The Board of Directors of Modi Rubber Limited has approved the execution of a Letter of Comfort and an Inter Se Agreement concerning the expansion project of its joint venture, Gujarat Guardian Limited. This disclosure, made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, outlines the financial safeguards required by lending banks for the joint venture’s capital expenditure. The move ensures that both joint venture partners share responsibility for potential cost overruns associated with the new infrastructure development.

Expansion Project Details

Gujarat Guardian Limited, a joint venture between Modi Rubber Limited and Guardian International LLC USA, has initiated an expansion project that includes the installation of a second float glass production line along with other related facilities. The project is proposed to be financed through a combination of internal accruals from Gujarat Guardian Limited and external borrowings from banks and financial institutions.

Regulatory Approvals and Agreements

As a condition for the sanction of the proposed financing, the lending banks have mandated that the joint venture partners provide a Letter of Comfort and Undertaking. This document specifically addresses any cost overrun relating to the Gujarat Guardian Limited expansion project. Additionally, an Inter Se Agreement is proposed to be executed amongst Gujarat Guardian Limited, Guardian International LLC USA, and Modi Rubber Limited. This agreement will set out the rights and obligations of all parties in the event of any cost overrun.

The Board of Directors of Modi Rubber Limited approved these measures via a resolution passed through circulation. The resolution authorizes the concerned officials of the company to execute and sign all necessary documents on behalf of the company. The disclosure was issued on July 30, 2026, by S. K. Bajpai, Head – Legal & Company Secretary.

What the Numbers Show

While no specific monetary values for the expansion or the cost overrun liability were disclosed in the filing, the requirement for a Letter of Comfort indicates a significant capital outlay requiring external debt financing. The structure ensures that Modi Rubber Limited’s exposure is defined within the framework of the Inter Se Agreement, protecting the parent company from unlimited liability while satisfying lender requirements for the joint venture’s growth.

Modi Rubber Limited shareholders will vote via electronic means to appoint Mr. Ajay Kumar Jain (DIN – 00097213) as an Independent Director for a five-year tenure. The resolution, if passed by the requisite majority, will formalize his appointment from May 29, 2026, through May 28, 2031. This governance move aims to strengthen board oversight with Mr. Jain’s extensive legal background, including over four decades of experience in constitutional law, corporate restructuring, and insolvency resolution.

The voting process is governed by Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI LODR Regulations. M/s Avinash K & Co., Practicing Company Secretaries (C.P. No. 18318), has been appointed as the scrutinizer to ensure a fair and transparent e-voting process facilitated by National Securities Depository Limited (NSDL). Members holding shares as on the cut-off date of July 24, 2026, are eligible to cast their votes.

E-Voting Schedule and Procedure

Shareholders must exercise their voting rights electronically during the specified window. Physical ballot forms are not being dispatched in compliance with Ministry of Corporate Affairs circulars. The e-voting facility will be disabled immediately after the closing time.

The result of the postal ballot will be announced within 48 hours of the conclusion of e-voting. Corporate and institutional members must submit scanned copies of board resolutions or authority letters to the scrutinizer via email to authorize their representatives to vote.

Candidate Profile and Board Recommendation

Mr. Ajay Kumar Jain was initially appointed as an Additional Director in the capacity of an Independent Director by the Board on May 29, 2026, subject to shareholder approval. He holds an LLB degree and possesses deep expertise in corporate law, taxation, property laws, and arbitration. His professional history includes representing clients before the Supreme Court of India, various High Courts, the National Company Law Tribunal (NCLT), and arbitral tribunals.

The Nomination and Remuneration Committee (NRC) recommended his candidature based on his alignment with the desired attributes for independent directors. Mr. Jain currently serves as an Independent Director at Dudigital Global Limited and as a Director at The Delhi Golf Club. He does not hold any shares in Modi Rubber Limited. His remuneration will consist of sitting fees for attending Board and Committee meetings, along with reimbursement of expenses incurred for participation.

What the Numbers Show

The appointment structure reflects standard regulatory compliance for listed entities under the Companies Act, 2013, and SEBI LODR Regulations. Notably, Mr. Jain’s lack of shareholding in Modi Rubber Limited underscores his independent status, ensuring unbiased oversight. His existing directorship at another listed entity, Dudigital Global Limited, is disclosed to confirm compliance with limits on directorships. The five-year non-rotational term aligns with statutory provisions for Independent Directors, providing stability to the board’s governance framework while leveraging his specialized legal risk management and insolvency expertise.