Milestone Furniture 2026 AGM Notice and Annual Report

Net Loss for FY 2025-26: ₹1,697.54 lakhs (Previous Year: ₹48.36 lakhs loss)
Revenue from Operations: ₹0.00 (Nil revenue for both FY 2025-26 and FY 2024-25)
Earnings Per Share (Basic & Diluted): (₹18.26) for FY 2025-26 (Previous Year: (₹0.52))
Authorized Share Capital: ₹10,00,00,000 divided into 1,00,00,000 equity shares of ₹10 each (proposed to increase to ₹50,00,00,000)
Paid-up Equity Share Capital: ₹15,63,93,640 divided into 1,56,39,364 equity shares of ₹10 each
Employee Stock Options: Up to 70,00,000 Options proposed under ESOP Scheme 2026
Preferential Allotment: Up to 86,39,364 equity shares at ₹28.42 per share (including premium of ₹18.42)
Estimated Unrecorded Liabilities: Approximately ₹5,000 lakhs as per auditor's report
Income Tax Demands: ₹1,252.21 lakhs for AY 2016-17 to 2021-22 under appeal
GST Lien: ₹233.00 lakhs on bank account for FY 2018-19 and FY 2019-20

AGM Date: 21st November, 2026 at 12:30 PM IST
Cut-off Date for Voting: 14th November, 2026
Remote e-voting Period: 18th November, 2026 (9:00 AM) to 20th November, 2026 (5:00 PM)
AGM Extension Granted by ROC: 19th September, 2026 (extended by 1 month 15 days)
Director Appointments: 18th August, 2026 (Vaishali Jagtap and Akash Chugh)

Going Concern Uncertainty: Auditor raised concerns due to nil revenue, significant losses, and unrecorded liabilities exceeding net worth
Capital Restructuring: Proposed increase in authorized capital to accommodate ESOP and debt conversion shares
Debt Conversion: Conversion of OCDs and loans into equity shares will reduce debt without cash outflow
No Dividend Declared: Due to absence of operational turnover and losses incurred
No Transfers to Reserves: Entire net loss carried forward to retained earnings

Post-Conversion Capital: Additional 86,39,364 equity shares upon preferential allotment
ESOP Dilution: Up to 70,00,000 equity shares representing approximately 28.08% of current issued capital
Authorized Capital Increase: From ₹10 crore to ₹50 crore to accommodate future issuances

No Cash Outflow for Debt Settlement: Conversion of debt into equity shares
ESOP Implementation: Potential future cash inflow from exercise of options
Statutory Dues: Potential outflows for tax and GST demands if appeals are unsuccessful

The Board provided detailed explanations on 13 key auditor qualifications including:

Unrecorded liabilities of approximately ₹5,000 lakhs requiring further examination
Trade receivables of ₹448.24 lakhs (net ₹224.12 lakhs after ECL) needing verification
Inventories of ₹250.15 lakhs (net ₹125.07 lakhs) requiring physical verification
Loans and advances totaling ₹500.36 lakhs (net ₹220.18 lakhs) needing documentation
Property, plant and equipment of ₹136.42 lakhs requiring fixed asset register reconstruction
Optionally Convertible Debentures of ₹574.60 lakhs requiring term verification
Bank balances of ₹464.48 lakhs requiring confirmation
Going concern assessment requiring detailed liquidity review
Related party transactions completeness verification
Section 185 compliance issues regarding loans to directors
Charge registration compliance under Section 77
Ind AS transition disclosures under Ind AS 101

Resignations: Vivek Sonar (16-Mar-2026), Payal Thakkar (19-Aug-2026), Mayank Kotadia (21-Aug-2026), Abhishek Pokharna (20-Sep-2026)
Appointments: Vaishali Jagtap (18-Aug-2026), Akash Chugh (18-Aug-2026)
Current Board: Akshay Sharma (Non-Executive), Vaishali Jagtap (Non-Executive, Non-Independent), Akash Chugh (Independent)

Statutory committees not properly constituted during FY 2025-26 due to insufficient independent directors
Formal annual performance evaluation not carried out due to committee constitution issues
Vigil Mechanism established but no complaints received during the year