q. Provisions and Contingencies
A provision is recognised when the Company has
a present obligation as a result of past event; it is
probable that an outflow of resources will be required
to settle the obligation, in respect of which a reliable
estimate can be made of the amount of obligation.
Provisions are not discounted to its present value
and are determined based on best estimate required
to settle the obligation at the reporting date. These
are reviewed at each reporting date and adjusted to
reflect the current best estimates.
Where the Company expects some or all of a
provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognized
as a separate asset but only when the reimbursement
is virtually certain. The expense relating to any
provision is presented in the statement of profit and
loss net of any reimbursement.
A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognized because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability
that cannot be recognized because it cannot be
measured reliably. The Company does not recognize
a contingent liability but discloses its existence in the
financial statements.
r. Leases
Where the Company is lessee
Leases, where the lessor effectively retains
substantially all the risks and benefits of ownership
of the leased item, are classified as operating leases.
Operating lease payments are recognized as an
expense in the statement of profit and loss on a
straight-line basis over the lease term.
Leases under which the Company assumes
substantially all the risks and rewards of ownership
are classified as finance leases. Assets taken on
finance lease are initially capitalised at fair value of
the asset or present value of the minimum lease
payments at the inception of the lease, whichever is
lower. Lease payments are apportioned between the
finance charge and the reduction of the outstanding
liability. The finance charge is allocated to periods
during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of
the liability for each period.
Where the Company is the lessor
Leases in which the Company does not transfer
substantially all the risks and benefits of ownership
of the asset are classified as operating leases. Assets
subject to operating leases are included in property,
plant and equipment. Lease income on an operating
lease is recognized in the statement of profit and
loss on a straight-line basis over the lease term.
Costs, including depreciation, are recognized as an
expense in the statement of profit and loss. Initial
direct costs such as legal costs, brokerage costs,
etc. are recognized immediately in the Statement of
Profit and Loss.
s. Events occurring after the Balance Sheet
date:
Events occurring after the balance sheet date
are those significant events, both favourable and
unfavourable, that occur between the balance sheet
and the date on which the Standalone financial
statements are approved by the Board of Directors.
Adjustments to assets and liabilities are required for
events occurring after the balance sheet date that
provide additional information materially affecting
the determination of the amounts relating to
conditions existing at the balance sheet date. To that
extent Assets and Liabilities are adjusted for events
occurring after the balance sheet date which indicate
that the fundamental accounting assumption of
going concern is not appropriate.
t. Foreign Currency Transactions
Transactions in foreign currency are recorded at the
exchange rate prevailing on the date of transaction.
Net exchange gain or loss resulting in respect of
foreign exchange transactions settled during the
year is recognised in the statement of profit and
loss.
Foreign currency denominated monetary items at year
end are translated at exchange rates as on the reporting
date and the resulting net gain or loss is recognised in the
statement of profit and loss. Non-monetary items, which
are measured in terms of historical cost denominated in a
foreign currency, are reported using the exchange rate at
the date of the transaction.
*During the year, the Company issued 27,00,000 convertible share warrants on December 26, 2024. Each warrant is
convertible 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 regulatory
filings have been duly completed.
In the first tranche, the Company received 25% of the issue price, aggregating to ?1,842.75 lakhs, towards the 27,00,000
convertible warrants. Subsequently, the balance 75% of the consideration, amounting to?1,965.60 lakhs, was received in
respect 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
an issue price of ?273/- per share (including a premium of ?263/- per share), resulting in a total consideration of ?2,620.80
lakhs.
Issue of Shares (Initial Public Offer)
The Company has completed the initial Public Offer (IPO) of fresh issue and allotment of 25,00,200 equity shares of ?10
each at an issue price of ?200 per share on September 28, 2023. The equity shares of the Company were listed on Bombay
Stock Exchange (BSE) on SME Platform w.e.f. October 6, 2023. The issue comprised of fresh issue of 25,00,200 equity shares
aggregating to ?5,000.40 Lakhs.
As per the records of the company, including its register of shareholders/members and other declaration received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of
shares.
Aggregate number of Equity shares issued as Bonus, shares issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
r* Equity shares issued as pursuant to any contract for consideration other than cash
The Company allotted 41,25,000 equity shares as fully paid up bonus shares by capitalisation of profits transferred
from Securities Premium, pursuant to the passing of an Ordinary Resolution by the Shareholder in Extra Ordinary
General Meeting held in September 8, 2022 for bonus equity in the ratio of 300:1 [300 (Three Hundred) equity shares
to be issued for every 1 (one) equity shares].
r* Equity shares bought back
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 convertible
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 regulatory
filings have been duly completed.
In the first tranche, the Company received 25% of the issue price, aggregating to ?1,842.75 lakhs, towards the 27,00,000
convertible warrants. Subsequently, the balance 75% of the consideration, amounting to ?1,965.60 lakhs, was received in
respect 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 an
issue price of ?273/- per share (including a premium of ?263/- per share), resulting in a total consideration of ?2,620.80 lakhs.
Note:
*During the year ended March 31, 2025, the Company reclassified trade payable amounting to ?465.90 Lakhs and payables
for expenses amounting to ?137.33 Lakhs, relating to the Delhi project, from current liabilities to non-current liabilities. This
reclassification 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 remains
actively engaged in the arbitration process and is committed to resolving the matter in due course. The final outcome of the
arbitration 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. 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.
Notes:
* 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 of
Delhi (MCD), which are currently subject to legal proceedings. Pursuant to MCD's order dated June 30, 2022, terminating the
contract and initiating recovery actions, the Company filed a petition before the Hon'ble High Court of Delhi seeking recovery
of outstanding dues along with cost escalation claims.
*Earning for debts Services = Net Profit Before Tax Non Cash Operating Expenses Interest Other adjustment like loss on
sale 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
Explanations for significant variation (i.e. change of 25% or more as compared to FY 2023-24) in ratios:
(a) Current Ratio: The ratio has improved due to an increase in current assets and a decrease in current liabilities compared
to 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 and
average 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.
38. SEGMENT REPORTING
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.
39. AUDIT TRAIL
The Company has maintained its books of account for the financial year ended March 31, 2025, using accounting software
systems that possess the feature of recording an audit trail (edit log), in compliance with the requirements prescribed under
Rule 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 accounting
software systems. During the year, no instance was observed where the audit trail feature was tampered with. The Company
has ensured the preservation of such audit trail logs in accordance with the statutory requirements applicable for record
retention.
40. OTHER DISCLOSURES
1. The Company does not have any Benami property, where any proceeding has been initiated or pending against the
company 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 or
section 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 or
invested 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 behalf
of 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 the
understanding (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 behalf
of 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 surrendered
or 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 reasonably
necessary.
46. In the opinion of the Board, all assets other than fixed assets and non current investments, have a realisable value in the
ordinary course of business which is not different from the amount at which it is stated.
47. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013, relating to CSR are not applicable to the Company for the financial
year 2024-25, since the Company did not meet the thresholds prescribed under Section 135(1). The reporting of unspent CSR
amount amounting to ?6.30 Lakhs, for FY 2023-2024, which was transferred to Unspent CSR Account towards ongoing project
of 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 per
duration/requirement of the project.
48. PREVIOUS YEAR FIGURE
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
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