Nature of the Event

This document is a notice convening the 18th Annual General Meeting (AGM) of Organic Recycling Systems Limited, to be held on Wednesday, September 30, 2026, at 11:30 a.m. through Video Conferencing / Other Audio-Visual Means (VC/OAVM). The meeting will transact both ordinary and special business.

Key Quantitative Figures and Details

Ordinary Business:

1. To receive, consider, and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. To appoint Mr. Yashas Bhand (DIN: 07118419), who retires by rotation, as a Director of the Company.

Special Business - Preferential Issue of Equity Shares:

3. To issue, offer, and allot up to 10,00,000 (Ten Lakh) fully paid-up equity shares of face value ₹10 each to Mr. Sarang Bhand, a Promoter of the Company.

  • Issue Price: ₹161 per share (including a premium of ₹151 per share).
  • Total Issue Size: ₹16.10 Crores.
  • Relevant Date for Pricing: Monday, August 31, 2026.
  • Floor Price: ₹160.01 per share, as certified by the registered valuer, Mr. Manish Motilala Jaju (IBBI registration no. IBBI/RV/06/2019/10947), and based on the 90-day VWAP.

Dates of Action

  • AGM Date: September 30, 2026.
  • Cut-off Date for Voting Rights: September 23, 2026.
  • Remote E-Voting Period: From 9:00 a.m. on September 26, 2026, to 5:00 p.m. on September 29, 2026.
  • Board Meeting Date (approving preferential issue): September 2, 2026.

Parties Involved

  • Proposed Allottee: Mr. Sarang Bhand (Promoter).
  • Valuer: Mr. Manish Motilala Jaju.
  • Scrutinizer: Mr. Anish Gupta or Mr. Manish Rajnarayan Gupta of M/s. VKMG & Associates LLP.
  • RTA: Maashitla Securities Pvt Limited.
  • E-Voting Agency: National Securities Depository Limited (NSDL).
  • Stock Exchange: BSE Limited.

Purpose / Rationale

The objects of the preferential issue are:

1. Expansion into an integrated Build-Own-Operate (BOO) bioenergy platform (₹12.075 crore, with scope to utilize up to ₹16.10 crore). This includes project development, EPC, land purchase, equipment, and working capital. The funds may be deployed directly or through subsidiaries/SPVs. The tentative timeline for utilization is within 24 months from receipt.

2. General Corporate Purposes (up to ₹4.025 crore, not exceeding 25% of total proceeds). The tentative timeline for utilization is within 24 months from receipt.

Pending utilization, the proceeds may be deployed in permitted money market instruments.

Financial and Capital Structure Impact

  • Current Paid-up Equity Capital: 1,55,98,905 equity shares of ₹10 each.
  • Post-Issue Paid-up Equity Capital (assuming full allotment): 1,65,98,905 equity shares of ₹10 each.
  • Promoter Holding Change: Mr. Sarang Bhand's holding will increase from 23,50,509 shares (15.07%) to 33,50,509 shares (20.19%) post-issue.
  • Cash Inflow: ₹16.10 Crores.

The company undertakes that it is eligible for the preferential issue and confirms that no promoters/directors are wilful defaulters or fugitive economic offenders.

Lock-in Period

The equity shares allotted will be subject to a lock-in period as prescribed under Chapter V of the SEBI ICDR Regulations.

Other Material Disclosures

  • The AGM will be held entirely through VC/OAVM as permitted by MCA circulars. Physical attendance and proxy appointments are not allowed.
  • The company has not made any preferential allotments in the current financial year until the date of this notice.
  • The valuation report and a certificate from a practicing company secretary are available on the company's website for inspection.
  • Mr. Sarang Bhand and Mr. Yashas Bhand are interested in the resolution concerning the preferential issue and director reappointment, respectively.