Modison Limited , a prominent player in the Indian manufacturing sector, has successfully concluded its recent postal ballot, resulting in the appointment of Mr. Nandkishore Bafna as a Non-Executive Independent Director. The voting process, which took place from September 26 to October 25, 2025, saw strong participation from shareholders and demonstrated robust corporate governance practices.

Voting Results Highlight Strong Shareholder Support

The postal ballot results revealed overwhelming support for Mr. Bafna's appointment, with 99.99% of the votes cast in favor of the resolution. Here's a breakdown of the voting outcomes:

Key Highlights of the Postal Ballot

• Total Shareholders: 21,776 (as of the record date, September 19, 2025)
• Total Shares: 32,450,000
• Votes Polled: 17,626,152 (54.32% of total shares)
• Voting Method: Remote e-voting
• Voting Period: September 26 to October 25, 2025

Significance of the Appointment

The appointment of Mr. Nandkishore Bafna as a Non-Executive Independent Director is a significant move for Modison Limited. Independent directors play a crucial role in ensuring good corporate governance, providing unbiased perspectives, and safeguarding the interests of all stakeholders, particularly minority shareholders.

Regulatory Compliance

The postal ballot process was conducted in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and Section 108 of the Companies Act, 2013. The scrutinizer, Ragini Chokshi, confirmed that the resolution passed with the requisite majority.

Transparency and Accessibility

In line with best practices in corporate governance, Modison Limited has made the detailed voting results and the scrutinizer's report available on the company's website ( www.modisonltd.com ), ensuring transparency and easy access for all stakeholders.

The strong shareholder support for Mr. Bafna's appointment reflects positively on Modison Limited's governance practices and shareholder engagement.

Modison has initiated a postal ballot process to seek shareholder approval for the appointment of Mr. Nandkishore Bafna as a Non-Executive Independent Director. The company's Board of Directors, following a recommendation from the Nomination and Remuneration Committee, has proposed Mr. Bafna's appointment for a five-year term starting November 1, 2025.

Key Details of the Proposed Appointment

• Candidate: Mr. Nandkishore Bafna (DIN: 00019372)
• Proposed Role: Non-Executive Independent Director
• Term: Five years (November 1, 2025 to October 31, 2030)
• Age: 86 years
• Voting Period: September 26, 2025 to October 25, 2025
• Voting Method: E-voting through National Securities Depository Limited (NSDL) platform

Professional Background of Mr. Bafna

Mr. Nandkishore Bafna brings a wealth of experience to the proposed role:

• Partner at Lodha & Co. LLP
• Over 45 years of experience in assurance and corporate finance advisory services
• Rank-holding Chartered Accountant
• Graduate in Law and Commerce with top honors
• Gold Medalist in Management Accounting (Part I) examination by ICAI

Expertise and Contributions

Mr. Bafna has served on several key committees, including:

• Company Law Committee
• Auditing Practice Committee of ICAI
• Taxation Committee
• Company and Allied Law Committee of the Indian Merchants' Chamber

He has also served as an Independent, Non-Executive Director in multiple companies for over two decades, often chairing Audit Committees and Nomination & Remuneration Committees.

Special Resolution Requirement

Due to Mr. Bafna's age exceeding regulatory limits, his appointment requires approval through a special resolution, as per Regulation 17(1A) of the SEBI Listing Regulations.

Voting Process

Shareholders can cast their votes electronically through the e-voting facility provided by NSDL. The e-voting period commences at 9:00 a.m. (IST) on September 26, 2025, and concludes at 5:00 p.m. (IST) on October 25, 2025.

Scrutinizer Appointment

Ms. Ragini Chokshi of M/s. Ragini Chokshi & Co, Practicing Company Secretary, has been appointed as the Scrutinizer to ensure a fair and transparent voting process.

The Board of Directors of Modison recommends the approval of this special resolution, citing Mr. Bafna's extensive experience and deep knowledge as justification for his appointment, despite his advanced age. The results of the postal ballot are expected to be announced by October 27, 2025.

Shareholders seeking additional information or wishing to inspect relevant documents can contact the company at shareholder@modison.com .