Postal Ballot Notice

MODI RUBBER LIMITED Corp 0ff. 4-7C, DDA SHOPPING CENTER, NEW FRIENDS COLONY, NEW DELHI-110 025, TEL: 011-47107398 Website: www.modirubberlimited.com, CIN- L25199UP1971PLC003392 Email:skbajpai@modigroup.net Postal Ballot Notice Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 Dear Member(s), Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below is proposed to appoint Mr Ajay Kumar Jain (DIN – 00097213), as an Independent Director, be passed by the members of the Company (as on the Cut-off Date), through postal ballot (the “Postal Ballot”) only by way of remote e-voting (“e-voting”) process. An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot notice (“the Notice” or “the Postal Ballot Notice”). In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice. The Company has appointed M/s Avinash K & Co., Practicing Company Secretaries (C.P. No. 18318) as the scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e- voting is mentioned in this Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for facilitating e-voting. The Company has made necessary arrangements with Mas Services Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice to cast their vote electronically. Postal ballot e-Voting Period is as follows: Start Date and Time 09:00 AM, 29th day of July, 2026 Start Date and Time 05:00 PM, 27th Day of August 2026 The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time. MODI RUBBER LIMITED Corp 0ff. 4-7C, DDA SHOPPING CENTER, NEW FRIENDS COLONY, NEW DELHI-110 025, TEL: 011-47107398 Website: www.modirubberlimited.com, CIN- L25199UP1971PLC003392 Email:skbajpai@modigroup.net The Scrutinizer will submit her report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice. The last date of e-voting, i.e. August 27th 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority. MODI RUBBER LIMITED Corp 0ff. 4-7C, DDA SHOPPING CENTER, NEW FRIENDS COLONY, NEW DELHI-110 025, TEL: 011-47107398 Website: www.modirubberlimited.com, CIN- L25199UP1971PLC003392 Email:skbajpai@modigroup.net Resolution Appointment of Mr Ajay Kumar Jain (DIN – 00097213) as an Independent Director of the Company To consider and if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr Ajay Kumar Jain (DIN – 00097213), who was appointed as an Additional Director in the capacity of an Independent Director with effect from May 29, 2026, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of five years till May 28, 2031, and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution. By order of the Board for Modi Rubber Limited (Sanjeev Kumar Bajpai) Place: New Delhi Head-Legal & Company Secretary Date: 27/07/2026 Membership Number- A10110 Address: 4-7C, DDA Shopping Centre New Friends Colony, New Delhi-110025 MODI RUBBER LIMITED Corp 0ff. 4-7C, DDA SHOPPING CENTER, NEW FRIENDS COLONY, NEW DELHI-110 025, TEL: 011-47107398 Website: www.modirubberlimited.com, CIN- L25199UP1971PLC003392 Email:skbajpai@modigroup.net Notes 1. The Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, in respect of the business as set out in the Notice is annexed hereto. 1. In compliance with MCA circulars, the Company will send Postal Ballot Notice only by email to all its Members who have registered their email addresses with the Depository Participants (DPs)/ M/s MAS Services Limited (Company’s Registrar and Share Transfer Agents or RTA) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on 24/07/2026 (Cut-off Date). A person who is not a member as on the cu [Showing first 8,000 characters — download PDF for full document]