Modis Navnirman Ltd — Board Meeting, 09-06-2025: Board Meeting

MODIS

NAVNIRMAN

June 09, 2025

To,

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai - 400 001

Scrip Code: 543539

Sub: Outcome of the Board Meeting held on June 09, 2025.

. The Scheme of Amalgamation under Section 233 and other applicable provisions of the Companies Act,

2013 and the rules and regulations made thereunder for amalgamation of Shree Modi's Navnirman Private

Limited (“Transferor Company”) with and into the Company (“Scheme”).

The Scheme as approved by the Board of Directors would be available on the website of the Company at

www.modisnirman.com after submission of the same with the BSE Limited.

The Board hereby authorises Mr. Dineshkumar Chunilal Modi (DIN: 02793201) and Mr. Mahek Dinesh Modi

(DIN: 06705998), Directors of the Company, to fix the latest practical date for the list of creditors and

Members, as the date on which list of creditors and members will be identified for the purposes of obtaining

approval under Section 233 of the Companies Act, 2013 up on receipt of comment, if any, from Register of

companies and official liquidator or after 30 days from the date of submission of the CAA-9 to the Registrar

of Companies or official liquidator or any other authority, whichever is earlier.

The draft notice of Postal Ballot to seek necessary approval of the members, for the aforementioned

Scheme of Amalgamation under Section 233 and other applicable provisions of the Companies Act, 2013

and the rules and regulations made thereunder. The cut-off date for the notice of postal ballot would be 11t

July 2025 or such date as may be decided by Mr. Dineshkumar Chunilal Modi (DIN: 02793201) and Mr.

Mahek Dinesh Modi (DIN: 06705998), Directors of the Company.

Migration of Company from SME platform of BSE to Main Board of BSE Limited and NSE Limited.

- Approval of Draft EOGM Notice and Calendar of events for the agenda of Migration of Company from SME

platform of BSE to Main Board of BSE Limited and NSE Limited.

The Board has appointed Mr. Jigarkumar Gandhi - M/s JNG Co. and LLP, Practicing Company Secretary

(Membership No. FCS: 7569; CP No: 81 08), to act as the Scrutinizer' to scrutinise e-voting results to be

carried out in the above EGM as well as postal ballot.

MODIS NAVNIRMAN LTD. | CIN : U45203MH2022PLC377939

Corporate Address : Shop No. 01, Rashmi Heights, M.G.Road, Kandivali (W), Mumbai - 400 067.

® info@modisnirman.com | @ www.modisnirman.com | ® + 919819 9891 00

----------------Page (0) Break----------------

MODIS

NAVNIRMAN

The detailed disclosures on S. Nos. 1 pursuant to Regulation 30 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with SEBI Master Circular

No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed herewith as Annexure I.

The meeting commenced at5.00 p.m. and concluded at 6.15 p.m.

You are requested to take the same on record.

Thanking you,

Yours sincerely,

For and on Behalf of Board of Directors of,

MODI'S NAVNIRMAN LIMITED (Wt

MAHEK DINESH MODI

CFO and Whole-time director

DIN: 06705998

Address: B-5, 202, Kamla Nagar,

M.G.Road, Kandivali (West)

Mumbai, Maharashtra

400067

MODIS NAVNIRMAN LTD. | CIN : U45203MH2022PLC377939

Corporate Address : Shop No. 01, Rashmi Heights, M.G.Road, Kandivali (W), Mumbai - 400 067.

® info@modisnirman.com | @® www.modisnirman.com | ® + 919819 9891 00

----------------Page (1) Break----------------

MODIS

NAVNIRMAN

Annexure |

The details of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“SEBI Listing Regulations

November 11, 2024

") read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated

Sr. Details of the Events that need to be | Information of such event

No. | provided

1. Name of the entity(ies) forming part of | Shree Modi’s Navnirman Private Limited (“SMNPL” or

the amalgamation/merger, details in | “Transferor Company”) The turnover of Transferor

brief such as, size, turnover etc. Company for the financial year ended as of March 31,

2025, is Rs. 11,48,03,691.

2. | Whether the transaction would fall | Yes, the companies involved in the Scheme are related

within related party transactions? If yes, | parties to each other. In terms of General Circular No.

whether the same is done at “arm’s | 30/2014 dated July 17, 2014, issued by the Ministry of

length” Corporate Affairs, transactions resulting from

compromises, arrangements, and amalgamations under

the Companies Act, 2013, will not attract the

requirements of Section 188 of Companies Act, 2013.

Since the Transferor Companies are being amalgamated

as wholly owned subsidiaries through the Scheme, there

will be no issuance of shares by the Company.

Accordingly, no consideration is payable, and no

valuation is presently required.

3. | Area of business of the entity(ies) Transferor Company engaged in the business

of

infrastructure development, construction, and real

estate, including redesigning, repairing, and

renovation projects.

4. | Rationale for amalgamation/ merger The proposed amalgamation will streamline the group

structure, optimize resource utilization, and achieve

operational synergies through the consolidation of

administrative and operational functions.

5. | In case of cash consideration-amount | There will be no cash or share consideration involved

in or otherwise share exchange ratio

this process.

6. Brief details of change in shareholding | There will be no change in the shareholding of the

pattern (if any) of listed entity Transferee Company.

MODIS NAVNIRMAN LTD. | CIN : U45203MH2022PLC377939

Corporate Address : Shop No. 01, Rashmi Heights, M.G.Road, Kandivali (W), Mumbai - 400 067.

® info@modisnirman.com | @® www.modisnirman.com | ® + 9198199891 00

----------------Page (2) Break----------------