Organic Recycling Systems Submits Statutory Auditor Certificate for Warrant-to-Equity Conversion Under ICDR Regulations
Organic Recycling Systems Limited submitted a statutory auditor certificate from M/s. Vora & Associates to BSE Limited on May 14, 2026, confirming compliance with Regulation 169(4) of the SEBI ICDR Regulations. The certificate covers the conversion of 10,00,000 preferential convertible warrants into equity shares by allottee Ms. Bhavi Shah, with the balance 75% consideration of INR 20,47,50,000 received on or before May 14, 2026, and total funds received amounting to INR 27,30,00,000. The warrants were originally issued on December 26, 2024, at an issue price of INR 273 each, out of a total of 17,40,000 preferential convertible warrants. Eight allottees are yet to exercise their option for conversion of the remaining warrants.

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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.
Historical Stock Returns for Organic Recycling Systems
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.87% | -3.00% | +4.77% | -9.83% | -20.03% | +8.08% |
Will the remaining 8 allottees who have yet to exercise their warrant conversion option do so before the expiry deadline, and what impact could their decision have on Organic Recycling Systems' equity structure?
How might the infusion of INR 27.30 crore from Ms. Bhavi Shah's warrant conversion be deployed by Organic Recycling Systems, and what growth initiatives could this capital unlock?
What effect could the full conversion of all 17,40,000 preferential warrants have on the company's shareholding pattern and potential dilution for existing retail investors?


































