Modi Rubber Ltd. — AGM Information 2024

Oct 1, 2024

MODI RUBBER LIMITED (CIN: L25199UP1971PLC003392) Registered Office: Modinagar-201204, Ghaziabad Uttar Pradesh, India. Head Office: 4-7C, DDA Shopping Center New Friends Colony New Delhi-110 025 Website: www.modirubberlimited.com, Email : investors@modigroup.net, Phone No: +91-1147107398

SUMMARY OF PROCEEDINGS OF THE 51[st] ANNUAL GENERAL MEETING

The 49th Annual General Meeting (AGM) of the Members of Modi Rubber Limited (“the Company”) was held on Friday, September 30 2024 at 11:30 A.M. (IST) through Video Conference (“VC”)/ Other Audio Visual Means (“OAVM”). The meeting was held in compliance with the General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) read together with previous circulars issued by the MCA (collectively to be referred to as “MCA Circulars”) and Circular No. CFDPoD-2/P/CIR/2023/167 dated 07 October 2023 by the Securities and Exchange Board of India ("SEBI") read together with other circulars issued by SEBI in this regard as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Directors in attendance

Sr. No	Name	Location
1	Mr. VinayKumar Modi	New Delhi
2	Mr. Alok Modi	New Delhi
3	Ms. Alok Modi	New Delhi
4	Mr. Umesh Kumar Khaitan	Rishikesh
5.	Ms Nadira Hamid	New Delhi

Other in attendance

Sr. No	Name	Location
1	Mr. Sanjeev Kumar Bajpai,CS	New Delhi
2	Mr. Kamal Gupta,CFO	New Delhi
3	Ms. Rashmi Saxena	New Delhi
4	Mr. Abhishek Nahat	New Delhi

Sanjeev Kumar Bajpai, Head-Legal & Company Secretary welcomed the Shareholders to the 51[st] Annual General Meeting (“AGM”) of the Company and introduced the Directors and other invitees present in the meeting to the Shareholders.

Vinay Kumar Modi, Chairman and Non-Executive Director, chaired the meeting. As the requisite quorum was present, Meeting was called to order. Shareholders were briefed about the arrangements made for the meeting.

It was informed that remote e-voting commenced on, September 27, 2024 and ended on, September 29, 2024. With the consent of the Shareholders present, Notice convening the AGM was taken as read

Thereafter, Shareholders were informed that:

1) Requisite Statutory Registers and other documents referred to in the Notice of AGM were available for inspection electronically by the Shareholders.

MODI RUBBER LIMITED

(CIN: L25199UP1971PLC003392) Registered Office: Modinagar-201204, Ghaziabad Uttar Pradesh, India. Head Office: 4-7C, DDA Shopping Center New Friends Colony New Delhi-110 025 Website: www.modirubberlimited.com, Email : investors@modigroup.net, Phone No: +91-1147107398

2) Auditors Report for the Standalone statements and consolidated statements of the Company for the financial year ended March 31, 2024 does not contain any qualification, observations or adverse comments. However Secretarial Auditors Report of the Company for the financial year ended March 31, 2024 does contain qualification.

Before proceeding with the businesses contained in the AGM Notice, Mr. Vinay Kumar Modi, Chairman of the Meeting, addressed the Shareholders attending the meeting through VC.

Thereafter, Speaker Shareholders who had registered with the Company for speaking at the AGM were provided opportunity to express their views or ask their queries about the Company and the Agenda Items of the AGM, Thereafter, the following items of business as mentioned in the Notice of the 49th AGM were transacted at the meeting:

1	To consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors (‘the Board’) and auditor’s thereon.	Ordinary Resolution
2	To appoint a Director in place of Mr. Vinay Kumar Modi (DIN: 00274605)) who has consented to retire by rotation for compliance with the requirements of Section 152 of the Companies Act, 2013, and being eligible, offers himself for re-appointment.	Ordinary Resolution
3	Re-appointment of Mr. Umesh Kumar Khaitan as an Independent Director “RESOLVED THAT pursuant to provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other provisions as may be applicable, (including any statutory modification (s) or reenactment (s) thereof for the time being in force), Mr Umesh Kumar Khaitan (DIN- 01180359), who was appointed as an Independent Director of the Company for a term of five years in 2019, who being eligible for re-appointment for a second term and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Director of the Company, be and is hereby reappointed as an Independent Director of the Company, to hold office with effect from August 14, 2024 up to August 13, 2029, and whose office shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board or any committee of directors or executives/officers of the Companyauthorised bythem,be and are hereby	Ordinary Resolution

MODI RUBBER LIMITED (CIN: L25199UP1971PLC003392) Registered Office: Modinagar-201204, Ghaziabad Uttar Pradesh, India. Head Office: 4-7C, DDA Shopping Center New Friends Colony New Delhi-110 025 Website: www.modirubberlimited.com, Email : investors@modigroup.net, Phone No: +91-1147107398

authorised to do all such acts, deeds, matters and things and execute such documentation as may be necessary to give effect to this Resolution. 4 Appointment of Mr Tarun Agarwal (DIN: 10583903) as an Independent Special . Director Resolution RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) [including any statutory modification(s) or reenactment(s) thereof, for the time being in force], and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr Tarun Agarwal (DIN: 10583903) ), who was appointed as an Additional Director in the capacity of an Independent Director with effect from August 14, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) years till August 13, 2029, and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board or any committee of directors or executives / officers of the Company authorised by them, be and are hereby authorised to do all such acts, deeds, matters and things and execute such documentation as may be necessary to give effect to this Resolution.

Shareholders were requested to complete the e-voting process, if not completed already. They were also were informed that Ms. Rashmi Saxena, Scrutinizer of the evoting process, shall provide her report to the Company after the scrutiny of the votes casted by the Shareholders by remote e-voting and insta-voting. Company Secretary was authorised to declare the results of e-voting on or before Thursday, October 03, 2024. Chairman thanked the Shareholders and concluded the meeting.

Thanking You Yours Faithfully For Modi Rubber Limited Digitally signed by SANJEEV SANJEEV KUMAR BAJPAI KUMAR BAJPAI Date: 2024.10.01 11:42:25 +05'30' (S.K. Bajpai) Head-Legal & Company Secretary Membership no. A10110 Place- New Delhi