Directors' Report

Dear Members of AWHCL,

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

1. STATE OF AFFAIRS OF THE COMPANY

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

2. FINANCIAL HIGHLIGHTS

3. DIVIDEND

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

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

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

4. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE
COMPANIES/LLP

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

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

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

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

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

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

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

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

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

AL WASTE BIO REMEDIATION LLP

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

KL ENVITECH PRIVATE LIMITED

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

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT
SERVICES PRIVATE LIMITED

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

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

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

MAZAYA WASTE MANAGEMENT LLC

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

6. AUDITORS

STATUTORY AUDITORS

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

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

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

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

(i) SECRETARIAL AUDITORS

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

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

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

Management response:

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

(ii) Secretarial Audit of Material Unlisted Subsidiary

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

(iii) Annual Secretarial Compliance Report

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

7. SHARE CAPITAL

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

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

EMPLOYEES STOCK OPTION SCHEME

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

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

8. CREDIT RATING

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

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

9. PARTICULARS OF INVESTMENTS, LOANS AND
GUARANTEES

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

10. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

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

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

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

KEY MANAGERIAL PERSONNEL ('KMP')

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

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

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

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

DECLARATION OF INDEPENDENCE

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

BOARD EVALUATION

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

• Composition and caliber of the Board

• Strategic direction and performance appraisal

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

• Value creation for stakeholders and commitment to
responsibilities

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

• Ethical standards, compliance, and oversight activities

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

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

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

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

13. BOARD COMMITTEES

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

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

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholder Relationship Committee

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

14. VIGIL MECHANISM

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

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

15. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

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

16. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

18. PARTICULARS OF EMPLOYEES

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

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

19. CORPORATE GOVERNANCE

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

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

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

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

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

21. ANNUAL RETURN

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

22. RISK MANAGEMENT POLICY OF THE COMPANY

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

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

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

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

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

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

24. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

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

26. HEALTH, SAFETY AND ENVIRONMENT

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

27. RESIDUARY DISCLOSURES

During the year under review:

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

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

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

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

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

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

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

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

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

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

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

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

28. INDUSTRIAL RELATIONS

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

29. ACKNOWLEDGEMENT

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

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

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

30. CAUTIONARY STATEMENT

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

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

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

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

JOSE JACOB KALLARAKAL

Date : August 25, 2023 CHAIRMAN AND MANAGING DIRECTOR

Place : Thane DIN: 00549994