Milton Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting their 39^th Annual Report together with Audited Statement

2025.

FINANCIAL RESULTS: (R_s in Lakhs'')

PARTICULARS	2024-25	2023-24
Gross Sales	4417.44	8905.93
Net Sales	4417.44	8905.93
Profit before Interest, Depreciation & Tax	441.34	726.16
Interest and Financial Charges	169.26	188.23
Depreciation	116.68	108.64
Profit Before Tax	155.39	429.29
Less: Provision for Taxation:
Current Tax & FBT	46.50	111.46
Deferred Tax	-7.00	-0.94
Short/Excess Provisions of Earlier Years	-3.84
Mat Credit
Net Profit after Tax carried to Balance-sheet	119.74	318.77

FUTURE OUTLOOK:

Milton Industries is proud to share that we have successfully developed and delivered fully
furnished coaches to the Indian Railways.

The financial year has been particularly challenging due to several external factors, including the
General Elections, during which many railway coach orders were halted as fund allocations to
various ministries were delayed.

Despite these challenges, we are actively executing multiple furnishing projects, including:

• Coaches for Modern Coach Factory

• Coaches for RCNK Sonipat

• Coaches for NF Railway Workshop, Dibrugarh

• Upgradation of toilets in LHB Coaches, Assam

• Furnishing of Campaign Coaches in Bhavnagar

Looking ahead, we are committed to expanding our product offerings for the Indian Railways. To
achieve this, we are strategically sourcing from approved vendors for a wider range of components,
which will also strengthen the company''s liquidity management.

Milton Industries continues to strive towards excellence and contribute meaningfully to the growth
and modernization of the Indian Railways.

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

2024-25.

PERFORMANCE:

Your Directors inform you that, during the year under review, the Company have Gross Sales of
Rs. 4417.44 Lacks as against Rs. 8905.93 Lacks in the previous year. During the year under
review the Company has earnednetprofit aftertax amounting to Rs. 119.74 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 39^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:

Name of the Director	Status in Committee	Designation
Mr. Vaibhav Jain	Chairman	Non-Executive-independent director
Mr. Rakesh Mehtani	Member	Non-Executive-independent director
Mr. Vijay Pal Jain	Member	Managing Director

B. Nomination and Remuneration Committees:

Name of the Director	Status in Committee	Designation
Mr. Vaibhav Jain	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vijay Pal Jain	Member	Non-Executive-Independent Director

C. Stakeholders Relationship Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Vaibhav Jain	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vijay Pal Jain	Member	Managing Director

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, 2025) AND THE DATE OF THE REPORT:

The Company had initiated arbitration proceedings against Modern Coach Factory (MCF)
for recovery of outstanding dues. We are pleased to inform that the arbitration award has
been pronounced in favor of the Company, thereby validating our rightful claim.

The Company had initiated legal proceedings against ACME India ("the Debtor") before the
MSME Tribunal for recovery of outstanding dues. We are pleased to report that the Tribunal has
pronounced its decision in favour of the Company, and the award amount has since been duly
received. This favourable outcome has further strengthened the Company''s liquidity position and
validates the steps taken by the management to safeguard the Company''s financial interests.

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 2024-25forms
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, 2025 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. Vijay Pal Jain (DIN: 00343712) Mr. Vikas Jain
(DIN: 00301277), 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, 2025 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, 2025.

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: 08.09.2025 For and on behalf of the Board of Directors,

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

C H AIRMAN

---

Mar 31, 2024

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

2024

FINANCIAL RESULTS: (Rs in Lakhs)

PARTICULARS	2023-24	2022-23
Gross Sales	8905.93	6095.38
Net Sales	8905.93	6095.38
Profit before Interest, Depreciation & Tax	726.16	611.55
Interest and Financial Charges	188.23	96.96
Depreciation	108.64	107.54
Profit Before Tax	429.29	407.05
Less: Provision for Taxation:
Current Tax & FBT	111.46	118.76
Deferred Tax	-0.94	1.37
Short/Excess Provisions of Earlier Years	-	-
Mat Credit	-	-
Net Profit after Tax carried to Balance-sheet	318.71	286.91

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:

Name of the Director	Status in Committee	Designation
Mr. Vaibhav Jain	Chairman	Non-Executive-independent director
Mr. Rakesh Mehtani	Member	Non-Executive-independent director
Mr. Vijay Pal Jain	Member	Managing Director

B. Nomination and Remuneration Committees:

Name of the Director	Status in Committee	Designation
Mr. Maheshbhai Samatbhai Patel	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vaibhav Jain	Member	Non-Executive-Independent Director

C. Stakeholders Relationship Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Vaibhav Jain	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vijay Pal Jain	Member	Managing Director

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

---

Mar 31, 2023

Your Directors have pleasure in presenting their 37^th Annual Report together with Audited Statement

2023

FINANCIAL RESULTS: (Rs in Lakhs)

PARTICULARS	2022-23	2021-22
Gross Sales	6095.38	6035.75
Net Sales	6122.20	5965.79
Profit before Interest, Depreciation & Tax	611.55	669.04
Interest and Financial Charges	96.96	128.08
Depreciation	107.54	144.51
Profit Before Tax	407.05	425.91
Less: Provision for Taxation:
Current Tax & FBT	118.76	97.36
Deferred Tax	1.37	-3.32
Short/Excess Provisions of Earlier Years	-	-
Mat Credit	-	-
Net Profit after Tax carried to Balance-sheet	286.91	325.24

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.

Further we would like to inform that we at Milton Industries are into production and supply of FRP side wall Pannels, Complete Seat and Births, Honeycomb partition Pannels, GFRE & NAFTC wall ceiling, pillar assembly besides also into the manufacturing of HPL, PVC leather Cloth, DGFRP, GFRE, Honeycomb partition Pannels, FRP Sidewall & FRP modular Toilets.

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.

The Company''s outlook remains favorable 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

2022-23.

PERFORMANCE:

Your Directors inform you that, during the year under review, the Company have Gross Sales of Rs. 6095.38 Lacks as against Rs. 6036.75 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. 325.24 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 37^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.

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, 2023) AND THE DATE OF THE REPORT:

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 ("Debtor€") for recovery of dues and such legal proceeding is pending at Commercial Court and are expected to materalize in recovering the dues in future. In the opinion of the management, adequate balance is lying in General reserve / Retained earning 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 Commercial Court.

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.

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:

Name of the Director	Status in Committee	Designation
Mr. Vaibhav Jain	Chairman	Non-Executive-independent director
Mr. Rakesh Mehtani	Member	Non-Executive-independent director
Mr. Vijay Pal Jain	Member	Managing Director

B. Nomination and Remuneration Committees:

Name of the Director	Status in Committee	Designation
Mr. Maheshbhai Samatbhai Patel	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vaibhav Jain	Member	Non-Executive-Independent Director

C. Stakeholders Relationship Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Vaibhav Jain	Chairman	Non-Executive-Independent Director
Mr. Rakesh Mehtani	Member	Non-Executive-Independent Director
Mr. Vijay Pal Jain	Member	Managing Director

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.

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 2022-23 forms 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, 2023 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. Saket Jain (DIN: 02200196) Mr. Abhay Jain (DIN: 00343757), 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, 2023 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, 2023.

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:

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 Audit Report is annexed to this Report as ''Annexure- E''.

AUDITORS REPORT:

M/s. KPSJ & Associates, LLP, Chartered Accountants, (Firm Reg. 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: 08.09.2023 For and on behalf of the Board of Directors,

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

C H AIRMAN