Milton Industries Ltd Directors Report

TO

THE MEMBERS,

Milton Industries Limited

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The Directors have pleasure in presenting the 40 Annual Report on the businessand operations of the

Company together with the Audited Accounts and the Auditors Report of your Company for the

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financial year ended 31 March, 2026.

1. FINANCIAL RESULTS:

The financial results of the company for the year 2025-26 under review are as under:

(Rs. in lakhs)

Particulars	For the year ended	For the year ended
	on 31.03.2026	on 31.03.2025
Revenue from Operation	4641.14	4417.45
Other Income	78.98	175.02
Total Income	4720.12	4592.47
Less: Expenditure	4199.28	4151.13
Profit/(loss) before Interest, Depreciation and Tax	520.83	441.34
Less: Finance Cost	155.79	169.26
Less: Depreciation & Amortization Cost	120.18	116.68
Prior Period Items	-	-
Less: Extraordinary items	-	-
Less: Exceptional Items	-	-
Profit /loss before Tax Expense	244.87	155.39
Less: Tax Expense:	-	-
Current Tax & FBT	70.05	46.50
Deferred Tax	-2.44	-7.00
Short/Excess Provision of Earlier Years	-2.39	-3.84
Profit /loss for the year	179.65	119.74

2. DIVIDEND:

During the year under review, your director does not recommend any dividend on the equity

shares of the Company to conserve the funds for the companys future expansion.

3. RESERVES:

During the financial year 2025-26, the Board does not propose to transfer any amount to the

Reserves.

4. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act, Directors subscribe to the

"Directors Responsibility Statement", and confirm that: st

a) In preparation of annual accounts for the financial year ended on 31 March, 2026, the applicable accounting standards had been followed and that no material departures have been made from the same; b) The Directors had 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 or loss of the Company for that year; c) The Directors had 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;

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d) The Directors had prepared the annual accounts for the financial year ended 31 March, 2026 on going concern basis. e) The Directors had laid down the 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. LISTING ON STOCK EXCHANGES:

The equity shares of the company are listed on SME platform of NSE (NSE EMERGE).

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments have occurred between the end of financial

year and date of the report, which could affect financial position of the Company.

7. INTERNAL CONTROL SYSTEM:

Your Company is simultaneously working on the establishment of strong Internal Controls and Risk Assessment/ Management systems. These systems will enable the Company to comply with Internal Company policies, procedures, standard guidelines and local laws to help protect companys Assets and Confidential information against financial losses and unauthorized use.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture and Associate Concern and therefore, details of performance and financial position of subsidiaries, associate and joint venture companies are not provided.

9. ANNUAL RETURN:

As per provisions of Section 134(3)(a) and Section 92(3) of Companies Act, 2013 (the Act), it is hereby reported that Annual Return of the Company in Form MGT-7 for the financial year ended on March 31, 2026 is placed on the website of the Company and the same can be accessed through https://miltonindustries.in/annual-return/.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements. The member are requested to refer the notes to the financial statement for detailed information.

11. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There were no changes took place in Directorship and KMP of the Company during the year

under review.

After the closure of the financial year, Mr. Ronak Maheshwari was removed from the position of

Company Secretary and Compliance Officer of the Company w.e.f. 28th May, 2026. Also, after

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closure of financial year the Board of Directors of the Company in its meeting held on 10 August,

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2026 approved to appoint Mr. Ajay Mahipalsingh Jain as a Whole-time Director w.e.f. 13

August, 2026, subject to approval of members at the ensuing AGM.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Abhaykumar Jain (DIN: 00343757) and Mr. Saket Jain (DIN: 02200196), Directors liable to retire by rotation and are being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.

13. NO. OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Eight (8) times during the year. The details of the meeting are as

below:

Sr. No.	Date of meeting
1.	05.05.2025
2.	30.05.2025
3.	11.07.2025
4.	12.08.2025
5.	08.09.2025
6.	30.09.2025
7.	22.11.2025
8.	03.02.2026

Details of attendance

Sr. No.	Name of Director	Number of Meetings		AGM
		Held	Attended
1.	Saket Jain	8	8	Present
2.	Vijay Pal Jain	8	8	Present
3.	Neha Jain	8	3	Present
4.	Vikas Jain	8	8	Present
5.	AbhaykumarMahipal Singh Jain	8	1	Absent
6.	Ajay Mahipal Singh Jain	8	2	Present
7.	Rakesh TarachandMehtani	8	7	Present
8.	Maheshbhai Samatbhai Patel	8	1	Absent
9.	Vaibhav Ajay Jain	8	8	Absent

14. DEPOSITS:

The Company has not accepted any deposits during the period under review and there are no outstanding deposits as on March 31, 2026. There have been no matured deposits remaining unpaid at the year-end.

15. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES:

During the year under review there were no transactions, contracts or arrangements falling under the scope of Section 188 of the Companies Act, 2013 and rules framed there under. However, Company has entered into certain transactions with related parties carried out on an arms length basis which are mentioned in Form AOC-2 enclosed as Annexure-A.

16. COMPANYS POLICY ON DIRECTORS, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, dependence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. "Annexure B". The weblink for the same is https:// www.miltonindustries.in.

17. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES OF THE

BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Directors were done by the entire board of directors which includes a. Performance of the Directors; and b. Fulfillment of the Independence criteria as specified in the regulations and their independence from the Management.

18. Criteria adopted for evaluation:

The Board shall evaluate the role functions, duties of Directors of the Company. Each Director shall be evaluated by all other Directors not by the Director being evaluated. The board shall also review the manner in which Directors follow guidelines of professional conduct. Further, in a separate meeting of Directors, performance of Directors, the Board as whole and the Chairman of the Company was evaluated.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and

outgo is enclosed as Annexure-C to this Directors report.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility

initiatives as the said provisions are not applicable to the Company.

21. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board appointed Mr. Kinjal Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2025-26. The Secretarial Audit Report for the year under review is provided as "Annexure D" of this report.

The Secretarial Auditor has raised following qualifications in her Secretarial Audit Report for the

financial year 2025-26:

1. During the period under review, pursuant to Regulation 30(2) read with Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), read with the applicable provisions of Para A of Part A of Schedule III thereto, the Company was required to disclose to the Stock Exchange(s) the outcome of the Board Meeting held on 8th September, 2025, inter alia, in respect of the re-appointment of the Statutory Auditors of the Company. However, the Company failed to make the requisite disclosure to the Stock Exchange(s) within the prescribed time line. Accordingly, the Company has not complied with the aforesaid provisions of the SEBI LODR Regulations.

2. Further, pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Company was required to include, as part of the Explanatory Statement annexed to the Notice of the Annual General Meeting for the financial year 2024-25, the requisite disclosures in respect of the proposed reappointment of the Statutory Auditors of the Company, including the proposed fees payable and terms of appointment and the basis of recommendation for such re-appointment, including the details relating to and credentials of the Statutory Auditors. However, the Company did not include the requisite disclosures in the Explanatory Statement to the Notice of the said Annual General Meeting. Accordingly, the Company has not complied with the requirements of Regulation 36(5) of the SEBI LODR Regulations.

3. During the year Company was required to file Form ADT-1 for re-appointment of Statutory Auditors of the Company within 15 days of Annual General Meeting held for the financial year 2024-25 pursuant to Section 139 of the Companies Act, 2013. However, Company has not filed the said form within the prescribed period of time and to that extent Company has not complied with the aforesaid provisions of the Companies Act, 2013.

4. During the year under review, the Company was failed to comply with the requirements of Regulation 30(2) read with Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), read with the applicable provisions of Para A of Part A of Schedule III thereto, as the Company has not disclosed to the Stock Exchange(s) the outcome of the meeting of the Board of Directors, pertaining to the reappointment of the Managing Director and Whole-time Director(s) of the Company, along with the requisite details, within the prescribed timeline.

5. During the year under review, the Company was required to obtain the approval of the members of the Company by way of resolution at a General Meeting for the re-appointment of the Managing Director and Whole-time Director(s) and for payment of remuneration to them, in accordance with the provisions of Section 196(4) read with Section 197(1) and Schedule V of the Companies Act, 2013. However, the Company did not obtain the requisite approval of the members for such re-appointment and payment of remuneration. Accordingly, the Company has not complied with the aforesaid provisions of the Companies Act, 2013.

6. During the year under review, Company was required to file Form MGT-14 and Form MR-1 for reappointment of Managing Director and Whole-time Directors of the Company pursuant to Section 196 of the Companies Act, 2013 within the prescribed period of time. However, Company has not filed the said forms within the prescribed period of time and therefore to that extent Company has not complied with the aforesaid provisions of the Companies Act, 2013.

Reply: The Management has taken note of the observations made by the Secretarial Auditor in the Secretarial Audit Report in respect of the non-compliances during the year under review.The Management submits that the said instances were inadvertent and occurred due to oversight in ensuring timely compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Company has subsequently taken the necessary corrective measures and has completed the requisite compliances in this regard.

The Management has also strengthened its internal compliance monitoring and review mechanism to ensure timely adherence to the applicable statutory and regulatory requirements and to avoid recurrence of such instances in future.

22. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act), the Companies

(Audit and Auditors) Rules, 2014 and such other applicable provisions of the Act, if any, M/s. KPSJ

& ASSOCIATES (FRN: 124845W), Chartered Accountants, were re-appointed as Statutory

Auditors of the Company by the members of the Company at the 39th Annual General meeting

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held on 30 September, 2025 for the financial year 2024-25 for period of 5 consecutive years to hold office upto the conclusion of 44th Annual General Meeting to be held in the financial year 2029-30.

The Auditors Report on the financial statements of the Company for the Financial Year ended March 31, 2026, is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors Report is enclosed with the financial statements forming part of the Annual Report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN

FUTURE.

There was no material orders passed by the Regulators, Courts, and Tribunals impacting going

concern status and the Companys operations in future.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE OF THE COMPANY:

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The Audit Committee comprises of following members as on 31 March, 2026:

1. Mr. Vaibhav Jain Chairman & Non - Executive Independent Director

2. Mr. Rakesh Mehtani Member and Non - Executive Independent Director

3. Mr. Vijay Pal Jain Member and Managing Director

No. of Audit Committee meetings held during the year and attendance of the members are

mentioned below:

SR. NO. DATE ON WHICH THE AUDIT	NAME OF MEMBERS
COMMITTEE MEETINGS WERE HELD	ATTENDED THE MEETING
1. 30.05.2025	1. Mr. Vaibhav Jain
	2. Mr. Rakesh Mehtani
	3. Mr. Vijay Pal Jain
2. 08.09.2025	1. Mr. Vaibhav Jain
	2. Mr. Rakesh Mehtani
	3. Mr. Vijay Pal Jain
3. 22.11.2025	1. Mr. Vaibhav Jain
	2. Mr. Rakesh Mehtani
	3. Mr. Vijay Pal Jain
4. 03.02.2026	1. Mr. Vaibhav Jain
	2. Mr. Rakesh Mehtani
	3. Mr. Vijay Pal Jain

25. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE OF

THE COMPANY:

The Nomination and Remuneration Committee comprises of following members as on 31st

March, 2026:

1. Mr. Vaibhav Jain Chairman & Non - Executive Independent Director

2. Mr. Rakesh Mehtani Member and Non - Executive Independent Director

3. Mr. Maheshbhai Sampatbhai Patel Member and Non - Executive Independent Director

One meeting of Nomination and Remuneration Committee held during the year and attendance

of the members are mentioned below:

Sr. No. Date on which the Nomination and Remuneration Committee Meetings were held	Name of Members attended the Meeting
1 28.08.2025	1. Mr. Vaibhav Jain
.	2. Mr. Rakesh Mehtani
	3. Mr. Maheshbhai Sampatbhai Patel

26. DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE OF THE

COMPANY:

The Stakeholders Relationship Committee comprises of following members as on 31st March,

2026:

1. Mr. Vaibhav Jain Chairman & Non - Executive Independent Director

2. Mr. Rakesh Mehtani Member and Non - Executive Independent Director

3. Mr. Vijay Pal Jain Member and Managing Director

One meeting of Stakeholders Relationship Committee held during the year and attendance of

the members are mentioned below:

Sr. No. Date on which the Nomination and Remuneration Committee Meetings were held	Name of Members attended the Meeting
1. 14.07.2025	1. Mr. Vaibhav Jain
	2. Mr. Rakesh Mehtani
	3. Mr. Vijay Pal Jain

27. VIGIL MECHANISM:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at https:// www.miltonindustries.in.

28. CORPORATE GOVERNANCE REPORT:

As the provisions regarding Regulations 17 to 27 except Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company accordingly, Report on Corporate Governance is not applicable to the Company.

29. MANAGEMENNT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the

Management Discussion and Analysis Report is attached as Annexure-E.

30. RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section

31. INCREASE AND SUB DIVISION IN AUTHORISED SHARE CAPITAL:

There were no changes in Authorized Share Capital of the Company during the year.

32. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

There were no changes in the Paid-Up Share Capital of the Company during the year.

33. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB

SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the said provision is not applicable to the Company.

34. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has established an Internal Complaint Committee under the Sexual Harassment of

Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no incidences of sexual harassment reported.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No frauds have been noticed or reported during the year under audit report which are reportable to the

Central Government.

36. HUMAN RESOURCES:

The employees have played a major role in the performance of the Company over the years. They will continue to be the Companys pillars of strength in the years to come as proper training and exposure to the new products will be forthcoming. Industrial relations in the Company were amicable throughout the year under review.

37. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per "Annexure F".

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

Our Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued

by the Institute of Company Secretaries of India.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE 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 DURING THE FINANCIAL YEAR:

It is not applicable to the Company during the year under review.

41. MATERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees

receive maternity benefits as prescribed. No violations were reported during the year.

42. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.