Your Directors have pleasure in presenting their 17^th Annual Report on the business and operations of the Company, together with
the Audited Financial Statements for the financial year ended March 31,2025 (the "Report").

1. FINANCIAL RESULTS:

The summarized financial results of the Company for the financial year ended March 31,2025 are presented below:

Note: The above figures are extracted from the
standalone and consolidated financial statements
prepared in accordance with generally accepted
accounting principles in India (Indian GAAP). The
company has prepared these financial statements to
comply with the Accounting Standards notified under
Section 133 of the Companies Act, 2013 read with the
Companies (Accounting Standards) Rules, 2021 and
presentation requirements of Division I of Schedule III to
the Companies Act, 2013.

2. STATE OF COMPANY'S AFFAIRS, BUSINESS OVERVIEW
AND FUTURE OUTLOOK

Organic Recycling Systems Limited (ORSL) is a pioneering
environmental engineering company specializing
in sustainable waste management and valorisation
solutions. Established in 2008 by technocrats, ORSL
develops and deploys robust, cost-effective, and eco¬
friendly technologies across the entire waste value chain.

* Product Vertical - Offering a growing portfolio of
bio-based products such as CBG, organic manure
etc. that support sustainable energy and agriculture.

* Consulting Vertical - Providing specialized
advisory services in environmental strategy, waste
management, and regulatory compliance.

Recognized under the Swachh Bharat Mission for
operational excellence and innovation, ORSL is
actively pursuing EPC (Engineering, Procurement, and
Construction) opportunities nationwide.

ORSL's research and innovation efforts are reinforced
through collaborations with esteemed institutions such
as IIT Bombay (IITB), AGH University Poland, University of
Birmingham (UOB), and other technical partners. These
partnerships continue to drive the company's intellectual
property development and technological advancements
in the environmental sector.

On Standalone basis, the Revenue from operations has
increased by approx 39.15% on annual basis to ?2,522.65
lakhs in the financial year ended March 31, 2025, as
compared to ?1,812.84 lakhs in the financial year ended
March 31,2024.

On Standalone basis, the Company's Operating Earnings/
(Loss) Before Interest, Depreciation and Taxes (EBITDA)
margin stands at 18.35% of the operating income in the
financial year ended March 31,2025. The profit before tax
of the current financial year on standalone basis stand at
?462.88 lakhs as compared to before tax ?427.80 lakhs for
the preceding financial year.

The net profit after tax of the current financial year on a
standalone basis Increase to ?341.77 lakhs as compared
to net profit ?314.56 lakhs for the preceding financial
year, after making provision of taxation and deferred tax.

During the year, there were no changes in the nature
of business of the Company, the detailed discussion on
Company's overview and future outlook has been given
in the section on 'Management Discussion and Analysis'
(MDA).

3. UTILIZATION OF IPO PROCEEDS:

The Company has fully utilized the IPO proceeds as per
the objects stated in prospectus. The details of utilisation
of proceeds of IPO as on 31^st March 2025 are as follows:

4. MAJOR ACTIVITY DURING THE YEAR:

(a) The Company issued and allotted 27,00,000
convertible warrants each convertible into, or
exchangeable into 1(one) fully paid-up equity shares
of ?10/- each at an issue price of ?273/- [including the
warrant subscription price (?68.25/- per warrant) and
the warrant exercise price (?204.75/- per warrant)]
aggregating to ?7,371 lakhs and thereafter received
an amount in following manner:

(i) An Amount of ?1,842.75 lakhs against Warrant
subscription price i.e. 25% of Warrant Issue Price
?68.25/- per warrant; and

(ii) An amount of ?1,965.60 lakhs against Warrant
Exercise price i.e. 75% of Warrant Issue Price
?204.75/- per warrant for conversion of 9,60,000
warrants into 9,60,000 equity shares.

(b) The Company has allotted 9,60,000 (Nine Lakhs Sixty
Thousand) Equity Shares of face value of ?10/- each,
upon receipt of the Exercise price as stated above
and exchange off/for equal number of 9,60,000
warrants.

(c) As stated above, as on March 31,2025, out of ?7,371
lakhs the Company has received an amount of
?3,808.35 lakhs.

The details of utilisation of proceeds amount of
?3,808.35 lakhs are as follows:

5. DIVIDEND

With a view to conserve resources for expansion of
business, the Board of Director have not recommended
any dividend for the financial year 2024-2025 under
review.

As per Regulation 43A of the SEBI (Listing Obligation
and Disclosures Requirements) Regulations, 2015 (the
Listing Regulations), the top 1000 listed Companies shall
formulate a Dividend Distribution Policy. The Company
does not come under the category of top 1000 listed
Companies based on the market capitalization, however
for Good Corporate Governance practice, the Company
has formulated its Dividend Distribution Policy, which
is available on the website of the Company and may be
viewed at https://organicrecvcling.co.in/wp-content/
uploads/2023/10/Dividend-Distribution-Policv.pdf

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the
reserves during the financial year under review. For
complete details on movement in Reserves and Surplus
during the financial year ended March 31, 2025, please
refer to the Note No. 5 of the Standalone Financial
Statement of the Company.

7. DEPOSITS

During the year, your Company has not accepted any
deposits within the meaning of sections 73 and 76 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, hence there are no
details to disclose as required under Rule 8 (5) (v) and (vi)
of the Companies (Accounts) Rules, 2014.

However, the Company has taken unsecured loan from

directors for its business purpose, the outstanding
balance of unsecured loans from director as on March 31,
2025, stood at ?11.85 lakhs.

8. DETAILS OF SUBSIDIARIES/JOINT VENTURES/
ASSOCIATE COMPANIES

As of March 31, 2025, the Company has the following 4
(four) Subsidiary and 2 (two) Associate Companies.

Subsidiary Companies: -

i. Solapur Bioenergy Systems Private Limited

ii Organic Waste (India) Private Limited

iii Meerut Bio-Energy Systems Private Limited
iv. Pune Urban Recyclers Private Limited.

Out of above 4 (four) subsidiaries, Solapur Bioenergy
Systems Private Limited and Organic Waste (India) Private
Limited are material subsidiaries of the Company.

Pursuant to requirements of Regulation 16(1 )(c) of the
Listing Regulations, the Company has formulated "Policy
on determining Material Subsidiaries" which is posted
on website of the Company and may be viewed at
https://organicrecycling.co.in/wp-content/
uploads/2023/10/Policy-for-Determining-Material-
Subsidiary.pdf.

Associate Companies: -

i. Blue Planet Kannur Waste Solution Private Limited

ii. Blue Planet Palakkad Waste Solution Private Limited.

During the year under review, no company has become
or ceased to be a subsidiary, joint venture, or associate of
the Company. Further, the Company does not have any
joint ventures.

9. CONSOLIDATED FINANCIAL STATEMENT

A statement providing the highlights of performance
of subsidiaries & associates companies and their
contribution to the overall performance of the company
during the period under report, are provided in note 36 of
the consolidated financial statement and therefore, not
repeated in this Report to avoid duplication

The consolidated financial statement represents those of
the Company and its Subsidiaries i.e., Solapur Bioenergy
Systems Private Limited, Organic Waste (India) Private
Limited, Meerut Bio-Energy Systems Private Limited,
Pune Urban Recyclers Private Limited and its Associate

Companies i.e. Blue Planet Palakkad Waste Solution
Private Limited and Blue Planet Kannur Waste Solution
Private Limited.

The Consolidated Financial Statements required
pursuant to section 133 of the Companies Act, 2013 read
with Companies (Accounting Standards) Rules, 2021
have been prepared in accordance with the relevant
accounting standards as per the Companies (Accounting
Standard) Rules as amended. The audited consolidated
financial statement is provided along with the Standalone
Financial Statement.

The Audited Financial Statements for the year ended
March 31, 2025 of Solapur Bioenergy Systems Private
Limited, Organic Waste (India) Private Limited, Meerut
Bio-energy Systems Private Limited and Pune Urban
Recyclers Private Limited, Subsidiary Companies are
available on website of the Company and may be viewed
at https://organicrecycling.co.in/financial-statement-of-
subsidiarv-ioint-venture-and-associate-companv/

10. SHARE CAPITAL

• During the year under review, there was no change in the
Authorized Share Capital of the Company.

• As staed above, the Company has issued and allotted
27,00,000 convertible warrants at issue price of ?273/-
each on 26^th December 2024, out of which 9,60,000
warrants converted into Equity Shares on March 29, 2025.
Consequent to this allotment, the paid-up Equity Share
capital of the Company stands increased to 86,59,275
Equity Shares of ?10/- i.e. ?8,65,92,750/-

• The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise,
during the period under review.

• The Company has not issued any sweat equity shares
to its directors or employees, during the period under
review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2025 comprised of 5 (Five)
Directors out of which 2 (Two) are Independent Directors,
1 (One) is Non-Executive and 2 (Two) are Executive
Directors out of which one is Managing Director and one
is Whole Time Director and CEO.

Mr. Sarang Bhand (DIN 01633419), Managing Director,

Mr. Yashas Bhand (DIN: 07118419), Whole-time Director
& CEO, Mr. Jigar Gudka, CFO and Ms. Seema Gawas,
Whole-time Company Secretary are the Key Managerial
Personnel as per the provisions of the Companies Act,
2013 and rules made there under.

None of the Directors of the Company have been debarred
or disqualified from being appointed or continuing as
Director of company by the Ministry of Corporate Affairs
(MCA) or any such other Statutory Authority.

a. Appointments and Resignations of Directors and
Key Managerial Personnel

During the period under review, following changes
have been occurred:

Mr. Yashas Bhand (DIN: 07118419), appointed as a
Director liable to retire by rotation at the 16th Annual
General Meeting of the members of the Company
held on September 27, 2024.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013,
Mrs. Janaki Bhand (DIN: 07118415), Non-Executive
Director, being Director liable to retire by rotation
shall retire at the ensuing Annual General Meeting
and being eligible for re-appointment, offers herself
for re-appointment.

The information as required to be disclosed in relation
to the aforesaid re-appointment under Regulation
36 of Listing Regulations and Secretarial Standard
on General Meetings("SS-2") will be provided in the
notice of next General Meeting.

c. Independent Directors

The Company has received declarations/
confirmations from each Independent Directors
under section 149(7) of the Companies Act, 2013 and
regulation 25(8) of the Listing Regulations confirming
that they meet the criteria of independence as laid
down in the Companies Act, 2013 and the Listing
Regulations.

The Company has also received requisite
declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies
(Appointment and Qualification of Directors) Rules,

2014

All Independent Directors have affirmed compliance
to the Code of Conduct for Independent Directors
as prescribed in Schedule IV to the Companies Act,
2013.

In the opinion of the Board, Independent Directors
of the Company possess requisite qualifications,
experience and expertise and hold the highest
standards of integrity. Further in terms of the
rule 6(1) of Companies (Appointment and
Qualification of Directors) rules, 2014, as amended
all the Independent Directors of the Company
have registered their names in the online databank
of Independent Directors maintained by Indian
Institute of Corporate Affairs. Further, out of the two
Independent Directors as on March 31, 2025, one
Independent Director Mr. Rakesh Mehra on the basis
of his experience has got exemption from giving
online proficiency self-assessment test as prescribed

under Rule 6(4) of Companies (Appointment and
Qualification of Directors) Rules, 2014 and Mr. Amit
Karia, Independent Directors has already passed the
online proficiency self-assessment test.

The Independent Directors are provided with all
necessary documents/reports and internal policies
to enable them to familiarise with the Companies
procedures and practices. The programs undertaken
for familiarizing Independent Directors with the
functions and procedures of the Company are
disclosed in the Corporate Governance Report.

12. NUMBER OF MEETINGS :

A) BOARD OF DIRECTORS MEETING:

4 (Four) meetings of the Board of Directors of the
Company were held during the year under review.
Details of which are as follows:

B) DETAILS OF COMMITTEE MEETINGS:
Audit Committee Meeting :

Nomination and Remuneration Committee :

Stakeholders Relationship Committee :

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of
the Companies Act, 2013, the Directors hereby confirm
and state that:

(a) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and that
no material departures have been made from the
same;

(b) 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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit of the Company for that period;

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

(d) the Directors have 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; and

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

14. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Committee ('NRC')
works with the Board to determine the appropriate
characteristics, skills and experience for the Board as
a whole as well as for its individual members with the
objective of having a Board with diverse backgrounds
and experience in business, government, education and
public service. Characteristics expected of all Directors
include independence, integrity, high personal and
professional ethics, sound business judgement, ability
to participate constructively in deliberations and

willingness to exercise authority in a collective manner.
The Company has in place a Policy on appointment &
removal of Directors ('Policy').

The salient features of the Policy are:

* It acts as a guideline for matters relating to
appointment and re-appointment of Directors.

* It contains guidelines for determining qualifications,
positive attributes for Directors and independence
of a Director.

* It lays down the criteria for Board Membership

* It sets out the approach of the Company on board
diversity

* It lays down the criteria for determining
independence of a Director, in case of appointment
of an Independent Director.

The Nomination and Remuneration Policy is posted on
website of the Company and may be viewed at https://
organicrecvcling.co.in/wp-content/uploads/2023/10/
Nomination-and-Remuneration-Policy.pdf

15. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in
compliance with the requirements under the Companies
Act, 2013 and the Listing Regulations, and in accordance
with the Guidance Note on Board Evaluation issued
by SEBI. The Board evaluation was conducted through
questionnaire designed with qualitative parameters and
feedback based on ratings.

The Nomination and Remuneration Committee of the
Company has laid down the criteria for performance
evaluation of the Board, its Committees and individual
directors including Independent Directors covering
various aspects of the Board's functioning such as
adequacy of the composition of the Board and its
Committees, Board culture, execution and performance
of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of the Listing Regulations, based
on the predetermined templates designed as a tool to
facilitate evaluation process, the Board has carried out the
annual performance evaluation of its own performance,
the Individual Directors including Independent

Directors and its Committees on parameters such as
level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and
its minority shareholders etc.

COMMITTEES OF THE BOARD

The Company has several committees, which have
been established as part of best corporate governance
practices and comply with the requirements of the
relevant provisions of applicable laws and statutes:

The Committees and their Composition as on March 31,
2025, are as follows:

r* Audit Committee

1. Mr. Rakesh Mehra Chairman

2. Mr. Amit Karia Member

3. Mr. Sarang Bhand Member

r* Nomination and Remuneration Committee

1. Mr. Amit Karia Chairman

2. Mr. Rakesh Mehra Member

3. Mrs. Janaki Bhand Member

r* Stakeholders Relationship Committee

1. Mr. Amit Karia Chairman

2. Mr. Sarang Bhand Member

3. Mr. Yashas Bhand Member

Further, during the year, there are no such cases where the
recommendation of any Committee of Board including
Audit Committee, have not been accepted by the Board,
which is required to be accepted as per the law.

16. CORPORATE SOCIAL RESPONSIBILITY(CSR)

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has formed CSR policy.
However, the provisions of Section 135 of the Companies
Act, 2013 is not applicable to the Company for the
financial year 2024-25, since the Company did not meet
the thresholds prescribed under Section 135(1) during
the immediately preceding financial year ended March
31,2024. The reporting of unspent CSR amounts to ?6.30
Lakhs for FY 2023-2024 are provided in Note no. 47 of the
Standalone Financial Statement.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the

year under review as stipulated under Regulation 34(2)
(e) of the Listing Regulations is presented in a separate
section and forming part of this Report.

18. CORPORATE GOVERNANCE

The Company is listed in BSE SME Platform, the
provisions of the Corporate Governance as stipulated
under Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not
applicable to the Company.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the
Policy"), to provide a formal mechanism to its directors
and employees for communicating instances of breach of
any statute, actual or suspected fraud on the accounting
policies and procedures adopted for any area or item,
acts resulting in financial loss or loss of reputation,
leakage of information in the nature of Unpublished
Price Sensitive Information (UPSI), misuse of office,
suspected/actual fraud and criminal offences. The Policy
provides for a mechanism to report such concerns to
the Chairman of the Audit Committee through specified
channels. The framework of the Policy strives to foster
responsible and secure whistle blowing. In terms of the
Policy of the Company, no employee including directors
of the Company has been denied access to the chairman
of Audit Committee of the Board. During the year under
review, no concern from any whistle blower has been
received by the Company. The whistle blower policy is
available at the link https://organicrecvcling.co.in/wp-
content/uploads/2023/10/Whistle-Blower-Policv.pdf

20. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks, to key business
objectives on a continuing basis.

The Audit Committee oversees enterprise risk
management framework to ensure execution of decided
strategies with focus on action and monitoring risks
arising out of unintended consequences of decisions
or actions and related to performance, operations,
compliance, incidents, processes, systems and

transactions are managed appropriately.

21. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company being established with the object
of and engaged in the business of providing
Infrastructural Facilities as prescribed in Section
186(11) read with Schedule VI, therefore does not
require to comply with the provisions of Section
186, hence there are no reportable transactions on
which section 186 applies.

The Particulars of loans given, investments made, and
guarantee/security provided by the Company are
provided in Note 13, 15 & 31 of the Standalone Financial
Statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The particulars of contract or arrangements or
transactions entered into by the Company with related
parties, which falls under the provisions of sub-section (1)
of section 188 of the Companies Act, 2013, though that
transactions are on arm's length basis, forms part of this
report in Form No. AOC-2 is annexed as an Annexure-1
to this report.

During the year, the Company had not entered into any
contract/arrangement/transaction with related parties
which could be considered material in accordance with
provision of Listing Regulations and the policy of the
Company on materiality of related party transactions.

The statement showing the disclosure of transactions
with related parties in compliance with applicable
provision of AS, the details of the same are provided in
note no. 32 of the Standalone Financial Statement. All
related party transactions were placed before the Audit
Committee and the Board for approval.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board is available at the link: https://organicrecycling.
co.in/wp-content/uploads/2023/1 0/Policy-on-
Materialitv-of-Related-Partv-Transactions-and-Dealing-
with-Related-Party-Transactions.pdf

23. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes
and structures to implement 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 was observed.
In addition to above, the Company has in place
Internal Audit carried out by independent audit firm to
continuously monitor adequacy and effectiveness of the
internal control system in the Company and status of its
compliances.

24. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE
Limited (BSE) SME platform

The Company has formulated following Policies as
required under the Listing Regulations, the details of
which are as under:

"Documents Preservation & Archival Policy" as per
Regulation 9 and Regulation 30 which may be
viewed at https://organicrecyding.co.in/wp-content/
uploads/2023/10/Documents-Preservation-Arcihval-
Policy.pdf

"Policy for determining Materiality of events/information"
as per Regulation 30 which may be viewed at Microsoft
Word - Policy for Determining Materiality of Information
or Events.docx

25. AUDITORS

(a) Statutory Auditor

M/s. Jayesh Sanghrajka & Co. LLP, (Firm
Registration No. 104184W/W100075) the Auditors
of the Company resigned from the Auditor ship
of the Company with effect from 15^th May, 2025.
Therefore, the Board of Directors of the Company
at their meeting held on 12^th June, 2025, on the
recommendation of the Audit Committee, has
appointed M/s. Vora & Associates, Chartered
Accountants (ICAI Firm Regt. No. 111612W) to fill the
Casual Vacancy caused due to resignation of M/s.
Jayesh Sanghrajka & Co. LLP till the conclusion of 17^th
AGM. The Board of Directors has also recommended
for regular appointments of M/s. Vora & Associates as
the statutory auditors of the Company for a term of
5 consecutive years from the conclusion of 17^th AGM
till the conclusion of 22^th AGM of the Company.

The report of the Statutory Auditor forms part of the
Annual Report. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the
Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
Mr. Anish Gupta, partner of M/s. VKMG & Associates
LLP, Practicing Company Secretaries, as the
Secretarial Auditors of the Company to undertake
Secretarial Audit for the financial year ended March
31, 2025. The Secretarial Audit Report for the
financial year ended March 31, 2025, is annexed
herewith and marked as an 'Annexure-2' to this
Report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark or
disclaimer.

(c) Internal Auditor

Pursuant to provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of Companies
(Accounts) Rules, 2014, the Company had appointed
M/s. K R A H & Associates, Chartered Accountants to
undertake Internal Audit for financial year ended
March 31, 2025.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the
Company have not reported to the Audit Committee,
under section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its
Officers or Employees, the details of which would need to
be mentioned in the Board's Report.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION

There were no material changes and commitments,
affecting the financial position of the Company, which
has occurred between the end of the financial year
of the Company, i.e. March 31, 2025 till the date of this
Directors' Report. However, after closure of financial year
on April 3, 2025, the Board has considered and approved
the redemption of 40,345 unlisted Class-II 0% Non¬
cumulative Redeemable Preference Shares of ?10/- each
("Preference Shares") and out of the aforesaid 40,345
preference shares, 20,345 preference shares redeemed at
a price of ?12,480/- per share and 709 preference shares
redeemed at a price of ?11,525/- per share, aggregating

to ?26,20,76,825/-, as per the terms of issuance and
redemption and valuation report received from the
Registered Valuer.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders
passed by the regulators/ courts/ tribunals, which may
impact the going concern status and the Company's
operations in future. However, during the year, the
Company has received Demand order for tax demand
of ?1.69 crores, interest at applicable rates under the
Service Tax Act and penalty of ?1.69 crores, other late fees
of ?1.05 lakh from Office of the Commissioner of CGST
& C. Excise, Raigad, Navi Mumbai. Based on Company's
assessment, the aforesaid demand is not maintainable
and the Company has filed an appeal against the Order.

29. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

(a) The ratio of the remuneration of each Director to
the median employee's remuneration and other details in
terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as
an 'Annexure-3'.

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 is provided in a separate
annexure forming part of this Report. Having regard
to the provisions of the first proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company.
In terms of Section 136, the said annexure is open for
inspection by the members through electronic mode.
Any member interested in obtaining such particulars may
write to the Company Secretary of the Company at cs@
organicrecvcling.co.in. The said particulars shall be open
for inspection by the Members at the registered office
of the Company on all working days, except Saturdays,
Sundays and public holidays, between 11.00 a.m. to 1.00
p.m. upto the date of AGM.

30. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company does not have any unpaid/unclaimed
amount which is required to be transferred, under the
provisions of Companies Act, 2013 into the Investor
Education and Protection Fund (IEPF) of the Government
of India.

31. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

The information required under Section 134(3)(m) of
the Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 by the Company are
as under:

(A) CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of
energy

Though business operation of the Company is
not energy-intensive, the Company, being a
responsible corporate citizen, makes conscious
efforts to reduce its energy consumption. Some
of the measures undertaken by the Company on
a continuous basis, including during the year,
are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and
electrical equipment air conditioning
system, office illumination, beverage
dispensers, desktops.

c) Regular monitoring of temperature inside
the buildings and controlling the air¬
conditioning system.

d) Planned Preventive Maintenance schedule
put in place for electromechanical
equipment.

e) Usage of energy efficient illumination
fixtures

(ii) Steps taken by the company for utilizing
alternate sources of energy:

The business operation of the Company is
not energy-intensive, hence apart from steps

mentioned above to conserve energy, there is
no requirement to utilize the alternate source of
energy.

(iii) The capital investment on energy
conservation equipment:

There is no capital investment on energy
conservation equipment, during the year under
review.

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology
absorption:

The Company has been taking every step to use
Indigenous Modern Technology for efficient
management of existing business as well as
new services, designs, frameworks, processes
and methodologies.

(ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution:

The Company has been benefited immensely
by usage of Indigenous Technology for their
operations and management, which saved a
sizeable amount of funds.

(iii) The Company has not imported any technology
during last year from the beginning of the
financial year.

(iv) The expenditure incurred on Research and
Development :

The cost amounting to ?180.85 Lakhs comprises
of salary cost ?177.25 lakhs and AI Software
?3.60 Lakhs (P.Y. Salary expenses 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,
Biogenic CO2 Methanation Technology, MSW
torrefaction, Biogenic CO2 To Mixed Alcohol
(C1-C4) conversion, RDF/Biomass to renewable
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.

(C ) Foreign Exchange Earnings and Outgo :

32. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub¬
section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return
of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at https://
organicrecvcling.co.in/wp-content/uploads/2024/09/
Annual-Return-2023-2024.pdf

33. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards
on Meeting of the Board of Directors (SS-1) and General
Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).

34. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central
Government under sub-section (1) of Section 148 of the
Companies Act 2013 is not applicable to the Company.

35. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain
the dignity of women working in the Company and
has zero tolerance towards any actions which may fall
under the ambit of sexual harassment at workplace. The
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.

The details of Sexual harassment complaint as required to
be reported in Board's Report are as under:

The policy framed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 read with Rules framed thereunder
may be viewed at https://organicrecycling.co.in/
wp-content/uploads/2023/10/Policy-Against-Sexual-
Harassment.pdf

36. MATERNITY BENEFIT ACT

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to
time.

37. DISCLOSURE ON EMPLOYEE STOCK OPTION/
PURCHASE SCHEME

During the year under review, the Company has not
issued or offered any shares under any Employee Stock
Option / Purchase Scheme and also does not have any
plans to introduce the same.

38. GENERAL DISCLOSURES

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

* the Managing Director nor the Whole-time Directors
of the Company apart from receiving director
remuneration does not receive any commission from
the Company,

* Issue of debentures/bonds/ any other securities.

* Scheme of provision of money for the purchase of
its own shares by employees or by trustees for the
benefit of employees.

* Instance of one-time settlement with any Bank or
Financial Institution.

* Application or proceedings under the Insolvency
and Bankruptcy Code, 2016.

39. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep
sense of gratitude to all users, vendors, government
and non-governmental agencies and bankers for their

continued support in Company's growth and look
forward to their continued support in the future.

Your Directors would also like to express their gratitude
to the shareholders for reposing unstinted trust and
confidence in the management of the Company.

Place: - Navi Mumbai By Order of the Board of Directors

Date: - 14-08-2025 For Organic Recycling Systems Limited

Registered office: Sarang Bhand Yashas Bhand

Organic Recycling Systems Limited Managing Director Whole Time Director & CEO

CIN: L40106MH2008PLC186309 DIN : 01633419 DIN:- 07118419

1003, 10^th Floor, The Affaires Plot No 9,

Sector No 17, Sanpada, Navi Mumbai
Thane MH 400705 IN