The Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2023 (the "Report”).

1. FINANCIAL RESULTS:

The summarized financial results of the Company for the financial year ended March 31, 2023 are presented below:

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

As you are aware the Company, our Company is a technology development Company focused on pioneering in developing solutions focused on the Municipal Solid Waste (MSW) Space. The Company is involved in the construction, Development and Maintenance of Waste-to-energy projects, particularly in the Municipal Solid Waste Sector, through various Special Purpose Vehicles (SPVs). Further, The Company has also started monetizing its technology through entering into EPC Contracts with developers of MSW projects. The Company was incorporated as a private limited company and became a Limited Company in September, 2022.

The Company operates through bidding for waste management projects and has been awarded contracts by various Municipal Corporations. Some of this contract are executed through SPV

During the year under review, your Company has recorded Revenue from Operations of Rs.1304.94 Lakhs as compared to the Revenue from Operations of Rs.931.61 Lakhs and also earned Other Income of Rs.58.97 Lakhs as compared to that of Rs.137.78 Lakhs, for the corresponding previous year.

The Company has earned net profit to the tune of Rs.472.12 Lakhs as compared to profit of Rs.135.56 in Lakhs in respect of the corresponding previous year.

3.    IPO/PROSPECTUS MATTER

The Company has filed Draft Prospectus with BSE Limited on 26 October 2022 for Initial Public Issue of 25,00,200 Equity Shares of face value of Rs.10/- each fully paid up for cash at a price of Rs.200/- per Equity Share (including a premium of Rs.190/- per Equity Share) aggregating to Rs.5,000.40 Lakhs of which 1,30,200 Equity Shares of face value of Rs.10/- each for cash at a price of Rs.200/- per Equity Share, aggregating to Rs.2,60.40 Lakhs will be reserved for subscriptions by the Market Maker to the issue. The issue less market maker reservation portion i.e., Issue of 23,70,000 Equity Shares of face value of Rs.10/- each for cash at a price of Rs.200/- per Equity share, aggregating to Rs.4740.00 Lakhs is the Net Issue to the Public.

The equity shares are proposed to be listed on the SME Platform of BSE limited. The proposed issue is in compliance with the BSE's requirement for being eligible for SME IPO and listing. The Company has responded to the queries / clarifications sought by BSE Limited and are awaiting "in-principle” approval from bSe Limited to list its equity shares on the SME Platform.

4.    CONSOLIDATED FINANCIAL STATEMENT

The statement containing salient features of the financial statements of the Subsidiary and Associate Companies in the prescribed format i.e. Form AOC-1 is appended as ‘Annexure-1' to the Board's Report. The statement also provides the details of performance and financial position of Subsidiary and Associate Companies.

The Contribution of the subsidiaries and Associates for the growth and expansion of the Company is provided in note 34 of the Consolidated Financial Statement.

The consolidated financial statement represents those of the Company and its Subsidiaries and Associates viz. Solapur Bio-energy Systems Private Limited, Organic Waste India Private Limited, Meerut Bio-Energy Systems Private Limited, Pune Urban Recyclers Private Limited, Blue Planet Palakkad Waste Solutions Private Limited and Blue Planet Kannur Waste Solutions 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.

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 under review.

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, 2023, 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 director of an amount of Rs.9.17 lakhs, the balance of which as on March 31, 2023, stood at Rs.9.17 lakhs.

8.    DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES Subsidiary Company: -

The Company has 4 (Four) wholly owned subsidiary company namely Solapur Bio-energy Systems Private Limited, Organic Waste India Private Limited, Meerut Bio-Energy Systems Private Limited, Pune Urban Recyclers Private Limited (holding 100%).

Associate Company: -

Your Company has 2 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.

9.    SHARE CAPITAL

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

•    During the year under review,

-    The Company has issued and allotted 79,50,000 0.01% Unsecured Compulsorily Convertible Debentures (CCD Series-1) of an aggregate amount of Rs.7,95,00,000/- on private Placement Basis with the approval of shareholder dated 09^th August, 2022

-    The Company has issued and allotted 49,00,000 .01% Unsecured Compulsorily Convertible Debentures (CCD Series-1) of an aggregate amount of Rs.4,90,00,000/- on private Placement Basis with the approval of shareholder dated 17^th August, 2022

-    The Company has issued and allotted 10,00,000 .01% Unsecured Compulsorily Convertible Debentures (CCD Series-1) of an aggregate amount of Rs.1,00,00,000/- on private Placement Basis with the approval of shareholder dated 30^th August, 2022

-    The Company has issued and allotted 41,25,000 Equity Shares as fully paid up bonus Shares in the ratio of 300:1 by capitalization of profits of Rs.4,12,50,000/- 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 .

-    Out of 286400 OCPS, the company has redeemed 91700 Class-1 Optionally Convertible Preference Shares and converted 194700 Optionally Convertible Preference Shares into 194700 Equity Shares at par.

-    The Company has converted its 0.01% Compulsory Convertible Debentures (CCD Series-1) into 865,625 Equity Shares in the ratio of 0.0625:1 (0.0625 Equity Shares of Rs. 10/- each for every 1 0.01% Compulsorily Convertible Debenture Series I held of Rs. 10/- each).

-    the issued, subscribed and paid up Share Capital of the Company as on March 31, 2023, is Rs.535.67 lakhs comprising of 5199075 Equity Shares of Rs. 10/- each and 157632 0% Non-cumulative redeemable preference shares of Rs.10/-each.

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

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

i. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2023 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. Zinal Shah, 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. Janki Bhand (DIN:07118415), appointed as an Additional Non-Executive Director w.e.f 1^st September, 2022 and subsequently regularized in Extra Ordinary General Meeting held on 08^th September, 2022.

•    Mr. Sarang Bhand (DIN No:- 01633419), Designated as Managing Director w.e.f 01^st October, 2022 and subsequently regularised in Extra Ordinary General Meeting held in 01^st October, 2022

•    Mr. Yashas Bhand (DIN No:- 07118419), Designated as Whole Time Director and Chief Executive Officer w.e.f 01^st October, 2022 and subsequently regularised in Extra Ordinary General Meeting held in 01^st October, 2022.

•    Mr. Jigar Gudka appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f 01^st October, 2022.

•    Mr. Amit Vijay Karia (DIN:- 06846654) appointed as Additional Director (Non-Executive & Independent) of the Company w.e.f 04^th October, 2022 and subsequently regularised in the Extra Ordinary General Meeting held in 18^th October, 2022.

•    Mr. Rakesh Mehra (DIN:- 00035812) appointed as Additional Director (Non-Executive & Independent) of the Company w.e.f 04^th October, 2022 and subsequently regularised in the Extra Ordinary General Meeting held in 18^th October, 2022.

b.    Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mrs. Janaki Sarang 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.

c.    Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of Independent Director's name in the data bank of Indian Institute of Corporate Affairs ("MCA”) till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures as required under various provisions of the Companies Act, 2013. In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

j.    NUMBER OF MEETINGS OF BOARD OF DIRECTORS

20 (Twenty) meetings of the Board of Directors of the Company were held during the year under review.

k.    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, 2023, 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

l.    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/

m.    PERFORMANCE EVALUATION OF THE BOARD

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 for performance evaluation of the chairman, board, individual directors (including independent directors) and committees which includes criteria for performance evaluation of non-executive directors and executive directors.

The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its committees and individual directors of the Company and has authorized the Board to carry out their evaluation, Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board has from each of the Directors.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i.    Attendance at Board Meetings and Committee Meetings;

ii.    Quality of contribution to Board deliberations;

iii.    Strategic perspectives or inputs regarding future growth of Company and its performance;

iv.    Providing perspectives and feedback going beyond information provided by the management

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, 2023, are as follows:

>    Audit Committee

1.    Mr. Rakesh Mehra    Chairman

2.    Mr. Amit Karia    Member

3.    Mr. Sarang Bhand    Member

>    Nomination and Remuneration Committee

1.    Mr. Amit Karia    Chairman

2.    Mr. Rakesh Mehra    Member

3.    Mrs. Janaki Bhand    Member

>    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.

n.    CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility. However, the directors of the Company, in their personal capacity, are engaged in philanthropy activities and participating for cause of upliftment of the society.

o.    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/

p.    STATEMENT ON RISK MANAGEMENT POLICY

The component of risk in the activities of your Company is very minimal. In the opinion of the Board there is no element of risk that may threaten the existence of the Company.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

q.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans give and investments made by the Company under section 186 of the Companies Act, 2013 are provided in Note 11, 13 and 26 of the Standalone Financial Statement. Further, the Company has also given Corporate guarantee of an amount Rs. 28,44,00,000/- in respect of loan/credit facilities availed by Solapur Bioenergy Systems Private Limited, Subsidiary of the Company from Bank of Baroda, Vashi Branch.

r.    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 Act and the policy of the Company on materiality of related party transactions. The statement showing the disclosure of transactions with related parties, the details of the same are provided in note no. 26 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/

s.    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.

t.    AUDITORS

(a)    Statutory Auditor

M/s. Jayesh Sanghrajka & Co. LLP, has been appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 13^th Annual General Meeting till the conclusion of the 18th 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)    Internal Auditor

The provisions of Companies Act, 2013 regarding appointment of Internal Auditors were not applicable to the Company.

u.    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.

v.    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, 2023 till the date of this Directors' Report.

w.    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.

x.    PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company being a unlisted Public Company, the provisions of the section 197(12) of the Companies Act, 2013 and Rule made thereunder are not applicable, hence the information as required to be provided under section 197(12) of the Companies Act, 2013 and Rule made thereon does not required to provide.

y.    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.

z.    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, with respect to these matters is submitted as an Annexure-3 hereto.

aa. ANNUAL RETURN

As required under Section 92(3) read with the Section 134(3)(a) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the copy of Annual Return as on 31st March, 2023 placed on the website of the Company and can be accessed at https://organicrecycling.co.in/

bb. 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).

cc. 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.

dd. 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/

ee. 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:

•    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 ff. 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.