Milkfood Ltd Directors Report

TO THE MEMBERS

The Directors present their 53^rd Annual Report together with Audited Financial Statements of the Company for the financial year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

	Rs./Lakhs	Rs./Lakhs
	2025-26	2024-25
Revenue from Operations & Other Income	48,459	44,964
Profit before Finance cost, Depreciation & Amortisation and Tax	7,801	2,551
Less: Finance Cost	1,376	1,083
Profit before Depreciation & Amortisation and Tax	6,425	1,468
Less: Depreciation & amortisation Expenses	716	710
Profit /(Loss) before Tax	5,709	758
Tax Expenses (credit/ (net)
- Current Tax	1,202	154
- for earlier year	(36)	2
- MAT Credit utilised/(recognized)	12	36
- Deferred Tax Charged/(Credit)	102	114
Total Tax Expenses/(Credit)	1,280	306
Profit /Loss for the period	4,429	452
Other Comprehensive income	(13)	13
Transferred to Retained Earnings	4,416	465

2. OPERATIONS

During the period under Report, the Companys sales and other income are Rs.48,459/- lakhs and cash profit is Rs.6,425/

- lakhs as compared to last years figures of Rs.44,964/- lakhs and cash profit of Rs.1,468/- lakhs respectively. After depreciation and amortization, the profit for the year is Rs.5,709/- lakhs as compared to the previous year profit of Rs.758/

- lakhs respectively.

3. DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the Directors.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year 2025-26.

5. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 and the rules made thereunder during the year under review. Accordingly, no amount of principal or interest on deposits was outstanding as on date.

6. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, M/s. MFL T rading Private Limited ceased to be a wholly owned subsidiary of the Company. The said subsidiary had filed an application in Form STK-2 with the Registrar of Companies on 15^th October, 2025 for striking off its name from the Register of Companies. The Registrar of Companies, vide email dated 20^th January, 2026, approved the application. Consequently, the name of MFL Trading Private Limited has been struck off from the Register of Companies and the Company does not have any subsidiary as on the date of this Report.

Consolidated Financial Statements

In view of the striking off of MFL Trading Private Limited, the Company does not have any subsidiary as on the date of this Report. Accordingly, the requirement of preparation and presentation of Consolidated Financial Statements under the provisions of the Companies Act, 2013 and the applicable Accounting Standards are not applicable for the year under review. Consequently, only the standalone financial statements of the Company are presented for the year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has not granted any loans, provided any guarantees, or made any investments within the meaning of Section 186 of the Companies Act, 2013. Accordingly, the disclosure requirements under the said provisions are not applicable to the Company for the period.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and to the date of this Report except as stated below:

Execution of an Asset Purchase Agreement

During the financial year, the Company, pursuant to the approval taken from the members of the Company in their Annual General meeting held on 25^th September, 2025, entered into an Asset Purchase Agreement dated 16^th January, 2026, for the sale of its property/unit located at Village Agwanpur, Moradabad, Uttar Pradesh. The transaction, valued at Rs. 130 Crores (Rupees One Hundred and Thirty Crores only), includes the land, buildings, superstructures, and Plant & Machinery situated on the site.

This strategic sale has been undertaken with two clear objectives:

• Strengthening the balance sheet by reducing borrowings, thereby lowering interest costs and improving financial stability.

• Supporting future growth by channelling part of the proceeds into business development initiatives.

The Board believes this decision will enhance the Companys financial flexibility and position it better for long-term growth and shareholder value creation.

9. DIRECTORS Retirement by Rotation

Mr. Harmesh Mohan Sood (DIN: 07951620), Non-Executive Non-Independent Director, retires by rotation and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Appointment and Regularisation of Independent Director

During the year under review, Mrs. Jyotsna Bhatnagar (DIN: 11147240) was appointed as an Independent Non-Executive Director, not liable to retire by rotation, for a term of five consecutive years commencing from 12th August, 2025 and ending on 11th August, 2030.

She fulfills the independence criteria prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Members, at their Annual General Meeting held on 25th September, 2025, approved and regularised the appointment of Mrs. Jyotsna Bhatnagar as an Independent Director of the Company.

Re-appointment of Managing Director

At the Annual General Meeting held on 25^th September, 2025, members approved the re-appointment of Mr. Sudhir Avasthi as the Managing Director for a period of five years from 1st July, 2026 to 30th June, 2031 not liable to retire by rotation. Mr. Sudhir Avasthi has attained the age of seventy years on 23^rd April, 2026.

Completion of Tenure

Mrs. Gita Bawa (DIN: 00111003), Independent Director, has completed her second consecutive five-year term on 29th May 2026. Upon completion of her tenure, she ceased to hold office as an Independent Director on the said date. The Board acknowledges the completion of her tenure and places on record its sincere appreciation for her valuable guidance and contributions.

Continuing Directors

• Mrs. Preeti Mathur - Non-Executive Non-Independent Director

• Mr. Anil Girotra - Independent Non-Executive Director

• Mrs. Namita Swain - Independent Non-Executive Director Boards Opinion on Independence

The Board affirms that all Independent Directors possess the requisite integrity, expertise, and experience to serve the Company effectively.

10. DECLARATION OF INDEPENDENCE

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have confirmed the compliances of relevant provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time.

11. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS

The Company has issued the formal letter of appointment to all the Independent Directors in the manner as provided under the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company at www.milkfoodltd.com.

12. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, the Board convened Seven (7) meetings and the Independent Directors held One (1) separate meeting. The details of these meetings, including dates and attendance, are provided in the Corporate Governance Report. The intervening gap between any two meetings was within the time frame prescribed under the Companies Act, 2013, thereby ensuring full compliance with statutory requirements.

13. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has a policy of conducting familiarization programmes for Independent Directors in order to familiarize them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates etc. The details of such Policy have been given on the website of the Company at www.milkfoodltd.com.

14. COMMITTEES

In compliance with the provisions of Sections 177, 178 and 135 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the following Committees of the Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The composition of these Committees, along with details of meetings held during the year and attendance of members, are provided in the Corporate Governance Report, forming part of this Annual Report.

15. KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on date:

• Mr. Sudhir Avasthi - Managing Director

• Mr. Sanjeev Kothiala - Chief Financial Officer

• Mr. Rakesh Kumar Thakur - Company Secretary and Compliance Officer

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, your Directors confirm that:

(a) in the preparation of Annual Accounts for the year ended March 31,2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. CHANGES IN THE SHARE CAPITAL OF THE COMPANY:

There was no change in the Share Capital of the Company during the financial year 2025-26.

However, subsequent to the closure of the financial year, the Board of Directors, at its meeting held on 22nd June, 2026,

allotted 12,18,000 (Twelve Lakh Eighteen Thousand) Equity Shares of Rs. 5/- each under the Milkfood Limited Employee Stock Option Plan 2024 (“Milkfood ESOS 2024 Plan/ Scheme”) to the eligible employees. Listing and trading approval of these equity shares is received from BSE w.e.f 03^rd July, 2026 vide BSE letter Dated 02^nd July, 2026.

Consequent to the said allotment, the paid-up share capital of the Company is Rs.12,79,80,900/ (Rupees Twelve Crore Seventy Nine Lakh Eighty Thousand Nine Hundred Only) divided into 2,55,96,180 (Two Crore Fifty Five Lakh Ninety Six Thousand One Hundred Eighty) Equity Shares of Rs. 5/- each fully paid-up.

18. AUDITORS

18.1 STATUTORY AUDITORS

The members at their 49^th Annual General Meeting (AGM) of the Company held on 28th September, 2022 appointed M/s Madan & Associates, Chartered Accountants, New Delhi (fRn 000185N) as the Statutory Auditors of the Company to hold office for a term of five years, i.e., from the conclusion of the 49th AGM until the conclusion of the 54th AgM to be held in the calendar year 2027.

M/s Madan & Associates, Chartered Accountants have furnished a certificate confirming their eligibility and qualifications to continue as Statutory Auditors of the Company in accordance with the provisions of Section 141 read with Section 144 of the Companies Act, 2013.

Pursuant to the Companies Amendment Act, 2017 (vide Notification dated 7th May 2018 issued by the Ministry of Corporate Affairs), the requirement of annual ratification of the Auditors appointment by the shareholders has been dispensed with. Accordingly, no resolution relating to ratification of the Auditors appointment is included in the Notice of the ensuing Annual General Meeting.

18.2 AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the financial year ended 31st March 2026 contains a Modified Opinion, signifying the presence of qualifications.

Auditors Qualification

Note no 4(i) regarding the revaluation of Land of Rs 3197 Lakhs resulting in Profits before tax/Retained Earnings higher and OCI/Revaluation Surplus lower as per Ind AS 16, Note no 4.2 regarding retrospective re-evaluation of useful economic life of Vehicle resulting in overstatement of profit before tax to the extent of Rs 251 Lakhs, Note no 4.3 in respect of share based expense of Rs 318 Lakhs net of from other income instead of separate classification in Employee benefit expense as per Ind AS 102.

Directors Response to Auditors Qualifications:

The Board of Directors has carefully considered the observations made by the Statutory Auditors in their Report with respect to Note Nos. 4(i), 4.2 and 4.3 of the Financial Statements. In this regard, the Directors wish to state as follows:

There is no impact on “Other Equity” of the Company except Rs. 251 Lakhs on account of re-evaluation of useful life of asset.

18.3 SECRETARIAL AUDITORS

The members at the 52nd Annual General Meeting (AGM) of the Company held on 25th September 2025, appointed Mrs. Kamlesh Gupta, Company Secretary in practice, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from 1st April, 2025 and ending on 31st March, 2030.

The Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 forms an integral part of this Annual Report and is annexed hereto as Annexure-1.

18.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the requirements of the Securities and Exchange Board of India (SEBI), the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026 from Mrs. Kamlesh Gupta, Company Secretary in practice.

The report, covering compliance with all applicable SEBI Regulations, circulars, and guidelines, has been duly submitted to the Stock Exchange.

18.5 INTERNAL AUDITORS

M/s. Rajeev Pankaj and Associates, Chartered Accountants (Registration No. 033717N), continue to serve as the Internal Auditors of the Company. The firm carries out the functions of internal audit, providing independent assurance on the adequacy and effectiveness of the Companys internal control systems, risk management practices, and governance processes. Their ongoing engagement ensures that the Company maintains robust compliance and operational efficiency across its activities.

18.6 COST AUDITORS

In accordance with Section 148(1) of the Companies Act, 2013 (“the Act”) and the rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government. The Company has duly maintained such cost accounts and records.

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s HMVN & Associates, Cost Accountants (Firm Registration No. 000290), as the Cost Auditors of the Company for the financial year 2026-27. The Company has received their written consent and confirmation that the appointment is in compliance with the applicable provisions of the Act and the rules framed thereunder.

The remuneration payable to the Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee, in accordance with the provisions of the Act and the applicable rules. The Members are requested to ratify the remuneration payable to M/s HMVN & Associates, as set out in the Notice convening the ensuing Annual General Meeting.

The Company will file the Cost Audit Report for the financial year ended 31 st March, 2026 with the Central Government within the prescribed time.

18.7 REPORTING OF FRAUD BY AUDITORS

In accordance with the provisions of Section 143(12) of the Companies Act, 2013, the Company confirms that during the year under review, none of the Statutory Auditors, Cost Auditors, Internal Auditors, or Secretarial Auditors have reported any instances of fraud committed by the officers or employees of the Company. This affirmation underscores the Companys commitment to maintaining the highest standards of integrity, transparency, and accountability in all its operations.

19. NOMINATION AND REMUNERATION POLICY

The Board on the recommendations of the Nomination & Remuneration Committee has framed a Policy for the selection and appointment of directors, key managerial personnel and also for determining the criteria of their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report and is uploaded on the Companys website at http://www.milkfoodltd.com/img/downloads/Milkfood_Nomination_Remuneration_Policy.pdf

20. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy. The Company is aware of the risks associated with the business of the Company. The Board regularly analyses and takes corrective actions for managing / mitigating the risks.

At present, the Company has not identified any element of risks which may threaten the existence of the Company.

21. PERFORMANCE EVALUATION

In compliance with the requirements of the Companies Act and SEBI Listing Regulations, the Board undertook a structured performance evaluation exercise covering individual Directors, the Board as a whole, and its committees.

• Evaluation of Directors: Each Director was assessed on parameters such as level of engagement, quality of contribution, and independence of judgment, thereby ensuring that the interests of the Company are safeguarded.

• Independent Directors were evaluated by the entire Board (excluding the Directors being evaluated).

• Non-Independent Directors were evaluated by the Independent Directors.

• Evaluation of the Board and Committees:

The Board also carried out an annual review of the functioning of its committees, focusing on their effectiveness and contribution to overall governance.

• Key Criteria for the performance evaluation are as follows:

• For Directors:

1. Attendance at Board/Committee meetings

2. Contribution during deliberations

3. Guidance and support to management outside formal meetings

• For Board and Committees:

1. Fulfillment of key responsibilities

2. Adequacy of structure and composition

3. Quality of relationship between Board and Management

4. Effectiveness of communication with shareholders

5. Efficiency of processes, information flow, and overall functioning

The Directors expressed their satisfaction with the evaluation process, affirming that it was fair, transparent, and aligned with the Companys commitment to strong governance practices.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been constituted to address complaints pertaining to sexual harassment. The policy applies to all employees of the Company, including permanent, contractual, temporary, and trainees. During the year under review, no complaints were received by the ICC.

23. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company remains committed to fostering a supportive and inclusive workplace for all employees. In accordance with the provisions of the Maternity Benefit Act, 1961, the Company ensures that all eligible women employees are entitled to paid maternity leave and other prescribed benefits.

During the year under review, no women employees availed maternity leave. Nevertheless, the Company continues to provide flexible working arrangements and nursing breaks to facilitate work-life balance and to support employees in managing both professional and family responsibilities.

24. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure-2” of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on http://www.milkfoodltd.com/img/downloads/Milkfood_Corporate_Social_Responsibility_Policy.pdf

25. CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance forms an integral part of Annual Report and is set out as a separate section therein. A certificate from the Practicing Company Secretary, regarding the compliances with the conditions of corporate governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Directors Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been given separately and forms part of this Report.

27. INFORMATION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621. The listing fee for the financial year 202627 has been paid.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as “Annexure- 3”.

29. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in e-form MGT-7 for the financial year ended 31^st March, 2026 is available on the Companys website at www.milkfoodltd.com

30. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars, also form part of this Report. However, the Report and the financial statements are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to remuneration and other details as required u/s 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 are provided as per “Annexure- 4”.

31. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were conducted on an arms length basis and in the ordinary course of business. The Company did not enter into any materially significant related party transactions with Promoters, Key Managerial Personnel, or other designated persons that could have a potential conflict of interest with the Company at large.

A disclosure in Form AOC-2 is annexed to this Report as Annexure-5. Further details of related party transactions are provided in Note 34 of the financial statements.

In line with governance practices:

• All related party transactions are placed before the Audit Committee and the Board of Directors for approval.

• Omnibus approval is obtained annually for transactions of a repetitive nature.

• Transactions entered pursuant to such omnibus approval, along with a statement of all related party transactions, are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at http://www.milkfoodltd.com/img/downloads/Milkfood_Policy_on_related_party_transactions.pdf

32. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the Prevention of Insider Trading. The objective of this Code is to regulate trading in the securities of the Company by Directors and Designated Employees who may have access to unpublished price-sensitive information by virtue of their position in the Company.

The Code ensures that such persons adhere to the highest standards of transparency and fairness in dealing with the Companys securities, thereby safeguarding the interests of shareholders and maintaining market integrity.

The Code of Conduct, as required under the SEBI Regulations, is available on the Companys website: www.milkfoodltd.com.

33. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, Vigil Mechanism for directors and employees to report their genuine concerns such as unethical behavior, actual or suspected fraud, violation of the Companys Code of Conduct, has been adopted. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.milkfoodltd.com/img/downloads/Milkfood_WHISTLEBLOWER_POLICY.pdf

34. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has established a robust internal control framework designed to safeguard its assets against loss, unauthorized use, or improper disposition. All financial transactions are duly authorized, accurately recorded, and systematically reported to the Management. The Company ensures strict compliance with applicable Accounting Standards, thereby maintaining transparency and reliability in its books of accounts and financial statements.

An independent Internal Auditor continuously reviews and evaluates the effectiveness of these controls, monitoring adherence to the policies and procedures adopted by the Company. This ongoing oversight provides assurance that the internal control system remains adequate, effective, and aligned with the Companys objectives of operational efficiency, regulatory compliance, and risk mitigation.

35. COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company is fully compliant with the applicable mandatory requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and the Companys Operations in future.

38. ESOP ISSUANCE

In accordance with the Milkfood Limited Employee Stock Option Plan 2024 (“Milkfood ESOS 2024 Plan/ Scheme”), duly approved by the Board of Directors on 02nd December, 2024 and by the Members at the Extra-ordinary General Meeting held on 30th December 2024, and pursuant to the inprinciple approval granted by BSE Limited on 23rd January, 2025, the Nomination and Remuneration Committee (“NRC”) granted 12,18,000 (Twelve Lakh Eighteen Thousand) Options to eligible employees on 27th January, 2025. Subsequently, the most of grantees expressed their inability to exercise the options, citing unattractive terms. The NRC, in line with Clause 11 of the Scheme, approved the lapse of these options and returned them to the pool for future reissue.

On 20^th June 2025, the NRC reissued 12,18,000 Options to eligible employees at an exercise price of Rs.5 per option. Further, the Board of Directors at its meeting held on 22^nd June 2026, allotted 12,18,000 Options to eligible employees at the same exercise price of Rs.5 per option, in accordance with the Scheme.

Disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Options as at 31st March 2026 are provided in Annexure-6 to this Report.

A certificate from the Secretarial Auditors confirming implementation of the Scheme will be available for inspection by members at the ensuing Annual General Meeting.

39. ISSUE OF CONVERTIBLE WARRANTS TO NON-PROMOTER/PUBLIC CATEGORY ON PREFERENTIAL BASIS

Subsequent to the closure of the financial year, the Board of Directors, at its meeting held on 30th June, 2026, considered and approved the proposal for preferential allotment of securities to persons belonging to the Non-Promoter/Public Category, in one or more tranches, up to a maximum of 22,00,000 (Twenty Two Lakhs Only) Convertible Warrants at a price of Rs. 30/- (Rupees Thirty Only) each, comprising face value of Rs. 5/- (Rupees Five Only) and securities premium of Rs. 25/- (Rupees Twenty Five Only), fully paid in cash. Each Warrant entitles the holder to exercise the option to convert into and be allotted one equity share of face value Rs. 5/- each, fully paid-up, against each Warrant.

Company obtained the consent of the members in their Extra-ordinary General Meeting (EGM) held on 27^th July, 2026,

for the preferential allotment.

Further, in compliance with the provisions of Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company filed an application with BSE Limited on 03rd July, 2026 for seeking in principle approval for the said preferential issue.

40. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Amount of unclaimed/unpaid dividend:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and amendments thereto, the dividend amounts remaining unpaid or unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. In addition, the IEPF Rules mandate that the underlying shares on which dividend remain unpaid/unclaimed for seven consecutive years shall also be transferred to the demat account of the IEPF Authority.

The year-wise details of unpaid/unclaimed dividend lying in the unpaid account, which are liable to be transferred to the IEPF and the due dates for such transfer, are as follows:

Financial Year	Type of Dividend	Date of declaration of Dividend	Number of Shareholders against whom Dividend amount is unpaid	Dividend in Rs. per equity shares of Rs. 10/- each	Unclaimed Dividend as on 31st March, 2026 (in Rs.)	Due date for transfer to the IEPF
2022-23	Interim Dividend	19-11-2022	1477	2.50	5,14,303.00	19-12-2029
2023-24	Interim Dividend	16-11-2023	1223	2.50	4,94,552.00	16-12-2030
2024-25	Interim Dividend	25-06-2024	1576	2.50	6,14,136.00	25-07-2031

The details of unpaid/unclaimed dividend and other unclaimed monies are also available on the Companys website at www.milkfoodltd.com.

Shareholders who have not yet encashed/claimed their dividend are requested to claim/encash their dividend warrants at the earliest from the Company/Registrar and Transfer Agent (RTA) before the due dates of transfer to the IEPF as mentioned above, failing which the dividend and corresponding shares will be transferred to the IEPF in accordance with the statutory requirements.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF THE NODAL OFFICER

During the year under review, in accordance with the IEPF Rules, Mr. Rakesh Kumar Thakur, Company Secretary continues to be the Nodal Officer for the purpose of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for co-ordination with IEPF Authority.

44. APPOINTMENT OF THE DESIGNATED PERSON

During the year under review, Mr. Rakesh Kumar Thakur, Company Secretary of the Company continues to be the designated person to be responsible for “furnishing, and extending co-operation for providing, information to the Registrar with respect to beneficial interest in shares of the Company.

45. DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

In accordance with the provisions of Schedule VI of the SEBI Listing Regulations, the Company has opened a Demat Suspense Escrow Account namely “Milkfood Limited - Demat Suspense Escrow Account” with the Registrar and T ransfer Agent, M/s Alankit Assignment Limited. The details of shares lying in the said account as on March 31,2026 are provided below. The voting rights on these shares shall remain frozen until the rightful owner claims them.

Sr. No.	Particulars	Number of Shareholders	Number of Shares
(a)	At the beginning of the year	1	2,400 shares of Rs.5/- each
(b)	Shares transferred during the year	-	-
(c)	At the end of the year	1	2,400 shares of Rs.5/- each
(d)	Voting rights	-	Frozen till the rightful owner claims the shares

46. ACKNOWLEDGEMENT

The Board of Directors extends its sincere gratitude to regulatory authorities, stakeholders, customers, vendors, investors, financial institutions, and bankers for their continued support during the year.

We also thank our members for their trust and confidence in the Company.

Most importantly, we acknowledge the dedication and commitment of our employees at all levels. Their hard work and teamwork have been the driving force behind our consistent growth and success.

The Board looks forward to your continued support and cooperation in the years ahead.

Sd/-	Sd/-
Sudhir Avasthi	Harmesh Mohan Sood
Managing Director	Director
DIN:00152375	DIN:07951620