PROCEEDINGS OF 18TH AGM

ORGANIC RECYCLING SYSTEMS LIMITED PROCEEDINGS OF THE 18TH ANNUAL GENERAL MEETING The 18th Annual General Meeting (“AGM”) of the Members of Organic Recycling Systems Limited (“Company”) was held on Wednesday, 30 September 2026 at 11:30 A.M. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the applicable regulatory framework. 1. Commencement of the Meeting The Meeting commenced at 11:30 A.M. Mr. Manoj Kumar, Company Secretary & Compliance Officer of the Company, welcomed the Members attending the AGM through VC/OAVM and introduced the Directors and Key Managerial Personnel present at the Meeting, namely:  Mr. Sarang Bhand – Managing Director  Mrs. Janaki Bhand – Non-Executive Director  Mr. Jigar Gudka – Chief Financial Officer In Attendance:  Mr. Ronak Rambhia- Statutory Auditor  Mr. Anish Gupta- Secretarial Auditor & Scrutiniser The Members were informed that Mr. Rakesh Mehra, Chairman of the Board and Independent Director, and Mr. Amit Karia, Independent Director of the Company, were unable to attend the Meeting. The Members took note of their absence. Thereafter, Mr. Sarang Bhand took the Chair. 2. Quorum The Chairman ascertained the presence of the requisite quorum through VC/OAVM in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Chairman, having confirmed that the requisite quorum was present, declared the Meeting duly constituted and called the 18th AGM to order. 3. General Instructions and E-voting The Company Secretary & Compliance Officer briefed the Members regarding the conduct of the AGM through VC/OAVM, participation arrangements and the voting procedure. Organic Recycling Systems Ltd Registered / Corporate Address: 1003, The Affaires, Plot No.19, Sector-17, Sanpada, Navi Mumbai – 400705. Tel: + 91 22 4170 2222 Fax: +91 22 4170 2200 22 00 | www.organicrecycling.co.in | info@organicrecycling.co.in CIN L40106MH2008PLC186309 The Members were informed that the remote e-voting facility was made available from 9:00 A.M. on Saturday, 26 September 2026 to 5:00 P.M. on Tuesday, 29 September 2026. Members who had already cast their votes through remote e-voting were not required to vote again during the AGM. Members who had not exercised their voting rights through remote e-voting were provided an opportunity to cast their votes electronically during the AGM through the e-voting facility provided by NSDL. The cut-off date for determining the eligibility of Members to vote on the resolutions proposed at the AGM was 23 September 2026. The Members were further informed that Mr. Anish Gupta of VKMG & Associates LLP, Practising Company Secretaries, had been appointed as the Scrutinizer to scrutinize the remote e-voting and e-voting conducted during the AGM in a fair and transparent manner. 4. Notice, Annual Report and Reports of Auditors The Company Secretary informed the Members that the Notice convening the 18th AGM dated 2 September 2026, as amended by the Corrigendum dated 24 September 2026, had been circulated to all the Members. The Annual Report of the Company for the financial year ended 31 March 2026, containing the audited standalone and consolidated financial statements, Board's Report and reports of the Statutory Auditors and Secretarial Auditor, had also been circulated to the Members. With the consent of the Members present, the Notice of the 18th AGM, as amended by the Corrigendum, was taken as read. The Reports of the Statutory Auditors and Secretarial Auditor were also taken as read with the consent of the Members present, as there was no matter therein requiring to be read out separately. 5. Management Address The Chairman/Managing Director, Mr. Sarang Bhand, addressed the Members and apprised them of the Company's performance during the financial year 2025-26, key business developments and the Company's future plans and priorities. During his address, the Managing Director, inter alia, highlighted the Company's financial performance, its transition towards an integrated CleanTech, bioenergy and decarbonisation platform, the development of the Build-Own-Operate (“BOO”) business model, CBG and bioenergy opportunities, strategic collaborations and partnerships, the Company's R&D initiatives and the priorities for FY 2026-27. The Managing Director also apprised the Members of the Company's focus on execution, Organic Recycling Systems Ltd Registered / Corporate Address: 1003, The Affaires, Plot No.19, Sector-17, Sanpada, Navi Mumbai – 400705. Tel: + 91 22 4170 2222 Fax: +91 22 4170 2200 22 00 | www.organicrecycling.co.in | info@organicrecycling.co.in CIN L40106MH2008PLC186309 expansion of its CBG project pipeline, selective development of BOO assets, strategic partnerships, commercialisation of R&D initiatives and maintaining financial discipline. 6. Transaction of Business The Company Secretary informed the Members that, pursuant to the Notice of the 18th AGM, as amended by the Corrigendum dated 24 September 2026, three items of business, comprising two Ordinary Resolutions and one Special Resolution, were placed before the Members for consideration and approval. The following resolutions were taken up: Resolution No. 1 – Ordinary Resolution To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended 31 March 2026, together with the Reports of the Board of Directors and Auditors thereon. Resolution No. 2 – Ordinary Resolution To appoint Mrs. Janaki Sarang Bhand as a Director liable to retire by rotation, in place of the Director retiring by rotation, pursuant to the Corrigendum to the Notice of the 18th Annual General Meeting. Resolution No. 3 – Special Resolution Approval for issue and allotment of up to 10,00,000 fully paid-up equity shares of face value of ₹10 each at an issue price of ₹161 per equity share, including a premium of ₹151 per share, on a preferential basis to Mr. Sarang Bhand, Promoter of the Company, for an aggregate consideration of up to ₹16.10 crore, on the terms and conditions set out in the Notice of the 18th Annual General Meeting. The Members were informed that the explanatory statement accompanying the Notice contained the material facts and disclosures relating to the resolutions. With the consent of the Members present, the aforesaid resolutions were taken as read. As the resolutions were being decided through electronic voting, there was no voting by show of hands. The votes cast through remote e-voting and e-voting during the AGM were to be considered for determining the voting results. Organic Recycling Systems Ltd Registered / Corporate Address: 1003, The Affaires, Plot No.19, Sector-17, Sanpada, Navi Mumbai – 400705. Tel: + 91 22 4170 2222 Fax: +91 22 4170 2200 22 00 | www.organicrecycling.co.in | info@organicrecycling.co.in CIN L40106MH2008PLC186309 7. Question and Answer Session The Company Secretary informed the Members that the Company had not received any questions from the Members prior to commencement of the AGM and that no Member had registered as a speaker for the AGM. Nevertheless, an opportunity was provided to the Members present at the Meeting to ask questions or seek clarifications in relation to the business of the Company. After providing the Members an opportunity to raise questions or seek clarifications, and there being no further questions, the Question and Answer Session was concluded. 8. Final E-voting and Closure The Chairman reminded the Members who had not exercised their voting rights through remote e-voting that they could cast their votes through the e-voting facility available during the AGM. The Chairman informed the Members that the e-voting facility would remain available for 15 minutes after conclusion of the AGM, as per the arrangements made by the Company through NSDL. The Chairman further informed the Members that the [Showing first 8,000 characters — download PDF for full document]