Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, please find enclosed copy of Annual Report of the Company for Financial Year 2025-26 ....

Ref: MDL/SECT/BSE Date: 31st August, 2026 M/s. BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001 Subject: Annual Report of the Company along with Notice of 34th Annual General Meeting (AGM) Dear Sir, Pursuant to the relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Report for Financial Year 2025-26 along with Notice of the 34th AGM of the Company to be held on Saturday, the 26th September, 2026. The schedule of the events is set as below: S. No. Event Date 1. Relevant/Cut-off date to vote on 19th September, 2026 AGM resolution 2. Commencement of e-voting 23rd September, 2026 (9:00 AM) 3. End of e-voting 25th September, 2026 (5:00 PM) 4. Annual General Meeting 26th September, 2026 (11:00 AM) Please take the above on your record. Thanking you Yours truly, For MODERN DAIRIES LIMITED COMPANY SECRETARY NOTICE OF 34TH ANNUAL GENERAL MEETING NOTICE Notice is hereby given that the 34th Annual General Meeting Directors as Cost Auditors to conduct the Audit of the of the Members of Modern Dairies Limited will be held on cost records of the Company for Financial Year ending Saturday, the 26th September, 2026 at 11:00 a.m. through March 31, 2027 at an annual remuneration comprises Video Conferencing/ Other Audio Visual Means to transact of Rs. 50,000/- (Rupees Fifty Thousand Only) for the the following businesses: products subject to Cost Audit under section 138 of the Companies Act, 2013 and Rs. 20,000/- (Rupees ORDINARY BUSINESS: Twenty Thousand Only) for the certification for non- 1. To consider and adopt the Audited Financial auditable products, total amounting to Rs. 70,000/- per Statements of the Company for the Financial Year annum (Rupees Seventy Thousand Only), be and is ended 31st March, 2026, together with the reports of hereby approved and confirmed. the Directors’ and Auditors’ thereon. RESOLVED FURTHER THAT the Board of Directors 2. To appoint a Director in place of Mr. Ashwani Kumar or Company Secretary or Authorised Signatury of the Aggarwal (DIN: 00486430), who retires by rotation at this Company be and is hereby authorized to do all acts Annual General Meeting and being eligible has offered and take all such steps as may be necessary, proper or himself for reappointment. expedient to give effect to this resolution.” 3. To appoint Statutory Auditors and fix their remuneration 5. To approve the material related party transactions and in this regard to consider and if thought fit, to pass, with Nabha Commerce Private Limited and in this with or without modification(s), the following resolution as regard to consider and if thought fit, to pass the an Ordinary Resolution: following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 139 of the Companies Act, 2013 and other “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the applicable provisions of the Act, if any and the Companies Act, 2013 read with the rules made there rules framed thereunder, as amended from time to under (including any statutory modification(s) or re- time, M/s Sanjeev Sharma & Associates, Chartered enactment thereof for the time being in force) and Accountants (Registration No.12326N), be and pursuant to the provisions of Regulation 23(4) of the are hereby appointed as Statutory Auditors of the SEBI (Listing Obligations and Disclosure Requirements) Company for a period of one year, to hold office from Regulations, 2015, approval of the Company be the conclusion of this Annual General Meeting 2026 and is hereby accorded to the Board of Directors, to till the conclusion of the Annual General Meeting to be enter into contracts/arrangements/transactions with held in the year 2027 at a remuneration comprises of Nabha Commerce Private Limited, a Related Party under Section 2(76) of the Companies Act, 2013 and Rs. 9,00,000/- (Rupees Nine Lakh only) as Statutory Regulation 23 (4) of the SEBI (Listing Obligations and Audit, Rs.1,00,000/- (Rupees One Lakh only) as Tax Disclosure Requirements) Regulations, 2015 related Audit Fee and Rs.1,00,000/- (Rupees One Lakh only) to sale / purchase of products, goods, materials or for GST Returns, total amounting to Rs. 11,00,000/- services for a period of Three (3) years till the date per annum (Rupees Eleven Lakh only). of 37th Annual General Meeting to be held in the year RESOLVED FURTHER THAT the Board of Directors 2029, subject to a maximum aggregate transactions of Rs.145 Crore per year on such terms and conditions or Company Secretary or Authorised Signatory of as may be mutually agreed between the Company the Company be and is hereby authorized for and on and Nabha Commerce Private Limited, at arm’s length behalf of the Company to take all necessary steps basis and at prevailing market prices in supersession of and to do all such acts, deeds, matters, and things the approval granted by the Members at the 33rd Annual which may deem necessary in this behalf.” General Meeting held in the year 2025. SPECIAL BUSINESS: RESOLVED FURTHER THAT the Board of Directors 4. To ratify the remuneration of the Cost Auditors for the / Authorized Signatury or Key Managerial Personnel Financial Year ending 31st March, 2027 and pass the be and are hereby authorized to decide upon the following resolution as an Ordinary Resolution: nature and value of the products, goods, materials or services to be transacted with Nabha Commerce “RESOLVED THAT pursuant to the provisions of Private Limited, within the aforesaid limit. Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including RESOLVED FURTHER THAT the Board of Directors any statutory modification(s) or re-enactment(s) thereof, of the Company and/or a Committee thereof and/ for the time being in force) the remuneration payable to or Key Managerial Personnel and/or Authorised M/s. K K Sinha & Associates, Cost Accountants (Firm Signatory, be and are hereby, authorized to do or Registration No. 100279), appointed by the Board of cause to be done all such acts, matters, deeds and MODERN DAIRIES LIMITED things and to settle any queries, difficulties, doubts Karnal –132001 (Haryana) that may arise with regard to any transaction with CIN: L74899HR1992PLC032998 the related party and execute such agreements, Email: secretarial@moderndairies.com documents and writings and to make such filings, Website: www.moderndairies.com Phone: (0172) 2609001/2, Fax: (0172) 2609000 as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.” NOTES: 6. To re-appoint Mr. Ashwani Kumar Aggarwal (DIN: 1. The Explanatory Statement pursuant to Section 102 00486430) as Executive Director (Whole-Time Director) of the Companies Act, 2013 (“the Act”) setting out all of the Company and in this regard to consider and if material facts concerning the Special Business to be thought fit, to pass, with or without modification(s), the transacted at the 34th Annual General Meeting (AGM) following resolution as a Special Resolution: under Item No. 3 to 6 of the Notice, is annexed hereto. “RESOLVED THAT pursuant to the provisions of 2. Pursuant to the General Circular No. 03/2025 dated 22nd Section 196, 197, 198, 200 and 203 read with Schedule September 2025 and General Circular No. 09/2024 V and other applicable provisions of the Companies dated September 19, 2024, issued by the Ministry of Act, 2013 and the Companies (Appointment and Corporate Affairs (MCA) and circular issued by SEBI Remuneration of Managerial Personnel) Rules, vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2014 (including any statutory modification(s) or re- 2024/ 133 dated October 3, 2024 (“SEBI Circular”) enactment thereof for the time being in force), and and other applicable circulars and notifications issued subject to such other approvals as may be required, (including any statutory modific [Showing first 8,000 characters — download PDF for full document]