Shareholders meeting

MODI RUBBER LIMITED (CIN: L25199UP1971PLC003392) Registered Office: Modinagar-201204, Ghaziabad, Uttar Pradesh, India Head Office: 4-7C, DDA Shopping Center New Friends Colony New Delhi-110 025 Website : www.modirubberlimited.com, Email : investors@modigroup.net, Phone No: +91-11-47109398 Notice is hereby given that the 53rd Annual General Meeting all necessary acts, deeds and things, which may be usual, (’AGM/Meeting’) of the members of Modi Rubber Limited (“the expedient or proper to give effect to the above resolution. Company”) will be held on Wednesday, September 30, 2026 at 11:30 AM (IST), through Video Conferencing (“VC”) / Other 4. TO CONSIDER & APPROVE THE AMENDMENT IN THE OBJECT Audio-Visual Means (“OAVM”) to transact the following CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE businesses. COMPANY ORDINARY BUSINESSES: To Consider and, if thought fit, to pass the following resolution, 1. To consider and adopt the audited financial statements with or without Modifications as a “Special Resolution”. (including the consolidated financial statements) of the Company for the financial year ended March 31, 2026 and “RESOLVED THAT pursuant to the provisions of Sections 4, 13 the reports of the Board of Directors (‘the Board’) and and other applicable provisions, if any, of the Companies Act, auditor’s thereon. 2013 and Rules made thereunder (including any statutory 2. To re-appoint Mr. Vinay Kumar Modi (DIN: 00274605) who modification(s) or re-enactment(s) thereof, for the time being retires by rotation and being eligible, offers himself for re- in force) and subject to such approvals, consents, permissions appointment, as a Director. and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed SPECIAL BUSINESSES: while granting such approvals, consents, permissions and 3. To Consider and, if thought fit, to pass the following sanctions, approval of the Members be and is hereby accorded resolution, with or without Modifications as a “Special to alter/amend the existing Object Clause to insert following sub Resolution” clause (A) of clause 9 of the Object Clause of Memorandum of Association of Company To Re-appoint Mr. Alok Modi (DIN 00174374) as Managing Director for a term of five years and in this regard to consider “To carry on in India or elsewhere the business of establishing, and, if thought fit, to pass with or without modification(s), the promoting, operating, managing and providing health, beauty following resolution as an Special Resolution: and wellness services and facilities, including beauty parlours, salons, barber shops, hair styling and hair care centres, yoga and “RESOLVED that pursuant to the provisions of Sections 196, 197, massage centres, swimming pools, health clubs and 203 and any other applicable provisions of the Companies Act, gymnasiums; to provide beauty, hair, skin, nail and body care 2013 and the rules made thereunder (including any statutory treatments, facials, massages and other allied services; to modification(s) or re-enactment thereof), read with Schedule V manufacture, process, formulate, develop, market, distribute, to the Companies Act, 2013 and pursuant to Article 109 and any import, export, buy, sell, supply, deal in and otherwise trade in other applicable Article of the Articles of Association of the cosmetics, perfumery, beauty and personal care products, hair, Company and subject to approval of Central Government , the skin and nail preparations, wigs and related products, their consent of the Company be and is hereby accorded to the re- derivatives, ingredients, consumables and allied goods; and to appointment of Mr. Alok Modi (DIN: 00174374), as Managing establish and operate such businesses through owned, Director of the Company for a further period of five years managed, franchised or other arrangements and to conduct commencing from 01.10.2026 without remuneration as classes, seminars, demonstrations, education and training recommended by the nomination and remuneration committee programmes relating to beauty, health, wellness and personal and as set out in the explanatory statement annexed to the care, and to undertake all such incidental and ancillary activities notice. as may be necessary or expedient for the attainment of the foregoing objects.” RESOLVED FURTHER that the Board of Directors be and is hereby authorized to convey acceptance for terms as may be imposed By order of the Board by the Government for appointment of Mr. Alok Modi, for Modi Rubber Limited Managing Director and also alter or vary terms of remuneration including monetary value thereof, to the extent as may be (Sanjeev Kumar Bajpai) Place: New Delhi recommended by the Nomination and Remuneration Head-Legal & Company Secretary Date: 05/09/2026 Committee from time to time as may be considered Membership Number- A10110 appropriate, subject to within overall limits specified under the Address: 4-7C, DDA Shopping Centre Companies Act, 2013. New Friends Colony, New Delhi-110025 RESOLVED FURTHER that any one of the Directors or Company Secretary of the Company be and are hereby authorized to do voting prior to the AGM may also join the AGM through VC NOTES: but shall not be entitled to cast their vote again. 1. The Ministry of Corporate Affairs (‘MCA’) vide General Circular 8. As per the Companies Act, 2013, a Member entitled to attend no. 09/2024 dated 19th September, 2024 read with previous and vote at the AGM is entitled to appoint a proxy to attend circulars issued by MCA in this regard ( collectively referred to and vote on his/her behalf. Since the 53rd AGM is being held as “MCA Circulars”) and Circular No. SEBI/HO/CFD/CFD-PoD- through VC as per the MCA Circulars, physical attendance of 2/P/CIR/2024/133 dated 3 October 2024 issued by the Members has been dispensed with. Accordingly, the facility Securities and Exchange Board of India (“SEBI”) read together for appointment of proxies by the Members will not be made with other circulars issued by SEBI in this regard (collectively available for the 53rd AGM and hence the Proxy Form and referred to as “SEBI Circulars”), has permitted the holding of Attendance Slip are not annexed to this Notice. the AGM through VC or OAVM, without the physical presence 9. The members who have not yet registered their e- mail ids of the members at a common venue till 30th September, 2026. with the Company may contact Mas Services Limited Hence, in compliance with the said circulars and provisions of (Registrars & Share Transfer Agents) at T-34, 2nd Floor, Okhla the Companies Act, 2013 (the “Act”) and SEBI (Listing Industrial Area, Phase - II,, New Delhi - 110 020, Ph:- Obligations and Disclosure Requirements) Regulations, 2015 26387281/82/83 Fax:- 26387384 email:- info@masserv.com (“Listing Regulations”), the AGM of the Company is being held for registering their e- mail ids on or before 23/09/2026 The through VC/OAVM. Company shall send the Notice to such members whose e- The deemed venue for the AGM shall be the Registered Office mail ids get registered within the aforesaid time enabling of the Company. them to participate in the meeting and cast their votes 2. Regulation 36 of the SEBI (Listing Obligations and Disclosure 10. If there is any change in e-mail ID already registered Requirements) Regulations, 2015 (‘Listing Regulations’) allows with the Company, members are requested to immediately sending soft copies of full annual report to all those notify such change to the Company or its RTA in respect of shareholders who has registered email address(es) with shares held in physical form & to DPs in respect of shares held Company or any Depository Participants (“DPs”) and a letter in electronic form. providing weblink, including exact path, where complete 11. In terms of the aforesaid Circulars, the businesses set out in details of Annual Report is available to those shareholders the Notice will be transacted by the members only through wh [Showing first 8,000 characters — download PDF for full document]