Postal Ballot Notice Summary

Nature of the Disclosure

This is a notice for a postal ballot, pursuant to Section 110 of the Companies Act, 2013 and other applicable provisions, to seek shareholder approval for the appointment of an Independent Director.

Proposed Resolution

The single resolution proposed is a Special Resolution for the appointment of Mr. Ajay Kumar Jain (DIN: 00097213) as an Independent Director of the Company.

Key Details of the Appointment

  • Mr. Jain was initially appointed as an Additional Director in the capacity of an Independent Director by the Board of Directors at its meeting held on May 29, 2026.
  • The current resolution seeks to appoint him as an Independent Director for a term of five years, from May 29, 2026, to May 28, 2031.
  • He shall not be liable to retire by rotation.
  • The Company has received his written consent (DIR-2), a declaration of eligibility (DIR-8), a declaration of independence under Section 149(6) of the Act and SEBI LODR Regulations, and a notice from a member under Section 160(1) of the Act proposing his candidature.
  • His appointment is based on the recommendation of the Nomination and Remuneration Committee (NRC).

E-Voting Process & Schedule

  • The manner of voting is restricted only to remote e-voting; physical ballot forms are not being sent.
  • The e-voting service is facilitated by National Securities Depository Limited (NSDL).
  • The Cut-off Date for determining member eligibility to vote is July 24, 2026.
  • Voting Rights: Members shall have voting rights in proportion to their share of the paid-up equity share capital as on the Cut-off Date.
  • E-Voting Period: The remote e-voting window will be open from 09:00 AM on July 29, 2026, to 05:00 PM on August 27, 2026.
  • The scrutinizer for the process is M/s Avinash K & Co., Practicing Company Secretaries (C.P. No. 18318).
  • The result of the voting will be announced not later than 48 hours from the conclusion of the e-voting period.
  • The resolution will be deemed to have been passed on the last date of voting, i.e., August 27, 2026, if approved by the requisite majority.

Director Profile & Details

  • Name: Mr. Ajay Kumar Jain
  • Expertise: A legal professional with over four decades of experience in constitutional law, corporate/commercial laws, contracts, insolvency, arbitration, and regulatory compliance.
  • Current Directorships in Listed Companies: Independent Director of Dudigital Global Limited.
  • Other Directorship: Director in The Delhi Golf Club (unlisted).
  • Shareholding in Modi Rubber Limited: NIL
  • Remuneration: He shall be entitled to receive sitting fees for attending Board and Committee meetings and reimbursement of expenses for participation.