Organic Recycling Systems Submits Statutory Auditor Certificate for Warrant-to-Equity Conversion Under ICDR Regulations

Organic Recycling Systems Limited submitted a certificate from its statutory auditors to BSE Limited on May 14, 2026, confirming compliance with Regulation 169(4) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). The submission was made pursuant to Regulation 169(5) of the ICDR Regulations and was signed by Managing Director Mr. Sarang Bhand.

Auditor Certificate and Scope of Examination

The certificate was issued by M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W), the statutory auditors of the company. The report was prepared in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India, and in compliance with the Standard on Quality Control (SQC) 1. The auditors examined the Statement of Funds Received (Annexure A) based on information and explanations provided by management, minutes of meetings of the audit committee, Board of Directors, Extraordinary General Meeting, unaudited books of accounts, and other relevant records.

The auditors confirmed that the balance 75% consideration was received from the bank account of the allottee, with no circulation of funds or mere passing of book entries. The scope of the examination did not include verification of compliance with other regulatory requirements beyond those specified under Chapter V of the ICDR Regulations.

Warrant Conversion Details

The certificate relates to the conversion of 10,00,000 warrants into equity shares by allottee Ms. Bhavi Shah, out of the total 17,40,000 preferential convertible warrants issued on December 26, 2024. Each warrant is convertible into one equity share of face value of INR 10 at an issue price of INR 273. The auditors obtained the bank statement of the company for the period May 13, 2026, to May 14, 2026, and traced the receipt of INR 20,47,50,000 representing the balance 75% consideration.

The following table summarises the funds received in connection with this preferential issue and warrant conversion:

Parameter: Details Allottee Name: Bhavi Shah Warrants Allotted (December 26, 2024): 10,00,000 Issue Price per Warrant: INR 273 Face Value per Share: INR 10 25% Upfront Money @ INR 68.25 per warrant (received on or before December 24, 2024): INR 6,82,50,000 Shares Allotted on Conversion (May 14, 2026): 10,00,000 75% Balance Money @ INR 204.75 per warrant (received on or before May 14, 2026): INR 20,47,50,000 Total Money Received: INR 27,30,00,000

Pending Warrant Conversions

As noted in the auditor's report, the balance 75% consideration is yet to be received from 8 allottees who have not exercised the option for conversion of warrants, whether in full or in part. The auditors obtained a list of these allottees along with the amounts to be received from management. The total preferential convertible warrants originally issued stood at 17,40,000 on December 26, 2024.

Auditor's Conclusion

Based on their examination, M/s. Vora & Associates certified that the information in the Statement of Funds Received is correctly extracted from the unaudited books of account and other relevant records of the company. The auditors confirmed compliance with the requirements of sub-regulation 4 of Regulation 169 under Chapter V of the ICDR Regulations, Section 42 and 62 of the Companies Act, 2013, and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The report was signed by Partner Ronak A. Rambhia (Membership No. 140371) with UDIN 26140371PDQNHQ9396, dated May 14, 2026, from Mumbai.

Organic Recycling Systems Limited (ORSL) has entered into a strategic business development and service collaboration with General Carbon Advisory Services Private Limited to strengthen its sustainability and carbon management service offerings. The partnership carries a focused emphasis on Carbon Border Adjustment Mechanism (CBAM) advisory and compliance support, marking a significant expansion of ORSL's service portfolio beyond its established capabilities in waste valorisation, bioenergy, and environmental engineering.

Strategic Collaboration Details

Under this engagement, ORSL will leverage its strong industrial relationships, market presence, and sectoral understanding to identify and support organizations requiring CBAM preparedness, carbon reporting, emissions data management, and related sustainability compliance services. General Carbon Advisory Services will provide specialized technical advisory, assessments, reporting frameworks, and verification support as part of the integrated service offering.

The collaboration will focus on delivering the following services:

CBAM readiness assessments

Emissions data review and reporting support

Carbon accounting and documentation frameworks

Supplier engagement and sustainability reporting systems

Verification and assurance coordination support

Broader decarbonisation and climate compliance advisory

Parameter: Details Collaboration Type: Strategic Business Development & Service Collaboration Focus Area: CBAM Advisory and Compliance Support ORSL's Role: Client identification, industrial outreach, market presence GC Advisory's Role: Technical advisory, assessments, reporting frameworks, verification Target Sectors: Steel, aluminum, cement, chemicals, engineering products

Leadership Perspectives

Speaking on the development, Yashas Bhand, Whole-time Director, ORSL, stated: "As global markets move toward stricter carbon accountability frameworks, Indian industry requires practical and credible support to remain competitive. This collaboration strengthens ORSL's ability to support clients with sustainability, carbon compliance, and decarbonisation advisory services while building long-term value-driven relationships."

Priyanka Pothana, MD and CEO, General Carbon Advisory Services Ltd., commented: "With carbon regulations such as CBAM effectively translating emissions into direct financial liabilities, businesses need to approach carbon management with the same rigor as financial planning. Our collaboration with ORSL enables us to support organizations in not only meeting compliance requirements, but doing so through a structured, strategy-led approach. By integrating carbon data, financial impact assessment, and forward-looking decarbonisation strategies, we aim to help companies turn regulatory pressure into a strategic lever reducing tax exposure while building long-term competitiveness in a carbon-constrained global market."

About the Collaborating Companies

Organic Recycling Systems Limited is a pioneering environmental engineering company specializing in sustainable waste management and valorisation solutions, established in 2008 by technocrats. ORSL operates India's first municipal solid waste (MSW) processing plant based on a patented anaerobic biomethanation process, recognized by the Government of India under the National Master Plan. The company's research and innovation efforts are reinforced through collaborations with institutions such as IIT Bombay (IITB), AGH University Poland, and University of Birmingham (UOB).

Established in 2009, General Carbon Advisory Services Private Limited (GC Advisory) is a sustainability and carbon advisory firm with a track record of structuring carbon and climate finance transactions across India and Southeast Asia. The firm has served over 250+ clients across India, Southeast Asia, Africa, and the Middle East, and has been recognized as the Best Carbon Asset Management Company in Asia for two consecutive years. GC Advisory operates with offices in Mumbai and Hyderabad and a team of 25 subject matter experts, offering services spanning ESG and sustainability, carbon markets, climate strategy, life cycle assessment, and energy advisory across compliance frameworks including GRI, BRSR, IFRS, ESRS, CDP, TCFD, and CBAM.

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation.

We plan to change that - a technology-led and artificial intelligence enabled platform built for super traders and long term investors.

Disclaimer:

The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.

This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.

The views, analyses, and summaries presented on this platform may be generated or assisted by AI and do not necessarily reflect the opinions of the website owners, operators, editors, or affiliates.

We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the information contained on this website. Any reliance you place on such information is strictly at your own risk.

This website may include links to third-party sources or content. We do not control or endorse the nature, accuracy, or availability of those external sites and are not responsible for any content or damages arising from their use.

By using this website, you acknowledge and agree that the use of AI-generated content involves inherent limitations, uncertainties and inaccuracies, and you accept full responsibility for how you interpret and use the information provided.

We reserve the right to modify, update, or remove content and this disclaimer at any time without prior notice.