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.

Modi Rubber Limited reported a standalone net loss of ₹1,941.32 lacs for the year ended March 31, 2026, compared to a net profit of ₹235.96 lacs in the previous year. The standalone total income for FY26 stood at ₹1,830.68 lacs, a decrease from ₹3,439.63 lacs in FY25, while total expenses increased to ₹3,776.58 lacs from ₹3,134.71 lacs. The company reported a basic and diluted earnings per share (EPS) of (₹7.75) for FY26, compared to ₹0.94 in FY25.

On a consolidated basis, the company reported a net profit of ₹63.97 lacs for FY26, a significant decline from ₹2,046.06 lacs in the previous year. The consolidated total income for FY26 was ₹4,881.23 lacs, slightly higher than ₹4,576.93 lacs in the previous year. The auditors noted that the consolidated results included the share of net profit of two joint ventures whose financial statements were audited by other auditors, and unaudited financial statements of one joint venture and one associate.

Segment Reporting

The company operates across three business segments: real estate services, travel services, and others. For the year ended March 31, 2026, travel services reported the highest segment revenue of ₹2,582.62 lacs, followed by real estate services at ₹468.98 lacs. The travel services segment also reported a segment profit of ₹532.26 lacs, while real estate services reported a profit of ₹304.92 lacs.

Key Financial Metrics

Statutory auditors P N A M & Co. LLP issued an unmodified opinion on the financial results, which were prepared in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee reviewed the results, and the Board of Directors approved them at a meeting held on May 29, 2026.