AGM Details

  • Date and Time: Saturday, 21st November 2026 at 12:30 PM IST
  • Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM) without physical presence
  • Cut-off date for eligibility: Saturday, 14th November 2026
  • Remote e-voting period: Wednesday, 18th November 2026 (9:00 AM) to Friday, 20th November 2026 (5:00 PM)
  • Relevant Date for ICDR Regulations (Item 7): Thursday, 22nd October 2026
  • Venue: Deemed to be at the Registered Office - Level 4, Dynasty Business Park, A Wing, Andheri-Kurla Road, J.B. Nagar, Mumbai, Maharashtra – 400059

The AGM is being convened within the extended time granted by the Registrar of Companies, Mumbai-I, under Section 96(1) of the Companies Act, 2013, vide order dated 19th September 2026, which extended the time for holding the AGM by one month and fifteen days.

Business Items to be Transacted

Ordinary Business

Item No. 1: Adoption of Audited Financial Statements

  • To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March 2026
  • Includes Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and reports of Board of Directors and Auditors

Item No. 2: Appointment of Statutory Auditors

  • Proposal to appoint M/s Gupta Rajesh & Associates, Chartered Accountants (Firm Registration No. 009888N)
  • Term: Five consecutive years from conclusion of 12th AGM until conclusion of 17th AGM in 2031
  • Remuneration: To be determined by Board on recommendation of Audit Committee, plus applicable taxes and reimbursement of out-of-pocket expenses
  • The firm has provided written consent and eligibility certificate under Sections 139(1) and 141 of Companies Act 2013

Special Business

Item No. 3: Increase in Authorised Share Capital

  • Proposal to increase authorised share capital from ₹10,00,00,000 (1 crore equity shares of ₹10 each) to ₹50,00,00,000 (5 crore equity shares of ₹10 each)
  • Current issued equity share capital: ₹15,63,93,640 divided into 1,56,39,364 equity shares of ₹10 each
  • Purpose: To accommodate shares to be issued under ESOP Scheme (Item 6) and conversion of OCDs/loans (Item 7)
  • Requires alteration of Clause V of Memorandum of Association

Item No. 4: Regularisation of Ms. Vaishali Balasaheb Jagtap

  • Appointment as Non-Executive, Non-Independent Director (DIN: 10943315)
  • Originally appointed as Additional Director with effect from 18th August 2026
  • Liable to retire by rotation
  • Qualifications: Graduate with expertise in Public Dealings
  • Will receive only sitting fees within limits under Section 197 of Companies Act 2013

Item No. 5: Appointment of Mr. Akash Chugh as Independent Director

  • Appointment as Independent Director (DIN: 11206510)
  • Term: Five consecutive years from 18th August 2026 to 17th August 2031
  • Not liable to retire by rotation
  • Qualifications: Computer Science Engineer with expertise in Advertisement, Media Enterprises and Financial Oversight
  • Will receive only sitting fees for Board/Committee meetings within limits under Section 197
  • Has submitted declaration of independence under Section 149(7)

Item No. 6: Approval of Milestone Furniture Employee Stock Option Scheme 2026

  • Scheme to grant up to 70,00,000 Options, each convertible to one equity share of ₹10
  • Maximum dilution: 28.08% of issued paid-up equity capital as on date of grant (subject to adjustments)
  • Eligibility: Permanent employees and Directors (excluding Independent Directors, Promoters, Promoter Group, and Directors holding >10% shares)
  • Extension to employees of holding, subsidiary and associate companies permitted
  • Identification of employees who may receive ≥1% of issued capital permitted
  • Exercise price: Not less than face value (₹10), determined based on market price on Relevant Date
  • Vesting period: Minimum one year, maximum four years from grant date
  • Exercise period: Up to four years from vesting
  • Implementation through trust route with company loan/financial assistance up to ₹20 crore
  • Administered by Nomination and Remuneration Committee acting as Compensation Committee

Item No. 7: Issue and Allotment of Equity Shares upon Conversion of Debt

  • Preferential issue of up to 86,39,364 fully paid-up equity shares of ₹10 each
  • Issue price: ₹28.42 per share (₹10 face value + ₹18.42 premium)
  • Price determined as per Regulation 164 of SEBI ICDR Regulations 2018
  • Conversion of:
  • Secured, unlisted, 12% Optionally Convertible Debentures (OCDs) of ₹10,000 each
  • Unsecured loans and other financial obligations outstanding as on 28th October 2026
  • Accrued interest on OCDs
  • Approval also sought for conversion options in future loans/debentures from banks/financial institutions
  • Shares will rank pari passu with existing equity shares and be subject to lock-in requirements under ICDR Regulations
  • Fractional entitlements will be rounded down without issuing fractional shares

Financial and Capital Structure Impact

  • Current Authorized Capital: ₹10 crore
  • Proposed Authorized Capital: ₹50 crore (400% increase)
  • Current Issued Capital: ₹15.64 crore (1,56,39,364 shares)
  • Potential New Issuance:
  • Up to 70,00,000 shares via ESOP (Item 6)
  • Up to 86,39,364 shares via debt conversion (Item 7)
  • Total Potential Dilution: Up to 156,39,364 additional shares representing significant expansion of equity base

Additional Information

  • Scrutinizer: Ms. Navjeet Kaur, Advocate (Enrolment No. HIM/699/2025)
  • Documents available for inspection: Register of Directors, Register of Contracts, various certificates under ICDR and SBEB Regulations
  • Helpdesk for technical issues: NSDL at evoting@nsdl.com or 022-4886 7000
  • Company website: www.milestonefurniture.in

#Tags: #MilestoneFurniture #AGM #SEBIDisclosure #CapitalIncrease #ESOP #DebtConversion #Neutral