Meenakshi (India) Ltd.-இன் இயக்குநர் அறிக்கை

Your company has been able to maintain its financial
position during the current year despite the geopolitical
tension, US tariff and its impact on global economy. The
Company achieved a turnover of ''150.75 Crores during
the year as compared to ''166.33 Crores in the previous
financial year.

Details of amounts transferred to reserves:

The Board of Directors has decided to retain the entire
amount of profit in the profit and loss account. Accordingly,
the Company has not transferred any amount to General
Reserves for the year ended March 31,2026.

Dividend:

In view of working capital requirements, your Directors do
not recommend any dividend for the financial year ended
March 31,2026.

Transfer of unclaimed dividend to Investor Education
and Protection Fund:

The Company was not required to transfer any amounts
in unpaid dividend account, application money due for
refund, matured deposits, matured debentures and the
interest accrued thereon which have remained unclaimed
or unpaid for a period of seven years to Investor Education
and Protection Fund.

Extract of Annual Return (Form MGT-7):

Pursuant to the provisions of Section 134(3)(a) read with
Section 92(3) of the Companies Act, 2013 ("the Act”) and
the applicable Rules framed thereunder, the Annual Return
of the Company in Form MGT-7 for the financial year
ended March 31, 2026, has been placed on the website of
the Company for the information of the shareholders and
other stakeholders. The same is available on the Company''s
website and can be accessed at https://www.milgroup.in/
investor-relation/.

Compliance with Secretarial Standards:

During the year under review, the Company has followed
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

Director''s Responsibility Statement:

In accordance with the provisions of section 134(5) of
the Companies Act, 2013, the Board hereby submits its
Responsibility Statement:

(a) In the preparation of the annual accounts for the year
ended 31st March, 2026, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

(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 i.e., 31st
March 2026 and of the profit and loss of the Company
for that period;

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

Number of board meetings conducted during the year
under review:

The Board met Five times during the financial year, the
details of which are given hereunder. Proper notices were
given and the proceedings were recorded and signed in the
Minutes Book as required by the Articles of Association of
the Company and the Act. The details of the attendance of
Directors have been provided in the Corporate Governance
Report which is being part of this Annual Report. The
intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

(d) The Directors had prepared the annual accounts on a
going concern basis;

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

(f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems were adequate and operating
effectively.

Explanation or comments on qualifications,
reservations or adverse remarks or disclosures made
by the Statutory Auditors:

The Statutory Auditors of the Company in their report and
notes forming part of the financial statements for the year
ended 31st March, 2026 have stated that:

Auditors Comment:

The dues of goods and services tax, provident fund,
employees'' state insurance, income-tax, sales-tax, service
tax, duty of custom, duty of excise, value added tax, cess,
and other statutory dues have not been deposited on
account of any dispute, are as follows:

Board''s Reply:

The observations made by the auditors in their report and
notes to the accounts referred to in the Auditors Report are
self-explanatory and detailed in nature and hence does not
call for further explanation from your directors.

The other observations made by the auditors in their
report and notes to the accounts referred to in the Auditors
Report are self-explanatory.

While the Company had obtained the approval of
members by way of a Special Resolution passed at the
AGM held on September 27, 2024 under Section 197 read
with Schedule V of the Companies Act, 2013 for payment
of remuneration to Directors in excess of the overall limit of
11% of net profits computed under Section 198 of the Act,
the said resolution does not, in our view, extend to or ratify
remuneration paid in excess of the quantum individually
sanctioned to Mr. Ashutosh Goenka and Mr. Shubhang
Goenka under their respective resolutions of appointment.

Accordingly, the excess remuneration of''1,21,600 paid
to each of the above Directors, aggregating ''2,43,200,

Explanation or comments on qualifications,
reservations or adverse remarks or disclosures made
by the Secretarial Auditors:

The Secretarial Auditors have made the following
observations in their report for the year ended 31st March,
2026:

a. During the period under review, we observed that the
remuneration and perquisites paid to the Managing
Director and the Wholetime Director exceeded the
quantum sanctioned under their respective terms of
appointment, as follows:

appears to be in contravention of Section 197 of the
Companies Act, 2013 and is required to be dealt with in
the manner prescribed under Section 197(9) and 197(10)
of the Act.

We further report that, subsequent to the identification
of the aforesaid excess payment, the concerned Directors
have provided refund cheques to the Company towards
the excess remuneration of ''1,21,600 each, aggregating
to ''2,43,200. Accordingly, the Company has initiated
corrective action for recovery/refund of the excess
remuneration in accordance with the applicable provisions
of the Companies Act, 2013.

b. On the basis of verification of the log report generated
from the digital database for the period under review,
it has been noted that there have been some instances
of delays in updating the database while sharing the
UPSIs.

c. The Company has not complied with Regulation
21(3C) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which requires
that the gap between two consecutive meetings of
the Risk Management Committee shall not exceed
210 days. The meetings of the Risk Management
Committee were held on March 3, 2025 and February
13, 2026, resulting in a gap of 347 days, exceeding the
prescribed limit by 137 days.

d. The Company has not complied with Regulation 31(1)
(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which requires
submission of the shareholding pattern to the Stock
Exchange within ten days of any capital restructuring
resulting in a change exceeding two percent of the
total paid-up share capital.

The Company had issued and allotted bonus
equity shares on May 26, 2025; however, the revised
shareholding pattern consequent to such allotment
was submitted to the Stock Exchange only on February
11,2026, resulting in a delay of 244 days.

e. The Company has noted non-compliance with
Regulation 29(2) and 29(3) of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011 with respect to disclosures relating to change in
shareholding exceeding the prescribed threshold.

The Company received two disclosures dated January
30, 2025 and February 8, 2025 only on May 10, 2025
and the same were subsequently submitted to the
Stock Exchange on May 10, 2025. Accordingly, the
disclosures were received and submitted with delays
of 100 days and 91 days respectively from the date of
the disclosures.

f. As informed by the management, the Calcutta Stock
Exchange has admitted that the website of CSE had
certain technical issues and accordingly, was reflecting
the system generated penalties in respect of various
non-compliances made during the financial year

2019-20 to 2024-25, even in those cases where the
non-compliances was due to the technical glitches in
the CSE portal. The aggregate amount of penalties as
appearing in the CSE website is Rs.2267960/-

Board''s Reply to the above observation:

a. The Company acknowledges that, due to an inadvertent
error, remuneration exceeding the approved limit by
''1,21,600/- was paid to Mr. Ashutosh Goenka and
Mr. Shubhang Goenka; upon detection during audit,
the excess amount was promptly recovered from the
respective directors in compliance with Section 197(9)
of the Companies Act, 2013, vide cheques dated
26.05.2026, and the matter stands regularised.

b. The delay in updating the digital database while
sharing UPSIs was due to technical issues at the
software end. However, the Company maintains
proper records of the same and has ensured that the
underlying documentation and reporting trail are duly
preserved.

c. The Company notes that the Risk Management
Committee has been voluntarily constituted and is
not mandatory under Regulation 21 of the SEBI (LODR)
Regulations, 2015, as the Company does not fall within
the top 1,000 listed entities by market capitalization.
The gap of 347 days between the meetings was
inadvertent, and the Company shall ensure adherence
to the 210-day maximum gap prescribed under
Regulation 21 (3C) in all future meetings of the
Committee.

d. The Company acknowledges that the shareholding
pattern pursuant to capital restructuring was not filed
with the Calcutta Stock Exchange (CSE) within the
timeline prescribed under Regulation 31(1)(c) of the
SEBI (LODR) Regulations, 2015; however, the delay
was attributable to the fact that, at the relevant time,
the CSE portal did not have the requisite module/
functionality enabled for filings under Regulation
31(1)(c), as the exchange''s online system was not fully
operational with respect to all SEBI LODR compliance
requirements, and accordingly the Company
completed the compliance internally and shall
ensure timely filing on the exchange portal once the
functionality is fully activated.

e. The Company clarifies that the disclosures under
Regulation 29(2) and 29(3) of the SEBI (SAST)
Regulations, 2011 were received by the Company
with delay from the respective acquirers on 10th May
2025, and the Company, upon receipt of the same on
10th May 2025, filed the disclosures with the Stock
Exchange on the very same day, thereby complying
with its obligation under Regulation 29(6) of the SEBI
(SAST) Regulations, 2011 read with Regulation 30 of
the SEBI (LODR) Regulations, 2015, which mandates
disclosure by the listed entity within two working days
of receipt or becoming aware of such information;
accordingly, the Company is not in default as the
delay in intimation was attributable to the promoters/
acquirers and not to the Company.

f. The penalties reflected on the Calcutta Stock Exchange
portal are attributable to technical issues in the CSE
system, and not to any delay or default on the part of
the Company. The Company uploaded all the requisite
documents pertaining to the said period within the
prescribed timelines. The Company has requested CSE
over mail for removing the said penalty.

Reporting of fraud by the Auditors:

During FY 2025-26, Statutory Auditors and Secretarial
Auditors of the Company have not reported any instances
of fraud committed against the Company by its officers or
employees to the Audit Committee under Section 143(12)
of the Companies Act, 2013. Therefore, the Company is not
required to make any disclosures under Section 134(3)(ca)
of the Companies Act, 2013.

Particulars of loans, guarantees or investments made
under section 186 of the Companies Act, 2013:

The Company has continued the loans, advances and
investments made in bodies corporate and other persons
during the financial year. Your Directors would like to draw
your attention to the notes to the financial statements
which sets out the details of loans and investments made.

Particulars of contracts or arrangements made with
related parties:

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were
in the ordinary course of business and on arm''s length basis.
Related Party Transactions which were not in the ordinary
course of business entered either at arm''s length basis or
not at arm''s length basis were duly approved by the Audit
Committee and the Board of Directors in compliance with
the provisions of section 188 of the Companies Act 2013.
The Company presents a statement of all related party
transactions before the Board of Directors of the Company
for their approval. During the financial year, the Company
has entered into transactions with related parties. Your
Directors would like to draw your attention to the notes
to the financial statements which sets out related party
disclosures. A statement in Form AOC-2 pursuant to the
provisions of clause (h) of sub-section (3) of section 134 of
the Act read with sub-rule (2) of rule 8 of the Companies
(Accounts) Rules, 2014 is furnished in Annexure-2 and is
attached to this report.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board may be accessed on the Company''s website at
https://www.milgroup.in/wp-content/uploads/2026/03/
Policy-on-Related-Party-transaction.pdf

Details of change in nature of business, if any:

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

Changes in the Composition of the Board

In accordance with the provisions of Section 152 of
the Companies Act, 2013 read with the companies
(Appointment and Qualification of Directors) Rules, 2015
and the Articles of Association ofthe Company, Mr. Ashutosh
Goenka, (DIN: 00181026) Managing Director, is liable to
retire by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. The
board recommends the re-appointment.

As on the date of this report, your Company''s Board
comprised of 5 (Five) Directors, with 3 (Three) Non¬
Executive Directors, out of which all 3 (three) are
Independent Directors.

During the Financial Year 2025-26, the following changes
in the board composition took place:

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI (DIN:
03636599) and Smt. KALPANA MAHESHWARI (DIN:
06559194) were appointed as the Non-executive
Independent Directors of the Company not liable to retire
by rotation for a term of 5 consecutive years commencing
from 7th April, 2025 by the members through their Postal
Ballot resolution ending dated 7th April, 2025 during the
financial year.

Shri RAJESH BHANDARI (DIN: 09752720) and Smt. GEETA
THAKUR (DIN: 07112935) resigned as the Non-executive
Independent Directors of the Company from the Board
with effect from 6th May 2025, during the financial year.
The Board placed on record their appreciation for the
active guidance and valuable services rendered by them
during their tenure as Directors of the Company.

Evaluation of the board''s performance:

In compliance with the Companies Act, 2013 and
regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the performance
evaluation of the Board, its Committees and individual
Directors was carried out during the year under review.
Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its
meeting carried out a separate exercise for evaluating every
Directors performance. The evaluation of Independent
Directors was carried out without the presence of that
Director. A separate meeting of the Independent Directors
was convened which reviewed the performance of the
Board (as a whole), the non-independent directors and the
Chairman. The said meeting was held on 13.02.2026 during
the financial year.

Some of the key criteria''s for performance evaluation were
as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and
functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the
Management;

6. Establishment and delineation of responsibilities to
committees.

Performance evaluation of Directors:

1. Provide meaningful and constructive contribution and
inputs in meetings;

2. Display a good degree of understanding of the
company, industry, sector, geography;

3. Display independence of judgment.

Familiarization programme for Independent directors:

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the
field of corporate management, finance, capital market,
economic and business information.

The Company has issued appointment letter to the
Independent Directors setting out in detail, the terms
of appointment, duties, roles & responsibilities and
expectations from the appointed Director. The Board of
Directors has complete access to the information within
the Company. Presentations are regularly made to the
Board of Directors / Audit Committee / Nomination &
Remuneration Committee / Stakeholders Relationship
Committee on various related matters, where Directors
have interactive sessions with the Management.

During the financial year 2025-26, the Company has
conducted a familiarization programme on 13th February
2026. Discussions were held on topics such as:

- Roles, rights, responsibilities of the Director and
Statutory compliances required to be made by the
Company and the Directors as a part of the Board;

- Business model of the Company;

- Industry overview and organizational structure of
the Company, operations and product overview

& statutory changes in the law and its effect on the
industry;

- Major and bulk raw material price trend;

- Strategies and growth plans of the Company;

- Business Structure and Overview, Corporate Strategy;

- Competition update;

- Strategic risks and mitigation;

- Corporate Governance;

- Overview of Sales & Marketing strategies;

- Strategies and growth plans of the Company;

- Cost control mechanism; and

- Awareness with respect to roles and responsibilities as
specified in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Subsidiary, Associate and Joint ventures:

During the financial year, the company did not have any
subsidiary, associate company and any joint venture
pursuant to the provisions of the Companies Act, 2013.
Therefore, your Directors have not made any disclosures in
Form AOC-1 for the year under review.

Remuneration Policy of the Company

In terms of the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of SEBI (LODR)
Regulations, 2015, a policy relating to remuneration of the
Directors, Key Managerial Personnel and other employees
has been adopted by the Board of Directors thereby
analyzing the criteria for determining qualifications,
positive attributes and independence of a Director. The
said policy duly amended and approved by the Board is
available on the website of the Company at https://www.
milgroup.in/wp-content/uploads/2026/03/Nomination-
and-Remuneration-Policy.pdf.

Specific EventsDirect Listing on BSE

During the year, the Company successfully achieved a
significant milestone by securing listing of its 1,12,50,000
equity shares of ''10 each on BSE Limited; the Company
received in-principle approval on 24.04.2026 and final
listing and trading approval on 21.07.2026, with trading
commencing with effect from 22.07.2026, thereby

enhancing the Company''s visibility, strengthening
corporate governance, and creating long-term value for its
stakeholders.

Status of the Company:

The Company, Meenakshi India Limited, continues to be an
associate company of M/s. Bajrang Investment Company
Private Limited and M/s. Bharat Industrial Development
Company Private Limited.

Internal financial controls:

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of business,
including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures. The Company has in place adequate
internal financial controls with reference to financial
statements. During the year under review, such controls
were tested and no reportable material weaknesses in the
design or operation were observed.

Material orders passed by regulatory authorities:

There are no significant and material orders passed by the
regulators or courts or tribunals during the year, impacting
the going concern status and Company''s operations in
future.

Risk management policy:

Risks are events, situations or circumstances which
may lead to negative consequences on the Company''s
businesses. Risk Management is a structured approach to
manage uncertainty. Risk Management is the process of
identification, assessment and prioritization ofrisks followed
by coordinated efforts to minimize, monitor and mitigate
the probability and/or impact of unfortunate events or
to maximize the realization of opportunities. Although
the Company does not have a formal risk management
policy but a formal enterprise-wide approach to Risk
Management is being adopted by the Company and key
risks will now be managed within a unitary framework. The
Company has laid down a Comprehensive Risk assessment

Maintenance of cost records:

The Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013. However, the
Company even though having turnover exceeding Rs. 100
Crores during the immediately preceding financial year is
not required to get its cost records audited by virtue of
exemption granted under rule 4(3)(1) of the Companies
(Cost Records and Audit) Rules, 2014. As per the said rule
4(3)(1) of the Companies (Cost Records and Audit) Rules,
2014, the requirement for cost audit under these rules
shall not apply to a company which is covered in rule 3,
and-(i) whose revenue from exports, in foreign exchange,
exceeds seventy five percent of its total revenue. The
Company''s export turnover during the immediately
preceding financial year was approximately 84.78% of its
total turnover and 88.98% of its total revenue.

Deposits:

In terms of sub-section (3) of section 134 of the Companies
Act, 2013 and the rules framed thereunder, the particulars
relating to deposits is given below:
and minimization procedure which is reviewed by the
Board from time to time. These procedures are reviewed to
ensure that executive management controls risks through
means of a properly defined framework. Key business risks
and their mitigation are also considered in the annual /
strategic business plans and in periodic management
reviews. The Policy is hosted on the Company''s website at
https://www.milgroup.in/wp-content/uploads/2026/03/
Risk-Management-Policy.pdf

Details of revision of financial statements:

There was no revision of the financial statements of the
Company during the financial year.

Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any
application or proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during
the financial year.

One-time settlement with the banks or financial
institutions:

The Company has not entered into any one-time settlement
with the Banks or financial institutions. Accordingly, the
reporting on 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 does
not arise.

Shares and share capital:a. Capital structure:

The company, in its meeting through postal ballot
dated 7th April 2025 got approval from members
via ordinary resolution for Increase in Authorized
Capital of the company from Rs. 5,00,00,000/-
divided into 50,00,000 equity shares of Rs. 10/- each
to Rs. 15,00,00,000/- divided into 1,50,00,000 equity
shares of Rs. 10/- each. As on 31st March, 2026, the
Authorised Capital is Rs. 15,00,00,000/- divided into
1,50,00,000 equity shares of Rs. 10/- each

The company has issued 75,00,000 fully paid-up
bonus equity shares of Rs. 10/- each as approved in
the Board Meeting of the company dated 26th day
of May, 2025. The post-issue paid-up capital has
been increased from Rs. 3,75,00,000/- (Three Crores
and Seventy-Five Lakhs Only) divided into 37,50,000
(Thirty-Seven Lakhs and Fifty Thousand) Equity Shares
of Rs. 10/- each to Rs. 11,25,00,000/- (Eleven Crores and
Twenty-Five Lakhs only) divided into 1,12,50,000 (One
Crore Twelve Lakhs and Fifty Thousand) Equity Shares
of Rs. 10/- each. As on 31st March, 2026, the Paid-up
Share Capital was Rs. Rs. 11,25,00,000/- comprising of
1,12,50,000 Equity Shares of Rs.10/- each.

b. Buy-back of shares:

The Company has not bought back any of its securities
during the financial year.

c. Sweat equity:

The Company has not issued any Sweat Equity Shares
during the financial year.

d. Bonus shares:

The company in its Board Meeting dated 26th day
of May, 2025 issued 75,00,000 bonus equity shares in
the proportion of 2:1 [for every 1 (one) existing fully
paid-up equity the members shall receive 2 (two) new
fully paid-up equity shares] to the members of the

company as per the register of members on the date
of the Record Date i.e., 23rd day of May 2025.

e. Employees stock option plan:

The Company has not provided any Stock Option
Scheme to the employees during the financial year.

Statutory auditors:

M/s. CHATURVEDI & CO LLP (FRN: 302137E/E300286),
Chartered Accountants, Chennai were appointed for a
period of 5 (five) consecutive years from the conclusion
of the 41st Annual General Meeting held in the calendar
year 2023 till the conclusion of the 46th Annual General
Meeting to be held in the calendar year 2028, as required
under Section 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014.

Secretarial auditors:Appointment of Secretarial auditors

M/s MUNDHARA & CO. (ICSI Unique Code: S1988TN005000),
Company Secretaries, Chennai was approached for an
appointment as the secretarial auditor of the company for
a period of 5 years from the conclusion of the 43rd Annual
General Meeting held in the calendar year 2025 till the
conclusion of the 48th Annual General Meeting to be held
in the calendar year 2030 pursuant to recent amendment
in the Regulation 24A of SEBI (LODR) Regulations 2015.

Secretarial Audit Report

In accordance with the provisions of section 204 of the
Companies Act, 2013, the Board has appointed M/s.
MUNDHARA & CO, Company Secretaries in Whole-time
Practice, Chennai as the Secretarial Auditors for the financial
year 2025-26. The report of the Secretarial Auditors for the
year 2025-26 is annexed to this report as Annexure - 7.

Internal Auditors:

The Company follows a robust Internal Audit process, with
audits conducted regularly throughout the year according
to the agreed audit plan. For the FY 2025-26, M/s. A.K.
LUNAWATH & ASSOCIATES (FRN: 010725S), Chartered
Accountants, Chennai were appointed as Internal
Auditors to conduct the Internal Audit of key functions
and assess Internal Financial Controls etc., among other
responsibilities.

Disclosure under the sexual harassment of women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Your Company has requisite policy for the Prevention of

Sexual Harassment, which is available on the Company''s
website at https://www.milgroup.in/wp-content/
uploads/2026/03/PQSH-Policy.pdfi This comprehensive
policy ensures gender equality and the right to work
with dignity for all employees (permanent, contractual,
temporary, and trainees).

The Company has adequate measures including checks
and corrections in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Committee (IC)
has been set up to redress complaints received regarding
sexual harassment.

The following is a summary of sexual harassment
complaints received and disposed off during the financial
year:

- No. of Complaints received : NIL

- No. of Complaints disposed off: NIL

- No. of cases pending for more than 90 days
: NIL

- No. of workshops / awareness programmes carried
out : ONE

- Nature of action taken by the employer / DO
: Not Applicable

Vigil Mechanism:

The Company adopted a Whistleblower Policy as part
of its vigil mechanism. The Policy ensures that strict
confidentiality is maintained while dealing with concerns
raised and that no discrimination will be meted out to
any person for a genuinely raised concern about any
unethical and improper practices, fraud, or violation of the
Company''s Code of Conduct. The Policy, which covers all
employees, Directors, and other people associated with the
Company, is hosted on the Company''s website at https://
www.milgroup.in/wp-content/uploads/2026/03/Whistle-
Blower-policy.pdf. A brief note on the Vigil Mechanism/
Whistle Blower Policy is also provided in the Report on
Corporate Governance, which forms part of this Annual
Report.

Corporate governance:

The Company has complied with all the mandatory
requirements of Corporate Governance specified by the
Securities and Exchange Board of India through Part C of

Schedule V of Listing Regulations. As required by the said
Clause, a separate report on Corporate Governance forms
part of the Annual Report of the Company as Annexure
- 4.

Certificate from Managing Director for compliance
with code of conduct:

A certificate has been obtained from Shri. ASHUTQSH
GQENKA (DIN: 00181026), Chairman and Managing
Director of the Company certifying that the Company has
duly complied with requirements relating to the code of
conduct as laid down in the Listing Agreement entered
with the Stock Exchange and SEBI (Listing Qbligations
and Disclosure Requirements) Regulations, 2015 which is
enclosed and is forming part of this Report and is annexed
as Annexure - 5 to this report.

Certificate from Managing Director and Chief Financial
Officer:

A certificate has been obtained from Shri. ASHUTQSH
GQENKA (DIN: 00181026), Chairman and Managing
Director and Shri. VIVEK BAHETY (PAN: ALAPB5202A), Chief
Financial Qfficer as required under regulation 34(3) of the
SEBI (Listing Qbligations and Disclosure Requirements)
Regulations, 2015 on Corporate Governance which is
enclosed and is forming part of this Report and is annexed
as Annexure - 6 to this report.

Certificate on compliance with the conditions of
corporate governance under the Listing Agreement
and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015:

A certificate from M/s. CHATURVEDI & CQ LLP, Practicing
Chartered Accountants regarding compliance with the
conditions of Corporate Governance pursuant to Part E
of Schedule V of SEBI Listing Regulations is Annexed to
the Corporate Governance Report is forming part of this
annual report as Annexure - 8.

Listing at stock exchange:

The Company has paid the listing fees for the financial year
2025-26.

Management''s discussion and analysis:

The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.

Committees of board of directors:

The Company has established the following committees as

part of best corporate governance practices in compliance

with the relevant provisions of applicable laws and statutes:

i. Audit Committee:

The Audit Committee met Five times during FY 2025¬
26: May 06, 2025, May 26, 2025, August 13, 2025,
November 10, 2025 and February 13, 2026. As of
March 31, 2026, the Committee comprised of Shri.
ASHUTOSH GOENKA (DIN: 00181026), Shri. HEMAL K
SHAH (DIN: 08372624), Smt. KALPANA MAHESHWARI
(DIN: 06559194) and Shri. V. K. JEYAKODI (DIN:
03636599) as Members. The board accepted all
recommendations made by the Audit Committee.

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI
(DIN: 03636599) and Smt. KALPANA MAHESHWARI
(DIN: 06559194) were appointed as members of the
Committee by the Board with effect from 7 April
2025. Simultaneously, Shri RAJESH BHANDARI (DIN:
09752720) and Smt. GEETA THAKUR (DIN: 07112935)
resigned from the Committee. The Committee placed
on record its appreciation for the active guidance
and valuable services rendered by them during their
tenure as Members of the Committee.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met
two times during FY 2025-26: May 06, 2025, and
February 13, 2026. As ofMarch 31,2026, the Committee
comprised of Smt. KALPANA MAHESHWARI (DIN:
06559194), Shri. HEMAL K SHAH (DIN: 08372624) and
Shri. V. K. JEYAKODI (DIN: 03636599) as Members. All
recommendations made by the Nomination and
Remuneration Committee were accepted by the
Board.

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI
(DIN: 03636599) and Smt. KALPANA MAHESHWARI
(DIN: 06559194) were appointed as members of the
Committee by the Board with effect from 7 April
2025. Simultaneously, Shri RAJESH BHANDARI (DIN:
09752720) and Smt. GEETA THAKUR (DIN: 07112935)
resigned from the Committee. The Committee placed
on record its appreciation for the active guidance
and valuable services rendered by them during their
tenure as Members of the Committee.

Nomination and Remuneration Policy:

In accordance with the provisions of Section 134(3)
(e) and 178 of the Companies Act, 2013, the Board of
Directors has approved a policy on the appointment
and remuneration of Directors. This policy includes
terms of appointment, criteria for determining
qualifications, performance evaluation of Directors,
and other related matters. A copy of the policy
is available on the Company''s website at https://
www.milgroup.in/wp-content/uploads/2026/03/
Nomination-and-Remuneration-Policy.pdf.

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met Eight
times during FY 2025-26: May 06, 2025, May 26, 2025,
July 01, 2025, August 13, 2025, October 18, 2025,
December 29, 2025, January 28, 2026 and March 09,
2026. As of March 31,2026, the Committee comprised
of Shri. ASHUTOSH GOENKA (DIN: 00181026),
Shri. HEMAL K SHAH (DIN: 08372624), and Shri.
SHUBHANG GOENKA (DIN: 06980306) as Members.
All recommendations made by the Stakeholders
Relationship Committee were accepted by the Board.

Shri SHUBHANG GOENKA (DIN: 06980306) was
appointed as member of the Committee by the
Board with effect from 7 April 2025. Simultaneously,
Shri RAJESH BHANDARI (DIN: 09752720) and Smt.
GEETA THAKUR (DIN: 07112935) resigned from the
Committee. The Committee placed on record its
appreciation for the active guidance and valuable
services rendered by them during their tenure as
Members of the Committee.

iv. Risk Management Committee:

The Risk Management Committee met Two time
during FY 2025-26: February 13, 2026 and March 09,
2026. As of March 31,2026, the Committee comprised
of Shri. ASHUTOSH GOENKA (DIN: 00181026),
Shri. HEMAL K SHAH (DIN: 08372624), and Shri.
SHUBHANG GOENKA (DIN: 06980306) as Members.
All recommendations made by the Risk Management
Committee were accepted by the Board.

Shri SHUBHANG GOENKA (DIN: 06980306) was
appointed as member of the Committee by the
Board with effect from 7 April 2025. Simultaneously,
Shri RAJESH BHANDARI (DIN: 09752720) and Smt.

GEETA THAKUR (DIN: 07112935) resigned from the
Committee. The Committee placed on record its
appreciation for the active guidance and valuable
services rendered by them during their tenure as
Members of the Committee.

v. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee
met two times during FY 2025-26: May 06, 2025
and February 13, 2026. As of March 31, 2026, the
Committee comprised of Shri. ASHUTOSH GOENKA
(DIN: 00181026) as Chairman, Shri. SHUBHANG
GOENKA (DIN: 06980306) and Shri. HEMAL K SHAH
(DIN: 08372624) as Members. The board accepted
all recommendations made by the Corporate Social
Responsibility Committee.

Corporate social responsibility:

As a part of its initiative under "Corporate Social
Responsibility” drive, the Company has undertaken
projects through various charitable trusts engaged in
philanthropic activities in the field of education and
healthcare, while also pursuing various other CSR
activities for the benefit of the community in and
around its local areas of operations.

The Company has constituted a CSR Committee
in accordance with section 135 of the Companies
Act, 2013. The CSR Committee has formulated and
recommended to the Board, a CSR Policy indicating
the activities to be undertaken by the Company
which has been approved by the Board.

The Annual Report on CSR Activities is annexed
herewith and marked as Annexure-1.

The CSR committee of the Company comprises of Shri.
ASHUTOSH GOENKA as Chairman, Shri. SHUBHANG
GOENKA and Shri HEMAL K SHAH as the members.

vi. Independent Directors:

As of March 31,2026, the Board of Directors comprised
of three independent directors, namely, Shri. HEMAL
K SHAH (DIN: 08372624), Shri. VIRUSANGULAAM
KUMARASAMY JEYAKODI (DIN: 03636599) and Smt.
KALPANA MAHESHWARI (DIN: 06559194).

Shri VIRUSANGULAAM KUMARASAMY JEYAKODI
(DIN: 03636599) and Smt. KALPANA MAHESHWARI
(DIN: 06559194) were appointed as Independent
Directors by the Board with effect from 7 April
2025. Simultaneously, Shri RAJESH BHANDARI (DIN:

09752720) and Smt. GEETA THAKUR (DIN: 07112935)
resigned from the Board. The Board placed on record
its appreciation for the active guidance and valuable
services rendered by them during their tenure as
Members of the Committee.

The Independent Directors meeting was held
on February 13, 2026 without the attendance of
Non-Independent Directors and members of the
management of the Company. The Independent
Directors, inter alia, evaluated the performance of the
Non-Independent Directors, the Chairperson of the
Company and the Board of Directors as a whole for
the financial year ended March 31, 2026. They also
assessed the quality, content and timeliness of flow
of information between the Management and the
Board that is necessary for the Board to effectively
and reasonably perform their duties. The Corporate
Governance Report, which forms part of this Annual
Report, provides a detailed note on these committees.

Statement of Declaration by independent
directors:

In accordance with Section 149(6) of the Companies
Act, 2013, and Regulation 25 of the Listing
Regulations, Shri. HEMAL K SHAH (DIN: 08372624),
Shri. V. K. JEYAKODI (DIN: 03636599) and Smt. KALPANA
MAHESHWARI (DIN: 06559194) were appointed as
Independent Directors of the Company.

All Independent Directors have given declaration that
they meet the criteria of independence with relevant
integrity, expertise, experience and proficiency as
provided under Section 149, read with Schedule IV
of the Act and Regulation 16 and 17 of the Listing
Regulations and have also given declaration for
compliance of inclusion of name in the data bank,
being maintained with ''Indian Institute of Corporate
Affairs'' as provided under Companies Act, 2013 read
with applicable rules made thereunder.

In the opinion ofthe Board ofDirectors of the Company,
the independent directors have the required integrity,
expertise and experience (including the proficiency)
to continue as independent directors.

Employee remuneration:

The ratio of the remuneration of each director to the median
employee''s remuneration and other details in terms of
sub-section 12 of section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are

forming part of this report and are annexed as Annexure-3
to this report.

Acknowledgements:

Your Directors wish to acknowledge all their stakeholders
and are grateful for the excellent support received from the

shareholders, bankers, financial institutions, government
authorities, esteemed clients, customers and other business
associates. Your Directors recognize and appreciate the
hard work and efforts put in by all the employees of the
Company and their contribution to the growth of the
Company in a very challenging environment.

For and on behalf of the Board,

(ASHUTOSH GOENKA) (SHUBHANG GOENKA)

Place: Chennai Chairman & Managing Director Whole-time Director

Date : 05.08.2026 DIN: 00181026 DIN: 06980306

New No. 23, Old No. 9A, New No. 23, Old No. 9A,

Venus Colony, 2^nd Cross Street, Alwarpet, Venus Colony, 2^nd Cross Street, Alwarpet,
Chennai - 600 018. Chennai - 600 018.