Milestone Global Ltd

T o the Members,

Your directors are happy to present the 34^th Annual Report together with the audited statements of Accounts for the period ended 31st March, 2024.

1. THE FINANCIAL SUMMARY OR HIGHLIGHTS

2. THE STATE OF THE COMPANY'S AFFAIRS:

During the financial year 2023-2024, the Total Revenue (standalone) of your Company has increased from Rs. 1504.46 lakhs to Rs. 1534.93 lakhs. The increase in total revenue is 2.03% over the previous year.

The Total Expenditure has also increased Rs. 1415.69 lakhs to Rs. 1446.97 lakhs. The increase in total expenditure is 2.21% over the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are not recommending any Dividend on Equity Share Capital of the Company for the Current Financial year ending 31st March 2024. Hence, the amount to be transferred to any Reserve Account does not arise.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

No Material changes and commitments, affecting the financial position of the company has occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

5. THE CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the Business during the financial year.

DIRECTORS:

The term of Mr. Syed Fiyaz Ahmed as Whole Time Director had expired on 2^nd March, 2023. The Board of Directors, in their meeting held on 10^th June, 2023, had considered the change in designation of Mr. Syed Fiyaz Ahmed from "Whole Time Director" to "Director" with effect from 3^rd March, 2023.

The Board of Directors, in their meeting held on 10^th June, 2023, further proposed the appointment of Mr. Syed Fiyaz Ahmed as a Whole Time Director for a period of 5 years and fixing his remuneration as Whole Time Director, and the shareholders' approval for the same, by way of passing Special Resolution, was obtained in the Annual General Meeting held on 23 ^rd September, 2023.

The Board of Directors, in their meeting held on 18^th June, 2024, approved the appointment of Ms. Shweta Umesh Kumar Sinha as an Additional Director (Non-executive Independent Director) on the Board with effect from 18^th June, 2024 subject to the approval of shareholders in the ensuing Annual General Meeting. The Board shall take approval of the shareholders for such appointment

Ms. Alka Agarwal, who retires by rotation being eligible offer herself for reappointment.

KEY MANAGERIAL PERSONNEL:

There was no change in Key Managerial Personnel during the year under review.

7. MEETINGS OF THE BOARD OF DIRECTORS:

The Board has met 5 times during the financial year under review on 27^th May, 2023, 10^th June 2023, 12^th August 2023, 7^th November, 2023 and 10^th February, 2024.

8. SUBSIDIARIES, JOINT VENTURES:

As on March 31, 2024, your Company has a Subsidiary whose details are as follows:

Milestone Global (UK) Limited, United Kingdom

The statement (AOC-1) pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is enclosed as Annexure A being part of the Annual Report.

The Company has set up a new subsidiary in the United States of America, under the name and style of "Milestone Imports Inc". The said new subsidiary was incorporated on 11^th day of April, 2024 in the State of Delaware, US.

9. DEPOSITS

The Company has not accepted any deposits; hence, the provisions with respect to the deposits, covered under Chapter V of the Act are not applicable.

10. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future during the year under review.

11. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business.

Your Company has appointed Amit Dwivedi & Associates, Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board regularly.

12. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013:

As required U/s 134 (5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the annual accounts, 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 31st March 2024 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;

d) The directors had prepared the annual accounts for the period ending 31st March 2024 on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

13. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS [section 134 (3) (p) and Rule 8(4) of the Companies (Accounts)Rules, 2014]:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance and that of individual Directors.

One of the Key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, committees of the Board.

14. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Board has received the declaration from all the Independent Directors as per the requirement of Section 149(7) and pursuant to Rule 6 sub rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Board is satisfied that all the Independent Directors meets the criterion of independence as mentioned in Section 149(6).

15. STATEMENT IS TO BE GIVEN ONLY IF THE COMPANY IS COVERED UNDER SECTION 177 & 178:

1. Listed Co.,

2. Public Co. (Paid up Capital Rs.10 Cr/Turnover Rs.100 Cr/Borrowings Rs.50 Crs or more)

Every Co (Net worth Rs.500 Cr / Turnover Rs.1000 Cr / Net Profit Rs.5 Cr or more)

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

This is not applicable to the Company

17. AUDITORS:

M/s P.L. Tandon & Co., Chartered Accountants (Reg. No. 000186C), Kanpur, were appointed as Statutory Auditors of the Company in the 32^nd AGM of the Company held on 24^th September 2022, to hold office from the conclusion of that AGM till the conclusion of the AGM to be held for the financial year ending 31^st March 2027 as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Accounts) Rules, 2014.

18. SECRETARIAL AUDIT REPORT:

A copy of the Secretarial audit report as provided by M/s. Akhilesh Singh & Associates, Practicing Company Secretaries, as required under Section 204(1) of the Companies Act, 2013 is annexed to this Report as "Annexure B".

19. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company, in its Board Meeting held on 11^th February, 2023 has appointed M/s Amit Dwivedi and Associates, Chartered Accountants as the Internal Auditors of the Company as recommended by the Audit Committee to conduct the internal audit of the Company and to give their audit report thereon in the manner as prescribed under the Act.

a) Independent Auditors Report:

The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need no further explanation. There are no qualifications/remarks raised in the Auditors Report requiring clarification.

b) Secretarial Audit Report:

There are no qualifications/remarks raised in the Secretarial Auditors Report requiring clarification.

21. STATEMENT OF DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices.

22. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO - Rule 8(3) of the Companies (Accounts) Rules,2014

a) Conservation of energy- The plant installed by the Company is of latest technology and is energy efficient. Power consumption of the Company is very low.

b) Technology absorption- Company has not imported any technology. Effective pollution control system has already been installed in the factory. Total Quality Management System has already implemented. The company has achieved process development, cost reduction etc. There was no expenditure on Research and Development during the year under review.

c) Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Foreign Exchange Earnings: Rs. 15,24,92,792.57/-

Foreign Exchange Outgo: Rs. 98,42,843.49/-

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans or guarantees in terms of Section 186 of the Companies Act, 2013, during the financial year under review.

24. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large and the transactions carried with related parties is in the ordinary course of business.

The requisite details of related party transactions under the "Form AOC-2" in Annexure C has been provided in this Report

25. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

This is not applicable to the Company.

26. ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

In accordance with Companies Act, 2013, the Annual Return in the prescribed format is available at http://www.milestonegloballimited.com/wp-content/uploads/2024/07/Annual-Return-2024.pdf

27. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES [Section 67(3)]:

Not Applicable to the Company.

28. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section 131(1)]:

Not Applicable to the Company

29. RE APPOINTMENT OF INDEPENDENT DIRECTORS:

During the year under review, there was no re-appointment of Independent Directors. However, the Board of Directors appointed Ms. Shweta Umesh Kumar Sinha as an Additional Director (Non-executive Independent Director) on the Board with effect from 18^th June, 2024, subject to approval of shareholders in the ensuing Annual General Meeting.

30. THE REASONS FOR THE BOARD HAD NOT ACCEPTED ANY RECOMMENDATION OF THE AUDIT COMMITTEE [Section 177 (8)]:

There are no such recommendations.

31. THE VIGIL MECHANISM [Section 177 (10)]:

The Management has sufficient vigil mechanism to handle the situation.

32. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION [Section 197 (12) - Listed Company]:

33. DETAILS OF DIRECTORS WHO IS IN RECEIPT OF ANY COMMISSION FROM THE COMPANY AND WHO IS A MANAGING OR WHOLE-TIME DIRECTOR OF THE COMPANY [Section 197(14)]:

None of the Director is getting commission from the Company so this is not applicable to the Company.

34. UNDER THE HEADING "CORPORATE GOVERNANCE" [Schedule V Part II Section II-point IV]:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, a separate section on Report on corporate governance practices followed by the Company, together with certificate from the Company's Auditors confirming compliance is attached.

35. THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS WAS COMPLETED [Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014]:

The Company has not issued any Equity shares with Differential Rights during the year so this clause is not applicable.

36. THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES:

This clause is not applicable to the Company.

37. DETAILS OF ISSUE OF SWEAT EQUITY SHARES [Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014]:

The Company has not issued Sweat Equity shares during the year so this clause is not applicable.

38. DETAILS OF EMPLOYEES STOCK OPTION SCHEME [Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014]:

The Company does not have Employees Stock Option Scheme so this clause is not applicable.

39. PARTICULARS OF EMPLOYEES:

Details of employee drawing remuneration in excess of that drawn by the Whole Time Director, in terms of Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Sunil Kumar Sharma, CFO drawing remuneration in excess of that drawn by Mr. Syed Fiyaz Ahmed, Whole Time Director.

40. DISCLOSURE IN RELATION TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE:

The Company has taken adequate measures to ensure safety of women at work place and no incidence of sexual harassment of women at workplace was reported to the Company during the financial year under review.