Milkfood Ltd Directors Report

TO THE MEMBERS

The Directors present their 52nd Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

	Rs./Lakhs	Rs./Lakhs
	2024-25	2023-24
Revenue from Operations & Other Income	44,964	44,632
Profit before Finance cost, Depreciation & amortisation and Tax	2,551	2,907
Less: Finance Cost	1,083	1,353
Profit before Depreciation & amortisation and Tax	1,468	1,554
Less: Depreciation & amortisation Expenses	710	672
Profit /(Loss) before Tax	758	882
Tax expense/ (credit) (net)
- Current tax	154	227
- Tax adjustment for earlier year	2	(100)
- MAT credit utilised/ (recognised)	36	(177)
- Deferred tax Charged/ (Credit)	114	220
Total Tax Expenses/(Credit)	306	170
Profit /Loss for the period	452	712
Other Comprehensive income	13	(17)
Transferred to Retained Earnings	465	695

2. OPERATIONS

During the period under Report, the Companys sales and other income are Rs. 44,964/- lakhs and cash profit is Rs.1,468/ - lakhs as compared to last years figures of Rs. 44,632/- lakhs and cash profit of Rs. 1554/- lakhs respectively. After depreciation and amortization, the profit for the year is Rs.758/- lakhs as compared to the previous year profit of Rs.882/-lakhs respectively.

3. DIVIDEND

Pursuant to the approval of the Board of Directors on 25th June, 2024, the Company has paid an interim dividend @ Rs.2.50/- per equity share of the face value of Rs. 10/- each to the Shareholders who were on the register of members as on 05th July, 2024, being the Record Date fixed for this purpose. Interim Dividend absorbed a sum of Rs.1,52,36,363/-(Rupees One Crore Five Two Lakhs Thirty-Six Thousand Three Hundred and Sixty-Three Only) out of the net profits after tax for the financial year 2024-25.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no material change in the nature of business of the Company.

5. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits under Section 73 of the Companies Act, 2013 during the year.

6. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, M/s. MFL Trading Private Limited continues to be the wholly owned subsidiary company of the Company.

In compliance with provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements along with the Auditors Report thereon forms part of this Annual Report.

During the year, the Board of Directors (the Board) has reviewed the affairs of the Subsidiary. Further, a statement containing the salient features of the financial statements of subsidiary in the prescribed format AOC-1 is appended as "Annexure-1" to the Boards Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiary, are available on the Companys website at www.milkfoodltd.com.

The Company has no material subsidiary company but in order to comply with the Listing Regulations, the Company has adopted a Policy on Material Subsidiary Companies and has uploaded on the Companys website at www.milkfoodltd.com.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the Company has not made any loan, guarantee or investment in terms of provisions of Section 186 of the Companies Act, 2013.

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 following:

DISCLOSURES WITH RESPECT TO SCHEME OF AMALGAMATION:

The Board of Directors in its meeting held on 5th October, 2020, approved the scheme of Amalgamation between M/s Triputi Infrastructure Private Limited (Transferor Company) with M/s Milkfood Limited (Transferee Company).

The NCLT, Chandigarh Bench has approved the Scheme of Amalgamation of M/s Triputi Infrastructure Private Limited with M/s Milkfood Limited vide its Order pronounced on 16th April, 2024 and a certified copy of the Order was received on 9th May, 2024.

9. DIRECTORS

Mrs. Preeti Mathur, Non-Executive Non-Independent Director (DIN: 07951647) retires by rotation and, being eligible, offer herself for re-appointment as the Director of the Company. The Board recommends her re-appointment.

Appointment of Independent Director:

Based on the recommendations of the Nomination and remuneration Committee, the Board at its Meeting held on 12th August, 2025, inter alia, considered and approved with effect from 12th August, 2025, the appointment of Mrs. Jyotsna Bhatnagar (DIN:11147240) as an Additional Director of the Company to hold office up to the date of ensuing Annual General Meeting of the Company.

Further, Mrs. Jyotsna Bhatnagar has been appointed as an Independent Non-Executive Director, not liable to retire by rotation, who meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a term of 5 (five) consecutive years commencing from 12th August, 2025 to 11th August, 2030.

Mrs. Jyotsna Bhatnagar has given consent for her appointment as the Director (Independent & Non-Executive Director) of the Company.

The Board of Directors also feel that her appointment is in the interest of the Company. The Board recommends her appointment at the ensuing AGM.

In terms of section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Jyotsna Bhatnagar has confirmed that she has registered herself with the databank maintained by Indian Institute of Corporate Affairs, Manesar ("IICA").

Re-appointment of Mr. Sudhir Avasthi as Managing Director

Pursuant to the recommendations of the Nomination and remuneration Committee, the Board at its Meeting held on 12th August, 2025, approved the re-appointment of Mr. Sudhir Avasthi as the Managing Director of the Company for a period of 5 years commencing from 1st July, 2026 to 30th June, 2031 (both days inclusive), not liable to retire by rotation, notwithstanding that Mr. Avasthi will attain the age of seventy years on 23rd day of April, 2026. The Board recommends his re-appointment. Mr. Harmesh Mohan Sood continues to hold the office as Non-Executive Non-Independent Director of the Company. Mrs. Gita Bawa, Mr. Anil Girotra and Mrs. Namita Swain continue to hold the office as the Non-Executive Independent Directors of the Company.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess relevant expertise and experience required to best serve the interest of the Company.

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 (Appointments 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 year under review, eleven (11) Board meetings and One (1) separate meeting of the Independent Directors were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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

As per the provisions of Section 177, 178 and 135 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Composition of these Committees and details of their meetings are given in the Corporate Governance 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: (a) Mr. Sudhir Avasthi, Managing Director (b) Mr. Sanjeev Kothiala, Chief Financial Officer.

(c) 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, 2025, 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: Authorised Share Capital

Pursuant to the Scheme of Amalgamation of M/s. Triputi Infrastructure Private Limited (Transferor Company) with M/s. Milkfood Limited (Transferee Company) and their respective shareholders and Creditors (the Scheme), as approved by the Honble National Company Law Tribunal, Chandigarh Bench ("NCLT") vide its Order dated 16th April, 2024, the Company has increased its Authorised Share Capital from existing Rs. 20,00,00,000/- (Rupees Twenty Crore) divided into 1,95,00,000 (One Crore Ninety-Five Lakhs) Equity Shares of Rs.10/- each and 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs.100/- each to Rs. 34,50,00,000/- (Rupees Thirty-Four Crores and Fifty Lakhs only) divided into

3,40,00,000 (Three Crore Forty Lakhs) Equity Shares of Rs.10/- each and 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs.100/- each.

Further, during the year under review, the Company has sub- divided each existing equity share of face value of Rs.10/-(Rupees Ten only) each into Two (2) equity shares of face value of Rs. 5/- (Rupees Five only) each, fully paid-up, ranking pari-passu in all aspects and without altering the aggregate amount of paid-up share capital and consequently Clause V of the Memorandum of Association of the Company was altered and replaced with the following Clause:

"The Authorised Share Capital of the Company is Rs. 34,50,00,000/- (Rupees Thirty-Four Crores and Fifty Lakhs only) divided into 6,80,00,000 (Six Crore Eighty Lakhs) Equity Shares of Rs. 5/- (Rupee Five only), each and 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs. 100/- each." Issued, Subscribed and Paid-up Share Capital

Pursuant to the Scheme of Amalgamation of M/s. Triputi Infrastructure Private Limited (Transferor Company) with M/s Milkfood Limited (Transferee Company) and their respective shareholders and Creditors (the Scheme), as approved by the Honble National Company Law Tribunal, Chandigarh Bench ("NCLT") vide its Order dated 16th April, 2024, the Board of Directors at their meeting held on 25th April, 2024 has approved the allotment of 9,66,690 (Nine Lakh Sixty-Six Thousand Six Hundred and Ninety) Equity Shares of Rs. 10/- to the eligible Shareholder, Mr. Karamjit Jaiswal of the Transferor Company, in the ratio of 69 Equity Shares of Rs. 10/- each fully paid up of the Company for every 1000 (One Thousand) Equity Shares of Rs. 10/- each held of the Transferor Company. Further, the Company has applied for listing of 9,66,690 Equity Shares with BSE Limited on 2nd May, 2024 and BSE Limited granted the listing and trading approval of these shares vide Letters dated 03.06.2024 and 14.06.2024 respectively.

Further, during the year under review the Company has issued bonus equity shares of Rs. 5/- each in the proportion of 1 (One) new fully paid-up equity share of Rs. 5/- each for every 1 (One) existing fully paid-up equity share of Rs. 5/- each held by the memebrs of the Company and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such Member.

As on date, the paid-up share capital of the Company is Rs. 12,18,90,900/- (Rupees Twelve Crore Eighteen Lakh Ninety Thousand and Nine Hundred only) divided into 2,43,78,180 (Two Crore Forty-Three Lakh Seventy-Eight Thousand One Hundred and Eighty only) Equity Shares of Rs.5/- each fully paid up.

18. AUDITORS

18.1 STATUTORY AUDITORS

The members at their 49th 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 the office for a term of five years i.e. from the conclusion of 49th Annual General Meeting until the conclusion of the 54th Annual General Meeting of the Company to be held in the calendar year 2027.

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

The Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) has dispensed with the requirement of ratification of Auditors appointment by the shareholders every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

18.2 AUDITORS REPORT

The Auditors Report on the Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2025 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. Notes to accounts are self-explanatory and form an integral part of Financial Statements.

18.3 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Kamlesh Gupta, Company Secretary in practice has been appointed as the Secretarial Auditor to carry out the Secretarial Audit of secretarial and related records of the Company for the financial year ended on 31st March, 2025.

The Secretarial Audit Report issued by the aforesaid Secretarial Auditor in Form No. MR-3 forms part of this report and is annexed herewith as "Annexure-2".

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board on recommendations of the Audit Committee has recommended to shareholders, the appointment of Mrs. Kamlesh Gupta, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 01st April, 2025 till 31st March, 2030. A resolution seeking shareholders approval for the appointment of Ms. Kamlesh Gupta, Practising Company Secretary as the Secretarial Auditor has been included in the Item No. 7 of Notice of the ensuing 52nd AGM of the Company.

18.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on the compliances of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Mrs. Kamlesh Gupta, Company Secretary in practice, Secretarial Auditor, and submitted to the stock exchange.

18.5 INTERNAL AUDITORS

M/s. Rajeev Pankaj and Associates, Chartered Accountants (Registration No. 033717N), continue to be the Internal Auditors of the Company to perform the functions of internal audit.

18.6 COST AUDITORS

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 ("the Act") and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

The Board on recommendations of the Audit Committee has appointed M/s HMVN & Associates, Cost Accountants (Firm Registration No.000290), as the Cost Auditors for auditing the cost records of your Company, for the financial year 2025-26. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendations of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore 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 31st March, 2025, with the Central Government on or before the due date.

18.7 REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

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 terms of the requirements of the Act and Listing Regulations, a separate exercise was carried out to evaluate the performance of all the individual Directors on the Board who were evaluated on parameters such as level of engagement, contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Directors being evaluated). The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its committees. The Directors expressed their satisfaction with the evaluation process.

Some of the key criteria for the performance evaluation are as follows –

Performance evaluation of Directors:

1. Attendance at the Board/Committee meetings.

2. Contribution at the Board/Committee meetings.

3. Guidance/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities.

2. Board Structure and Composition.

3. Quality of relationship between Board and Management.

4. Efficacy of communication with external shareholders.

5. Effectiveness of Board process, information and functioning.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.

23. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a supportive and inclusive workplace for all employees. In line with the provisions of the Maternity Benefit Act, 1961, the Company ensures that all eligible women employees are granted paid maternity leave and other prescribed benefits. During the year under review, no women employees availed maternity leave. The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work 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-3" 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 2025-26 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- 4".

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 31st March, 2025 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-5" .

31. RELATED PARTY TRANSACTIONS

All related party transactions which were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the Company at large. A disclosure in form AOC-2 is annexed with this Report as "Annexure-6".

All related party transactions have been disclosed in Note 34 of the financial statements.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all Related Party Transactions are placed before the Audit Committee for its review 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 SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate the trading in the securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company.

The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at 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 an adequate system of internal control to safeguard and protect from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting the financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company.

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

Pursuant to the Scheme of ‘Milkfood Limited Employee Stock Option Plan 2024" ("Milkfood ESOS 2024 Plan/ Scheme") as approved by the Board of Directors of the Company on 2nd December, 2024 and by the members of the Company in their EGM held on 30th December, 2024 and pursuant to receipt of In-Principle approval of BSE Limited on 23rd January, 2025, the Nomination and Remuneration Committee (NRC) of the Company, at its meeting held on 27th January, 2025 granted 12,18,000 (Twelve Lakh Eighteen Thousand only) Options to the Eligible Employees of the Company.

But almost all grantee(s) to whom 1218000 Options were granted expressed their inability to exercise the Options granted to them due to the unattractive proposal as the main reason.

In view of the same, the matter was put up before the NRC to review the matter and NRC accepted the request of the Grantees for lapse of 1218000 Options in accordance with the scheme, and these Options were made part of pool with a authority to the NRC that it may re-issue these Options in future at such terms & conditions as it may think fit in accordance with the Clause [11] of the ESOP Scheme.

Further, NRC at its meeting held on 20th June, 2025 re-issued 12,18,000 (Twelve Lakh Eighteen Thousand only) Options to the eligible employees of the Company in accordance with Scheme, at an exercise price of Rs 5/- per Option.

Disclosure required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweet Equity) Regulations, 2021 relating to Employees Stock Options as at 31st March, 2025 are given in "Annexure 7" to the Report.

Further, a certificate from the Secretarial Auditors on the implementation of the ‘Milkfood Limited Employee Stock Option Plan 2024" ("Milkfood ESOS 2024 Plan/ Scheme") will be available at the ensuing Annual General Meeting for inspection by the members.

39. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF 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

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.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Amount of unclaimed/unpaid dividend:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. Furthermore, the IEPF Rules mandate companies to transfer shares of shareholders whose dividends remain unpaid / unclaimed for a period of 7 (Seven) consecutive years to the demat account of the IEPF Authority.

Year wise details of the amount 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, 2025 (in Rs.)	Due date for transfer to the IEPF
2022-23	Interim Dividend	19-11-2022	1479	2.50	5,15,753.00	19-12-2029
2023-24	Interim Dividend	16-11-2023	1225	2.50	4,96,001.50	16-12-2030
2024-25	Interim Dividend	25-06-2024	1578	2.50	6,15,585.75	25-07-2031

The data on unpaid / unclaimed dividend and other unclaimed monies is also available on the website of the Company and can be accessed through the following web link www.milkfoodltd.com Shareholders who have not yet encashed/claimed their dividend are requested to encash/claim the same from the Company/ RTA of the Company before it is transferred to the IEPF.

41. 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.

42. 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 for the purposes 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.

43. 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.

44. DISCLOSURES WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

In accordance with the provisions of Schedule VI of the SEBI Listing Regulations, the Company opened a Demat Suspense Escrow account namely "Milkfood Limited - Demat Suspense Escrow Account" with the RTA M/s Alankit Assignment Limited, the details of shares in the said account as on March 31, 2025 are as follows: (a) at the beginning of the year, in this Account, there were only 900 shares (before split and Bonus issue) of Rs. 10/- each held by two shareholders.

(b) During the year under review, one Shareholder approached the company for transfer of 1200 shares of Rs. 5/- each (300*4) (after Split and Bonus) from the suspense account.

(c) the Company transferred these shares from the suspense account.

(d) now at the end of the financial year, there is only One shareholder holding 2400 shares (600*4) (after split and bonus) of Rs. 5/- each lying in the suspense account.

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

45. ACKNOWLEDGEMENT

Your Company and its Board of Directors would like to express their sincere appreciation for the assistance, support and cooperation received from regulatory authorities, stakeholders, customers, vendors, investors, financial institutions, bankers and members during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

	For and on behalf of the Board
	Sd/-	Sd/-
Place: New Delhi	Sudhir Avasthi	Harmesh Mohan Sood
Date: 12.08.2025	Managing Director	Director
	DIN:00152375	DIN: 07951620