A provision is recognised when the Company hasa present obligation as a result of past event; it isprobable that an outflow of resources will be requiredto settle the obligation, in respect of which a reliableestimate can be made of the amount of obligation.Provisions are not discounted to its present valueand are determined based on best estimate requiredto settle the obligation at the reporting date. Theseare reviewed at each reporting date and adjusted toreflect the current best estimates.
Where the Company expects some or all of aprovision to be reimbursed, for example under aninsurance contract, the reimbursement is recognizedas a separate asset but only when the reimbursementis virtually certain. The expense relating to anyprovision is presented in the statement of profit andloss net of any reimbursement.
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrence ofone or more uncertain future events beyond thecontrol of the Company or a present obligation thatis not recognized because it is not probable thatan outflow of resources will be required to settlethe obligation. A contingent liability also arisesin extremely rare cases where there is a liabilitythat cannot be recognized because it cannot bemeasured reliably. The Company does not recognizea contingent liability but discloses its existence in thefinancial statements.
Leases, where the lessor effectively retainssubstantially all the risks and benefits of ownershipof the leased item, are classified as operating leases.Operating lease payments are recognized as anexpense in the statement of profit and loss on astraight-line basis over the lease term.
Leases under which the Company assumessubstantially all the risks and rewards of ownershipare classified as finance leases. Assets taken onfinance lease are initially capitalised at fair value ofthe asset or present value of the minimum lease
payments at the inception of the lease, whichever islower. Lease payments are apportioned between thefinance charge and the reduction of the outstandingliability. The finance charge is allocated to periodsduring the lease term so as to produce a constantperiodic rate of interest on the remaining balance ofthe liability for each period.
Leases in which the Company does not transfersubstantially all the risks and benefits of ownershipof the asset are classified as operating leases. Assetssubject to operating leases are included in property,plant and equipment. Lease income on an operatinglease is recognized in the statement of profit andloss on a straight-line basis over the lease term.Costs, including depreciation, are recognized as anexpense in the statement of profit and loss. Initialdirect costs such as legal costs, brokerage costs,etc. are recognized immediately in the Statement ofProfit and Loss.
Events occurring after the balance sheet dateare those significant events, both favourable andunfavourable, that occur between the balance sheetand the date on which the Standalone financial
statements are approved by the Board of Directors.Adjustments to assets and liabilities are required forevents occurring after the balance sheet date thatprovide additional information materially affectingthe determination of the amounts relating toconditions existing at the balance sheet date. To thatextent Assets and Liabilities are adjusted for eventsoccurring after the balance sheet date which indicatethat the fundamental accounting assumption ofgoing concern is not appropriate.
Transactions in foreign currency are recorded at theexchange rate prevailing on the date of transaction.Net exchange gain or loss resulting in respect offoreign exchange transactions settled during theyear is recognised in the statement of profit andloss.
Foreign currency denominated monetary items at yearend are translated at exchange rates as on the reportingdate and the resulting net gain or loss is recognised in thestatement of profit and loss. Non-monetary items, whichare measured in terms of historical cost denominated in aforeign currency, are reported using the exchange rate atthe date of the transaction.
*During the year, the Company issued 27,00,000 convertible share warrants on December 26, 2024. Each warrant isconvertible into one equity share of face value ?10/ at an issue price of ?273/- per warrant (including a premium of ?263/-per share), in one or more tranches. The warrants are exercisable within a period of 18 months from the date of allotment,in compliance with applicable laws and regulations.
The issuance was approved by the shareholders at their meeting held on December 11,2024, and all necessary regulatoryfilings have been duly completed.
In the first tranche, the Company received 25% of the issue price, aggregating to ?1,842.75 lakhs, towards the 27,00,000convertible warrants. Subsequently, the balance 75% of the consideration, amounting to?1,965.60 lakhs, was received inrespect of 9,60,000 warrants on or before March 28, 2025.
Accordingly, on March 29, 2025, the Company converted and allotted 9,60,000 equity shares of face value ?10/- each atan issue price of ?273/- per share (including a premium of ?263/- per share), resulting in a total consideration of ?2,620.80lakhs.
The Company has completed the initial Public Offer (IPO) of fresh issue and allotment of 25,00,200 equity shares of ?10each at an issue price of ?200 per share on September 28, 2023. The equity shares of the Company were listed on BombayStock Exchange (BSE) on SME Platform w.e.f. October 6, 2023. The issue comprised of fresh issue of 25,00,200 equity sharesaggregating to ?5,000.40 Lakhs.
As per the records of the company, including its register of shareholders/members and other declaration received fromshareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership ofshares.
The Company allotted 41,25,000 equity shares as fully paid up bonus shares by capitalisation of profits transferredfrom Securities Premium, pursuant to the passing of an Ordinary Resolution by the Shareholder in Extra OrdinaryGeneral Meeting held in September 8, 2022 for bonus equity in the ratio of 300:1 [300 (Three Hundred) equity sharesto be issued for every 1 (one) equity shares].
The Company has not bought back any shares during the 5 preceding years.
*During the year, the Company issued 27,00,000 convertible share warrants on December 26, 2024. Each warrant is convertibleinto one equity share of face value ?10/- at an issue price of ?273/- per warrant (including a premium of ?263/- per share), inone or more tranches. The warrants are exercisable within a period of 18 months from the date of allotment, in compliancewith applicable laws and regulations.
The issuance was approved by the shareholders at their meeting held on December 11, 2024, and all necessary regulatoryfilings have been duly completed.
In the first tranche, the Company received 25% of the issue price, aggregating to ?1,842.75 lakhs, towards the 27,00,000convertible warrants. Subsequently, the balance 75% of the consideration, amounting to ?1,965.60 lakhs, was received inrespect of 9,60,000 warrants on or before March 28, 2025.
Accordingly, on March 29, 2025, the Company converted and allotted 9,60,000 equity shares of face value ?10/- each at anissue price of ?273/- per share (including a premium of ?263/- per share), resulting in a total consideration of ?2,620.80 lakhs.
*During the year ended March 31, 2025, the Company reclassified trade payable amounting to ?465.90 Lakhs and payablesfor expenses amounting to ?137.33 Lakhs, relating to the Delhi project, from current liabilities to non-current liabilities. Thisreclassification is based on the fact that the underlying obligations are currently subject to ongoing arbitration proceedings,and the Company does not expect the resolution of these disputes within the next twelve months. The Company remainsactively engaged in the arbitration process and is committed to resolving the matter in due course. The final outcome of thearbitration may impact the timing and amount of settlement of these payables.
i. The cost amounting to ?180.85 Lakhs comprises of salary cost ?177.25 lakhs and AI Software ?3.60 Lakhs (P.Y. Salaryexpenses of 199.65 Lakhs) incurred in the development of Activated Carbon to Mesh Membrane development for water/gas purification application, Micro Algae application for waste water treatment, Cashew apple to Vinegar/Bioethanol,Emission control device for Emission control application, Lithium Metal recovery from Industrial waste water, BiogenicCO2 Methanation Technology, MSW torrefaction, Biogenic CO2 To Mixed Alcohol (C1-C4) conversion, RDF/Biomass torenewable Dimethyl ether (r-DME), Paddy straw and other Agri-residue pretreatment using Bio- enzymatic Technologies,Bio methanation catalyst, Bio grinder, and AI-based Digester Health Monitoring/Prediction Software.
* The term deposits are given to various customers as a performance guarantees.
** During the year, the Company has reclassified certain balances amounting to ?2,316.32 lakhs, including a provision of?74.16 lakhs. Of this, ?1,486.75 lakhs (inclusive of the provision) pertains to receivables from the Municipal Corporation ofDelhi (MCD), which are currently subject to legal proceedings. Pursuant to MCD's order dated June 30, 2022, terminating thecontract and initiating recovery actions, the Company filed a petition before the Hon'ble High Court of Delhi seeking recoveryof outstanding dues along with cost escalation claims.
*Earning for debts Services = Net Profit Before Tax Non Cash Operating Expenses Interest Other adjustment like loss onsale of property, plant and equipment etc.
**Debts Service = Interest Principal Repayment
***Interest on Debt Expense = Interest payable on any borrowings such as bonds, loans, line of credit during the period.****Capital Employed = Tangible Net worth Debts Deferred Tax Liability
(a) Current Ratio: The ratio has improved due to an increase in current assets and a decrease in current liabilities comparedto the previous year.
(b) Interest Service Coverage Ratio: The ratio has improved during the year primarily due to a reduction in finance costs.
(c) Trade Receivables turnover ratio: The ratio has improved due to reduction in average accounts receivable.
(d) Trade payables turnover ratio: The ratio has declined during the year despite a reduction in both net credit purchases andaverage trade payables, as the decrease in average trade payables was not proportionate to the decline in purchases,leading to a lower turnover ratio.
(e) Net capital turnover ratio: The ratio has declined due to higher current assets and lower current liabilities during the year.
The Company is operating in the single segment and hence provision relating to the Segment Reporting as per AS-17"Segment Reporting" is not applicable.
The Company has maintained its books of account for the financial year ended March 31, 2025, using accounting softwaresystems that possess the feature of recording an audit trail (edit log), in compliance with the requirements prescribed underRule 3(1) of the Companies (Accounts) Rules, 2014, as amended.
The audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the accountingsoftware systems. During the year, no instance was observed where the audit trail feature was tampered with. The Companyhas ensured the preservation of such audit trail logs in accordance with the statutory requirements applicable for recordretention.
1. The Company does not have any Benami property, where any proceeding has been initiated or pending against thecompany for holding any Benami property under Benami Transactions (Prohibition) Act, 1988 (45of 1988).
2. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 orsection 560 of Companies Act, 1956.
3. The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period.
4. The Company do not have any transactions with Crypto Currency or Virtual Currency where the Company has traded orinvested in Crypto Currency or Virtual Currency during the year.
5. The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
6. The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
7. The Company does not have any transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
8. During the year, the Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
The Company has recognised lease rental expenses of ?62.32 Lakhs (P.Y. ?29.69 Lakhs) in the Statement of Profit and Loss.
45. In the opinion of the Board, the provision for all the known liabilities is adequate and not in excess of the amount reasonablynecessary.
46. In the opinion of the Board, all assets other than fixed assets and non current investments, have a realisable value in theordinary course of business which is not different from the amount at which it is stated.
The provisions of Section 135 of the Companies Act, 2013, relating to CSR are not applicable to the Company for the financialyear 2024-25, since the Company did not meet the thresholds prescribed under Section 135(1). The reporting of unspent CSRamount amounting to ?6.30 Lakhs, for FY 2023-2024, which was transferred to Unspent CSR Account towards ongoing projectof construction of Old Age Home and Hostel for persons with disability, as under:*Shall be spent in compliance with provisions of Section 135(6) of the Companies Act, 2013 and rules made thereunder as perduration/requirement of the project.
Previous year's figures have been regrouped where necessary to confirm to current year's classification.
As per our report of even date.
For Jayesh Sanghrajka & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants Organic Recycling Systems Limited
ICAI Firm Registration No: 104184W/W100075
Pritesh Bhagat Sarang Bhand Yashas Bhand
Designated Partner Managing Director Whole-time Director and CEO
Membership No.: 144424 DIN : 01633419 DIN : 07118419
Jigar Gudka Seema Gawas
Chief Financial Officer Company Secretary
Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai
Date: May 15, 2025 Date: May 15, 2025 Date: May 15, 2025