Your Directors have pleasure in presenting their 38^th Annual Report together with Audited Statement

2024

FINANCIAL RESULTS: (Rs in Lakhs)

FUTURE OUTLOOK:

Milton industries is very proud to inform that we have developed and delivered fully furnished coach for Indian railway. Now we are furnishing and developing many coaches for Indian Railways. Our products are used in almost all passenger train including flagship trains like Vande Bharat. The Company has successfully furnished coaches for RCF Kapurthala. Also company have refurbished old coaches in Sonipath. Company plans to expand further in the field of furnishing railway coaches. Further planning to setup infrastructure for making in house side wall panels for coaches. Further we plan to make train chair car seats for high speed railways in India to be made of aluminium casting . The company is ahead in negotiation for machine for the said purpose. Our purpose is to invest responsibly in infrastructure delivering long tern sustainable returns to shareholders and having a positive impact on our portfolio Co. and their stakeholders. The Company's outlook remains favourable on account of its product integration capabilities growing brand popularity and the continuous support from its shareholders, employee's, creditors, lenders, distributors, dealers and consumers. The Company's vision is to be a one- stop solution for all decorative surface products (in its field of operation). The Company's pan-India distribution network ensures easy availability of products in almost every part of India. We remain confident in our business model. We have strong liquidity to take advantage of market situation. As economies start to recover, we will also make favorable shifts according to market scenario.

DIVIDEND:

The board of directors has decided to plough back the profit to meet with capital expenditure and to meet with working capital requirement; therefore, your Directors do not recommend any dividend for the year under review.

BONUS:

The board of directors has decided to plough back the profit to meet with capital expenditure and to meet with working capital requirement; therefore, your Directors do not recommend any Bonus for the year under review.

RESERVES:

The company did not transfer any amount to General Reserves for Bonus and Dividend

2023-24.

PERFORMANCE:

Your Directors inform you that, during the year under review, the Company have Gross Sales of Rs. 8905.93 Lacks as against Rs. 6095.38 Lacks in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs. 286.91 Lacks as against the net profit after tax of Rs. 318.77 Lacks in the previous year. Your Directors are hopeful to achieve better financial performance in the coming years.

DEPOSITS:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF EMPLOYEES IN TERMS OF 197 OF THE COMPANIES ACT, 2013:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as ‘Annexure A’. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 38^th Annual General Meeting and up to the date of Annual General Meeting during business hours on working days.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board shall carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

INDUSTRIAL RELATION:

Employee’s relations have remained cordial throughout the year. Your Directors place on record their appreciation for significant contribution made by the employees through their Competence, hard work, sustained efforts, Co-operation and support.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements. During the year no reportable material weakness in the design or operation were observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 2014, relating Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo in is given in “Annexure-B” forming part of this report.

COMMITTEES OF THE BOARD:

The Company has formed various Committees as required under the provisions of Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details of the committee are provided herein below:

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

A. Audit Committee:

B. Nomination and Remuneration Committees:

C. Stakeholders Relationship Committee:

VIGIL MACHANISM/ WHISTLE BLOWER:

During the year under review, the Company has established Vigil Mechanism. Accordingly, the Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. The policy for vigil mechanism is available on the website of the company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The company does not have any subsidiary, Joint venture and Associate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the company has in the ordinary course of its business and complying with the provisions of section 186 of the companies Act, 2013 entered into transaction relating to giving of loan or Guarantee. The members are requested to refer the notes to the financial statement which are forms die part of the Annual Report for detailed information.

RELATED PARTY TRANSACTIONS:

There was no Contract or Arrangement made with Related Parties pursuant to section 188 of the companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR (MARCH 31, 2024) AND THE DATE OF THE REPORT:

Company have initiated arbitration against MCF for outstanding amount, against which arbitration award has been given in favor of the company. Company has further initiated legal proceeding against long outstanding Debtors.

The company had file litigation (for short term loans and advances), had received remaining principal payment for the said loans and advances and interest thereon, as a matter of prudence, has not been provided in the books of Accounts. Company has filed litigation for short term Loans and Advances with a view to increase cash flow of company to fulfill future orders and matter is presently under abeyance.

The Company has initiated legal proceeding against ACME INDIA ("Debtors") for recovery of dues and such legal proceeding is pending at MSME Tribunal and are expected to materialize in recovering the dues in future. In the opinion of the management, adequate balance is lying in General reserve / Retained earnings to meet the eventuality of the account being irrecoverable. Base on the facts of the case, in our lawyer's opinion, there is a good chance of succeeding before the MSME Tribunal.

DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013:

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 is not applicable to the company as company is not matching with the criteria specified in the said section.

RISK MANAGEMENT POLICY:

The Company has a robust Risk Management policy. The Company through a Steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

NUMBER OF BOARD MEETINGS:

The details of the number of meetings of the Board held during the financial year 2023-24forms part of the Corporate Governance Report.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as on March 31^st, 2024 is attached as “Annexure-C” to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Ajay Mahipal Singh Jain (DIN: 01287154) Mrs. Neha Jain (DIN: 02200042), retire by rotation and is being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

DIRECTOR RESPONSIBILITY STATEMENT:

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: -

a) That in the preparation of the annual accounts for the year ended March 31^st, 2024 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That 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 of the Company for the year ended March 31^st, 2024.

c) That 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.

d) That the directors had prepared the annual accounts on a “going concern” basis.

e) That 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.

MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing

Regulations’), Management Discussion and Analysis forms an integral part of the Directors’

Report, is given in ‘Annexure-D’

SECRETARIAL AUDIT REPORT:

Audit Report is annexed to this Report as 'Annexure- E'. There is Disclaimer annexed in the Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Himanshu Maheshwari, Company Secretaries, to undertake the Secretarial Audit functions of the Company. The Secretarial report in Point No. 4 sub (d)which are self- explanatory and therefore do not require any further explanations.

AUDITORS REPORT:

M/s. KPSJ & Associates, LLP, CharteredAccountants, (FirmReg.No. 124845W) appointed as the statutory auditors of your Company, hold office until the conclusion of the Annual General Meeting to be held in the year 2025. A certificate from M/s. KPSJ & Associates, LLP, and Chartered Accountant has been received to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. The Report of the Auditors read with the notes to accounts as annexed are self-explanatory and therefore do not require any further explanations.

ACKNOWLEDGEMENT:

Your Board wishes to place on record its deep appreciation of Directors of your company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your company take right decisions in achieving its business goals. Your Board acknowledges with thanks the support given by Government Authorities suppliers, Bankers, customers, Shareholders and Employees of the Company at all levels and looks forward for their continued support.

Date: 06.09.2024 For and on behalf of the Board of Directors,

Place: Ahmedabad. M/S. MILTON INDUSTRIES LIMITED.

C H AIRMAN