Your directors have presented the 42^nd Annual Report on the performance of the Company
together with the Audited Financial Statements for the year ended 31^st March 2025.

Financial Highlights:

The Company's financial performance for the year under review along with previous year's figures
is given hereunder:

Business Performance:

During the financial year 2024-25, the Company's revenue from operations is Rs. 94281 and incurred a
Profit before tax is Rs. 6716.8. There has been no change in the Business of the company during the
financial year ended on 31^st March 2025.

Dividend:

Due to loss incurred by the Company, your directors express their inability to recommend dividend
for the year ended on 31st March, 2025.

Transfer to reserves:

The Company did not have any profits to be transferred to Reserves during the year under
consideration.

Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31^st March 2025 was Rs. 36,00,00,000/-
(Rupees Three Sixty Crores only) divided into 360,00,000 (Three Crores Sixty Lakhs) Equity Shares of
Rs. 10/- each.

Issued & Subscribed Share Capital:

As on the 31^st March 2025, the Issued & Subscribed Capital of the Company stands at Rs.
21,54,12,500- divided into 2,15,41,250 Equity Shares of Rs. 10/- each.

Further, the Company has neither issued employee stock options nor sweat equity shares and
does not have any scheme to fund its employees to purchase the shares of the Company.

Material changes and commitments during the year:

During the year under review, there have been no material changes and commitments affecting
the financial position of the Company.

Material changes and commitments affecting financial position between the end of the financial
year and date of report:

There have been no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and the date of this Report.

Public Deposits:

The Company has not accepted any deposits from the public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet for
the Financial Year 2024-25.

Particulars of loans, guarantees or investments made u/s 186 of the companies act,2013:

The particulars of loans, guarantees and investments have been disclosed in the financial
statements which also form part of this report.

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are
not applicable to our company. With the enactment of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the
Ministry of Corporate Affairs, Every Company having the net worth of Rs.500 Crores or more turnover
of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during immediately preceding financial
year have to spend at least 2% of the average net profit of the Company made during the three
immediately preceding financial years. In pursuance of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014. At present Corporate Social Responsibility provision is
not applicable on our company as our company is outside the threshold limit of CSR as define by
Companies Act, 2013.

Conservation of energy, research and development, technology absorption, foreign exchange
earnings and outgo:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read
with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to our Company, as our
Company has not carried out in the manufacturing activities. The foreign exchange earnings on account
of the operation of the Company during the year was Rs. Nil.

Internal control systems and their adequacy:

The Company has appropriate systems for Internal Control. The systems are improved and modified

continuously to meet with changes in business conditions, statutory and accounting requirements. The
Company's internal control systems and procedures commensurate with the size and nature of its
operations. These systems are designed to ensure that all the assets of the Company are safeguarded
and protected against any loss and that all the transactions are properly authorized recorded and
reported. High accuracy in recording and providing reliable financial & operational support is ensured
through stringent procedures.

The Audit Committee of Board of Directors reviews the internal audit report, efficiency and
effectiveness of internal control systems and suggests the solution to improve and strengthen. The
Internal control system during the year and no material weakness in design or operation was observed.
As per section of 134 and 143 of the Companies Act, The internal control system is supplemented by
well documented policies, guidelines and procedures and reviews carried out by the Company's audit
committee.

Audits of various departments are conducted as per the annual audit plan through internal auditors,
who submit reports to the Audit Committee of the Board from time to time. The views of the statutory
auditors are also considered to ascertain the adequacy of the internal control system.

Independent Director's Declaration

The Company has received necessary declaration from each Independent Director under Section 149(7)
of the Companies Act, 2013, that he / she meets the criteria of Independence as laid down in Section
149(6) of the Companies Act, 2013.

Familiarization Programme For Independent Directors

The details of the programme for familiarization of the Independent Directors with the Company in
respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company
operates, business model of the Company and related matters are put up on the website of the
company at www.milgrey.in The same has been reviewed by the board as per SEBI Listing Regulations,
2015.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of
the Board of Directors' and 'General Meetings', respectively, have been duly followed.

Company's policy on appointment and remuneration of Directors:

Your Company has been following well laid down policy on appointment and remuneration of
Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant
to the recommendation of Nomination and Remuneration Committee. The remuneration of Executive
Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the
Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for
payment of remuneration to Executive Directors is sought, from time to time. A brief of the Policy on
appointment and remuneration of Directors, KMP and Senior Management is uploaded on the
Company's website at www.milgrey.in

Annual Listing Fees

The Company is regularly complying with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company has its equity shares listed on BSE Limited. The
Company has paid listing fees for the year 2024-25. The Company has also established connectivity
with both depositories, NSDL and CDSL.

Board Evolution:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI
under Listing Regulations, the Board of Directors ("Board") has carried out an annual evaluation of its
own performance, and that of its Committees and individual Directors. The performance of the Board
and individual Directors was evaluated by the Board seeking inputs from all the Directors. The
performance of the Committees was evaluated by the Board seeking inputs from the Committee
Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the
individual Directors. A separate meeting of Independent Directors was also held to review the
performance of Non-Independent Directors; performance of the Board as a whole and performance of
the Chairperson of the Company, taking into account the views of Executive Directors and Non¬
Executive Directors. This was followed by a Board meeting that discussed the performance of the
Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and
structure; effectiveness of Board processes, information and functioning etc. The criteria for
performance evaluation of Committees of the Board included aspects like composition of Committees,
effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual
Directors included aspects on contribution to the Board and Committee meetings like preparedness on
the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In
addition the Chairperson was also evaluated on the key aspects of his role.

Directors and Key Managerial Personnel:

The Board composition is in conformity with the Listing Regulations, 2015 and the Companies Act, 2013
('the Act'). As on 31st March, 2025, the details of the Directors on the Board of the Company during
the year ended on March 31, 2025 are set out in the table below:-

Changes in Directors & KMPs:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Manav Kumar will
retire by rotation at the AGM and being eligible, has offered himself for re-appointment. Your Board
has recommended his re- appointment.

Changes in Board of Directors:

During the year under review Nirmal Lunkar appointed as additional director w.e.f 14.08.2024 and Ms. Kinjal
Vora Appointed as additional director w.e.f 01.01.2025.

Changes in KMPs:

During the year under review, Ms. Garima Jain, ceased to be Company Secretary & Compliance
Officer of the Company w.e.f. 14th August 2024.

Human resources Management:

The Human Resources Management (HRM) function has driven changes in the way Human Resources
(HR) are managed and developed, striking a balance between business needs and individual aspiration.
It focuses on improving the way of work culture, employee engagement, productivity, work-life balance
in an effective and efficient way. Your Company took multiple actions to keep the workforce engaged.
The HR Department is continuously looking at expanding opportunities for the employee's growth. The
broader our employees' experience, education and background, the more diverse their opinions and
insights, the deeper your Company's collective understanding grows. This results in a collaborative
environment which respects individual needs and promotes ongoing development of the Company.

Vigil Mechanism And Whistle Blower Policy

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors
and employees of the Company for reporting genuine concerns about unethical practices and
suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the
Companies Act, 2013, Regulation 22 of the Listing Obligation and Disclosure Requirements, 2015. This
Vigil Mechanism shall provide a channel to the employees and Directors to report to the management
concerns about unethical behavior, and also provide for adequate safeguards against victimization of
persons who use the mechanism and also make provision for direct access to the chairperson of the
Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company
has been denied access to the Audit Committee.

Particulars of Employees:

There were no employees during the whole or part of the year who were in receipt of remuneration in

excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees
pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-I".

Board meetings:

The Board meets at least once a quarter to review the quarterly/half yearly/yearly results and other
items on the agenda. Additional meetings are also held when necessary. During the reporting period
Seven (07) Board Meetings were convened and held on 12^th April, 2024, 02^nd August, 2024, 14^th August,
2024, 06^th September, 2024, 12^th November, 2024, 01^st January, 2025, 14^th February, 2025. The
intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013.

Independent Directors' Meeting:

During the year under review, Independent Directors met on 5 ^th February 2025, inter-alia, to
discuss:

Ý Evaluation of the performance of Non-Independent Directors and the Board as whole.

Ý Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors.

Ý Evaluation of the quality, quantity content and timeless of flow of information between the
management and the Board.

Subsidiaries, joint ventures and associate companies:

The company does not have any subsidiary/ Joint Ventures/ Associate Companies.

Particulars of contracts or arrangements made with related parties:

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the
Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC
- 2 is annexed herewith at "Annexure - II".

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And
Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against
sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has
not received any sexual harassment related complaints during the year 2024-25.

The Company has framed a policy on Sexual Harassment of Women at workplace which commits to
provide a workplace that is free from all forms of discrimination, including sexual harassment. The
Policy can be viewed at Company website with the link as www.milgrey.in

Code of conduct for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be
followed and disclosures to be made by insiders while trading in the securities of the Company. Details
of dealing in the Company's shares by Designated Persons are placed before the Audit Committee on
a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring
timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable
the investor community to take informed investment decisions with regard to the Company's shares.

The policy is uploaded on the Company's website and can be viewed at the Company website at
www.milgrey.in

Directors' Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

Ý In preparation of the annual accounts for the financial year ended on 31^st March 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

Ý The directors had selected such accounting policies to the financial statements and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give true and fair view of the state of affairs of the Company at the end of the financial year
as on 31^st March, 2025 and of the profit of the Company for that period;

Ý The directors had taken proper and sufficient care for 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;

Ý The directors had prepared the annual accounts on a going concern basis; and

Ý The directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

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

Committees of the Board:

The Company has duly constituted the Committees required under the Companies Act, 2013, read with
applicable rules made thereunder and the SEBI Listing Regulations, 2015. The Committees of the
Board formed are as under:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination and Remuneration Committee.

The details with respect to the composition, powers, roles, terms of reference, Meetings of all the
relevant committees are provided in the report on corporate governance of the Company which forms
part of this Annual Report.

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:

During the period under review, no material orders have been passed by the regulators or courts
or tribunals impacting the going concern status and company's operation in future.

Auditors and their reports:

Statutory Auditors:

M/s. K S SUBRAHMANYAM & CO, Chartered Accountants, is a statutory auditors of the Company. The
Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold
office as Auditors of the Company.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness
of the Audit process.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the
Company has appointed JCA & Co., Practicing Company Secretary, to undertake the Secretarial Audit
of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024¬
25 has been annexed to this Report.

Reporting of frauds by Auditor:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any
instances of frauds committed by the Company by its officers or employees to the audit committee under
section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

Extract of Annual Return:

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as
at 31^st March 2025, is available on the website www.milgrey.in

Transfer of amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as on 31^st March 2025.

Risk management:

Your Company continues to focus on a system based approach to business risk management. The
Company has in place comprehensive risk assessment and minimization procedures, which have been
reviewed by the Board periodically. Your Company recognizes that risk is an integral part of business
and is committed to managing the risks in a proactive and efficient manner.

Your Company periodically assesses risks in the internal and external environment, along with the cost
of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company has duly approved a Risk Management Plan. The objective of this Policy is to have a well-
defined approach to risk. The policy lays down broad guidelines for timely identification, assessment,
and prioritization of risks affecting the Company in the short and foreseeable future.

The Policy suggests framing an appropriate response action for the key risks identified, so as to make
sure that risks are adequately addressed or mitigated. Risk Management Plan is available on the
website of the Company at www.milgrey.in The Company has developed and implemented a risk
management plan and in the opinion of the Board of Directors, no risks have been identified which
may threaten the existence of the Company. Your Company continuously monitors business and
operational risks. All key functions and divisions are independently responsible to monitor risks
associated within their respective areas of operations such as finance & taxation, regulatory &
compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and
environment.

Management Discussion And Analysis

Pursuant to Regulation 34(2)(e) read with paragraph B of Schedule V of the SEBI Listing Regulations,
2015, the detailed Management Discussion and Analysis report is given in "Annexure-V" to this report.

Corporate governance:

A separate section on Corporate Governance is included in the Annual Report and the certificate from
company secretary confirming the Compliance of the conditions on the Corporate Governance as
stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and
paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which
would impact the going concern status and the Company's operations in future.

INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the Company
under the Insolvency and Bankruptcy Code 2016 during the year.

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

The disclosure is not applicable as the Company has not undertaken any one-time settlement with
the banks or financial institutions during the year.

Acknowledgements:

Your Directors acknowledge each and every employee of the Company as well as those who work with
us across the value chain for their unstinting support and hard work in the service of our Company.
They would also like to place on record their appreciation for the continued co- operation and support
received by the Company during the year from all shareholders, clients, Banks, Government and
regulatory authorities and stock exchange.

By and on behalf of the Board of Directors of
Milgrey Finance and Investments Limited

Sd/- Sd/-

Abhishek Sanga Abhay Gupta

Independent Director Director

DIN:08309127 DIN:02294699

Place: Mumbai
Date: 02.09.2025