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 (ORS) is a pioneering engineering firm specializing in environmental solutions, offering comprehensive waste management solutions across various waste types and the entire value chain. Established in

2008, ORS focuses on developing robust, cost-effective, and eco-friendly technologies. With proven expertise, ORS operates India’s premier Waste to Energy (WTE) plant, leveraging patented anaerobic biomethanation technology, recognized by the Government of India’s National Master Plan. Additionally, ORS operates a Municipal Solid Waste (MSW) processing plant in Solapur, Maharashtra, converting waste into electricity and compost since 2013. Recognized as a leader in best practices under the Swachh Bharat Mission, ORS is now positioned for EPC opportunities nationwide. ORS operates through three main business verticals: Project development & Technology Licensing, Product Vertical, and Consulting Vertical, providing a comprehensive range of services and solutions in the environmental sector. Through ongoing R&D initiatives and intellectual property development, ORS continues to innovate with new products and technologies, further expanding its presence and impact across the waste value chain.

On Standalone basis, the Revenue from operations has increased by approx 38.92% on annual basis to 1812.84 lakhs in the financial year ended March 31, 2024, as compared to 1304.94 lakhs in the financial year ended March 31,2023.

On Standalone basis, the Company’s Operating Earnings/(Loss) Before Interest, Depreciation and Taxes (EBITDA) margin stands at 28.69% of the operating income in the financial year ended March 31,2024. The profit before tax of the current financial year on standalone basis stand at 427.80 lakhs as compared to before tax 572.42 lakhs for the preceding financial year.

The net profit after tax of the current financial year on a standalone basis decreased to 314.56 lakhs as compared to net profit 472.12 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. INITIAL PUBLIC OFFER:

The Directors are pleased to inform the Company’s has successfully completed Initial Public Offering (IPO) of 25,00,200 Equity Shares of face value of Rs.10/- each (Rupees Ten Only) at an issue price of Rs. 200/- per equity share including a share premium of Rs. 190/- per equity share. The

Issue was opened on 21^st September 2023 and closed on 26^th September 2023. The allotment of 25,00,200 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 190/- per share aggregating to Rs.5000.40 Lakhs under the said IPO was made on 28^th September, 2023. Subsequent to the completion of IPO, the paid-up equity shares capital of the Company got increased from Rs. 519.91 Lakhs to Rs 769.93 Lakhs. The Equity Shares of the Company were listed on BSE SME Platform w.e.f October 6, 2023.

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

The details of utilisation of proceeds of IPO, net of estimated IPO expenses of INR 202.00 Lakhs are as follows:

The Unutilised amount of INR 220 Lakhs is in bank as Fixed Deposit and INR 5 Lakhs is kept with Merchant Banker as a deposit.

4. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director have not recommended any dividend for the financial year 2023-2024 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://organicrecycling.co.in/ wp-content/uploads/2023/10/Dividend-Distribution-Policy.pdf

5. 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, 2024, please refer to the Note No. 5 of the Standalone Financial Statement of the Company.

6. 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, during the year, the Company has taken unsecured loan from director of an amount of Rs.17.95 lakhs, the balance of unsecured loan from director as on March 31, 2024, stood at Rs.21.18 lakhs.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIESSubsidiary Company: -

The Company has 4 (Four) wholly owned subsidiary company namely Solapur Bioenergy Systems Private Limited, Organic Waste (India) Private Limited, Meerut Bio-Energy Systems Private Limited, Pune Urban Recyclers Private Limited.

Solapur Bioenergy Systems Private Limited and Organic Waste (India) Private Limited are material subsidiaries of the Company.

Associate Company: -

Your Company has 2(two) Associate Company namely Blue Planet Kannur Waste Solution Private Limited and Blue Planet Palakkad Waste Solution Private Limited.

During the year under review, neither any other Company was formed nor ceased as Subsidiary, Associate or Joint Venture 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://oraanicrecvclina.co.in/wp-content/ uploads/2023/10/Policv-for-Determinina-Material-Subsidiary.pdf

8. 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 35 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 and

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, 2024 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:// oraanicrecvclina.co.in/financial-statement-of-subsidiary-joint-venture-and-associate-company/

9. SHARE CAPITAL

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

• As stated above, Subsequent to the completion of IPO, the paid-up equity shares capital of the Company got increased from Rs. 519.91 Lakhs to Rs 769.93 Lakhs. ¹

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2024 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:

• Mrs. Janaki Bhand (DIN:07118415), appointed as a Director liable to retire by rotation at the 15^th Annual General Meeting of the members of the Company held on August 25, 2023.

• Ms. Zinal Shah has been resigned from the position of Company Secretary and Compliance Officer w.e.f. closure of working hours of 7^th November, 2023.

• Ms. Seema Gawas has been appointed as a Company Secretary and Compliance Officer w.e.f. from 8^th November, 2023.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Yashas Bhand (DIN:- 07118419), Whole-time Director, being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for reappointment.

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, 2024, 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 selfassessment 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.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

7 (Seven) meetings of the Board of Directors of the Company were held during the year under review.

12. 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, 2024, 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.

13. 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://organicrecycling.co.in/ wp-content/uploads/2023/10/Nomination-and-Remuneration-Policy.pdf

14. 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 ofthe 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 31,2024, are as follows:

f Audit Committee

1. Mr. Rakesh Mehra - Chairman

2. Mr. Amit Karia - Member

3. Mr. Sarang Bhand - Member

f Nomination and Remuneration Committee

1. Mr. Amit Karia - Chairman

2. Mr. Rakesh Mehra - Member

3. Mrs. Janaki Bhand - Member

f 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.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 134 and 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the disclosure about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year and Annual Report on CSR Activities forms part of this Report as an Annexure-1.

16. 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.

17. CORPORATE GOVERNANCE

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

18. 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://organicrecycling. co.in/wp-content/uploads/2023/10/Whistle-Blower-Policy.pdf

19. 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.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans given, investments made and guarantee/security provided by the Company under the provision of section 186 of the Companies Act, 2013 are provided in Note 11, 13,28 & 29 of the Standalone Financial Statement.

21. 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-2 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. 29 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/2023/10/Policv-on-Materialitv-of-Related-Party-Transactions-and-Dealing-with-Related-Party-Transactions.pdf

22. 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.

23. 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://organicrecycling.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 https://organicrecycling.co.in/wp-content/uploads/2024/07/Policy-for-Determining-Materiality-of-Information-or-Events.pdf

24. AUDITORS(a) Statutory Auditor

M/s. Jayesh Sanghrajka & Co. LLP, (Firm Registration No. 104184W/W100075) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, from the conclusion of 13^th Annual General Meeting till the conclusion of the 18^th

Annual General Meeting of the Company. Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

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

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 31,2024. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith and marked as an ‘Annexure-3’ 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 31,2024.

25. 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.

26. MATERIAL CHANGES AND COMMITMENTS

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, 2024 till the date of this Directors’ Report.

27. 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.

28. 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-4’.

(b) 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@ organicrecycling.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.

29. 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.

30. 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 airconditioning 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 INR 199.65 Lakhs comprises of salary cost incurred in the developmentof In-vesselcomposting,Activated Carbon to Mesh Membrane development for Water/Gas purification application, Bio grinder, Sanjeevak Carbonisation System & emission control device.

31. 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, 2024 is available on the Company’s website and can be accessed at https://organicrecycling.co.in/ annual-report/

32. 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).

33. 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.

34. 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. Further, during the year Internal Complaints Committee of the Company has not received any case related to sexual harassment.

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/2023/1 0/Policy-Against-Sexual-Harassment.pdf

35. 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.

36. 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/warrants/any other convertible 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.

37. 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.

1

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