24 as compared to Rs. 2,524 crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at Rs. 234 crores in financial year 2023-24 as compared to Rs. 156 crores in previous year.

• Net Profit after Tax during the year is reported at Rs. 180 crores.

• Earnings Per Share of the Company stood at Rs. 26.01 share having face value of Rs. 2 each.

2. Dividend & Reserve

The Board of Directors of Company recommended the Dividend in the Board Meeting dated 01^st May, 2023 and shareholders in the Annual General Meeting dated 11^th September, 2023 declared the final dividend of Rs. 4.35 per share (217.50% of the face value of Rs. 2/- each) aggregate amounting to Rs. 30.03 Crores for the financial year ended 31^st March, 2023. The dividend paid to the members whose name appears in the Register of Members as at the closure of business hours of 04^th September, 2023 being the record date fixed for this purpose and further in respect of shares held in dematerialized form, it was paid to the members whose names were furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

Since Interim dividend is declared for FY 2024-25 in Board Meeting dated 30^th April, 2024. Therefore, Board of directors has not recommended final dividend for FY 2023-24.

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

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of Company and is engaged in the business of Manufacturing of Lead, PP Granules and trading of Aluminium Scrap. During the year under review, this subsidiary has produced 4,585 MT of Lead and 398 MT of Plastic Granules. This subsidiary achieved turnover of Rs. 101.61Cr. and reported net profit of Rs. 8.74 Cr. during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step-down subsidiary of Company. The subsidiary is engaged in the business of Manufacturing of Lead, PP Granules & Aluminium Ingots. During the year under review, this plant produced 5,717 MT of Re-Melted Lead Ingots, 1,643 MT of Aluminium Ingots and 239 MT of Plastic Granules and achieved a turnover of Rs.163.50 Cr. coupled with net loss of Rs. 5.38 Cr.

c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a step-down subsidiary of the Company operating in Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review, this subsidiary produced 3,820 MT of Refined Lead Ingots and achieved a Total turnover of Rs. 72.95 Cr. coupled with net profit after tax of Rs. 6.44 Cr.

d. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a step-down subsidiary of the Company. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap and Aluminium. During the year under review, this subsidiary produced 7,552 MT of Lead, 3,455 MT of Aluminium and 57 MT of Plastic Granules, and achieved turnover of Rs. 227.91 Cr. coupled with net profit of Rs. 23.45 Cr.

e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium Scrap. During the year under review, this subsidiary produced 18,681 MT of Lead and 1,375 MT of Plastic Granules and achieved turnover of Rs. 378.60 Cr. coupled with net profit Rs. 26.19 Cr.

f. Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a step-down subsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling of Aluminium. During the year under review, this subsidiary produced 3,303 MT of Aluminium Ingots and achieved turnover of Rs. 75.94 Cr. coupled with net profit of Rs. 7.64 Cr.

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company, engaged in the business of Recycling of Lead Acid Battery scrap and aluminium scrap. During the year under review, this subsidiary produced 715 MT of Lead & 1024 MT of Aluminium Ingots and achieved turnover of Rs. 38.58 Cr. and incurred a net loss of Rs. 14.32 Cr.

h. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step-down subsidiary of Gravita India Limited. This subsidiary is engaged in trading Business. During the year under review, this subsidiary achieved turnover of Rs. 907.20 Cr. coupled with net loss of Rs. 4.07 Cr.

i. Gravita USA Inc, USA: Gravita USA Inc. is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review, this subsidiary achieved turnover of Rs.12.89 Cr. coupled with net loss of Rs. 0.08 Cr.

j. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review, this subsidiary achieved turnover of Rs. 7.16 Lacs Coupled with net profit of Rs.1.61 Lacs.

k. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company which is engaged in recycling and trading of Lead Acid Battery Scrap for producing Re-Melted Lead Ingots, PP Chips etc. During the year under review, this wholly-owned subsidiary incurred net loss of Rs. 0.15 Cr.

l. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Aluminum scrap. During the year under review, this subsidiary incurred net loss of Rs. 0.02 Cr.

m. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of Specific Lead Alloys. During the year under review, this subsidiary produced 2,815 MT of Lead and has achieved a turnover of Rs. 56.63 Cr. and earned a net profit of Rs. 2.48 Cr.

n. Gravita Infotech Limited, India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. In this financial year, Company achieved turnover of Rs. 0.12 Cr. coupled with net loss of Rs. 0.12 Cr.

o. M/s Gravita Infotech, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% stake in this firm. This firm is engaged in business of Information Technology. During the year under review, this firm incurred net loss of Rs. 0.01 Cr.

p. M/s Recycling Infotech LLP, India: Gravita India Limited along with its wholly owned subsidiary Company holds 100% stake in this LLP Recycling Infotech LLP is engaged in business related to E-Marketing database collection etc. The LLP incurred net loss of Rs. 0.20 Lacs.

q. Other Subsidiaries:

The Company has some other Subsidiaries/Step down Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:

> Noble Build Estate Private Limited, India

> Gravita Conakry SAU, Conakry

> Green Recyclers Mozambique LDA, Mozambique

> Gravita Gulf DMCC, United Arab Emirates

> Recyclers South Africa (PTY) Ltd., South Africa

> Gravita Dominicana S.A.S., Dominicana Republic

> Green Recyclers LLC, Oman

r. During the period under review and up to the approval of Board Report, the following stepdown subsidiaries and Associate Company have been closed/ disinvested:

¦ Gravita Nicaragua S.A.

¦ Gravita Mali SA, Mali

¦ Gravita Jamaica Limited

¦ Recyclers Costa rica S.A.

Further as on 31^st March 2024 company has not made any investment in Joint Venture.

4. Disclosures under Companies Act, 2013

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

b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at https://www. gravitaindia.com/Upload/PDF/Material-Subsidiary.pdf

Further, below mentioned subsidiaries of the company falls under the criteria of material subsidiary:

> Gravita Netherlands BV

> Recyclers Ghana Limited

c) Number of Board Meetings: During the year under review, the Board of Directors of the company met 6 (Six) times on following dates: 1^st May, 2023; 20^th June, 2023; 24^th July, 2023; 31^st October, 2023; 23^rd January, 2024 and 28^th March, 2024. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended.

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

e) Directors'' Responsibility Statement:

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

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

b) They had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the profit and loss of the company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) Proper system had been devised by directors, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) Declaration by Independent Directors and Statement on compliance of Code of Conduct:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules, 2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150(1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank.

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

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

h) Familiarization Programme for Independent Directors: The Company has Familiarization Programme for Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Programme has been disclosed on the website of the Company. The company''s policy on familiarization programme is available on following web link: https://www.gravitaindia.com/Upload/PDF/ Familarization-Policy.pdf. The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with a copy of

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

i) Nomination and Remuneration Policy: The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are formulated by the Nomination and Remuneration Committee. The salient features of the said policy can be accessed through Company''s website from the following web link: https://www.gravitaindia.com/Upload/PDF/nomination-remuneration-policy.pdf

j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors.

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

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

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

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

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

m) Corporate Social Responsibility(CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 directors viz Mr. Dinesh Kumar Govil (DIN: 02402409) (Chairman); Mr. Rajat Agrawal (DIN: 00855284) (Member) and Mr. Yogesh Malhotra (DIN: 05332393) (Member). The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. Annual Report on CSR on activities undertaken by the company and amount spent on them is attached as Annexure-2. For a detailed Corporate Social Responsibility policy please refer the website link https://www.gravitaindia.com/Upload/PDF/csr-policy.pdf

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

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

5. Corporate Governance

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

6. Statutory Auditor and Auditor''s Report

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No 001076N / N500013) were appointed as the Statutory auditors of the company at the 27^th Annual General Meeting of the Company held on 20^th September, 2019, for a period of five years from the conclusion of the 27^th AGM till the conclusion of the 32^nd Annual General Meeting.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No 001076N / N500013) will complete their first term of 5 consecutive years as the Statutory Auditor of the Company at the ensuing 32^nd Annual General Meeting. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the reappointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N / N500013) as the Statutory Auditors of the Company for second term of 5 years from the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM.

Further, M/s. Walker Chandiok & Co. LLP, Chartered Accountants has confirmed their consent/willingness and eligibility under the provisions of the Companies Act, 2013 read-with Rules made thereunder (the Act). They have also confirmed that they meet the criteria for re-appointment specified in Section 141 and all other applicable provisions of the Companies Act, 2013. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to said Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

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

Further, the Auditors have issued a qualified opinion on the Financial Statements for the financial year ended on 31^st March, 2024.

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 44 to the Standalone Financial Statement and Note No. 44 to the Consolidated Financial Statement.

7. Cost Auditor and Cost Audit Report

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

The Company has received consent from M/s K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm''s length relationship.

The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has reappointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records of the company for the Financial Year 2024-25, subject to ratification of remuneration by the members in the ensuing Annual General Meeting.

During the period under review, the Cost Audit Report for the financial year 2022-23 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation. Further, M/s. K.G. Goyal & Associates, Cost Accountants, were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2023-24 and the same will be filed with the Registrar of Companies (Central Government) in due course.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below:

S. No.	Name of Person / Body Corporate	Nature (Loan / Guarantee/ Security / Acquisition)	Particulars of Loan given / Investment made, or Guarantee made	Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient
1	Gravita Netherlands B.V., a step down subsidiary of the Gravita India Limited	Guarantee	Corporate guarantee in favour of Gravita Netherlands B.V. amounting to 36.60 Million Euro equivalent to Rs. 329.93 Cr. for securing term loan facility of up to 34 Million Euro granted to Gravita Netherlands B.V. at rate of interest of EURIBOR 295 BPS	For Business purpose

Apart from above, company has not given any Loan or provided any security pursuant to Section 186 of Companies Act, 2013 during F.Y. 2023-24.

9. Secretarial Auditor and Secretarial Audit Report

FCS Akshit Kr. Jangid, Partner of M/s Pinchaa & Co., Practicing Company Secretaries, Jaipur has been appointed as "Secretarial Auditors” of the Company to conduct Secretarial Audit and to prepare "Secretarial Audit Report” of the Company for the Financial Year 2023-24.

The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is set out in "Annexure-3" to this report.

10. Insider Trading Prevention Code

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

11. The conservation of energy, technology absorption, foreign exchange earnings and outgo

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report as "Annexure-4".

12. Particulars of Employees and related disclosures

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board''s Report as an addendum thereto.

However, in terms of provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. Appointment/Resignation of KMP''s/Director

There was no appointment/Resignation of KMP''s/Director during the F.Y. 2023-24. However, In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogesh Malhotra (DIN: 05332393) is liable to retire by rotation and is eligible for re-appointment in the ensuing Annual General Meeting.

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

Mr. Arun Kumar Gupta (DIN: 02749451) completed his second term of office as Independent Director of the Company on 30^th June, 2024. The Board placed on record his appreciation for the services rendered by him during his tenure as an Independent Director of the Company.

Further, On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 30^th April, 2024 has approved the appointment of Mr. Satish Kumar Agrawal (DIN: 10462319) for a period of Five years subject to approval of the shareholders through postal ballot.

Also, On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 13^th May, 2024 has approved the appointment of Mr. Ashok Jain (DIN: 01641752) as Independent Director of the Company for a period of Five years subject to approval of the shareholders through postal ballot.

On June 14, 2024, the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr. Satish Kumar Agrawal (DIN: 10462319) and Mr. Ashok Jain (DIN: 01641752) as Independent Directors for a period of Five years w.e.f. 1^st July, 2024.

14. Consolidated Financial Statements and Cash Flow Statement

In accordance with the provisions of Companies Act, 2013, the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors'' Report form part of this Annual Report.

15. Subsidiaries and Associates

The Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Companies Act, 2013 which forms part of the Annual Report. Further, the report on the performance and financial position of each

of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report in "Annexure -6".

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

16. Business Responsibility and Sustainable Report (BRSR):

The Company is also providing Business Responsibility and Sustainable Report as stipulated under the Listing Regulations, the Business Responsibility and Sustainable Report(BRSR) describes about the initiatives taken by the Company from an environmental, social and governance perspective and Business Responsibility policy can be accessed at https://www. gravitaindia.com/Upload/PDF/business-responsibility-policy.pdf

Further, Business Responsibility and Sustainable Report for F.Y. 2023-24 is available on website of the company and can be accessed with following link: https://www.gravitaindia.com/investors/brsr

17. Stock Appreciation Right Scheme

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (''SEBI Regulations''), the Compensation Committee of Board, inter alia, administered and monitored the Gravita Stock Appreciation Rights Scheme 2017 of your Company. Further, the Board of Directors at its meeting held on 20^th June, 2023 has taken on record the termination of the Gravita Stock Appreciation Rights Scheme - 2017 ("Scheme”) and this decision made by the Compensation Committee of the Company. Further disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, for the financial year ended 31^st March, 2024 are available on website of the Company https://www.gravitaindia.com/Upload/PDF/ESOP-Disclosure-2024.pdf

Further, A certificate from the Secretarial Auditor on the implementation of your Company''s Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members

18. Management Discussion and Analysis Report

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

19. Deposit

The Company has not accepted any Deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period. Additionally, company has never accepted deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 therefore no amount is unclaimed or outstanding for payment as on 31^st March, 2024.

Further, During the period under review, the Company has taken unsecured loan of Rs. 55.00 Cr. from Mr. Rajat Agrawal (DIN: 00855284), Managing Director of the Company pursuant to Rule 2(1)(c) (viii) of Companies (Acceptance of Deposits) Rules, 2014 and also received a declaration from Mr. Rajat Agrawal (DIN: 00855284), Managing Director of the Company that the amount has not been given out of the funds acquired by him by borrowing or accepting loan or deposits from other(s).

20. Statement on compliances of applicable Secretarial Standards

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

21. Share Capital

The Authorized Capital of the Company is Rs. 17,00,00,000 and paid up capital of the Company is Rs.13,80,75,828 as on 31^st March, 2024. During the year under review, there is no change in the capital structure since the previous year.

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules made there under. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formed an "Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2023-2024.

23. Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (''IEPF rules''),

- dividend which remains unclaimed for a period of seven years or more from the date of transfer to the ''Unpaid Dividend Account'' of the Company shall be transferred along with interest accrued, if any, to the ''Investor Education and Protection Fund'' (IEPF) established by the Central Government. Accordingly, the company has transferred a sum of Rs. 25,951/- during the year (unclaimed for a period of seven years) to the said Fund on account of unpaid dividend account.

- the Company is required to transfer shares to the IEPF Suspense Account in respect of which dividends remained unpaid/ unclaimed for a period of seven consecutive years or more. In compliance to the said requirement, the Company has transferred 349 Equity shares to IEPF suspense account relating to the investors who have not claimed any dividend from last 7 years.

The detail of the investors whose amount and shares are transferred is available on the website of the company https:// www.gravitaindia.com/investors/iepf

24. Remuneration/Commission by the Director:

During the period under review, Any Director of the Company has not received any commission from the Company. Further, neither the Managing Director nor the Whole-time Director received any remuneration/commission from any Subsidiary.

25. Credit Rating

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

26. Miscellaneous:

Your Directors state that as there were no transactions during the year under review therefore no disclosure or reporting is required in respect of the following items:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP''s referred to in this Report.

• Details relating to significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

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

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

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

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

27. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors,

Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.

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Mar 31, 2023

We are delighted to present on behalf of Board of Directors of Gravita India Limited ("the Company"), the 31st Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31st March, 2023.

CONSOLIDATED FINANCIAL PERFORMANCE (Rs. in Crores)
Particulars	Amount
	2022-23	2021-22
Total Revenue	2,800.60	2,215.87
Operational Expenditure	2,602.99	2,004.96
Profit before Interest, Depreciation and Tax(EBIDTA)	197.61	210.91
Add: Other Income	93.08	7.84
Less: Finance Cost	39.14	33.55
Less: Depreciation and amortization expense	23.96	20.56
Less: Exceptional items	-	-
Profit Before Tax and share of (loss) in associate	227.59	164.64
Profit from Ordinary Activities Before Tax	227.59	164.64
Less: Provisions for Taxation Including Deferred Tax	23.50	16.19
Add: Share in Profit/(Loss) of Associate	(0.00)	(0.00)
Profit After Tax Before Non-Controlling Interest	204.09	148.45
Add: Other Comprehensive Income/ (Loss) Net of tax	(0.34)	(1.72)
Less: Non-Controlling Interest	3.09	4.98
Total comprehensive income attributable to owners of the Holding Company	200.66	141.75
APPROPRIATION:
Interim Dividend 2021-221	-	23.83
Interim Dividend 2022-23	-	-
Balance Carried to Balance Sheet	200.66	117.92

more businesses aiming to find alternative and cost-cutting elements of production, recycled products are equally gaining the demand. India has the required infrastructure in place and if we can capitalize on these resources, it can generate an unimaginable amount of revenue, employment opportunities, and a lesser carbon footprint. On the back of these opportunities, your Company is well-positioned to capitalise on the upcoming opportunities in the recycling industry space. The Company has delivered steady performance during the Financial Year 2022-23 despite a subdued macro-environment.

Consolidated Financial Summary:

• Consolidated Total Revenue stood at '' 2,801 Crores as compared to '' 2,216 Crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at '' 286 Crores in financial year 2022-23 as compared to '' 215 Crores in previous year.

• Net Profit after Tax and Minority Interest (excluding other comprehensive income) during the year stood at '' 201 Crores.

• Earnings Per Share of the Group stood at '' 29.72 per share.

Standalone Financial Summary:

• Total Revenue stood at '' 2,524 Crores as compared to '' 1,894 Crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax stood at '' 156 Crores in financial year 2022-23 as compared to '' 83 Crores in previous year.

• Net Profit after Tax during the year is reported at '' 101 Crores.

• Earnings Per Share of the Company stood at '' 14.65 per share having face value of '' 2 each.

2. Dividend & Reserve

The Board of Directors of Company has recommended final dividend @ 217.50% ('' 4.35 per equity share) amounting to '' 30.03 Crores in the Board Meeting dated 1st May, 2023 and it would be paid if, final dividend is approved at the Annual General Meeting. The dividend to be paid to the members whose name appears in the Register of Members as at the closure of business hours of Monday, 4th September, 2023 being the record date fixed for this purpose and further in respect of shares held in dematerialized form, it is to be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The policy is uploaded on Company''s website and can be accessed at the link : http://gravitaindia.com/wpcontent/uploads/pdf/FY21/Dividdend%20Distribution.pdf

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step-down subsidiary of the Company and is engaged in the business of Manufacturing of Re-Melted Lead, PP Granules and trading of Aluminium Scrap. During the year under review this subsidiary has produced 5,263 MT of Re-Melted Lead and 410 MT of Plastic Granules. This subsidiary achieved turnover of '' 119.34 Cr and reported net profit of '' 8.80 Cr during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step-down subsidiary of the Company. The subsidiary is engaged in the business of Manufacturing of Re-Melted Lead, PP Granules & Aluminium Ingots. During the year under review this plant produced 5,924 MT of Re-Melted Lead Ingots, 978 MT of Aluminium Ingots and 289 MT of Plastic Granules, and achieved a turnover of '' 122.46 Cr coupled with net profit of '' 13.12 Cr.

c. Navam Lanka Ltd, Sri Lanka: Navam Lanka Limited is a step-down subsidiary of the Company operating in Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead

Ingots. During the year under review this subsidiary produced 1,975 MT of Refined Lead Ingots and ReMelted Lead Ingots and achieved a total turnover of '' 35.65 Cr coupled with net profit after tax of '' 6.23Cr.

d. Gravita Tanzania Limited, Tanzania: Gravita Tanzania Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Re-Melted Lead and Aluminium. During the year under review this subsidiary produced 6,470 MT of Lead and 4,162 MT of Aluminium and achieved turnover of '' 213.51 Cr coupled with net profit of '' 13.49 Cr.

e. Recyclers Ghana Limited, Ghana: Recyclers Ghana Limited is a step-down subsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead, Lead Alloys, Plastic Granules and trading of Aluminium Scrap. During the year under review this subsidiary produced 16,273 MT of Lead and 434 MT of Plastic Granules and achieved turnover of '' 385.13 Cr coupled with net profit '' 46.02 Cr.

f. Mozambique Recyclers LDA, Mozambique: Mozambique Recyclers LDA is a step-down subsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling of Aluminium. During the year under review this subsidiary produced 3,062 MT of Aluminium Ingots and achieved turnover of '' 103.55 Cr coupled with net profit of '' 21.38 Cr.

g. Gravita Togo SAU, Togo: Gravita Togo SAU is a step-down subsidiary of the Company. During the year under review this subsidiary produced 1,237 MT of Aluminium Ingots and achieved turnover of '' 17.78 Cr and incurred a net loss of '' 0.84 Cr.

h. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step-down subsidiary of the Company. This subsidiary is engaged in recycling of plastic waste and Trading of Battery Scrap. During the year under review this subsidiary produced 2,907 MT of Plastic and achieved turnover of '' 33.48 Cr and incurred a net loss of '' 4.33 Cr.

i. Gravita Jamaica Limited, Jamaica: Gravita Jamaica Limited is a step-down subsidiary of the Company. This subsidiary is engaged in recycling of plastic waste. During the year under review this subsidiary achieved turnover of '' 1.41 Cr and incurred a net loss of '' 0.15 Cr.

j. Recyclers Gravita Costa Rica SA, Costa Rica: Recyclers Gravita Costa Rica SA is a step-down subsidiary of the Company. This subsidiary is engaged in trading of plastic waste. During the year under review this subsidiary achieved net profit of '' 0.38 Cr.

k. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step-down subsidiary of the Company. This subsidiary is engaged in trading Business. During the year under review this subsidiary achieved turnover of '' 417.94 Cr coupled with profit of '' 2.85 Cr.

l. Gravita USA Inc, USA: Gravita USA Inc. is a step-down subsidiary of the Company. This subsidiary is engaged in trading of Lead, Aluminium and Plastic. During the year under review this subsidiary achieved turnover of '' 29.16 Cr coupled with net profit of '' 0.46 Cr.

m. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review this subsidiary has incurred net loss of '' 0.08 Cr.

n. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company. The subsidiary is engaged in recycling and trading of Lead Acid Battery Scrap for producing Re-Melted Lead Ingots, PP Chips etc. During the year under review this plant achieved a net profit of '' 0.14 Cr.

o. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step-down subsidiary of the Company. This subsidiary is engaged in trading of AIuminum scrap. During the year under review this subsidiary incurred net loss of '' 0.06 lacs.

p. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary the Company holds 100% stake in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of specific Lead Alloys. During the year under review this subsidiary produced 3,166 MT of Lead and has achieved a turnover of '' 70.53 Cr. and incurred a net loss of '' 0.12 Cr.

q. Gravita Infotech Limited, India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. In this financial year Company incurred net loss of '' 0.42 Cr.

r. M/s Gravita Infotech, India: Gravita India Limited together with its subsidiary holds 100% stake in this firm. This firm is engaged in business of Information Technology. During the year under review the firm incurred net loss of '' 0.01 Cr.

s. M/s Recycling Infotech LLP, India: Gravita India Limited together with its subsidiary holds 100% stake in this LLP. Recycling Infotech LLP is engaged in business related to E-Marketing database collection etc. The LLP incurred net loss of '' 0.09 Lacs.

t. Other Subsidiaries:

The Company has some other Subsidiaries/Step down Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:

> Noble Build Estate Private Limited, India

> Gravita Mali SA, Mali

> Gravita Conakry SAU

> Green Recyclers Mozambique LDA, Mozambique

u. Before approval of Board Report, the following stepdown subsidiary and Associate Company have been closed/ disinvested:

¦ Gravita Nicaragua SA

¦ Pearl Landcon Private Limited

Further as on 31st March 2023 the Company has not made any investment in Joint Venture.

4. Disclosures under Companies Act, 2013

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

b) Material Subsidiaries:

The policy for determining material subsidiaries may be accessed on the website of the Company at http://www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy.pdf. There are below mentioned subsidiaries of the Company which fall under the criteria of material subsidiary:

> Gravita Netherlands BV

> Gravita Tanzania Limited

> Recyclers Ghana Limited

c) Number of Board Meetings: During the year under review, the Board of Directors of the Company met 5 (Five) times on following dates: 19th May, 2022, 2nd August, 2022, 2nd November, 2022, 23rd January, 2023, 31st March, 2023. Further the detail of the attendance of each of the Directors has been provided in Corporate Governance Report which forms integral part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, as amended.

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

e) Directors'' Responsibility Statement

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

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

b) They had selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the profit and loss of the Company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) Proper system had been devised by directors, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) Declaration by Independent Directors and Statement on compliance of Code of Conduct:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013, and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and also a declaration under Rule-6 of the companies (appointment and qualification of directors) Rules, 2014, amended as on date has been received from all the independent directors.

Further, in the opinion of the Board, Independent Directors of the Company are persons of high integrity, expertise and experience and thus qualify to be appointed/continue as Independent Directors of the Company. Further, as required under section 150 (1) of the Companies Act, 2013 they have registered themselves as Independent Directors in the independent director data bank.

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

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

h) Familiarization Programme for Independent Directors: The Company has Familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, duties and responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The Company''s policy on familiarization programme is available on following web link: http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-policy.pdf. The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with a copy of latest Annual Report, the Company''s Code of Conduct, the Company''s Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company''s present status and their regulatory requirements. The induction

comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company, apart from this, the Company also conducts various familiarization programmes as and when required. The detail of such familiarization programmes conducted is available on the website of the Company and can be accessed from the following web link: http://www.gravitaindia.com/wp-content/uploads/pdf/familiarization-programme.pdf.

i) Nomination and Remuneration Policy: The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are formulated by the Nomination and Remuneration Committee. The salient features of the said policy can be accessed through Company''s website from the following web link: http://www.gravitaindia. com/wp-content/uploads/pdf/nomination-remuneration-policy.pdf

j) Annual Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors.

The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each Director in the affairs of the Company, duties performed by each Director and targets achieved by Company during the year.

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

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

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

m) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The Committee comprises of 3 directors viz Mr. Dinesh Kumar Govil (DIN: 02402409) (Chairman), Mr. Rajat Agrawal (DIN: 00855284) (Member), Mr. Yogesh Malhotra (DIN: 05332393) (Member). The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. Annual Report on CSR on activities undertaken by the Company and amount spent on them is attached as "Annexure-2". For a detailed Corporate Social Responsibility policy please refer the website link http://www.gravitaindia.com/wp-content/uploads/pdf/csr-policy.pdf.

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

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

. Corporate Governance

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

. Statutory Auditor and Auditor''s Report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting of the Company held on 20th September, 2019, for a period of five years from the conclusion of the 27th AGM till the conclusion of the 32nd Annual General Meeting.

Further, there are no qualification(s) or adverse remark(s) in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and need no further explanation.

. Cost Auditor and Cost Audit Report

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

The Company has received consent from M/s. K.G. Goyal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independence and arm''s length relationship.

The Board of Directors of the Company, on the recommendations given by the Audit Committee, has reappointed M/s. K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the Company for the Financial Year 202324, subject to ratification of remuneration by the members in the ensuing Annual General Meeting.

During the period under review, the Cost Audit Report for the financial year 2021-22 was filed with Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report which require any clarification/explanation.

8. Particulars of Loans given, Investments made, guarantees given and Securities provided under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below:

S. No.	Name of Person / Body Corporate	Nature (Loan / Guarantee/ Security / Acquisition)	Particulars of Loan given / Investment made, or Guarantee made	Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient
1	Noble Build Estate Private Limited	Loan	Loan of Rs. 33,00,000/-at an interest rate of 10.00% per annum	For Business Purpose.

Apart from above, Company has not provided any guarantee or security pursuant to Section 186 of Companies Act, 2013 during F.Y. 2022-23.

9. Secretarial Auditor and Secretarial Audit Report

FCS Akshit Kr. Jangid, Partner of M/s. Pinchaa & Co., Practicing Company Secretaries, Jaipur has been appointed as "Secretarial Auditors" of the Company to conduct Secretarial Audit and to prepare "Secretarial Audit Report" of the Company for the Financial Year 2022-23.

The comments referred to in the report of the Secretarial auditor are self-explanatory. The Secretarial Audit Report for the financial year ended 31st March, 2023 is set out in the "Annexure-3" to this report.

10. Insider Trading Prevention Code

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

11. The conservation of energy, technology absorption, foreign exchange earnings and outgo

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report as "Annexure-4".

12. Particulars of Employees and related disclosures

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board''s Report as an addendum thereto.

However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during such working hours as are provided under the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. Appointment/Resignation of KMP''s/Director

There was no Appointment/Resignation of KMP''s/Director during the F.Y. 2022-23. However, In accordance with provisions of the Act and the Articles of Association of the Company, Dr. Mahavir Prasad Agarwal

(DIN: 00188179) is liable to retire by rotation and is eligible for re-appointment in the ensuing Annual General Meeting.

14. Consolidated Financial Statements and Cash Flow Statement

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors'' Report form part of this Annual Report.

15. Subsidiaries and Associates

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

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

16. Business Responsibility and Sustainable Report (BRSR):

The Company is also providing Business Responsibility and Sustainable Report as stipulated under the Listing Regulations, the Business Responsibility and Sustainable Report(BRSR) describes about the initiatives taken by the Company from an environmental, social and governance perspective and it is put up on the Company''s website and can be accessed at https://gravitaindia.com/wp-content/uploads/pdf/BRpolicy.pdf . The BRSR is attached as "Annexure-7".

17. Stock Appreciation Right Scheme

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (''SEBI Regulations''), the Compensation Committee of Board, inter alia, administers and monitors Gravita Stock Appreciation Rights Scheme 2017 of your Company. A certificate from the Secretarial Auditor on the implementation of your Company''s Gravita Stock Appreciation Rights Scheme 2017 will be placed at the ensuing Annual General Meeting for inspection by the Members. Further disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 formerly known as SEBI (Share Based Employee Benefits) Regulations, 2014, for the financial year ended 31st March, 2023 are available on website of the Company https://www.gravitaindia. com/investors/esop-disclosure/

18. Management Discussion and Analysis Report

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

19. Deposit

The Company has not accepted any Deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period. Additionally, the Company has never accepted deposits from public, shareholders or employees mentioned under section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 therefore no amount is unclaimed or outstanding for payment as on 31st March, 2023.

20. Statement on compliances of applicable Secretarial Standards

In requirement of Para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

21. Share Capital

The Authorized Capital of the Company was '' 17,00,00,000 and paid up capital of the Company was '' 13,80,75,828 as on 31st March, 2023. During the year under review, there is no change in the capital structure since the previous year.

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and the Rules made there under. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2022-2023.

23. Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (''IEPF rules''),

- dividend which remains unclaimed for a period of seven years or more from the date of transfer to the ''Unpaid Dividend Account'' of the Company shall be transferred along with interest accrued, if any, to the ''Investor Education and Protection Fund'' (IEPF) established by the Central Government. Accordingly, the Company has transferred a sum of Rs. 1,57,071/- during the year (unclaimed for a period of seven years) to the said Fund on account of unpaid dividend account.

- the Company is required to transfer shares to the IEPF Suspense Account in respect of which dividends remained unpaid/ unclaimed for a period of seven consecutive years or more. In compliance to the said requirement, the Company has transferred 655 Equity shares to IEPF suspense account relating to the investors who have not claimed any dividend from last 7 years.

The detail of the investors whose amount and shares are transferred is available on the website of the Company https://www.gravitaindia.com/investors/iepf-details.

24. Remuneration/Commission by the Director:

During the period under review, Any Director of the Company has not received any commission from the Company. Further, neither the Managing Director nor the Whole-time Director received any remuneration/ commission from any Subsidiary.

25. Credit Rating

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

26. Miscellaneous:

Your Directors state that as there were no transactions during the year under review therefore no disclosure or reporting is required in respect of the following items:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP''s referred to in this Report.

• Details relating to significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

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

• Details related to change in nature of business of the Company.

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

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

27. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.

1

It does not include the amount paid to Gravita employee welfare trust by Holding Company.

1. State of Company''s Affairs- The Indian economy firmly established itself as the fastest growing entity among the major economies, amid global headwinds stifling the momentum of the global growth. The nation posted this significant growth that is majorly backed by private sector''s spending, and intensified government efforts to improve the country''s infrastructure. According to the second advance estimates released by the National Statistical Office (NSO) in January this year India''s real GDP growth for FY23 is placed at 7.0%, driven by private consumption and public investment. Though elevated core inflation managed to retain RBI''s tighter stance in the economy, the inflationary forecast by the same is showing the silver line of optimism in the current scenarios. RBI is anticipating inflation to move closer to the moderate level in the first half of 2023-24 as the domestic demand is more likely to increase during the period. A good rabi crop should strengthen rural demand, while sustained buoyancy in contact-intensive services should support urban demand. The government''s thrust on capital expenditure, above trend capacity utilization in manufacturing, double digit credit growth and the moderation in commodity prices are expected to bolster manufacturing and investment activity.

The definition of waste has changed over time. Waste is no longer considered as trash or abandoned material, but as an asset or resource that can generate revenues in crores. According to the ministry of environment, forest, and climate change, under the government of India, India is the fifth-largest economy in the world. The nation generates approximately 62 million tons of waste with an average annual growth rate of 4%. It is estimated that waste management in India is potentially a $15 billion industry. With more and

---

Mar 31, 2018

To

The Members of Gravita India Limited

The are delighted to present on behalf of Board of Directors, the 26^th Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31^st March, 2018.

CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in lacs)

Particulars	As at	As at
	31st March, 2018	31st March, 2017
Total Revenue	1,02,947.90	68,813.50
Operational Expenditure	94,078.47	63,276.73
Profit Before Interest, Depreciation and Tax (EBIDTA)	8,869.49	5,536.77
Add: Other Income	158.79	262.97
Less: Interest	1,740.36	861.31
Less: Depreciation	869.01	585.32
Profit Before Tax	6,418.91	4,353.11
Profit from Ordinary Activities Before Tax	6,418.91	4,353.11
Less: Provisions for Taxation Including Deferred Tax	1,655.04	838.66
Profit After Tax before Non-Controlling Interest	4,763.87	3,514.45
Add: Other Comprehensive Income	107.52	(227.38)
Add: Share in Profit of Associates	0.10	(0.81)
Less: Minority Share in Profit & Loss	350.33	231.94
Profit Available for Appropriation APPROPRIATION:	4,521.16	3,054.32
Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets	-	-
Proposed for Dividend	481.23	410.81
Corporate Tax on Dividend	97.97	83.63
Balance Carried to Balance Sheet	3,941.96	2,559.88

1. State of Affairs

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India’s GDP increased by 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19. Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Government has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy, to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Various initiatives of Government like demonetization, GST has helped in transforming the business of manufacturing sector from unorganized to organized.

During Financial Year 2017-18 the company increased its overall production capacity and significant improvements have been done in capacity utilization .Apart from this the company has also ventured into the business of plastic recycling by setting up recycling units in India and abroad. Financial Year 2017-18 stood as a milestone achieving year where company sustained its performance, success and growth along with other group companies particularly in its core area of Recycling. The company has recorded a strong revenue and margin performance. The significant milestones achieved by your company during the year are as under:

Consolidated Results:

- Consolidated Total Revenue stood at RS.1029.48 crores

- Operating Profit before Interest, Depreciation and Tax stood at RS.88.69 crores in financial year 2017-18 as compared to RS. 55.37 crores in previous year.

- Net Profit after Tax and Minority Interest during the year stood at RS.45.21 crores.

- Earnings Per Share of the Company stood at RS.6.42 per share having face value of RS.2 each.

- Cash Profit during the year stood at RS.59.82 crores. Standalone Results:

- Total Revenue stood at RS.796.57 crores as compared to RS.557.68 crores in the previous year.

- Operating Profit before Interest, Depreciation and Tax stood at RS.55.80 crores in financial year 2017-18 as compared to RS.37.38 crores in previous year.

- Net Profit after Tax during the year is reported at RS.25.46 crores as compared to last year’s PAT of RS.22.99 crores.

- Earnings Per Share of the Company stood at RS.3.71 per share having face value of RS.2 each.

- Cash Profit during the year stood at RS.34.08 crores.

2. Dividend

The Board of Directors of your Company has recommended payment of final dividend @ 35 % (RS.0.70 per equity share) amounting to RS.481.23 Lacs. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours of Friday, 24^th August, 2018 and in respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step down subsidiary of Gravita India Limited and is engaged in the business of Manufacture of Re-melted Lead & PP Chips. During the year under review this subsidiary has produced 3828 MT of Re-melted Lead Ingots and achieved a turnover of RS.72.12 crores against RS.42.61 crores in last year and reported a Net profit of RS.7.56 crores during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Limited. The subsidiary is engaged in recycling of Lead Acid battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review this plant produced 3424 MT of Re-melted Lead Ingots and achieved a turnover of RS.49.93 crores coupled with Net profit of RS. 8.50 crores.

c. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is a step down subsidiary of Gravita India Limited operating in Sri Lanka for more than a decade. It is the largest producer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the year under review this subsidiary produced 3527 MT of Refined Lead Ingots and Re-melted Lead Ingots and achieved a Total turnover of RS.54.53 crores coupled with Net Profit after Tax of RS.7.58 crores.

d. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review this plant produced 1150 MT of Re-melted Lead Ingots and delivered revenue of RS.49.91 crores and incurred a Net Profit of RS.0.25 crores.

e. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step down subsidiary of the Company. This subsidiary is engaged in recycling of PET waste and having installed capacity of 9600 MTPA. During the year under review subsidiary produced 2437 MT of PET and PET Flakes and achieved turnover of RS.29.92 crores coupled with Net Profit of RS.0.82 crores.

f. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingots and all kind of Specific Lead Alloys. During the year under review the unit produced 4833 MT of Lead Ingots & Alloys and achieved a turnover of RS.81.85 crores coupled with Net Profit of RS.4.09 crores.

g. Gravita USA Inc., USA: Gravita USA Inc.,USA is a step down subsidiary of the Company. This subsidiary is engaged in trading of Re-melted Lead Ingots and Plastic Scrap. During the year under review subsidiary achieved turnover of RS.72.59 crores coupled with net profit of RS.1.11 crores.

h. Gravita Jamaica Limited, Jamaica: Gravita Jamaica Limited is a step down subsidiary of the Company. This subsidiary is engaged in recycling of PET waste and having installed capacity of 4800 MTPA. During the year under review subsidiary achieved turnover of RS.3.25 crores coupled with net loss of RS. 0.89 crores.

i. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step down subsidiary of Gravita India Limited. During the year under review this subsidiary achieved Profit of RS.5.65 crores.

j. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review the Company has been able to achieve a turnover of RS.0.27 crores resulting in a Net Profit of RS.0.01 Crores.

k. Gravita Infotech Limited (formerly known as Gravita Exim Limited), India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. This subsidiary is engaged in trading of scrap. In this current financial year company generated revenue of RS. 5.64 crores resulting in Net Loss of RS.0.26 crores.

l. M/s Gravita Metals, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in manufacturing of Pure Lead and all kind of Lead Alloys like Antimonial Lead Alloy, Calcium, Selenium, Copper, Tin, Arsenic Lead Alloy etc. During the year under review the operations of Gravita Metals remained at very low level due to some excise duty issues. The firm incurred a Net Loss of RS.0.60 crores.

m. M/s Gravita Infotech, India: Gravita India Limited together with its subsidiary holds 100% share in this firm. This firm is engaged in business of Information Technology. During the year under review the firm incurred Net Loss of RS.0.05 Crores.

n. M/s Recycling Infotech LLP, India: Gravita India Limited together with its subsidiary holds 100% stake in this LLP. Recycling Infotech LLP is engaged in business related to E-Marketing database collection etc. The LLP achieved revenue of RS.0.46 lacs with net profit of RS.0.22 lacs.

o. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step down subsidiary of the Company. This subsidiary is engaged in trading of aluminum scrap. During the year under review subsidiary achieved turnover of RS.7.58 crores coupled with net loss of RS.0.22 crores.

p. Recyclers Gravita Costa Rica SA, Costa Rica:

Recyclers Gravita Costa Rica SA is a step down subsidiary of the Company. This subsidiary is engaged in trading of PET waste. During the year under review subsidiary achieved turnover of RS.2.03 crores coupled with net loss of RS.0.52 crores.

q. Other Subsidiaries

The Company has some other Subsidiaries/ Step Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:

- Noble Build Estate Private Limited , India

- Recyclers Ghana Limited, Ghana

- Gravita Mali SA, Mali

- Gravita Mauritania SARL, Mauritania

- Gravita Cameroon Limited, Cameroon

- Gravita Dominican SAS, Dominican Republic

- Mozambique Recyclers LDA, Mozambique

- Gravita Tanzania Limited, Tanzania

4. Disclosures under Companies Act, 2013

a) Extract of Annual Return: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Material Subsidiaries: In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.gravitaindia.com/wp-content/ uploads/pdf/material-subsidiaries-policy.pdf.

c) Number of Board Meetings: During the year under review the Board of Directors of the company met 8 (Eight) times. The details of the Board Meetings and the attendance of the Directors are provided in Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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

e) Directors’ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

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

(ii) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit and loss of the company for that period;

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) Independent Directors: The Company has received statement on declarations from each Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

g) Vigil Mechanism: The Company is having an established and effective mechanism called the Vigil Mechanism. The mechanism under the Whistle Blower Policy of the company has been appropriately communicated within the organization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

h) Familiarization Programme for Independent Directors: The Company has Familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The company’s policy on familiarization programme is available on following web link: http://www. gravitaindia.com/wp-content/uploads/pdf/ familarization-policy.pdf. The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with copy of latest Annual Report, the Company’s Code of Conduct, the Company’s Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company’s present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company. Apart from this the company also conducts various familiarization programmes as and when required. The detail of such programmes conducted is available on following web link: http:// www.gravitaindia.com/wp-content/uploads/ pdf/familiarization-programme.pdf.

i) Remuneration Policy: The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More detail on the same is given in the Corporate Governance Report which forms part of Annual Report 2017-18.

j) Board Evaluation: Pursuant to the provisions of the Companies Act , 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including independent Directors. The Independent Directors carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company. Nomination and Remuneration Committee of the Board of Director evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of director in the affairs of the company, duties performed by each Director, targets achieved by company during the year. The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

k) Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

l) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The company has not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the company on Related Party Transactions. Details with respect to transactions with related parties entered into by the company during the year under review are disclosed in the accompanying financial results. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed on a quarterly basis. The policy on Related Party Transactions as approved by the Board is available on the Company’s website.

m) Corporate Social Responsibility (CSR): The

Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has developed and implemented the CSR Policy accordingly. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company. The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on activities undertaken by the company and amount spent on them is attached as Annexure-2

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

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

5. Corporate Governance

Corporate Governance is a continuous process at Gravita India Limited. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment.

Being a Listed Corporate governance entity, our Company is committed to sound corporate governance practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability.

A detailed Corporate Governance Report and a certificate from M/s P. Pincha & Associates, Practicing Company Secretaries, Jaipur certifying compliance with conditions of Corporate Governance as required under SEBI (LODR) Regulations, 2015 are attached and forms an integral part of this report. Further, a certificate of CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company’s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee is also attached and forms integral part of this report.

6. Statutory Auditor

At the 22^nd Annual General Meeting of the Company held on 2^nd August, 2014, the members had appointed M/s Deloitte Haskins & Sells, Chartered Accountants having Firm Registration No. 015125N as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting (AGM) till the conclusion of 27^th Annual General Meeting, subject to ratification of their appointment at every AGM of the Company. This was done as per Law prevailing at that time. Further as per Companies Amendment Act, 2017 proviso to sub-section(1) of Section 139 of the Companies Act, 2013, which provided for such ratification every year, has been deleted. However, since the resolution passed on 2^nd August, 2014 contains such requirement, it is proposed by the Board of Directors on recommendation of Audit Committee, as a major of abundant caution, to have ratification of appointment Statutory Auditors, done by the members for the entire unexpired period. In this regard, the Company has received a certificate from its statutory auditors M/s Deloitte Haskins & Sells, Chartered Accountants in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, there are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

7. Cost Auditor

The Board of Directors of the Company on recommendation of Audit Committee has appointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the company for the Financial Year 2017-18. The Cost Audit Report for the F.Y. 2016-17 was filed with Registrar of Companies (Central Government) on 25^th September, 2017 while the due date for filing of Cost Audit Report for F.Y. 2016-17 was 27^th September, 2018. There are no qualifications or adverse remarks in the Cost Audit Report which require any clarification/explanation.

8. Particulars of Loans given, Investments made, Guarantees given and Securities provided [Reference Section 134 and 186(4)]

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below:

9. Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s P. Pincha & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed with this report as Annexure-3.

10. Insider Trading Prevention Code

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

11. Energy Conservation

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report as Annexure-4.

12. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees drawing remuneration in excess of the limits as provided in the said rules is provided as Annexure-5. Further the disclosures pertaining to remuneration and other details as required under 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 provided as Annexure-6.

Further, In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees as provided in the said rules are set out in the Board’s Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. Appointment/Resignation of KMP’s

Dr. Mahavir Prasad Agarwal (DIN: 00188179) shall be liable for retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment and none of the Director is disqualified under Section 164 of the Companies Act, 2013 and rules made thereunder, for the reporting period.

Further Mr. Yogesh Mohan Kharbanda (DIN: 02733082), Independent Director of the company resigned from his post w.e.f 1^st April, 2018 and Mr. Hemant Kaul (DIN: 00551588) have been appointed as an Additional Director (under the category of Independent Director) on Board of the Company w.e.f 1^st April, 2018. The said appointment and resignation was approved by Nomination & remuneration Committee and Board of Directors at their meeting held on 31^st March, 2018.

14. Consolidated Financial Statements and Cash Flow Statement

The Consolidated Financial Statements of the Company are prepared as required in terms of Indian Accounting Standards issued by Institute of Chartered Accountants of India and forms part of the Annual Report.

15. Subsidiaries and Associates

The Company has prepared Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013 which forms part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report Annexure - 7.

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

16. Employees’ Stock Option Scheme/Stock Appreciation Right Scheme

In terms of SEBI (Share based Employee) Benefits Regulations, 2014, as amended from time to time (‘SEBI Regulations’), the Compensation Committee of Board, inter alia, administers and monitors the Gravita Employee Stock Option Plan 2011 and Gravita Stock Appreciation Rights Scheme 2017 of your Company. The Compensation Committee, at its meeting held on 22^nd April, 2017 and 21^st July, 2017 granted 42,850 and 1,94,250 stock options respectively under Gravita Employee Stock Option Plan 2011 to the eligible employees at an exercise option price of RS.2/- per option. Further during the year the shareholders of the company approved ‘Gravita Stock Appreciation Rights Scheme 2017’ for acquiring shares in secondary market through Gravita Employee Welfare Trust. As on 31^st March,2018 Gravita Employee Welfare Trust has purchased 70,400 Equity shares from Secondary Market but the same has not been granted to any employee of the company during F.Y. 2017-18. A certificate from the Statutory Auditor on the implementation of your Company’s Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members. Further disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, read with SEBI circular dated 16^th June, 2015 for the financial year ended 31^st March, 2018 are provided herein below:

Option Movement during the year:

Sr.	Particulars	3rd Grant (Effective date	4th Grant (Effective date
No.		being 1st July 2013)	being 1st April 2015)
a)	Options granted	368500	500000
b)	The pricing formula	RS.2/- per share	RS.2/- per share
c)	Options outstanding at the beginning of the year	194250	385650
d)	New options issued during the year	Nil	Nil
e)	Options vested during the year	194250	42850
f)	Options exercised during the year	194250	42850
g)	The total number of shares arising as a result of exercise of option	194250	42850
h)	Options lapsed during the year	Nil	6000
i)	Variation of terms of options	Nil	Nil
j)	Money realized by exercise of options	RS.3,88,500	RS.85,700
k)	Total number of options outstanding at the end of the year	Nil	336800*
l)	Employee wise details of options granted to-Senior Managerial Personnel:
	Naveen Prakash Sharma	35000	45000
	Sandeep Choudhary	20000	22500
	Kishan Gopal Gupta	17500	18000
	Sunil Kansal	17500	18000
	Kamal Singh	17500	30000
	Vijendra Singh Tanwar	20000	20000
	Yogesh Malhotra	26000	32500
	Sanjay Singh Baid	20000	20000
	Vijay Kumar Pareek	20000	35000
m)	Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during the year	Nil	Nil
n)	Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil	Nil
o)	The price of the underlying share in market at the time of option grant	RS.21.45	RS.36.30

* This is total number of live options of Fourth Grant. Further, 88100 options have been exercised till end of F.Y. 2017-18.

17. Listing of Equity Shares

The equity shares of the Company are listed on the BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE) and the listing fees for the Financial Year 2018-19 have been duly paid.

18. Management Discussion and Analysis Report

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

19. Deposit

The Company has not accepted any Deposits from public, shareholders or employees during the reporting period.

20. Statement on compliances of applicable Secretarial Standards

In requirement of Para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1 your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

21. Share Capital

The Company has made allotment of 237100 Equity Shares of RS.2/- each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased from 6,84, 67,514 equity shares of RS.2/- each as at 31^st March 2017 to 6, 87, 04,614 equity shares of RS.2/- each as at 31^st March 2018.

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules there under. Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2017-18.

23. Investor Education and Protection Fund (IEPF)

Pursuant to Section 125 of Companies Act, 2013 (corresponding to Section 205C of Companies Act, 1956) all unpaid application money received by companies for allotment of any securities and due for refund for seven year has to be transferred to Investor Education and Protection funds maintained by Central Government. Accordingly the company has transferred a sum of RS.2,18,750 during the year to the said Fund on account of application money due for refund. The details of the investors whose amount is transferred is available on website of the company www.gravitaindia.com.

24. Remuneration from Subsidiary

Mr. Rajat Agrawal, Managing Director of the Company receives remuneration from Gravita USA Inc., a step down subsidiary of the Company. Apart from this neither the Managing Director nor the Whole-time Director receives any remuneration or commission from any subsidiaries.

25. Miscellaneous

Your Directors state that as there were no transactions during the year under review therefore no disclosure or reporting is required in respect of the following items:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP’s referred to in this Report.

- Details relating to significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- Details relating to provisions of section 134(3) (ca) of Companies Act, 2013.

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

26. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued co-operation and support. The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.

For and on behalf of the Board

Sd/- Sd/-

(Rajat Agrawal) (Dr. Mahavir Prasad Agarwal)

Date: 12^th July 2018 Managing Director Whole-time Director

Place: Jaipur DIN: 00855284 DIN: 00188179

---

Mar 31, 2017

To

The Members of Gravita India Limited

We are delighted to present on behalf of Board of Directors of the Company, the 25^th Annual Report of the Company along with Audited Financial Statements (Consolidated & Standalone) for the year ended 31^st March, 2017.

Consolidated Financial Performance

(RS, in Lacs)

Particulars	2016-17	2015-16
Total Revenue	65,567.94	43,119.58
Total Expenditure	60,026.40	41,516.62
Profit Before Interest, Depreciation and Tax (EBIDTA)	5,541.54	1,602.96
Add: Other Income	94.65	420.48
Less: Interest	857.73	756.86
Less: Depreciation	658.00	670.91
Profit from Ordinary Activities Before Tax	4120.46	595.67
Less: Provisions for Taxation Including Deferred Tax	824.94	47.60
Profit After Tax (PAT)	3295.52	548.07
Share in Profit of Associates	(0.81)	0.22
Less: Minority Share in Profit & Loss	264.95	111.26
Profit Available for Appropriation	3029.76	437.03
Appropriation:
Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed	-	-
assets
Proposed for Dividend	410.81	136.83
Corporate Tax on Dividend	83.63	32.44
Balance Carried to Balance Sheet	2535.32	267.76

1. Performance at a Glance

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). The Government of India has forecasted that the Indian economy will grow by 7.1 per cent in F.Y. 2016-17. As per the Economic Survey 2016-17, the Indian economy should grow between 6.75 and 7.5 per cent in F.Y. 2017-18. The improvement in India''s economic fundamentals has accelerated in the year 2016 with the combined impact of strong government reforms, Reserve Bank of India''s (RBI) inflation focus supported by benign global commodity prices. India''s consumer confidence index stood at 136 in the fourth quarter of 2016, topping the global list of countries on the same parameter, as a result of strong consumer sentiment, according to market research agency.

Infrastructure spending, Strong Automotive Sales globally, coupled with hike in LME Prices boosted the demand of Lead in F.Y. 2016-17. Infrastructure and automobile industries are the main demand drivers for Lead in India. During the year the operational efficiency of the company increased and the year 2016-17 resulted in an exceptional year where the revenues and profitability of the company increased significantly and company reported a life time high Turnover and Profit. The highlights of the strong performance of the company are as under:

Consolidated Results:

Consolidated Total Revenue stood at RS,655.68 crores

Operating Profit before Interest, Depreciation and Tax stood at RS,55.42 crores in financial year 2016-17 as compared to RS,16.03 crores in previous year.

Net Profit after Tax and Minority Interest during the year stood at RS,30.30 crores.

Earnings Per Share of the Company stood at H4.43 per share having face value of H2 each.

Cash Profit during the year stood at RS,42.07 crores.

Standalone Results:

Total Revenue stood at RS,533.99 crores as compared to RS,353.84 crores in the previous year.

Operating Profit before Interest, Depreciation and Tax stood at RS,38.32 crores in financial year 2016-17 as compared to RS,8.86 crores in previous year.

Net Profit after Tax during the year is reported at RS,22.65 crores as compared to last year''s PAT of RS,3.27 crores.

Earnings Per Share of the Company stood at RS,3.31 per share having face value of RS,2 each.

Cash Profit during the year stood at RS,28.53 crores.

2. Dividend

The Board of Directors of your Company has recommended payment of final dividend @ 30% (H0.60 per equity share) amounting to H410.81 Lacs. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours of Wednesday, 2^nd August, 2017 and in respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. Further, Company has not transferred any amount to General Reserve.

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a step down subsidiary of Gravita India Limited and is engaged in the business of Manufacture of Remelted Lead & PP Chips. During the year under review this subsidiary has produced 2844 MT of Re-melted Lead Ingots and achieved a turnover of RS,41.85 crores against RS,34.77 crores in last year and reported a Net profit of RS,5.98 crores during the year.

b. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Limited. The subsidiary is engaged in recycling of Lead Acid battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review this plant produced 3576 MT of Re-melted Lead Ingots and achieved a turnover of RS,45.31 crores coupled with Net profit of RS,4.06 crores.

c. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is a step down subsidiary of Gravita India Limited operating in Sri Lanka for more than a decade. It is the largest producer of Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap, PP Chips & Refining & Alloying of Lead Ingots to produce 99.97% Pure Lead and Specific Alloys. During the year under review this subsidiary produced 3006 MT of Refined Lead Ingots and achieved a Total turnover of RS,40.34 crores coupled with Net Profit after Tax of RS,5.52 crores.

d. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a wholly-owned subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Remelted Lead Ingots, PP Chips etc. During the year under review this plant produced 1823 MT of Re-melted Lead Ingots and delivered revenue of RS,40.18 crores and incurred a Net loss of RS,1.55 crores.

e. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step down subsidiary of the Company. This subsidiary is engaged in recycling of Pet waste and produced 2525 MT of Pet. During the year under review subsidiary achieved turnover of RS,17.49 crores coupled with net loss of RS,0.31 crores.

f. Gravita USA Inc.: Gravita USA Inc. is a step down subsidiary of the Company. This subsidiary is engaged in trading of Scrap related to Non-ferrous Metals, PET etc. During the year under review subsidiary achieved turnover of RS,0.33 crores coupled with net loss of RS,0.83 crores.

g. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V is a step down subsidiary of Gravita India Limited. During the year under review this subsidiary achieved revenue of RS,3.04 crores and net profit of RS,2.45 crores.

h. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business. During the year under review the Company has been able to achieve a turnover of RS,0.23 crores resulting in a Net Loss of RS,0.07 crores.

i. Gravita Ventures Limited, Tanzania: Gravita Ventures Limited is a step down subsidiary of the Company. This subsidiary is engaged in trading of scrap. During the year under review subsidiary achieved turnover of RS,1.87 crores coupled with net loss of RS,0.42 crores.

j. Gravita Infotech Limited (formerly known as Gravita Exim Limited), India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. Since inception this subsidiary was engaged in the business of providing comprehensive turnkey solution for cost effective Battery Recycling Process & plant with environment friendly technology but from F.Y. 2013-14 the company has ventured in the business of IT Segment for providing facilities related to IT Software and IT Solutions, Web Designing etc. In this current financial year company generated revenue of RS,0.55 crores resulting in Net Loss of RS,0.58 crores.

k. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Pure Lead and all kind of Specific Lead Alloys. During the year under review the unit produced 5121 MT of Refined Lead and Alloys achieved a turnover of RS,74.57 crores coupled with Net Profit of RS,5.99 crores. This firm enjoys fiscal benefits of J&K region.

l. M/s Gravita Metals, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in manufacturing of Pure Lead and all kind of Lead Alloys like Antimonial Lead Alloy, Calcium, Selenium, Copper, Tin, Arsenic Lead Alloy etc. During the year under review the operations of Gravita Metals remained at very low level due to some excise duty issues. The firm incurred a net loss of RS,0.23 crores.

m. Gravita Infotech: Gravita India Limited together with its subsidiary holds 100% share in this firm. This firm is engaged in business of Information Technology. During the year under review the firm incurred a loss of RS,0.38 crores.

n. Recycling Infotech LLP: Gravita India Limited together with its subsidiary holds 100% stake in this LLP Recycling Infotech LLP is engaged in business related to E-Marketing, Database Collection etc The LLP achieved revenue of 1.22 Lacs with net profit of RS,0.67 Lacs.

o. Other Subsidiaries

The Company has some other Subsidiaries/Step Subsidiaries/ LLP which are under process of implementation of projects/ commercial production. The details of the same are given below:

Noble Build Estate Private Limited Gravita Jamaica Limited Recyclers Ghana Limited Gravita Mali SA Gravita Mauritania SARL Gravita Cameroon Limited Recyclers Gravita Costa Rica SA

4. Disclosures under Companies Act, 2013

a) Extract of Annual Return: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Material Subsidiaries: In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.gravitaindia.com/wp-content/ uploads/pdf/material-subsidiaries-policy.pdf.

c) Number of Board Meetings: During the year under review the Board of Directors of the company met 9 (nine) times. The details of the Board Meetings and the attendance of the Directors are provided in Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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

e) Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

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

(ii) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit and loss of the company for that period;

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

f) Independent Directors: The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

g) Vigil Mechanism: The Company is having an established and effective mechanism called the Vigil Mechanism. The mechanism under the Whistle Blower Policy of the company has been appropriately communicated within the organization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

h) Familiarization Programme for Independent Directors:

The Company has Familiarization Program for Independent Directors to familiarize them with regard to their roles, rights, responsibilities in the Company, along with industry, business operations, business model, code of conduct and policies of the Company etc. The Familiarization Program has been disclosed on the website of the Company. The company''s policy on familiarization programme is available on following web link: http://www.gravitaindia.com/wp-content/uploads/pdf/ familarization-programme.pdf

i) The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with copy of latest Annual Report, the Company''s Code of Conduct, the Company''s Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company''s present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Managing Director of the Company. The policy on familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed on the website of the Company at http://www.gravitaindia.com/ wp-content/uploads/pdf/familarization-programme.pdf.

j) Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More detail on the same is given in the Corporate Governance Report which forms part of Annual Report 2016-17.

k) Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its Committees, and evaluation of individual Directors including Independent Directors. The Independent Directors carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company. Nomination & Remuneration Committee of the Board of Director evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of director in the affairs of the company, duties performed by each Director, targets achieved by company during the year. The Board further discusses the areas where the performance is not up to the desired level.

l) Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

m) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The company has not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the company on Related Party Transactions. Details with respect to transactions with related parties entered into by the company during the year under review are disclosed in the accompanying financial results. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed on a quarterly basis. The policy on Related Party Transactions as approved by the Board is available on the Company''s website.

n) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The details about Committee composition and terms of reference of Committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on activities undertaken by the company and amount spent on them is attached as Annexure-2.

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

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

5. Corporate Governance

Corporate Governance is a continuous process at Gravita India Limited. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment.

Being a Listed Corporate entity, our Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability.

A detailed Corporate Governance Report and a certificate from M/s P. Pincha & Associates, Practicing Company Secretaries, Jaipur certifying compliance with conditions of Corporate Governance as required under SEBI (LODR) Regulations, 2015 are attached and forms an integral part of this report. Further, a certificate of CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee is also attached and forms integral part of this report.

8. Particulars of Loans given, Investments made, Guarantees given and Securities provided [Reference Section 134 and 186(4)]

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided herein below:

S. No.	Name of Person / Body Corporate	Nature (Loan / Guarantee/ Security / Acquisition)	Particulars of Loan given / Investment made or Guarantee made	Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient
1.	M/s Gravita Metal Inc	Corporate Guarantee	For securing Credit Limits amounting to RS,9.00 Crores granted to M/s Gravita Metal Inc.	For Business Purposes of the firm

6. Statutory Auditor

At the Annual General Meeting of the Company held on 02^nd August,

2014, M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 27^th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, based on recommendation of Audit Committee and Board of Directors, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment for the current year be rectified by shareholders, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, there are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

7. Cost Auditor

The Board of Directors of the Company on recommendation of Audit Committee has appointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the company for the Financial Year 2016-17. The Cost Audit Report for the F.Y. 2015-16 was filed with Registrar of Companies (Central Government) on 26^th September, 2016 while the due date for filing of Cost Audit Report for F.Y. 2015-16 was 30^th September, 2016. There are no qualifications or adverse remarks in the Cost Audit Report which require any clarification/explanation.

9. Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s P Pincha & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013. The report does not contain any qualification, reservation or adverse remark except on compliance related to Section 135 of Companies Act, 2013. The Secretarial Audit Report is annexed with this report as Annexure-3.

10. Insider Trading Prevention Code

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

11. Energy Conservation

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report as Annexure-4.

12. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees and of employees drawing remuneration in excess of the limits set out in the said rules are provided as Annexure-5. Further, the disclosures pertaining to remuneration and other details 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 are provided in the Annual Report as Annexure-6.

13. Appointment/Resignation of KMP''s

During the under review Mr. Nitin Gupta was appointed as a new Company Secretary & Compliance Officer w.e.f. 21^st May, 2016 in place of Mrs. Leena Jain who has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 20^th May,2016.

Further, Mr. Rajat Agrawal, Managing Director shall be liable for retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment and none of the Director is disqualified under Section 164 of the Companies Act, 2013 and rules made there under, for the reporting period.

14. Consolidated Financial Statements and Cash Flow Statement

The Consolidated Financial Statements of the Company are prepared as required in terms of Accounting Standards (AS-21) issued by Institute of Chartered Accountants of India and forms part of the Annual Report.

15. Subsidiaries and Associates

The Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Companies Act, 2013 which forms part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report as Annexure -7.

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

16. Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, read with SEBI circular dated 16^th June, 2015 on ESOP disclosures for the financial year ended 31^st March, 2017.

Sr. No.	Particulars	Employee Stock Option Plan 2011
1	Date of shareholders'' approval	27th July, 2011
2	Total number of options approved under Employee Stock Option Plan 2011	3405000 Stock Options of H 2/- each (681000 Stock Options of H 10/- each)
3	Vesting requirements	The Compensation Committee of the Board of Directors of the Company administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the prescribed SEBI Guidelines''. The Options would vest not earlier than one year from the Grant Date in accordance with SEBI Guidelines and not later than such vesting period as may be determined by Compensation Committee.
4	Exercise price or pricing formula	The Exercise Price of Options would be determined by the Compensation Committee, provided that the Exercise Price shall not be less than the face value of the equity shares of the Company on the date of grant of Options.
5	Maximum term of options granted	The Options granted to a Grantee shall be capable of being exercised within a period of not exceeding six years from the date of Grant of the respective Options or such other period as may be determined by the Compensation Committee from time to time.
6	Source of shares (primary, secondary or combination)	Primary
7	Variation in terms of options	Subject to applicable law, the Compensation Committee will at its absolute discretion have the right to modify/amend the Employee Stock Option Plan 2011 in such manner and at such time or times as it may deem fit, subject however that any such modification/amendment shall not be detrimental to the interest of the Grantees/ Employees and approval wherever required for such modification/ amendment is obtained from the shareholders of the Company in terms of the SEBI Guidelines. During the year, no amendment/ modification/ variation has been introduced in terms of options granted by the Company
8	Method used to account for ESOS - Intrinsic or fair value	The employee compensation cost has been calculated using the intrinsic value method of accounting for Options issued under the Company''s Employee Stock Option Schemes. The employee compensation cost as per the intrinsic value method for the financial year 2016-17 is RS, 59.18 Lacs.
9	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock	Weighted-average Exercise price granted during April 2015 to March 2016: H 2/Weighted-average Exercise price granted during April 2016 to March 2017: H 2/Weighted-average fair value of options outstanding as on 31st March 2016: H 42.63 Weighted-average fair value of options outstanding as on 31st March 2017 : H 34.95

Sr. No.	Particulars	Employee Stock Option Plan 2011
10	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of	RS, (14.74) Lacs The effect on the profits and earnings per share, had the fair value method been adopted, is presented below: (RS, In Lacs)
		Profit after Tax as reported		2265.26
	the company shall also be disclosed.	Add: Intrinsic Value Compensation Cost		59.18
		Less: Fair Value Compensation Cost (Binomial Pricing Model)		44.44
		Adjusted Profit		2280.00
		Earnings Per Share	Basic (H)	Diluted (H)
		As reported	3.31	3.28
		As adjusted	3.33	3.30
11	A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:	The fair value of options granted under Employee Stock Option Plan 2011 is estimated using the Black Scholes Option Pricing Model after applying the following key assumptions:
	a) The weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; b) The method used and the assumptions made to incorporate the effects of expected early exercise;	Risk-free interest rate : 6.90% Expected life (in years): 1.76 Expected volatility: 73.94% Expected dividend yield: N.A.
12 13	c) How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and d) Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ''Accounting Standard 20 - Earnings Per Share'' issued by ICAI or any other relevant accounting standards as prescribed from time to time Relevant disclosures in terms of the ''Guidance note on accounting for employee share-based payments'' issued by ICAI or any other relevant accounting standards as prescribed from time to time	The expected volatility has been calculated using the daily stock returns on NSE, based on expected life options of each vest. The expected life of share option is based on historical data and current expectation and not necessarily indicative of exercise pattern that may occur. H 3.28 per share All relevant disclosures have been made in the financial statements.

Option Movement during the year:

Sr.	Particulars	1st Grant	2nd Grant	3rd Grant	4th Grant
No.		(Effective	(Effective date	(Effective date	(Effective date
		date being 1st	being 5th July,	being 1st July	being 1st April
		October, 2011)	2012)	2013)	2015)
a)	Options granted	400380	31000	368500	500000
b)	The pricing formula	H 2/- per share	H 2/- per share	H 2/- per share	H 2/- per share
c)	Options outstanding at the beginning of the year	940	11000	259675	452500
d)	New options issued during the year	Nil	Nil	Nil	Nil
e)	Options vested during the year	940	11000	42225	45250
f)	Options exercised during the year	940	11000	42225	45250
g)	The total number of shares arising as a result of exercise of option	940	11000	42225	45250
h)	Options lapsed during the year	Nil	Nil	23200	21600
i)	Variation of terms of options	Nil	Nil	Nil	Nil
j)	Money realised by exercise of options	H 1,880	H 22,000	H 84,450	H 90,500
k)	Total number of options outstanding at the end of the year	Nil	Nil	1942501	3856502
l)	Employee wise details of options granted to-Senior Managerial Personnel:
	Naveen Prakash Sharma	22500	---	35000	45000
	Sandeep Choudhary	15000	---	20000	22500
	Kishan Gopal Gupta	17500	---	17500	18000
	Sunil Kansal	17500	---	17500	18000
	Kamal Singh	17500	---	17500	30000
	V S Tanwar	25000	---	20000	20000
	Yogesh Malhotra	---	22500	26000	32500
	Sanjay Singh Baid	---	---	20000	20000
	Vijay Pareek	---	---	20000	35000
m)	Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during the year	Nil	Nil	Nil	Nil
n)	Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil	Nil	Nil	Nil
o)	The price of the underlying share in market at the time of option grant	H 76.95	H 176.20	H 21.45	H 36.30

17. Listing of Equity Shares

The equity shares of the Company are listed on the BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE) and the listing fees for the Financial Year 2017-18 have been duly paid.

18. Management Discussion and Analysis Report

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

19. Deposits

The Company has not accepted any Deposits from public, shareholders or employees during the reporting period.

20. Share Capital

The Company has made allotment of 99415 Equity Shares of H2/- each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased from 6,83,68,099 equity shares of H2/- each as at March 31, 2016 to 6,84,67,514 equity shares of RS,2/- each as at March 31, 2017.

21. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the Rules there under. Company has formed an "Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace. The

Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2016-17.

22. Miscellaneous

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Details relating to deposits covered under Chapter V of the Act. Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP''s referred to in this Report.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Details relating to provisions of section 134 (3) (ca)

23. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued co-operation and support.

The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the recycling industry, in India and around the world.

For and on behalf of the Board

Sd/- Sd/-

(Rajat Agrawal) (Dr. Mahavir Prasad Agarwal)

Date: 24^th June, 2017 Managing Director Whole-time Director

Place: Jaipur DIN: 00855284 DIN: 00188179

---

Mar 31, 2015

Dear Members,

It gives us immense pleasure in presenting you on behalf of the Board of Directors of the Company, the 23rd Annual Report of Gravita India Limited along with Audited Financial Statements for the year ended 31st March, 2015.

Consolidated Financial Performance

Particulars Amount (Rs. in Lacs)

2014-15 2013-14

Total Revenue 50591.81 51,840.27

Total Expenditure 48245.43 47578.78

Profit Before Interest, Depreciation And Tax (PBIDT) 2346.38 4261.49

Less: Interest 987.69 917.74

Less: Depreciation 636.25 603.48

Profit Before Tax 722.44 2,740.27

Exceptional Items - 22.42

Profit from ordinary Activities before Tax 722.44 2,762.69

Prior Period Items - 312.29

Less: Provisions for Taxation Including Deferred Tax (236.03) 287.33

Profit After Tax (PAT) 958.47 2,163.07

Share in Profit of Associates 2.26 1.77

Less: Minority Share in Profit & Loss 298.87 32.67

Profit Available for Appropriation 661.86 2,132.17

APPROPRIATI ON:

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible 22.93 -

fixed assets

Interim Dividend - 204.53

Corporate Tax on Interim Dividend - 33.18

Transfer from capital Reserve on consolidation - (724.35)

Transfer to General Reserve - 148.86

Proposed for Dividend 136.51 340.88

Corporate Tax on Dividend 27.42 55.30

Balance Carried to Balance Sheet 475.00 2,073.77

1. Performance at a Glance

During FY 2014-15, International Lead prices have seen a downward trend in average LME from $ 2093 in FY 2013-14 to $ 2021 in FY 2014-15. A major reason for the fall in prices was the lower than expected demand for Lead in China and US markets. The industry was affected by currency fluctuations, sluggish demand and consumer down trend and continued to be fraught with challenges. Major economies witnessed slower growth. As the year progressed, business environment remained difficult and operating in such a testing environment proved challenging. FY 2014-15 proved to be full of global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed rationally well and the highlights of the performance are as under:

Consolidated Results:

* Consolidated total Revenue stood at Rs. 505.92 Crores

* Operating Profit before Interest, Depreciation and Tax stood at Rs. 23.46 Crores in financial year 2014-2015 as compared to Rs. 42.61 Crores in previous year

* Net Profit after Tax and minority interest during the year stood at Rs. 6.62 Crores.

* Earnings per Share of the Company stood at Rs. 0.97 per share having face value of Rs. 2 each.

* Cash Profit during the year stood at Rs. 14.50 Crores.

Standalone Results:

* Total Revenue stood at Rs. 341.07 Crores as compared to Rs. 341.05 Crores in the previous year

* Operating Profit before Interest, Depreciation and Tax stood at Rs. 12.95 Crores in financial year 2014-2015 as compared to Rs. 25.49 Crores in previous year

* Net Profit after Tax during the year is reported at Rs. 5.11 Crores as compared to last year's PAT of Rs. 14.89 Crores.

* Earnings per Share of the Company stood at Rs. 0.75 per share having face value of Rs. 2 each.

* Cash Profit during the year stood at Rs. 8.50 Crores.

2. Dividend

The Board of Directors of your Company has recommended payment of final dividend @ 10 % (Rs. 0.20 per equity share) amounting to Rs. 1.37 Crores. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours of 2nd August, 2015 and in respect of shares held in dematerialised form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. performance of subsidiaries/ Associate companies and Firms

a. Gravita Infotech Limited (formerly known as Gravita Exim Limited), India: Gravita Infotech Limited is a wholly-owned subsidiary of the Company. During the year the name of this company changed from Gravita Exim Limited to Gravita Infotech Limited so as to reflect the main business activity of the company. Since inception this subsidiary was engaged in the business of providing comprehensive turnkey solutions for Cost effective Battery Recycling Process & plant with Environment friendly Technology but from F.Y. 2013-14 the company has ventured in the business of Information Technology (IT) Segment for providing facilities related to IT Software and IT Solutions, Web Designing etc. Total revenue of the Company for current financial year stood at Rs. 1.01 Crores resulting in Net Loss of Rs. 1.03 Crores.

b. Gravita Ghana Limited, Ghana: Gravita Ghana Limited is a Wholly-owned Subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. It has been awarded with National Award for Export Achievement for its remarkable performance in export of Re-melted Lead Ingots from Ghana. During the year under review this plant produced 2817 MT of Re-melted Lead Ingots and delivered revenue of Rs. 39.16 Crores resulting in Net loss of Rs. 1.75 Crores.

c. Gravita senegal sau, senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Limited. The subsidiary is engaged in recycling of Lead Acid battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review this plant produced 2187 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 30.14 Crores resulting in Net profit of Rs. 0.71 Crores.

d. Gravita Mozambique LDA, Mozambique: Gravita India Limited collectively with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds the entire stake of Gravita Mozambique LDA. This Subsidiary is engaged in the business of Manufacture of Re-melted Lead, Pure Lead, Lead Concentrate & Polypropylene Chips. During the year under review this subsidiary has produced 2310 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 29.68 Crores against Rs. 25.68 Crores in last year and reported a Net profit of Rs. 1.41 Crores during the year.

e. Gravita Global Pte. Ltd, Singapore: Gravita Global Pte. Ltd is a wholly owned subsidiary of the Company and is based at Singapore which is engaged in the trading business of Lead & Lead Products. During the year under review the Company has been able to achieve a turnover of Rs. 50.93 Crores resulting in a Net profit of Rs. 1.72 Crores.

f. Gravita Netherlands B.V., Netherlands: Gravita Netherlands B.V. is a step down subsidiary of Gravita India Limited. It is investment subsidiary of the Company and during the year under review this subsidiary achieved a Total Turnover of Rs. 5.19 Crores out of which 5.02 Crores is derived from Dividend income from other business entities/subsidiaries of Gravita Netherlands B.V. During the year under review this company acquired 40% stake of Navam Lanka Limited, Srilanka from Gravita Infotech Limited.

g. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is a step down subsidiary of Gravita India Limited operating in Sri Lanka for more than a decade. It is the largest producer of Lead Ingots and Polypropylene Chips in Sri Lanka. This subsidiary is engaged in Recycling of Lead Acid Battery Scrap, Polypropylene Chips/Granules & Refining & Alloying of Lead Ingots to produce 99.97% pure Lead and Specific Alloys. During the year under review this subsidiary produced 4528 MT of Re-melted Lead Ingots and Refined Lead Ingots and achieved a Total Turnover of Rs. 58.54 Crores and reported Net Profit after Tax of Rs. 6.23 Crores.

h. M/s Gravita Metals, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Pure Lead and all kind of Lead Alloys like Antimonial Lead Alloy, Calcium, Selenium, Copper, Tin, Arsenic Lead Alloy etc. The firm is a Gem in the Crown of Gravita India Limited. The performance of firm was spectacular during the year among all business units as topline of the firm stood at Rs. 120.47 Crores and bottom line stood at Rs. 9.52 Crores with production of 7237 MT of Refined Lead and Lead Alloys.

i. M/s Gravita Metal Inc, India: Gravita India Limited along with its wholly owned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds 100% share in this partnership firm. This firm is engaged in Manufacturing of Pure Lead and all kind of Specific Lead Alloys. During the year under review the unit produced 907 MT of Re-melted Lead Ingots and achieved a turnover of Rs. 11.55 Crores resulting in Net Profit of Rs. 1.49 Crores.

j. Gravita Nicaragua S.A., Nicaragua: Gravita Nicaragua S.A. is a step down subsidiary of the Company. This subsidiary procures the available used Lead Acid Batteries in the areas of its operation and caters to the raw material requirement of our Indian plants. During the year under review this subsidiary achieved a turnover of Rs. 7.65 Crores resulting in net loss of Rs. 0.55 Crores.

k. Gravita Trinidad &Tobago Ltd, T&T: Gravita Trinidad & Tobago Ltd is a step down subsidiary of the Company. This subsidiary is engaged in trading activities. During the year under review this subsidiary achieved a turnover of Rs. 1.87 Crores resulting in net loss of Rs. 0.90 Crores.

l. Other subsidiaries

The Company has some other Subsidiaries/Step Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:

* Noble Build Estate Private Limited

* Gravita Jamaica Limited

4. sale/Disinvestment/Winding up/striking off

During the year under review the Company has received approval of Registrar of Companies for Striking off Name of Gravita Energy Limited and Gravita Infra Private Limited, wholly owned subsidiaries of the Company being non-operational since incorporation.

Further the company has also made an application for de-registration of its subsidiary Gravita Trinidad & Tobago Ltd, T&T due to lack of operational ease in T&T.

5. Disclosures under the Companies Act 2013

a) Extract of Annual Return: The detail forming part of extract of annual return is enclosed as Annexure-1.

b) Number of Board Meetings: During the year under review the Board of Directors of the company met 13 (Thirteen) times (including a separate meeting of independent directors on the Board). The details of the board meetings and the attendance of the directors are provided in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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

d) Directors' Responsibility statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

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

(ii) They have selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit and loss of the company for that period;

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

e) Appointment of Independent Directors: With coming into the force of Companies Act, 2013, the Board appointed all the existing Independent Directors viz. Mr. Dinesh Kumar Govil, Mr. Arun Kumar Gupta and Mr. Yogesh Mohan Kharbanda as Independent Directors under Section 149 of the Companies Act, 2013 for a period of 5 years which was subsequently approved by shareholders of the Company at Annual General Meeting held on 02nd August, 2014. Further, during the year under review as required under Companies Act and Listing Agreement, Mrs. Chanchal Chadha Phadnis has been appointed as Woman Director on the Board of the Company.

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act.

f) Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy are approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report which forms part of Annual Report 2014-15.

g) Board Evaluation: Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Compensation Committee and Stakeholders Grievance Committee. The Performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual director, participation of director in the affairs of the company, duties performed by each director and targets achieved by company during the year. The Board further discusses the areas where the performance is not up to the desired level.

h) Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

i) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is available on the Company's website Form No. AOC-2 carrying relevant details about related party transactions of the Company is attached as Annexure-2.

j) Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A 'CSR Report' on activities undertaken by the Company and amount spent on them is attached as Annexure-3.

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

l) Material changes and commitments Affecting Financial Position of the company: No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

6. Corporate Governance

Corporate governance is a continuous process at Gravita India Limited. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment.

Being a Listed Corporate entity, our Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability.

A detailed Corporate Governance Report and a certificate from M/s P. Pincha & Associates, Practicing Company Secretaries, Jaipur regarding compliance with conditions of Corporate Governance as required under Clause 49 of the Listing Agreement are attached and forms an integral part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the Financial Statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached and forms an integral part of this report.

7. Statutory Auditor

At the Annual General Meeting of the Company held on 02nd August, 2014, M/s Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, based on recommendation of Audit Committee and Board of Directors, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further there are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self- explanatory, and needs no further explanation.

8. Cost Auditor

The Audit Committee and Board of Directors of the Company have appointed M/s K.G. Goyal & Associates, Cost Accountants having firm registration no. 000024 as Cost Auditors for conducting the audit of Cost Records maintained by the company for the Financial Year 2015-16. The Cost Audit report for the F.Y. 2013-14 was filed with Registrar of Companies (Central Government) on 05th September, 2014 while the due date for filing of Cost Audit Report for F.Y 2013-14 was 27th September, 2014. There are no qualifications or adverse remarks in the Cost Audit Report which require any clarification/ explanation.

9. Particulars of Loans given, Investments made, Guarantees given and securities provided (Reference section 134 and 186(4))

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided herein below:

S. Name of Person Nature (Loan / Guarantee/ No. / Body Corporate Security / Acquisition)

1 M/s Gravita Investment in Subsidiary Firm Infotech (Purchase of Shareholding)

2 M/s Gravita Corporate Guarantee Metals

3 M/s Gravita Corporate Guarantee Metal Inc

S. Name of Person Particulars of Loan Purpose for which No. / Body Corporate given / Investment made the loan or or Guarantee made guarantee or security is proposed to be utilised by the recipient

1 M/s Gravita Rs. 98,000/- towards Acquiring Stake in Infotech purchase of 49% of stake Partnership firm

2 M/s Gravita For securing Credit For Business Metals Limits amounting to Purposes of the firm Rs. 24.75 Crores Granted to M/s Gravita Metals

3 M/s Gravita For securing Credit For Business Metal Inc Limits amounting to Purposes of the firm Rs. 5.72 Crores granted to M/s Gravita Metals

10. Secretarial Auditor And Secretarial Audit Report

The Board has appointed M/s P. Pincha& Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditor is annexed with this report as Annexure-4. The Report does not contain any qualification.

11. Insider Trading Prevention Code

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Gravita India Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website of the Company www.gravitaindia.com.

12. Energy Conservation

A detailed statement on Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, forms part of this Report.

13. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details 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 are provided in the Annual Report as Annexure-5.

14. Appointment of Directors & KMP's

* Mrs. Chanchal Chadha Phadnis:During the year under review Mrs. Chanchal Chadha Phadnis has been appointed as an Additional Director (Independent) under Section 161 of the Companies Act, 2013 w.e.f. 24th March, 2015.

Mrs. Phadnis is a retired officer from State Bank of India and holds a Master's Degree in zoology and MBA Finance. She is having experience of 36 years in various managerial activities.

As an Additional Director, Mrs. Phadnis shall hold office up to the date of the ensuing Annual General Meeting. The company has received a notice as per the provisions of Section 160(1) the Companies Act, 2013, from a member proposing her appointment as Director. The Board of Directors therefore recommends her appointment subject to the approval of shareholders at ensuing Annual General Meeting.

* Mr Sunil Kansal: During the year under review Mr. Sunil kansal has been appointed as Chief Financial Officer (CFO) of the company w.e.f. 31st March, 2015 pursuant to Section 203 of Companies Act, 2013 read with Listing Agreement.

Mr kansal is associated with the Company since 2008 with present designation of Sr. General Manager (Finance & Accounts). Considering the qualification and nature of duties being carried out by Mr. kansal, the Nomination & Remuneration Committee of the Board proposed the appointment of Mr. kansal as CFO of the Company which was subsequently ratified by Board of Directors in their meeting held on 24th March, 2015.

Further Mr. Rajeev Surana, Whole time director shall be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

15. Consolidated Financial Statements and Cash Flow Statement

As required under Clause 32 of the Listing Agreement and Companies Act, 2013, the Consolidated Financial Statements of the Company have been prepared in accordance with the requirements of Accounting Standards issued by 'The Institute of Chartered Accountants of India'. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms part of the Annual Report.

16. Disclosures Regarding Esops

The Compensation Committee of the Board of Directors of the Company administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the prescribed SEBI Guidelines'. The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March, 2015 with regard to the Employees' Stock Option Scheme are provided hereunder. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2015 with regard to the Employees' Stock Option Scheme (ESOS) are provided hereunder:

Sr. Particulars 1st Grant 2nd Grant 3rd Grant No. (Effective (Effective (Effective date being date being date being 1st October, 5th July, 1st July, 2011) 2012) 2013) a) Options granted 400380 31000 368500

b) The pricing formula Rs. 2/- Rs. 2/- Rs. 2/- per share per share per share

c) Options vested 133080 8250 17675

d) Options exercised 129153 8250 17175

e) The total number of shares arising as a result of 129153 8250 17175 exercise of option

f) Options lapsed 214255 3500 53000

g) Variation of terms of options Nil Nil Nil

h) Money realised by exercise of options Rs. 2,58,306 Rs. 16,500 Rs. 34,350

i) Total number of options in force 186125* 27500** 315500

j) Employee wise details of options granted to-

Senior Managerial Personnel:

Naveen Prakash Sharma 22500 35000

Sandeep Chaudhary 15000 - 20000

Krishan Gopal Gupta 17500 - 17500

Sunil Kansal 17500 - 17500 Kamal Singh 17500 - 17500

V S Tanwar 25000 - 20000

Yogesh Malhotra - 22500 26000

Sanjay Singh Baid - - 20000

Vijay Pareek - - 20000

Any other employee who receives a grant in any one year of option amounting to Nil Nil Nil 5% or more of option granted during the year

Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued Nil Nil Nil capital (excluding outstanding warrants and conversions) of the company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in accordance with [Accounting Standard 20 'Earnings Per Share']

l) Method of Calculation of Employee Compensation Cost The employee compensation cost has been calculated using the intrinsic value method of accounting for Options issued under the Company's Employee Stock Option Scheme. The employee compensation cost as per the intrinsic value method for the financial year 2014-15 is Rs. 25.51 Lacs

m) Difference between the employee compensation cost so computed by intrinsic value method and the employee compensation cost that shall have been Rs. 8.40 Lacs recognised if it had used the fair value of the options (in Lacs)

n) The impact of this difference on profits and on Earnings Per Share of the Company.

The effect on the profits and earnings per share, had the fair value method been adopted, is presented below: (Rs. In Lacs)

Profit after Tax as reported 511.22

Add: Intrinsic Value Compensation Cost 25.51

Less: Fair Value Compensation Cost 33.91

(Binomial Pricing Model)

Adjusted Profit 502.82

Earnings Per Share Basic (Rs.) Diluted (Rs.)

As reported 0.75 0.75

As adjusted 0.74 0.73

o) Weighted-average Exercise price granted during April Rs. 2/- 2013 to March 2014

Weighted-average Exercise price granted during April Rs. 2/- 2014 to March, 2015

Weighted-average fair value of options Rs. 47.40 outstanding as on 31st March 2014

Weighted-average fair value of options Rs. 47.38 outstanding as on 31st March, 2015 A description of the method and significant assumptions used during the year to estimate the Binomial Pricing Model fair values of options, including the following weighted-average information:

Risk-free interest rate 7.85%

Expected life (in years) 2.58

Expected volatility 70.63%

Expected dividends N.A.

p) The price of the underlying share in market at the time of Rs. 76.95 Rs. 176.20 Rs. 21.45 option grant

* This is total number of live options of First Grant. Of it 129153 options have been exercised till the end of F.Y. 2014-15.

** This is total number of live options of Second Grant. Of it 8250 options have been exercised during the year.

17. Listing of Equity Shares

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE Ltd) and National Stock Exchange (NSE) and the Listing fees for the Financial Year 2015-16 has been duly paid.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

19. Fixed Deposit

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

20. share capital

The Company has made allotment of 79412 Equity Shares of Rs. 2/- each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company. In view of the above allotment, the outstanding shares of the Company during the year has increased from 6,81,75,166 equity shares of Rs. 2/- each to 6,82,54,578 equity shares of Rs. 2/- each.

21. Miscellaneous

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Details relating to deposits covered under Chapter V of the Act.

* Issue of equity shares with differential rights as to dividend, voting or otherwise.

* Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP's referred to in this Report.

* Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

22. Acknowledgement

The results of an organisation are great reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognise the contribution made by the employees of the company and all stakeholders for successful operations of the company. The Directors also place on record their appreciation for the sincere cooperation and assistance of Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Bankers, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies.

For and on behalf of the Board

Sd/- Sd/- (Rajat Agrawal) (Rajeev Surana) Date: 23rd May, 2015 Managing Director Whole-time Director Place: Jaipur DIN: 00855284 DIN: 1374077

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Mar 31, 2013

The Directors are delighted to present the 21st Annual Report together with the audited accounts of your Company for the financial year ended 31st March, 2013

Financial Highlights

The Consolidated audited financial results of the Company for the year ended March 31st, 2013 are summarized below:

(Rs.In Crores)

Particulars 2012-13 2011-12

Total Income 402.27 272.88

Total Expenditure 367.55 249.86

Profit Before Interest, Depreciation and Tax (PBIT) 34.72 23.02

Less: Interest 5.58 1.90

Less: Depreciation 2.19 1.52

Profit Before Tax 26.95 19.60

Exceptional Items 0.34 (1.12)

Profit from Ordinary Activities before Tax 27.29 18.48

Prior Period Items 0.00 0.03

Less: Provision for Taxation Including Deferred Tax 3.79 3.27

Profit After Tax (PAT) 23.50 15.24

Share in Profit of Associates 0.00 0.52

Less: Minority Share in Profit & Loss 4.46 0.73

Profit Available for Appropriation 19.04 15.04

APPROPRIATION:

Anterim dividend 3.41 1.36

Corporate tax on Interim dividend 0.55 0.22

Transfer from Capital Reserve on Consolidation 6.94 (0.13)

Transfer to General Reserve 1.80 0.78

Proposed for Dividend 2.04 4.09

Corporate tax on Dividend 0.35 0.66

Balance Carried to Balance Sheet 3.95 8.06

Previous year figures have been re-grouped and re arranged wherever considered necessary.

1. State of Company''s Affairs

The global economic scenario in FY 2012-13 continued to be fraught with challenges. Major economies witnessed slower growth. As the year progressed, business environment remained difficult and operating in such a testing environment proved challenging. FY 2012-13 proved to be full of global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed rationally well and the highlights of the performance are as under

Consolidated Results:

- Consolidated Total Revenue increased to " 402.27 Crores evince an ambitious increase of 47% against the corresponding figure of previous year of " 272.88 Crores

- The Operating Profit before Interest, Depreciation and Tax stood at " 34.72 Crores in financial year 2012-13 as compared to " 23.02 Crores in previous financial year.

- Net Profit after Tax at " 19.04 Crores present substantial ncrease of 27% over the previous year Net Profit after Tax of

15.04 Crores.

- The Earning Per Share of the Company stood at" 2.79 per share having face value of " 2 each

- The Net Worth of the Company at" 99.39 Crores raised by 15% over the corresponding figure of previous year

- The Total Assets of the Company accounted at " 216.08 Crores against Total Assets for previous year at 165.50 Crores

Standalone Results:

- Total Revenue increased to " 262.81 Crores evince an ambitious increase of 27% against the corresponding figure of previous year of " 206.62 Crores

- The Operating Profit before Interest, Depreciation and Tax stood at " 18.23 Crores in financial year 2012-13 as compared to " 11.69 Crores in previous financial year.

- Net Profit after Tax at" 17.97 Crores depicting substantial ncrease of 130% over the previous year Net Profit after Tax of" 7.82 Crores

- The Earning Per Share of the Company stood at" 2.64 per share having face value of " 2 each

- The Net Worth of the Company at" 77.20 Crores raised by 19% over the corresponding figure of previous year.

- The Total Assets of the Company accounted at " 162.16 Crores against Total Assets for previous year at" 123.38 Crores

2. Dividend

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend is linked to long term growth objectives of the Company.

During the Year, the Company''s Board of Directors approved the payment of 1st Interim Dividend @ 10% (" 0.20 per equity share) and 2nd Interim Dividend @15 % (" 0.30 per equity share) respectively making the total payout of interim dividend @ 25 % amounting to " 3.41 Crores

Further, the Board has recommended payment of Final Dividend @ 15 % (" 0.30 per equity share ) amounting to 2.04 Crores. With this the total payout of dividend for the year 2012-13 will be 40% amounting to " 5.45 Crores. The dividend will be paid to members whose names appear in the Register of Members as at the close of business hours on 23rd July, 2013 and in respect of shares held in dematerialized form it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. Performance of Subsidiaries/ Associate Companies and Firms

a. Gravita Exim Ltd, India: Gravita Exim Ltd is a wholly-owned subsidiary of the Company. This subsidiary was engaged in the business of providing comprehensive Turnkey Solutions for Cost Effective Battery Recycling Process & Plant with Environment-Friendly Technology till 2012. Since inception the company has supplied 44 recycling plants around 37 countries globally. However, during the year under review the Company switched to the business of trading of various kind of commodities. From this new business, the company achieved a turnover of " 15.07 Crores during the current year. However, there was a Loss amounting to " 0.84 Crores on account of trading of Heavy Metal Scrap (HMS) and diversification of business activities of the Company into trading of various commodities. During the year Gravita Exim Limited acquired 358475 shares having face value of LKR 100 each equivalent to 40% of the total paid up capital of Navam Lanka Limited from its Parent Company Gravita India Limited

b. Gravita Ghana Ltd, Ghana: Gravita Ghana Ltd is wholly -owned subsidiary of the Company. The subsidiary is engaged in recycling of Lead Acid Battery Scrap for producing Re-melted Lead Ingots, PP Chips etc. During the year under review the volume of production of Re-melted Lead Ingots was 2,961 MT as against 2,403 MT during the Previous Year This subsidiary achieved a turnover of Rs. 30.88 Crores as against Rs. 27.04 Crores for previous year. The Profit after Tax of the Unit amounted to Rs. 0.63 Crores which is comparatively low from previous year. Lack of easy availability of Raw Materials and increased cost of production contributed to declining profit margins. Going forward, the company will continue its focus on plant optimization through initiatives such as Raw Material Planning and stringent cost control measures.

c. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is a step down subsidiary of Gravita India Ltd. This subsidiary is engaged in the business of re-melting and recycling of Lead Scrap. During the Year under review this subsidiary produced 3,366 MT of Remelted Lead Ingots as against 2,383 MT during the previous year and achieved a turnover of Rs. 36.72 Crores and Profit after Tax amounted to Rs. 5.49 Crores depicting a tremendous increase of 106 % as against previous year profits. Further, as a part of Strategic Corporate Restructuring, Gravita India Limited transferred its complete equity stake in Gravita Senegal SAU to its step down subsidiary Gravita Netherlands BV, Netherlands.

d. Gravita Mozambique LDA, Mozambique: Gravita India Limited collectively with Its Wholly owned subsidiary Gravita Exim Limited holds the entire stake of Gravita Mozambique LDA. During the Year under review this subsidiary has produced 1,702 MT of Remelted Lead Ingots as against 894 MT during previous year depicting 90% increase in production, and achieved a turnover of Rs. 19.95 Crores coupled with a Profit after Tax of Rs. 0.21 Crores.

e. Gravita Global Pte Ltd, Singapore:

The Company incorporated a wholly owned subsidiary named as Gravita Global Pte. Ltd in Singapore and during the year invested a sum of USD 1295000. The subsidiary will be the global subsidiary of the Company and as per strategic restructuring plan of Company all other overseas subsidiaries will come under this global subsidiary. The trading operations of this subsidiary are anticipated to commence by this year.

f. Gravita Netherlands B.V., Netherlands: The Company has also set up a step subsidiary named as Gravita Netherlands B V, Netherlands under its wholly owned subsidiary Gravita Global Pte Ltd in May 2012 to re-structure and consolidate its holding in overseas subsidiaries. As a part of restructuring this subsidiary acquired 100% holding of Gravita Senegal S.A.U and 12% stake in Navam Lanka Limited. Further this subsidiary also incorporated two new subsidiaries viz. Gravita Trinidad and Tobago Ltd, Port of Spain and Gravita Nicaragua S.A. Nicaragua,

g. Navam Lanka Ltd, Srilanka: Navam Lanka Limited is engaged in Recycling of Lead Acid Battery Scrap, Lead Scrap Smelting of Lead Concentrate to produce Re-melted Lead Ingots & Polypropylene Chips / Granules. It is the largest producer of Lead Ingots and Polypropylene Chips in Sri Lanka. Gravita India Limited holds 52% of stake in Navam Lanka Ltd, Srilanka through its subsidiaries i.e. Gravita Exim Limited (40%) and Gravita Netherlands B.V., Netherlands (12%). During the year under review the performance of this subsidiary was phenomenal. It produced 3,762 MT of Remelted Lead Ingots comparative to 2,138 MT in previous year and achieved a total turnover of Rs. 56.60 Crores as compared to Rs. 21.12 Crores coupled with Net Profit after Tax of Rs. 7.22 Crores as compared to Rs. 2.17 Crores of previous year which is almost three times higher from previous year.

h. M/s Gravita Metals, India: Gravita India Limited holds 95% share in the partnership firm M/s Gravita Metals, Jammu. The balance share of 5% is held by its subsidiary Gravita Exim Ltd. During the period under review the Company has availed increased credit limits from Rs. 10.75 Crores to Rs. 22.75 Crores from J&K Bank, Gangyal, Jammu and accordingly the Company has also provided Corporate Guarantee for the extended credit facilities of Rs. 22.75 Crores. The year-end performance of the Unit has been spectacular with production of 8,049 MT depicting an increase of 88% in production of Refined Lead/ Lead Alloys resulting in a turnover of Rs. 111.37 Crores and Profit after Tax of Rs. 8.25 Crores.

i. M/s Gravita Metal Inc, India: The Company along with its subsidiary Gravita Exim Limited holds 100% share in this Partnership firm also with same ratio of profit sharing i.e. 95:5. During the year under review the Unit achieved

a total turnover of " 6.78 Crores with Net Profit of " 0.42 Crores. Further, during the period under review the Company has extended a Corporate Guarantee in favor of J&K Bank, Gangyal, Jammu against the credit limits amounting to " 5 Crores sanctioned to the firm by the said Bank.

j. M/s Gravita Technomech, India: The Company established this Unit in the year 2010-11 in Mahindra Special Economic Zone at Jaipur. The unit is engaged in manufacturing and supply of Plant & Machinery on turnkey basis. During the year under review this Unit executed 8 Turnkey projects and contributed a Turnover of " 9.70 Crores with a PAT of " 2.19 Crores. This Unit is having 3 projects under execution

4. Other Subsidiaries

The Company has some other subsidiaries which have not yet started their commercial production. The details of the same are given hereunder:

- Gravita Energy Limited

- Gravita Infra Private Limited

- Noble Build Estate Private Limited

5. Sale/Disinvestments/winding up/striking off

During the period under review, the Company diluted its entire stake of 33.33% from Gravita Honduras S.A. The Company decided to disinvest from its honduras venture for want of sufficient availability of raw material, high labour cost and constant decline in profit margins

Further the company has also made an application to Registrar of Companies, Jaipur for striking off the name of its subsidiary Gravita Technomech LLP, it being non-operational since incorporation

6. Expansion / Diversification

During the period under review, the Company incorporated two new manufacturing entities namely Gravita Nicaragua S.A., Nicaragua and Gravita Trinidad and Tobago Ltd., Port of Spain

Further Gravita India Limited along with its Wholly Owned Subsidiary, Gravita Exim Limited has acquired 100% stake in Noble Build Estate Private Limited, Jaipur.

Furthermore the Company has increased its installed capacity by installing an additional plant at its manufacturing plant at

Phagi (Jaipur).

The Company has also established a new manufacturing unit in Bhuj, Gujarat so as to enhance its working capacity.

7. Finance

The Company is expanding its business globally and to meet its Working Capital requirement Company needs to infuse funds to carry out its operations efficiently and in smooth manner. During the year under review, the Company has enhanced its Working Capital Limits, and changed its existing bankers from Punjab National Bank to State Bank of India. The credit limit of company has increased from Rs. 35 Crores to Rs. 43 Crores. In addition, the Company is already availing credit facilities of Rs. 15 Crores from IDBI Bank Ltd also. A Consortium between SBI and IDBI is about to be entered shortly.

Further, during the year under review the Company provided Corporate Guarantee in favour of J&K Bank, Jammu for securing Credit Facilities of Rs. 5 crore availed by M/s Gravita Metal Inc, Kathua a subsidiary firm of the Company. The Company has also provided its Corporate Guarantee for Rs. 22.75 Crores in favour of J&K Bank, Jammu for securing Credit facility of Rs. 22.75 Crores availed by subsidiary firm M/s Gravita Metals, Jammu.

8. Reserves

In compliance of Section 205A (2A) of the Companies Act, 1956 and in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to carry an amount of Rs. 1.80 Crores to the General Reserve Account.

9. Management Discussion and Analysis Report

Management Discussion and Analysis Report forming part of Director''s Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange (s), is presented in separate section forming part of Annual report. The report provides strategic direction and a more detailed analysis on the performance of the Company and its Outlook.

10. Auditors'' report

The qualifications/observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and explained / clarified wherever necessary, hence no further information and explanation is required under Section 217(3) of the Companies Act, 1956.

11. Auditors

M/s Rajvanshi & Associates, Chartered Accountants, existing Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to their re-appointment as Statutory Auditors of the Company for the Financial Year 2013-14.

Accordingly, the Audit Committee and the Board of Directors of the company have recommended the appointment of M/s Deloitte Haskin and Sells, Chartered Accountants, Delhi as Statutory Auditors of the Company for the Financial Year 2013-14. The Company has received a certificate from M/s Deloitte Haskin and Sells, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act, 1956.

12. Cost Auditor

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed M/s HMVN & Associates, as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company. They were also the cost auditor for the previous year ended 31st March, 2013. The cost audit report is required to be filed within 180 days from end of financial year.

13. Share Capital

The Company has made Allotment of 27552 Equity Shares of Rs. 2 each to the Employees of the Company and its subsidiaries upon exercise of an equal number of stock options granted to them pursuant to the Stock Option Scheme of the Company.

In view of the above allotment, the outstanding shares of the Company during the year has increased from 6,81,00,000 equity shares of Rs. 2 each to 6,81,27,552 equity shares of Rs. 2 each.

14. Directors

Mr. Dinesh Kumar Govil, Director of the Company, retires from the Board by rotation and being eligible offer himself for re-appointment.

Further Mr. Rajat Agrawal , Managing Director and Mr. Rajeev Surana, Whole-time Director of the Company have been re-appointed for a further period of 3 Years w.e.f 26.09.2012.

A brief Resume of Mr. Dinesh Kumar Govil, Mr. Rajat Agrawal and Mr. Rajeev Surana along with the additional information required under Clause 49 (IV) (G) of the Listing Agreement, is given in the notes to the Notice of the ensuing Annual General Meeting.

15. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

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

ii) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit and loss of the Company for that period;

iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) They have prepared the Annual Accounts on a Going Concern basis.

16. Subsidiary Companies

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Financial information of the Subsidiary Companies is disclosed in the Annual Report under Statement pursuant to Section 212 of the Companies Act, 1956.

The Consolidated Financial Statements of the Company and its Subsidiaries prepared in accordance with Accounting Standard (AS) 21 issued by the Institute of Chartered Accountants of India (ICAI) forms a part of the Annual Report.

17. Listing Fees

The Shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Limited (BSE) and the Listing Fee for the Year 2013-14 has been duly paid.

18. Fixed Deposit

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

19. Corporate Governance

The Company has vigorously striven to follow the best Corporate Governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability.

The Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached and forms part of this report. Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company‘s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this report.

20. Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

21. Disclosures regarding ESOPs

The members of the Company at its Annual General Meeting held on 27th July 2011 had approved the issue of Stock Options to eligible employees/directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on 10th August 2011 approved the "Gravita ESOP 2011” Scheme. The Compensation Committee formed to govern the Gravita ESOP 2011 Scheme approved first grant of options to eligible employees/directors of the Company on 23rd September 2011 effective from 1st October 2011. The Committee approved second grant of Options to eligible employees on 5th July, 2012. The details of ESOPs pursuant to clause 12 of SEBI (ESOP & ESPS) Guidelines, 1999 are disclosed hereunder:

Disclosure regarding Grants under Gravita Employees Stock Option Plan 2011

Sr. Particulars First Grant (Effective date 2nd Grant (Effective date No. being 1st October, 2011) being 5th July, 2012)

a) Options granted 400380 31000

b) The pricing formula Rs. 2/- per share* Rs. 2/- per share

c) Options vested 28446 Nil

d) Options exercised 27552 Nil

e) The total number of shares arising as a result of 27552 Nil exercise of option

f) Options lapsed 162910 3500

g) Variation of terms of options Nil Nil

h) Money realized by exercise of options 55104 Nil

- Any other employee who receives a grant in any Nil Nil one year of option amounting to 5% or more of

option granted during the year

- Identified employees who were granted option, Nil Nil during any one year, equal to or exceeding 1% of the

issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of 2.63 2.63

shares on exercise of option calculated in accordance with Accounting Standard 20 ‘Earnings Per Share''

) -The price of the underlying share in market at the " 76.95 ## -176.20 time of option grant.

* on 23rd September 2011 the options under first grant were issued against 1 share of "10/- each. Subsequently in May 2012, the shares of the Company were sub-divided from 1 share of " 10 each to 5 shares of " 2 each. Accordingly all the number of options of first grant have been adjusted by multiplying them by 5.

** This is total no of live options. Of it 27552 options have been exercised during the year

## The market price of share has been divided by 5 consequent to sub division of shares

22. Energy Conservation, Technology Absorption and Foreign Exchange Earnings

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure to the Directors'' Report.

23. Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the Consolidated Financial Statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof form part of the Annual Report.

24. Insider Trading Prevention Code

The Company has adopted a Code of Conduct and Insider Trading Code for its senior management, designated employees including the Board of Directors. The Insider

Trading Code was amended during the year and the revised Code widens the coverage of definition of ‘Insider'' coupled with addition of more definitions and change in limits of pre-dealing approvals, whilst retaining the ethos of the Gravita brand and reputation. Both these codes are available on the Company''s website.

25. Note of Appreciation

The Directors express their appreciation for the sincere cooperation and assistance of Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. For and on behalf of the Board

(Rajat Agrawal) (Rajeev Surana) Managing Director Whole Time Director

---

Mar 31, 2012

The Directors have pleasure in submitting the 20th Annual Report together with the audited statement of accounts of your Company for the financial year ended 31st March 2012.

Financial highlights

The consolidated audited financial results of the Company for the year ended 31st March 2012 are summarised below:

(Rs In crore)

Particulars 2011-12 2010-11

Total Income 272.88 256.85

Total Expenditure 249.86 234.40

Profit Before Interest, Depreciation and Tax (PBIT) 23.02 22.45

Less: Interest 1.90 1.56

Less: Depreciation 1.52 1.16

Profit Before Tax 19.60 19.73

Exceptional Items (1.08) (0.51)

Profit from Ordinary Activities before Tax 18.52 19.22

Less: Provision of Taxation Including deferred Tax 3.27 4.84

Profit After Tax (PAT) 15.25 14.38

Share in Profit of Associates 0.52 0.42

Minority Share in Profit & Loss (0.73) (0.05)

Profit Available for Appropriation 15.04 14.75

APPROPRIATION:

Interim dividend 1.36 -

Corporate tax on Interim dividend 0.22 -

Transfer from Capital reserve on Consolidation (0.13) (0.15)

Transfer to General reserve 0.78 0.97

Proposed for Dividend 4.09 5.45

Corporate tax on Dividend 0.66 0.90

Balance Carried to Balance Sheet 8.06 7.58

Previous year figures have been re-grouped and re-arranged wherever considered necessary.

1. State of the Company's affairs

The year 2011-12 was an exceptional year for the Lead market. Despite high fluctuations in the LME prices of Lead coupled with steep cost inflation, especially towards the end of the year, your Company was able to achieve a consolidated total revenue of Rs272.88 crore as against Rs256.85 crore of the corresponding figure of previous year. Further, during the year under review, the consolidated turnover of the Company at Rs263.72 crore witnessed an increase of 4% over the previous years figure of Rs253.63 crore.

The Company earned an Operating Profit Before Interest, Depreciation and Tax of Rs23.02 crore in the current financial year as compared with Rs22.45 crore in the previous financial year. However, the Company earned a Net Profit After Tax of Rs15.04 crore with a marginal increase of 2% over the previous years Net Profit After Tax of Rs14.75 crore.

On standalone basis, the Company achieved Net Sales of Rs200.42 crore in 2011-12 against Rs195.38 crore in 2010-11. Additionally, the standalone Profit After Tax is Rs7.82 crore with a 20% decrease as compared with the previous year. The decline in profit is due to increased Employee Cost on account of Employee Stock Option Plan and high raw material costs, strong dollar prices as compared with the rupee. Further, some new projects were established in the year under review, the production/returns whereof will start emanating in the forthcoming years. The provision for tax reduced as compared with the last year due to better tax planning by investing in tax- efficient zones.

2. Dividend

Your Company has a consistent track-record of dividend payment. Earlier this year, the Company's Board of Directors approved the payment of an interim dividend of 10% per equity share (Rs1/- per equity share) amounting to Rs1.36 crore.

Further, the Board recommended the payment of final dividend of Rs0.60 per equity share (i.e. 30% of the face value of Rs2/- per share) amounting to Rs4.08 crore. The final dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956.

With this, the total dividend payment for 2011-12 will be 40% of the face value amounting to Rs5.44 crore.

3. Performance of Subsidiaries/Associate Companies and Firms

During the year under review, the performance of the Company's subsidiaries and associates is summarised as under:

a. Gravita Exim Ltd., India: Gravita Exim Ltd is a wholly- owned subsidiary of the Company. This subsidiary provides turnkey solutions for Lead recycling, refining/alloying and oxide plants. It already supplied 44 plants in 32 countries globally. During the year under review, this Company achieved a turnover of Rs5.19 crore. However, there was a loss amounting to Rs0.82 crore owing to the Company,s diversified business activities into trading various commodities.

b. Gravita Ghana Ltd., Ghana: Gravita Ghana Ltd is wholly- owned subsidiary of the Company. During the year under review, the subsidiary produced 2404 MT of Remelted Lead ingots and achieved a turnover of Rs27.04 crore and profit after tax of the unit amounted to Rs4.62 crore. Further, the Company has committed to provide a loan of USD 1.95 million to Gravita Ghana Ltd for capital expenditure and working capital requirements of the said subsidiary during the current fiscal.

c. Gravita Senegal SAU, Senegal: Gravita Senegal SAU is also a wholly-owned subsidiary of Gravita India Ltd. During the year under review, this Company produced 2,385 MT of Remelted Lead ingots and achieved a turnover of Rs32.30 crore and Profit After Tax amounted to Rs2.67 crore. Further, the Company committed to provide a loan of USD 1.40 million to Gravita Senegal SAU for capital expenditure and working capital requirements of the said subsidiary. During the year under review, this Company increased its annual installed capacity from 1,800 MTPA to 3,800 MTPA by installing additional Plant and Machinery and other equipment.

d. Gravita Mozambique LDA, Mozambique: Gravita Mozambique LDA is a wholly-owned subsidiary of the Company, with a 96.38% stake by Gravita India Ltd and 3.62% stake of Gravita Exim Ltd. During the year under review, this Company increased its annual installed capacity from 1,800 MTPA to 3,800 MTPA by installing additional Plant and Machinery and other equipment. Further, the said subsidiary shifted its plant and operations to a free zone area, thereby enjoying various fiscal benefits. During the year under review, this subsidiary produced 894 MT of Remelted Lead ingots and achieved a turnover of Rs12.55 crore coupled with a Profit After Tax of Rs0.61 crore.

e. Gravita Global Pte Ltd, Singapore: During the year under review, your Company incorporated a wholly-owned subsidiary Gravita Global Pte Ltd, in Singapore for wholesale trade and investments. This subsidiary will commence its operations in the current year.

f. Gravita Netherlands B.V., Netherlands: The Company set- up a step subsidiary named Gravita Netherlands B V under its subsidiary Gravita Global Pte Ltd in Amsterdam, Netherlands, in May 2012 to restructure and consolidate its holding in overseas subsidiaries.

g. Gravita Honduras S.A., Honduras: Gravita India holds a 33.33% stake in Gravita Honduras S.A. This unit started its commercial production in August 2011. During the year under review, this unit produced 956 MT of Remelted Lead ingots. The unit's total turnover for the period under review was Rs8.56 crore with a loss of Rs1.00 crore.

h. Navam Lanka Ltd., Srilanka: Gravita India holds 40% of stake in Navam Lanka Ltd, Sri Lanka. During the year under review, this associate unit produced 2,148 MT of Remelted Lead ingots and achieved a total turnover of Rs21.12 crore as compared with Rs25.79 crore in the previous year. Net Profit After Tax amounted to Rs2.17 crore compared with the corresponding figure of the previous year amounting to Rs2.41 crore. The marginal decrease in Profit After Tax was on account of a ban on exporting Lead ingots from Sri Lanka by the Ministry of Industry, Sri Lanka in October 2011. However, the said ban was lifted by the Government of Sri Lanka vide their decision dated 9th May 2012. However, a gazette notification towards the same is yet to come. The outlook for the current year is promising.

Further, the step subsidiary of the Company viz., Gravita Netherlands B.V., entered into an Agreement on 10th May 2012 to purchase an additional 12% shares of Navam Lanka Ltd. Consequent to this transfer of shares, Navam Lanka Ltd will also become a subsidiary of Gravita India Ltd with an aggregate 52% stake.

i. M/s Gravita Metals, India: During the year under review, the Company acquired a further stake of 40%, with a total stake of 95% in the partnership firm M/s Gravita Metals, Jammu (formerly known as M/s K M Udyog). The balance stake of 5% is held by its subsidiary Gravita Exim Ltd. The unit's year-end performance was commendable as it produced 4,222 MT of Refined Lead/Lead Alloys resulting in a Turnover of Rs52.89 crore and Profit After Tax of Rs1.78 crore.

j. M/s Gravita Metal Inc, India: During the year thereby making the Company along with its subsidiary Gravita Exim Limited, acquired a 100% stake in this partnership firm. During the year under review, the unit achieved a total Turnover of Rs2.22 crore with a Loss of Rs0.15 crore.

k. M/s Gravita Technomech, India: The Company established this unit in 2010-11 in the Special Economic Zone at Jaipur. The unit manufactures and supplies plant and machinery on a turnkey basis. During the year under review, this unit executed three turnkey projects and contributed a Turnover of Rs4.46 crore with a PAT of Rs1.45 crore. This unit has four projects under execution.

4. Sale/Disinvestments

During the period under review, in order to increase the focus on its core business, your Company digressed from Floret Tradelink Ltd, Jaipur, India and Penta Exim Ltd, Jaipur, India. Further, the Company also disinvested its complete stake in its wholly-owned subsidiary Gravita Georgia LLC, Georgia.

5. Finance

During the year under review, Export-Import Bank of India sanctioned a term loan of USD 3.35 million to the Company to part finance the capital expenditure and working capital requirements of its wholly-owned subsidiaries viz. Gravita Ghana Limited (USD 1.95 million) and Gravita Senegal SAU (USD 1.40 Million).

Further, during the current year, the Company entered into consortium finance by adding IDBI Bank with Punjab National Bank, the existing bankers of the Company named "PNB Consortium". With consortium finance, the working capital limits of the Company were enhanced from Rs35 crore to Rs50 crore.

During the year under review, the Company provided a corporate guarantee to J&K bank, Jammu to secure credit facilities of Rs10.75 crore availed by M/s Gravita Metals, Jammu, a subsidiary firm of the Company.

6. Expansion/Diversification

During the year under review, the Company entered into new ventures to expand existing capacities as well as to diversify into other areas. The Company, along with its subsidiary Gravita Exim Ltd acquired a 100% stake in M/s Gravita Metal Inc, Kathua (formerly known as M/s Metal Inc) with a Lead smelting and refining capacity of 3,600 MTPA. The Company also acquired a further stake of 45% in M/s Gravita Metals, Jammu (formerly known as M/s K M Udyog). Accordingly, this unit has also become a wholly-owned subsidiary firm of the Company.

During the period under review, the Company incorporated an overseas entity in Singapore namely Gravita Global Pte Ltd, a wholly-owned subsidiary of Gravita India Ltd. Another wholly- owned subsidiary was set-up under Gravita Global namely Gravita Netherlands B.V. in Amsterdam, Netherlands.

7. Reserves

In compliance of Section 205A (2A) of the Companies Act, 1956 and in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975, it proposed to carry an amount of Rs78, 22,880 to the General Reserve Account.

8 Sub-division of shares

During the year under review, the Company's Board of Directors at their meeting held on 9th March 2012 recommended to sub- divide one equity share of face value of Rs10/- each into five equity shares of Rs2/- each which was approved by shareholders through a postal ballot on 11th May 2012. Splitting equity shares will provide more liquidity, less volatility and contented entry of small investors.

9. Management Discussion and Analysis Report

Management Discussion and Analysis report, forming part of the Director's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the stock exchange (s), is presented in a separate section forming part of Annual Report. The Report provides strategic direction and a more detailed analysis on the performance of the Company and its outlook.

10. Utilisation of IPO proceeds

The Company came up with an Initial Public Offering ('IPO' or 'Issue') in November 2010. The shares of the Company got listed on the National Stock Exchange of India Ltd (NSE) and BSE Ltd on 16th November 2010. The IPO was floated for 36,00,000 equity shares of Rs10/- each at an offer price of Rs125/-. During the year under review, the Company changed its investment plans and the allocated amount received in IPO fund was also changed with the prior approval of shareholders at the last AGM dated 27th July 2011 and further through postal ballot on 11th May 2012. The revised objectives for utilising IPO funds is summarised below:

Revised IPO objectives:

(Rs In lacs)

Sr No Object Amount Total Amount

1 Set-up additional manufacturing facilities at Jaipur 350.00

2 Invest in overseas ventures at

-Senegal- Gravita Senegal SAU 182.77

-Honduras- Gravita Honduras SA 336.25 519.02

3 Margin money for working capital requirement 2,500.00

4 Investment in Gravita Global Pte Ltd, Singapore for:-

Additional Stake of 12% in Navam Lanka Ltd. Sri Lanka 195.00 195.00

5 Setting up a new partnership firm M/s Gravita Technomech SEZ 245.00

6 Acquisition of M/s KM Udyog, Jammu (Presently known as M/s Gravita Metals) 750.00

7 Acquisition of M/s Metal Inc Kathua (Presently known as M/s Gravita Metal Inc.) 300.00

8 General corporate purposes 90.00

9 Expenses of the issue 261.54

Total 5,210.56

Means of finance:

(Rs In lacs)

Particulars Old Revised

Proceeds of the issue 4,500.00 4,500.00

Internal Accruals 718.65 710.56

As of date, the total IPO funds have been utilised as per the revised objectives stated as above.

11. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

(ii) They have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the Profit and Loss of the Company for that period.

(iii) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

(iv) They have prepared the Annual Accounts on a going concern basis.

12. Subsidiary company

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Company's subsidiaries is attached to the Balance Sheet.

The Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India (ICAI) forms a part of the Annual Report.

13. Listing fees

The shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE) and the Listing Fee for 2012-13 has been duly paid.

14. Fixed deposit

The Company has not accepted any fixed deposits from public, shareholders or employees during the year under report.

15. Auditors' Report

The qualifications/observations and comments given in the report of the Auditors read together with Notes to Accounts are self explanatory and explained/clarified wherever necessary, hence no further information and explanation is required under Section 217(3) of the Companies Act, 1956.

16. Auditors

M/s Rajvanshi & Associates, Chartered Accountants, existing Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and seek re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company received a certificate from M/s Rajvanshi & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

17. Corporate Governance

The Company has vigorously striven to follow the best Corporate

Governance practices aimed at building trust among key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of Corporate Governance - transparency, fairness, disclosure and accountability.

The compliance report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is attached and forms part of this report. Certificate of the CEO/ CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the stock exchanges, is attached in the Corporate Governance report and forms part of this Report.

18. Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

19. Disclosures regarding ESOPs

The members of the Company at its Annual General Meeting held on 27th July 2011, approved the issue of stock options to eligible employees/Directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on 10th August 2011 approved the "Gravita ESOP 2011" Scheme. The Compensation Committee formed to govern Gravita ESOP 2011 Scheme approved first grant of options to eligible employees/Directors of the Company on 23rd September 2011 effective from 1st October 2011. The details of ESOPs pursuant to Clause 12 of SEBI (ESOP & ESPS) Guidelines, 1999 are disclosed hereunder

a) Options granted 80076

b) The pricing formula Rs 10 /- per share

c) Options vested Nil

d) Options exercised Nil

e) The total number of shares arising as a result of exercise of option Nil

f) Options lapsed 16,258

g) Variation of terms of options Nil

h) Money realised by exercise of options Nil

i) Total number of options in force 63,818

j) Employee wise details of options granted to

- Senior managerial Personnel

Navin Prakash Sharma 4500

Gopal Agarwal 2000

Sandeep Chaudhary 3000

Krishan Gopal Gupta 3500

Sunil Kansal 3500

R G Chaudhary 4500

Shailendra Tripathi 3000

Akshaya Goyal 3000

Kamal Singh 3500

V S Tanwar 5000

- Any other employee who receives a grant in any one year of option amounting to 5% or more Nil of option granted during the year

- Identified employees who were granted option, during any one year, equal to or exceeding 1% Nil of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k) Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in NA accordance with Accounting Standard 20 'Earnings Per Share'

l) Method of Calculation of Employee Compensation Cost Intrinsic Value Method

m) Difference between the employee compensation cost so computed at point (l) above and the employee compensation cost that shall have been recognised if it had used the fair value of the options (in Lacs) is as under:

Profit After Tax (Rs in Lacs): 782.29

Add: Employee Compensation cost based on intrinsic value (Rs in Lacs) 47.83

Less: Additional Employee Compensation Cost Based on Fair Value (Rs in Lacs) 48.02

n) The impact of this difference on Profit and on EPS of the Company is as under: 0.19

Adjusted Profit After Tax (Rs in lacs) 782.10

Adjusted Basic EPS Rs 5.74

Adjusted Diluted EPS Rs 5.72

o) Weighted-average Exercise price granted during April 2011 to March 2012 RS 10/-

Weighted-average Fair Value of option outstanding as on 31st March 2012 Rs 376.62/-

p) A description of the method and significant assumptions used during the year to estimate the fair Black -Scholes Pricing Method values of options, including the following weighted-average information:

- risk-free interest rate 8.5%

- expected life (in years) 2.50

- expectedvolatility 57.15%

- expected dividends NA

- The price of the underlying share in market at the time of option grant. Rs 384.75

20. Energy conservation, technology absorption and foreign exchange earnings

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as an annexure to the Directors' Report.

21. Consolidated financial statements and cash flow statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.

22. Insider trading Prevention Code

The Company has a strong 'Code for Prevention of Insider Trading' in force framed in accordance with SEBI (Prevention of Insider Trading) Regulations, 2002 along with a proper mechanism in place for effective implementation and exercise of the same. There has been no instance of Insider Trading during the year under report.

23. Note of Appreciation

The Directors express their appreciation for the sincere cooperation and assistance of government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

(Rajat Agrawal)

Managing Director

---

Mar 31, 2011

The Directors have pleasure in submitting the Annual Report for the year ended 31st March, 2011:

Consolidated Financial Performance Amount (Rs. in Crores)

Particulars 2010-11 2009-10

Total Income 254.09 166.97

Total Expenditure 232.27 148.75

Profit Before Interest, Depreciation and Tax (PBIDT) 21.82 18.22

Less: Interest 1.56 0.73

Less: Depreciation 1.04 0.84

Profit Before Tax 19.22 16.65

Less: Provision of Taxation Including Deferred Tax 4.84 3.42

Profit After Tax (PAT) 14.38 13.23

Share in Profit of Associates 0.42 0.76

Less: Prior Period Expenses 0.00 0.01

Minority Share in Profit & Loss 0.05 1.65

Profit Available for Appropriation 14.75 12.33

APPROPRIATION:

Transfer to Capital Reserve on Consolidation (0.15) 0.12

Transferred to General Reserve 0.97 0.00

Proposed for Dividend 5.45 0.00

Corporate Tax on Dividend 0.90 0.00

Balance Carried to Balance Sheet 7.58 12.21

Previous year figures have been re-grouped and rearranged wherever considered necessary.

State of Companys Affairs

In the FY 2010-11, your Company has achieved consolidated annual turnover (Net of Excise Duty) of Rs.253.68 Crores as against Rs.158.76 Crores during previous financial year thereby achieving a growth rate of 59.79%. The Companys consolidated profit after tax stood at Rs.14.75 Crores.

This year Company has brought IPO of 36,00,000 Equity shares of Rs.10/- each at a premium of Rs.115/- per share. As a result our re-stated EPS before extraordinary item is Rs.12.95 as against Rs.16.75 in the corresponding period in the previous year.

Expansion / Diversification

The Company entered into new ventures during the year for expansion of existing capacities as well as for diversifying in other areas. The Company became partner in M/s Gravita Technomech with 51% stake to set up a world class manufacturing facility for Lead refining & smelting Plant and Equipment in SEZ of Mahindra World City(Jaipur) Ltd. The Company also acquired holding stake of 55% by entering as partner in M/s K.M. Udyog , Jammu having annual Lead smelting and refining capacity of 7200MT. Gravita Exim Ltd, one of the major subsidiary of the Company also took partnership stake of 5% in M/s K M Udyog, Jammu.

During the year under review, the Company incorporated two subsidiaries viz Gravita Energy Ltd. & Gravita Infra Pvt. Ltd with a view to facilitate activities into Power and Infrastructure sector.

Reserves

In compliance of Section 205A (2A) of the Companies Act, 1956 and in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to carry an amount of Rs.97.32 Lacs to the General Reserve Account.

Dividend

The Board for the year ended March 31, 2011 recommended a dividend of Rs.4/- per share subject to the approval of shareholders at the Annual General Meeting. The dividend will be paid on total share holding of 1,36,20,000 Equity Shares of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis report for the year under review is presented in separate section forming part of Annual Report.

Public Issue

During the year under review the Company turned into a public listed entity with an Initial Public Offering (‘IPO or ‘Issue) of its equity shares in November 2010. The shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on 16th November, 2010. The IPO was floated for 36,00,000 Equity Shares of Rs.10/- each at price of Rs.125/- (Rs.115/- premium) per share aggregating to Rs.4500 Millions. The Issue received a good response from all sections of investors and was oversubscribed by 42.24 times. The Issue was through 100% book building process and the price band for the Issue was Rs.120 to Rs.125 per share. The Issue was fully subscribed at the higher end of the band i.e. Rs.125 per share. The total proceeds received by the Company amounted to Rs.4500 Million. The net proceeds received from the Issue have been utilized to date as follows:

Particulars Actual utilization Balance Total (Rs. In lacs) (Rs. in lacs)(Rs. in lacs)

Proceeds of the Issue 1723.83 2776.17 4500.00

Internal Accruals 14.74 594.26 609.00

Total 1738.57 3370.43 5109.00

The Board of Directors proposes to change the objects of utilization of net proceeds of IPO in similar operations but in different Regions/States as against those stated in the Prospectus dated November 10, 2010 towards which the consent of the shareholders is sought in the ensuing Annual General Meeting of the Company.

Subsidiaries

The Company has following Subsidiaries:

1. GRAVITA EXIM LTD.: Gravita Exim

Ltd is an engineering and consulting company which provides turnkey solutions for Lead recycling, refining/ alloying and Oxide plants. Gravita Exim Ltd is known for its cost effective and environmental friendly recycling technology across the globe, and has already supplied 41 projects in 34 countries. During the year under review the Company did not made any further investments in Gravita Exim Ltd.

Gravita Exim Ltd (GEL) has one subsidiary company listed below:

Penta Exim Ltd.: Gravita Exim Ltd has major shareholding in Penta Exim Ltd., which is a trading and Import- Export Company dealing in Lead, Lead Alloys, Oxides and other kinds of Lead Products and Chemicals. It also deals in Engineering goods and machinery items.

During the Year under review GEL disinvested its complete investment in Gravita Zambia Ltd which was also its subsidiary company.

2. GRAVITA GHANA LTD.: Gravita India Ltd ventured out in Ghana (West Africa) as a step to expand its presence in West Africa and to cover the neighboring 3-4 countries of West Africa. Tema has a strategic location being a major port of West Africa and all the land locked countries are approaching to this city for exportation of their material. Eco- friendly recycling Plant is manufacturing Lead ingots and Poly Propylene Chips. The capacity of the plant is 3000 MTPA. The company is in free trade zone which helps in hassle-free import/export of goods. It does not attract any kind of importation duty and other taxes.

Gravita Ghana Ltd is a wholly-owned subsidiary of the Company. During the year under review, the Company did not make any further investment in the capital of the subsidiary.

3. GRAVITA SENEGAL S.A.U.:

Gravita Senegal S.A.U. is a wholly owned subsidiary of GIL in Senegal in the extreme West corner of African continent with capacity of 1800 MTPA. It enjoys complete access to raw materials at competitive prices and derives benefits of an export unit. It is an

ambitious project targeting to become the biggest Lead recycler in West Africa. It is the only Lead recycling company in Senegal and enjoys full support of the Government. Besides this, the company is working with the United Nations Based Convention Regional Centre, the international Lead management centre and the Govt of Senegal for environmentally sound management of Used Lead Acid Batteries.

During the year under review, Company made further investment of Rs.182.77 Lacs (One hundred Eighty two lacs only) in the capital of the subsidiary.

4. GRAVITA GEORGIA LIMITED: The

Company has an investment in Georgia which is one of the most mineral rich countries in the CIS region. There is sufficient availability of Used Lead Acid Batteries in the CIS region and the plant is capable of processing 1800 MT of battery scrap annually in an environment friendly manner. It is a wholly-owned subsidiary of the Gravita India Ltd.

During the year under review Company did not make any further investment in the capital of the subsidiary.

5. GRAVITA MOZAMBIQUE LDA: The

Unit was set up with an investment in Mozambique to cover the southern part of Africa. The good part is that six other countries touch Mozambique and the plant is located in Maputo, which is capital of Mozambique as well as a port city. Nearness to source of raw material and port is an advantage. It is the only company in Mozambique in the field of used battery scrap recycling.

During the year under review, the Company further invested in its overseas venture in Mozambique an amount of Rs.31.98 Lacs (Thirty One Lacs Ninety Eight Thousand only) for business expansion plans of the Venture.

6. FLORET TRADELINK LIMITED:

Floret Tradelink Limited is a trading company which imports Glass and Glass products from China and sells the same in the domestic market. The products are used in construction industry.

During the year under review the Company made a further investment of Rs.2,03,500/- (Two Lacs Three Thousand Five hundred only) as Floret got registered as Public Limited Company.

7. GRAVITA INFRA PRIVATE LIMITED:

With an eye on the infrastructure sector the Company incorporated its subsidiary Gravita Infra Private Limited on 21.05.2010.

8. GRAVITA ENERGY LIMITED: Gravita Energy Limited was incorporated on 29.06.2010 with the objective of exploring opportunities in the power sector, through various available sources like wind, solar, thermal, hydro and nuclear.

9. PARTNERSHIPS: During the year under review the Company acquired holding stake in three partnership firms viz, M/s Gravita Technomech, Jaipur; M/s K M Udyog, Jammu; and Gravita Technomech LLP, Jaipur:

Though the standalone Balance Sheets of Subsidiary Companies are not attached in this Annual Report, the said reports and related detailed information shall be made available for inspection by the members of the Company at the Registered Office of the Company and hard copy of the same would also be made available to the members of the holding and subsidiary companies on request. A statement pursuant to Section 212 of the Companies Act, 1956, is set out in notes to the Consolidated Financial Statements.

Consolidated Financial Statements and Cash Flow Statement

As stipulated by the Clause 32 of the Listing Agreement, the Consolidated Financial Statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereof form part of the Annual Report.

Directors

Dr. Mahaveer Prasasd Agarwal, Chairman and Mr Arun Kumar Gupta, Director of the Company, retires from the Board by rotation and being eligible offer themselves for re-appointment.

A brief Resume of Dr. Mahaveer Prasasd Agarwal and Mr Arun Kumar Gupta, along with the additional information required under Clause 49 (IV)(G) of the Listing Agreement, is given in the notes to the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of the financial year ended 31st March 2011 and of profit of the Company for that year;

3. The Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts on a ‘going concern basis.

Listing Fees

The shares of the Company are listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) and the Listing Fee for the year 2011-12 has been duly paid.

Fixed Deposits

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

Auditors and Auditors Report

The Auditors, M/s Rajvanshi & Associates, Chartered Accountants, Jaipur retire at the conclusion of the Nineteenth Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received confirmation from M/s Rajvanshi & Associates, Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

Corporate Governance

In accordance with Clause 49 of the Listing Agreement with the Stock

Exchanges, a Separate Report on Corporate Governance along with Auditors Certificate confirming Compliance is given separately in this Annual Report.

The Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

Particulars of Employees

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975, as amended, Particulars of Employees are not required to be given.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details as required under the Companies (Disclosures of Particulars in Report of Board of Directors) Rules, 1988 are given as Annexure to the Directors Report.

Code for Prevention of Insider Trading Practices

In compliance with the SEBI regulations on prevention of insider trading, the Company has formulated a comprehensive code of conduct for prevention of Insider Trading for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Gravita India Ltd.

Environment, Occupational Health and Safety

Gravita India Limited recognizes the importance of managing the resources effectively and seeking continual improvement in occupational health, safety and environment matters as an integral part of business activities.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members and all concerned during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board

(Rajat Agrawal)

Managing Director Place: Jaipur

Date: 21st May 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report on business and operations of the Company together with Statement of Accounts for the year ended March 31,2010.

Consolidated Financial Performance at a Glance of Gravita India Limited

(Rs in Lac)

Particulars 2009-10 2008-09

Net Sales 15,876.47 11109.95

Cost of Sales 14,948.28 10109.84

Profit before Depreciation & Tax 1,861.32 791.10

Depreciation 84.42 67.93

Net profit before taxation 1,664.68 723.18

Provision for taxation 342.19 180.83

Share in Profit of Associate 75.74 -

Net profit after taxation 1,398.23 542.35

Net Worth 2,812.81 963.50

EBITDA (in Rs.) 1,783.17 941.01

Book Value per share 28.07 38.04

Earnings Per Share 28.56 21.41

Operation & Performance Review

Our Company completed another year of consistent growth by turning-around from recession and keeping the pace of improvement from previous year. The year gone by witnessed scaling up new milestones through unprecedented growth of 42.90% in its turnover and 157.81% in Net profit after Tax during the year.

The Profit before Tax of the company for the year ended March 31, 2010 stood at Rs 1,664.68 Lacs (consolidated) as against Rs. 723.18 Lacs (consolidated) for the Year 2008-09, thus registering a robust growth. The Company is able to maintain growth pattern of previous years. The Profit after Tax has increased to Rs. 1,398.23 Lacs against 542.35 lacs during the previous year.

EXPORTS

Our Companys performance on export front is progressing year by year. Its export sales have increased to Rs 4422.25 Lacs in 2009-10 from Rs. 3164.56 Lacs in 2008-09. This is after taking the impact of appreciation of Rupee against US$ during the year. Our Company has attracted new customers of international repute during the year. The marketing team participated in various national and international trade fairs and presented comprehensive technical papers to promote companys products and image to get best mileage in international as well as domestic markets. Participation in various seminars was also instrumental for us to understand the needs of customers of all categories globally.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS -21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on financial reporting of Interest in Joint Ventures, The audited Consolidated Financial Statements are provided in the Annual report.

DIVIDEND

In view of the ongoing growth, your board recommends to conserve the profits for future expansion and development, your directors do not recommend payment of any dividend for the year ended on 31st March, 2010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management discussion and analysis report for the year under review is presented in separate section forming part of Annual report.

SUBSIDIARIES

The Company has following Subsidiaries:

1. GRAVITA EXIM LTD.: Gravita Exim Ltd. is an engineering and consulting company which provides turnkey solutions for Lead recycling, refining/ alloying and Oxide plants. Gravita Exim Ltd. is known for its cost effective and environmental friendly recycling technology across the globe, and has already supplied 32 projects in 25 countries other than the plants supplied for its own subsidiaries. Recently Gravita Exim Ltd. has entered into a joint venture with an Australian giant in the non ferrous metal smelting field Ausmelt Ltd., Australia to capture the bigger segment and to enhance its own technical expertise. Together it is expected to get huge orders.

Gravita Exim Ltd. has 3 subsidiary companies listed below:

(i) Pagrik Ethiopia PLC: Gravita Exim Ltd. has made investment in Ethiopia in the name of Pagrik Ethiopia PLC at capital Addis Ababa, which is at a strategic location and gateway of East Africa. It is a major hub of United Nations African operations and is known as one of the safest places with good environment in Africa. The company is into recycling and processing of battery scrap to produce remelted ingots and Poly Propylene Chips and almost entire production is being exported from Ethiopia. The company possesses all kinds of licenses, certificates and registrations required.

(ii) Gravita Zambia Ltd.: Gravita Zambia Ltd. is situated in capital Lusaka in Zambia. It is again an investment of Gravita Exim Ltd. In Zambia. Zambia is very rich in minerals and known for Lead, Zinc and Copper mining. Recycling plant has been put in Zambia to do the further expansion for Lead Ore and concentrate recycling as well and also to collect the generation of Lead Scrap from KCM (Konkla Copper Mines) in huge quantity and tap the potential.

(iii) Penta Exim Pvt. Ltd.: Gravita Exim Ltd has major shareholding in Penta Exim Pvt. Ltd., which is a trading and Import- Export Company dealing in Lead, Lead Alloys, Oxides and other kinds of Lead Products. It also deals in Engineering goods and machinery items.

2. GRAVITA GHANA LTD.: Gravita India Ltd. ventured out in Ghana (West Africa) as a step to expand its presence in West Africa and to cover the all the neighboring 3-4 countries of West Africa. Tema has a strategic location being a major port of West Africa and all the land locked countries are approaching to this city for exportation of their material. Raw material availability is very good in Ghana. The location of Ghana is also strategic because it has a number of small countries very close to it. Eco-friendly recycling Plant is manufacturing Lead ingots and Poly Propylene Chips. The company is in free zone with privileges and exports all their goods. So it does not attract any kind of importation duty and other taxes. Gravita Ghana Ltd is the largest company in lead business in Ghana.

3. GRAVITA SENEGAL S.A.U.: Gravita Senegal S.A.U. is a wholly owned subsidiary of GIL in Senegal in the extreme West corner of African continent. It enjoys complete access to raw material at competitive prices and also benefits of an export unit. It is a very ambitious project which is set to become the biggest lead recycler in West Africa. It is strategically located in such a way that it has proximity to huge source of lead acid batteries scrap ripe for recycling. It is the only company in 5 counties of West Africa and enjoys full support of the govt. Besides this, the company is working with the United Nations Based Convention Regional Centre, the international lead management centre and the Govt of Senegal for environmentally sound management of Used Lead Acid Batteries.

4. GRAVITA GEORGIA LIMITED: The Company is an investment in Georgia which is one of the most mineral rich country in the CIS region. There is sufficient availability of Used Lead Acid Batteries in the CIS region and the plant is capable of processing 8000 MT of battery scrap annually in an environment friendly manner.

5. GRAVITA MOZAMBIQUE LDA: Gravita Mozambique LDA is an ambitious investment in Mozambique set up to cover the southern part of Africa. The best part is that 6 countries touch Mozambique and the plant is located in Maputo, which is capital of Mozambique as well as a port city. Nearness to source of raw material and port is an advantage. It is the only company in Mozambique in the field of used battery scrap recycling and enjoys monopoly.

6. FLORET TRADELINK PRIVATE LIMITED: Floret Tradelink Private Limited is a trading company which imports Glass and Glass products from China and sells the same in the domestic market. The products are used in construction industry which is growing in leaps and bounds and so the potential is high.

7. GRAVITA INFRA PRIVATE LIMITED: With a view to diversify into the infrastructure sector GIL has incorporated on 21.05.2010 subsidiary Gravita Infra Private Limited. It believed that there will be double digit growth in this sector during this year and years to come. We foresee bright future in this direction.

8. GRAVITA ENERGY LIMITED: Gravita Energy Limited was incorporated on 29.06.2010 with the objective of encashing the opportunities in the power sector, by producing power through various available sources like wind, solar, thermal, hydro and nuclear. Main emphasis would be to enter the wind and solar power sector which is being encouraged by the govt, being clean and green.

DIRECTORS

There are six Directors on the Board of Directors of the Company

During the year under review Mr. Dinesh Kumar Govil and Mr. Rajeev Surana retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Yogesh Mohan Kharbanda, who was appointed as an Additional Director under Section 260 of the Companies Act,1956 and is liable to hold office uptothe ensuing Annual General Meeting.

Your Directors have pleasure in recommending their appointment.

Mr. Rajesh Patni has resigned from the Board of Directors on 01.02.2010, the Directors place on record their sincere appreciation to Mr. Rajesh Patni for his valuable services and contribution rendered to the Company.

During the period under review Dr. Mahaveer Prasad Agarwal a Non Executive Director of the Company has been appointed as a Whole time Director of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed and that there are no material departures;

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and haveapplied 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;

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis.

CHANGES IN SHARE CAPITAL

During the period under review the Authorised Share capital of the company has been increased to Rs 15,00,00,000 And the Paid up Share Capital has been increased to Rs 1,00,200000

BONUS ISSUE

During the year under review Company has issued 3340000 Bonus Share and the approval of the members was obtained in extraordinary general meeting held on 27.08.2009.

FIXED DEPOSITS

During the year under review, our Company has accepted the deposits amounting Rs 4,900,000/- for a period of six months without invitation and therefore it had issued the Statement in Lieu of Advertisement on 28.05.2009 as per Rule 4A of the Companies (Acceptance of Deposits) Rules, 1975 and repaid the Deposits on the due date, in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975

APPOINTMENT OF COMPANY SECRETARY

During the year under review Ms. Priyanka Khandelwal an Associate Member of the Institute of Company Secretaries of India has been appointed as the Company Secretary of the Company.

AUDITORS

The Auditors M/s Rajvanshi & Associates, Chartered Accountants, Jaipur hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have also furnished a Certificate to the effect that the re-appointment, if made, would be within the prescribed limits under Section 224(l-B)ofthe Companies Act, 1956.

AUDITORS REPORT

The observations made in the Auditors report are self explanatory and wherever required they have been suitably clarified in the notes on accounts which are forming an integral part of the annual accounts.

PARTICULARS OF EMPLOYEES

There are no Employees in the Company whose particulars are required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with rules there under.

(Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:)

Particulars of Conservation of Energy, Technology Absorption and Foreign Earning & Outgo are mentioned in the Form A & B of the Report as prescribed by the Companies (Disclosures of Particulars in the Report of Board of directors) Rules, 1988.

(A) Energy Conservation:

The Company has taken appropriate steps and made necessary arrangements to conserve and optimize the use of energy through improved operational methods and other means. Company monitored regularly APFC panel to achieve better power factor & minimizing electricity losses. Dedicated power supply transmission line laid by Company itself also contributed in reducing electricity losses during power transmission.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance forms part of the Annual Report of the Company.

HUMAN RESOURCE MANAGEMENT

Human Resources are vital to deliver the superlative financial performance of the Company. The staff strength has increased in larger numbers mainly due to ongoing sustained Growth. The Companys constant endeavor is the strategic alignment of the aspirations of associates (employees) with organizational goals. The Company is adopting various HR initiatives for overall development of associates and to develop sense of belongingness among them. Lot of emphasis on in-house & outside training is given to enable the associates to acquire new knowledge, skills and competencies. Our associates attended domestic and international training programs to enhance and update on latest developments and happenings.

Company has appointed Manager HR (Training) who is exclusively extending various training courses for all levels of staff at corporate office & Factory. Employees are nominated for suitable course to develop their skills and their performance in daily life.

FILLING OF DRAFT RED HERRING PROSPECTUS WITH SEBI

Company proposed to make a public issue of Equity Shares and regarding which the approval has been taken from the shareholders of the Company in an EOGM held on 27.08.2009 and accordingly Company had filed Draft Red Herring Prospectus on 29th September, 2009 with SEBI.

AWARDS & RECOGNITIONS

During the year, the Company has received awards in the areas of operational excellence. To name them, "Udyog Bharti Award" for achievement in the field of Corporate Social Responsibility, "Rashtriya Vikas Ratan Award" by the Indian Society for Industry & Intellectual Development (ISIID), "Business Leadership Award" by Institute of Economic Studies and "Indian Achievers Award" for Industrial Development.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the Banks, various Central & State Government Departments, Customers, and Suppliers during the year under review. Your Directors acknowledges the contribution made by all employees (associates) of the Company for their relentless and dedicated efforts

For and on behalf of the Board of Directors

Sd/- Sd/-

Date 04.08.2010 Rajat Agrawal Rajeev Surana

Place: JAIPUR Managing Director Whole Time Director