Organic Recycling Systems Board Approves Main Board Migration, ESOP, CFO Change

The Board meeting commenced at 3:45 PM and concluded at 5:25 PM on November 12, 2026.

1. Stock Exchange Migration and Listing

Approved migration of equity shares from BSE SME Platform to BSE Main Board
Approved listing of equity shares on NSE Main Board
Subject to approvals from shareholders, stock exchanges, and other regulatory authorities

2. Employee Stock Option Scheme 2026

Approved "Organic Recycling Systems Limited - Employee Stock Option Scheme 2026"
Based on recommendation of Nomination and Remuneration Committee
Scheme covers grant of stock options to eligible employees of Company and its subsidiaries
Subject to shareholder approval in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
Maximum coverage: Up to 10,00,000 (Ten Lakhs) equity shares of face value ₹10 each
Exercise price to be determined by Nomination & Remuneration Committee, not less than face value
Minimum vesting period: 1 year from date of grant
Exercise period to be determined by Committee as per SEBI regulations
Scheme to be administered by Nomination and Remuneration Committee

3. Shareholder Approval Process

Approved Postal Ballot Notice for seeking shareholder approval through remote e-voting

4. Strategic Investment

Approved investment in Shreyam Manek Agro Private Limited by subscription to Compulsorily Convertible Debentures (CCDs)
Investment amount: Up to ₹26,49,06,100 (Twenty-Six Crore Forty-Nine Lakh Six Thousand One Hundred)
Investment through subscription of up to 26,49,061 CCDs at issue price of ₹100 per CCD at par
Target entity: Shreyam Manek Agro Products Private Limited, incorporated May 15, 2025
Industry: Renewable Energy, Bioenergy and Waste-to-Energy, specifically Compressed Bio-Gas (CBG) sector
Purpose: Strengthen Company's integrated Build Own-Operate (BOO) bioenergy platform and expand renewable energy presence
Project: CBG manufacturing facility at Damoh, Madhya Pradesh utilizing biomass and agricultural residue
Estimated project cost: ₹120.42 crore
Expected completion: By March 2030
Not a related party transaction
No governmental or regulatory approvals required

5. Corporate Guarantee Enhancement

Approved enhancement of Corporate Guarantee in favour of HDFC Bank Limited from ₹5.00 crore to ₹8.00 crore
Guarantee covers working-capital credit facilities sanctioned to Industrial Associates
Industrial Associates is a partnership firm in which Company holds 99.9% interest
Facilities comprise Cash Credit Facility of ₹5.00 crore and Letter of Credit Facility of ₹3.00 crore
Sanction reference: HDFC Bank letter dated November 03, 2026, Reference No. 804060246
Impact: Increases contingent financial exposure by ₹3.00 crore to aggregate ₹8.00 crore
Purpose: Support working-capital requirements and business operations of Industrial Associates
Promoters/promoter group have no interest in the transaction

6. Management Changes

Accepted resignation of Mr. Jigar Gudka as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP)
Resignation effective close of business hours on December 1, 2026
Appointed Mr. Bipin Velji Bid as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP)
Appointment effective December 1, 2026
Mr. Bid is a Fellow Member of ICAI with Bachelor of Commerce from University of Mumbai
Experience: Over 20 years in legal, strategic and debt consulting, working capital management, business valuation, risk management
Specializes in debt instruments including syndication of term loans, project loans, and working capital facilities