Directors Report of Milestone Global Ltd.

Mar 31, 2024

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

(Rs. In Lakhs)
	Year Ended 31-03-2024	Year Ended 31-03-2023	Year Ended 31-03-2024	Year Ended 31-03-2023
	Standalone		Consolidated
Income from operations	1510.09	1457.97	1550.81	1551.39
Other income	24.84	46.49	25.01	47.20
Total	1534.93	1504.46	1575.82	1598.59
Total Expenditure	1446.97	1415.69	1480.01	1510.27
Profit/(Loss) before Tax	87.96	88.77	95.81	88.32
Provision for Taxation	22.83	25.01	22.83	25.01
Profit/(Loss) after Tax	65.13	63.76	72.98	63.31
Earning per Share
- Basic	1.3	1.27	1.46	1.26
- Diluted	1.3	1.27	1.46	1.26

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.

6. DIRECTORS OR KEY MANAGERIAL PERSONNEL: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)

Audit Committee
Mr. Rajeev Kapoor	Chairman
Mr. Somendra Kumar Agarwal	Member
Mr. Alok Krishna Agarwal	Member
Nomination and Remuneration Committee
Mr. Somendra Kumar Agarwal	Chairman
Mr. Rajeev Kapoor	Member
Mr. Mast Ram Tek Chand Bhardwaj	Member
Stakeholders Relationship Committee
Mr. Alok Krishna Agarwal	Chairman
Mr. Mast Ram Tek Chand Bhardwaj	Member
Mr. Syed Fiyaz Ahmed	Member

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.

20. EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS: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]:

SL. No	Name	Remuneration	Ratio to Median Remuneration
1.	Mr. Syed Fiyaz Ahmed	3,42,000	0.7:1
3.	Ms. Alka Agarwal	39,00,000	7.98:1

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.

Name of Employee	Design ation	Educationa l Qualificati on	Age	Experienc e (in years)	Date of Joining	Gross Remunerati on Paid	Previous Employme nt
Sunil Kumar Sharma	CFO	Graduated from Gaya University with a major in Finance and Accounting	45	Total Work Experience is approx. 22 years	1st November 2010	15,30,000	India Finsol
Mr. Sunil Kumar Sharma, CFO drawing remuneration in excess Whole Time Director.					of that drawn by Mr. Syed Fiyaz Ahmed,

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.

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Mar 31, 2014

Dear Members,

We are delighted to present the 24th annual report on our business and operations for the year ended March 31, 2014.

1. Results of operations

(Rs. In Lakhs)

2013-14 2012-13

Net Sales /Income from Operations 714.11 471.62

Other Income 2.04 0.75

Total Income 716.15 472.37

Expenditure (Increase)/Decrease in stock in trade 14.62 06.18

Material Consumption 394.08 251.61

Staff Cost 60.83 72.13

Power and Fuel 24.78 23.01

Selling and Distribution Exp 25.72 17.95

Financial Cost 25.12 26.36

Depreciation 44.86 48.33

Other Expenditure 110.65 75.20

Total Expenditure 700.66 520.77

Net Profit (Loss) before exceptional item and tax 15.49 (48.40)

Profit (Loss) on Sale of Investment 00.00 00.00

Net Profit (Loss) for the year 15.49 (48.40)

Net Tax Expenses 1.26 5.95

Profit (Loss) after tax 14.23 (42.45)

Brought forward Profit (loss) 264.46 306.91

Balance Carried to Balance Sheet 278.70 264.46

Basic and diluted EPS (Rs.) 0.28 (1.08)

2. The state of Company''s affairs

During the year under review, your company has earned its major market share and made profit. Despite of all odds, through out- sourcing of product processing the Company could record a turnover of Rs.714.11 Lakhs as against previous year turnover 471.37 Lakhs, and the net Profit before tax of Rs.15.49 lakhs as against the previous year net loss of Rs 48.41 lakhs. Further your board has applied adequate measure to bring down the overheads and expenses and increase its market share.

Out sourcing of production activity

As informed in our earlier report, due to piling up of orders from the clients and to honour the same, the company continues to out-source the processing activity to out-side agency on the principal to principal basis from July 2012 onwards. However, the Company continues to operate in procurement of raw material, marketing & sales.

3. Dividend

Due to foreseen of development of business in forthcoming financial year, your directors are decided not to declare any dividend. No fund was transferred to reserves.

4. Fixed Deposits

The Company has not accepted any fixed deposits during the year under review and, as much, no amount of principal or interest outstanding on the date of the Balance Sheet.

5. Directors and Key Managerial Personnel''s

Mr. Naveen Chawla and Mr. Mayank Bughani, the Directors, are liable to retire by rotation at ensuing Annual General Meeting.

Your Company has received notices from members under Section 160 of the Companies Act, 2013 read with rules made thereunder along with deposit of Rs. 1,00,000/- each proposing candidature of Mr. Naveen Chawla, Mr. Mayank Bughani and Mr. Rajeev Kapoor, the Directors as Independent Directors of the Company as per the provisions of Companies Act, 2013 read with Listing Agreement for a period of five years. Hence, proposed resolutions seeking their appointments as Independent Directors of the Company have been included in the Notice of the ensuing Annual General Meeting together with their brief profiles for members'' approval.

Your Company has also received a notice from a member under Section 160 of the Companies Act, 2013 read with rules made thereunder along with deposit of Rs. 1,00,000/- proposing candidature of Ms. Sneha for the office of Director. Necessary resolution seeking member''s approval towards this has been included in the notice of the Annual General Meeting.

The Board of Directors of your Company at its meeting held on August 12, 2014 has appointed following persons to hold offices as set opposite their names. These officers have been appointed as per the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Sl. Name of Officer Effective Date of Office held No. appointment

1. Mrs. Alka Agarwal September 1, 2014 Chief Executive Officer

2. Mrs. Renu Sharma September 1, 2014 Chief Financial Officer

3. Mrs. Smita Tirpathi September 1, 2014 Company Secretary

6. Subsidiary Companies

As a proven strategy the company continued to direct market its products for risk mitigation and shareholders wealth maximization. As on March 31, 2014 your company has total 3 (three) Subsidiaries as follows:

Milestone Global (UK) Limited, United Kingdom Milestone Global (NZ) Limited, New Zealand Milestone Global (US) Inc, United States of America During the year under review, the overall performance of subsidiaries at US, UK, New Zealand was satisfactory.

7. Consolidated Financial Statements

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The holding company further undertakes to furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

8. Corporate Governance

For financial year 2013-14, the compliance report is provided in the Corporate Governance section of the Annual Report. The auditors'' certificate on compliance with the mandatory recommendations of the committee is provided in the Annexure to the directors'' report section. We have documented our internal policies on corporate governance. Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. In line with the committee''s recommendations, the Management''s discussion and analysis of the financial position of the Company is provided in this Annual Report

9. Auditor and Auditor''s Report

The auditors, M/s P L Tandon & Co, Chartered Accountants, Kanpur (FRN: 000186C) retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for reappointment within the said Act.

The Notes to Accounts forming part of the financial statements are self-explanatory and need no further elaboration. The qualifications and observations reported in the auditors'' report, if any, are adequately addressed at appropriate place at notes of accounts.

10. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the directors'' report section.

The Notes to Accounts form part of the financial statements, the details of foreign exchange earnings and outgo are provided at notes to accounts at appropriate place.

11. Particulars of Employees

In accordance of provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, there were no employees, throughout the financial year, who were in receipt of remuneration, which in the aggregate was not less than Rs 60,00,000/-or employed for a part of the financial year, was in receipt of remuneration at a rate, which was not less than Rs.5,00,000/-per month.

12. Directors Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956,/2013 have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

13. Employees Relations

Save as situation explained at Para 2 above, the overall relation with employees has cordial. The management has been striving to maintain the harmonious relations.

14. Listing of shares

The Equity Shares of the Company are listed in Bombay Stock Exchange. Listing fees for the year 2014-2015 have been paid to Bombay Stock Exchange Limited.

No share is in the Unclaimed Suspense Account till date of this report.

15. Managements Discussion and Analysis Report

Management''s Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

16. Acknowledgements

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have operations. We also thank the Government of India, particularly the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the state governments, other government agencies for their support, and look forward to their continued support in the future

For and on Behalf of the Board Place: Hoskote Alok Krishna Agarwal Date: August 12, 2014 Chairman

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Mar 31, 2013

To the Members, Milestone Global Limited

The are delighted to present the 23rd annual report on our business and operations for the year ended March 31, 2013.

1. Results of operations

(Rs. In Lakhs)

2012-13 2011-12

Net Sales/Income from Operations 471.37 833.86

Other Income 0.99 0.96

Total Income 472.37 834.82

Expenditure

(Increase)/Decrease in stock in trade 06.18 (15.07)

Material Consumption 251.60 449.69

Staff Cost 72.13 134.36

Power and Fuel 23.01 31.21

Selling and Distribution Exp 17.95 58.19

Financial Cost 26.35 39.15

Depreciation 48.33 51.99

Other Expenditure 75.23 83.96

Total Expenditure 520.78 833.48

Net Profit (Loss) before exceptional item and tax

Profit (Loss) on Sell of Investment 1.34 1.34

Closure Compensation 0.00 (40.00)

Net Profit (Loss) for the year 0.00 (10.62)

(48.41) (49.28)

Net Tax Expenses 5.96 17.49

Profit (Loss) after tax (42.45) (31.79)

Brought forward Profit (loss) 142.63 174.42

Balance Carried to Balance Sheet 100.18 142.63

Basic and diluted EPS (Rs.) (0.85) (0.63)



2. The state of Company''s affairs

During the year under review, due to the labour unrest, layoff and factory closure, your company lost its major market share and sustained loss. Despite of all odds, through out- sourcing of product processing the Company could record a turnover of Rs. 471.37 Lakhs as against previous year turnover Rs.833.86 Lakhs, and arrest the net loss before tax of Rs. 48.41 lakhs as against the previous year net loss of Rs 49.28 lakhs. Further your board has applied adequate measure to bring down the overheads and expenses and increase its market share.

Out sourcing of production activity

As informed in our earlier report, due to piling up of orders from the clients and to honour the same, the company continues to out-source the processing activity to out-side agency on the principal to principal basis from July 2012 onwards. However, the Company continues to operate in procurement of raw material, marketing & sales.

3. Dividend

Due to loss incurred during the financial year by the Company your directors are unable to declare any dividend. No fund was transferred to reserves.

4. Fixed Deposits

Lhe Company has not accepted any fixed deposits during the year under review and, as much, no amount of principal or interest outstanding on the date of the Balance Sheet.

5. Directors

The following directors are liable to retire by rotation at ensuing annual general meeting. Both of them being eligible seek for re-appointment. You may consider them for reappointment.

Mr. Alok Krishna Agarwal Mr. Rajeev Kapoor

With great sorrow and grief, the Board informs you about sad and sudden demise of Sri Sunil Kumar Agarwal, Managing Director in the early hours of Thursday, 14th February 2013, due to illness.

The Managing Director was associated with Milestone Global Limited since its inception as founder of the Company. He was a true leader, a fountain head of knowledge and always a source of inspiration. His untimely and unfortunate demise has created a big void in our hearts.

The Board placed on records the contribution of late Sri Sunil Kumar Agarwal for the bringing the company from scratch to present status, like foraying successfully into international monument and head stone markets, listing the shares of the company at various stock exchanges like Bombay Stock Exchange, Bangalore Stock Exchange, Madras Stock Exchange, Kolkata stock exchange and adopting direct marketing strategy by opening of various subsidiaries in USA, UK, New Zealand and Australia to cater the needs of West and East markets.

6. Subsidiary Companies

As a proven strategy the company continued to direct market its products for risk mitigation and shareholders wealth maximization. As on March 31, 2013 your company has total 3 (three) Subsidiaries as follows:

Milestone Global (UK) Limited, United Kingdom Milestone Global (NZ) Limited, New Zealand Milestone Global (US) LLC, United States of America

During the year under review, the overall performance of subsidiaries at US, UK, New Zealand was satisfactory.

7. Consolidated Financial Statements

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The holding company further undertakes to furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

8. Corporate Governance

For financial year 2012-13, the compliance report is provided in the Corporate Governance section of the Annual Report. The auditors'' certificate on compliance with the mandatory recommendations of the committee is provided in the Annexure to the directors'' report section. We have documented our internal policies on corporate governance. Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. In line with the committee''s recommendations, the Management''s discussion and analysis of the financial position of the Company is provided in this Annual Report

9. Auditor and Auditor''s Report

The auditors, M/s P L Tandon & Co, Chartered Accountants, Kanpur (FRN: 000186C) retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes to Accounts forming part of the financial statements are self-explanatory and need no further elaboration. The qualifications and observations reported in the auditors'' report, if any, are adequately addressed at appropriate place at notes of accounts.

10. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the directors'' report section.

The Notes to Accounts form part of the financial statements, the details of foreign exchange earnings and outgo are provided at notes to accounts at appropriate place.

11. Particulars of Employees

None of the employees throughout the financial year was in receipt of remuneration, which in the aggregate was not less than Rs 60,00,000/-or employed for a part of the financial year was in receipt of remuneration at a rate, which in the was not less than Rs.5,00,000/-per month. Hence, the particulars u/s 217(2A) of the Companies Act, 1956 are not furnished.

12. Directors Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

13. Employees Relations

Save as situation explained at Para 2 above, the overall relation with employees has cordial. The management has been striving to maintain the harmonious relations.

14. Listing

The Equity Shares of the Company are listed in Bombay Stock Exchange. Listing fees for the year 2013-2014 have been paid to Bombay Stock Exchange Limited.

No share is in the Unclaimed Suspense Account till date of this report.

15. Managements Discussion and Analysis Report

Management''s Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

16. Acknowledgements

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have operations. We also thank the Government of India, particularly the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the state governments, other government agencies for their support, and look forward to their continued support in the future



For and on Behalf of the Board

Sd/-

Place: Hoskote Alok Krishna Agarwal

Date: August 14, 2013 Chairman

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Mar 31, 2010

We are delighted to present the 20th annual report on our business and operations for the year ended March 31, 2010.

1. Results of operations (Rs. In Lakhs)

200910 200809

Net Sales/Income from Operations 1163.72 1101.51

Other Income 1.40 2.08

Total Income 1165.12 1103.59 Expenditure

(Increase)/Decrease in stock in trade 108.29 30.78

Material Consumption 500.22 528.48

Staff Cost 195.54 190.64

Power and Fuel 44.63 43.46

Selling and Distribution Exp 118.36 111.11

Financial Cost 45.65 45.71

Depreciation 65.01 72.72

Other Expenditure 95.05 72.73

Total Expenditure 1172.75 1110.52

Net Profit (Loss) for the year (7.63) (6.93)

Tax Expenses 3.06 (1.27)

Profit (Loss) after tax (4.57) (8.20)

Basic and diluted EPS (Rs.) (0.09) (0.16)

2. Business

During the year under review the global economy showed marginal recovery and your Company also recorded a marginal increase in the turnover of Rs. 1163.72 Lakhs as against Rs. 1101.51 Lakhs previous year. However the Company suffered Rs.7.63 lakhs as against net loss of Rs.6.93 Lakhs in the previous year.

As a counter mechanism to reduce risk the Company continued in implementing suitable measures such as FOB billing and extending direct marketing strategy even in the United States of America by opening wholly own subsidiary at Delaware.

As sign of recovery of global economy seen during the current financial year, your directors are confident in expecting considerable growth in the performance of the company in the coming years.

3. Dividend

Due to loss incurred during the financial year by the Company your directors are unable to declare any dividend. No fund was transferred to reserves.

4. Fixed Deposits

The Company has not accepted any fixed deposits during the year under review and, as much, no amount of principal or interest outstanding on the date of the Balance Sheet.

5. Directors

From last annual general meeting following changes were taken place in the composition of Board. Mr. Mayank Bughani was appointed as additional director on 27th October 2009 by the Board of Directors and the term of his office expires on date of the forthcoming Annual General Meeting of the Company. The Company has received notice from a member proposing his candidature for the appointment as Director liable to retire by rotation.

Mr. Rajeev Kapoor and Mr. Naveen Chawla, Independent Directors retire by rotation at ensuing annual general meeting. Both of them being eligible seek reappointment. You may consider them for reappointment.

6. Subsidiary Companies

As a proven strategy the company adopted the direct marketing for risk mitigation and shareholders wealth maximization. During the year under review your company has successfully incorporated another wholly own subsidiary known as M/s Milestone Global (US) Inc., at Delaware, USA for the direct marketing at USA.

As on March 31, 2010 your company has total 4(Four) Subsidiaries as follows:

Milestone Global (UK) Limited, United Kingdom

Milestone Global (NZ) Limited, New Zealand

ANA Hospitality Private Limited, India

Milestone Global (US) Inc., United States of America

During the year under review, the overall performance of subsidiaries at US, UK, New Zealand and India is satisfactory. The Indian subsidiary which is into hospitality industry commenced its commercial operations during the year under review. The performance of this subsidiary is at expected level. The management is of the view that these subsidiaries are likely to contribute highly for the growth of the company in the coming years. Detailed financial results including consolidated financial statements are presented elsewhere in this

Annual Report.

7. Consolidated Financial Statements

As per section 212 of the Companies Act, 1956, the company is required to attach the Director Report, Balance Sheet and Profit and Loss account of its subsidiary Companies to its Annual Report. The same is published in this annual report elsewhere.

As required by Accounting Standard21 and Listing Agreement entered with Stock Exchange, the audited consolidated financial statements of the Company and its subsidiaries are attached elsewhere in this annual report.

8. Corporate Governance

For financial year 20092010, the compliance report is provided in the Corporate Governance section of the Annual Report. The auditors certificate on compliance with the mandatory recommendations of the committee is provided in the Annexure to the directors report section. We have documented our internal policies on corporate governance. Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. In line with the committees recommendations, the Managements discussion and analysis of the financial position of the Company is provided in this Annual Report

9. Auditor and Auditors Report

The auditors, M/s P L Tandon &Co, Chartered Accountants, Kanpur (Registration N0.OOOI86C.) retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re appointed.

The Notes to Accounts forming part of the financial statements are selfexplanatory and need no further elaboration. The qualifications and observations reported in the auditors report were addressed at appropriate place at notes of accounts.

10. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Subsection (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the directors report section._

The Notes to Accounts form part of the financial statements, the details of foreign exchange earnings and outgo are provided at notes to accounts at appropriate place.

11. Particulars of Employees

None of the employees throughout the financial year was in receipt of remuneration, which in the aggregate was not less than Rs 24,00,000 or employed for a part of the financial year was in receipt of remuneration at a rate, which in the was not less than Rs 2,00,000 per month. Hence, the particulars u/s 217(2A) of the Companies Act, 1956 are not furnished.

12. Directors Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956

The financial statements are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to us; and guidelines issued by SEBI on the historical cost convention; as a going concern and on the accrual basis. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of the financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and loss for the year.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

13. Employees Relations

The year under review had cordial and constructive employee relations and there were commendable co operations between management and the employees.

14. Listing

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited. Listing fees for the year 20102011 have already been paid to Bombay Stock Exchange Limited.

15. Acknowledgements

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have operations. We also thank the Government of India, particularly the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the state governments, other government agencies for their support, and look forward to their continued support in the future

For and on Behalf of the Board

Sd/-

Place: Hoskote Alok Krishna Agarwal

Date: 10062010 Chairman

---

Mar 31, 2009

The Directors are pleased to present their 19th Annual Report together with audited accounts bf your company for the year ended 31st March, 2009

1. FINANCIAL RESULTS

The Companys financial results for the year ended 31st March 2009 vis-a-vis the previous year ending 31st March 2008 are as follows:

(Rs. In Lakhs) 2008-09 2007-08



Sales Turnover 1101.51 1009.72 Other Income 2.08 7.51 Total Income 1103.59 1017.23 Operating Expenditure 992.09 889.35 Operating Profit 111.50 127.88 Financial Cost 45.70 49.81 Depreciation 72.72 77.03 Net Profit (Loss) for the year (6.92) 1.04 Prior Period Tax Adjustment (0.38) 5.42 Provision for Taxation a) Current Tax (3.15) (5.75) b) Deferred Tax 4.76 8.39 c) Fringe Benefit Tax (2.50) (3.00) Profit (Loss) after tax (8.19) 6.10 Basic and diluted EPS Rs. (0.16) 0.12

2. REVIEW OF PERFORMANCE

Despite of recession in the global economy, during the year under a review, your Company has recorded a marginal increase in the turnover of Rs.1101.51 Lakhs as against Rs.1009.72 Lakhs previous year. However during year after charging depreciation the company has suffered a book loss of Rs.6.92 lakhs as against net profit of Rs.1.04 Lakhs in the previous year. Your Company was not able to record significant growth in the year under review. Main Reason for marginal increase in sale turnover could be attributed to the depreciation of value of US dollar against the rupee and global recession. As a counter mechanism to reduce risk the Company continued in implementing suitable measures such as FOB billing and extending direct marketing strategy even in. the Australian Continent by opening wholly own subsidiary at New Zealand.

As the global recession continued to exist, it is expected during the
3. DIVIDEND

Due to loss incurred during the financial year by the Company your directors are unable to declare any dividend. No fund was transferred to reserves.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review and, as much, no amount of principal or interest outstanding on the date of the Balance Sheet.

5. DIRECTORS

From last annual general meeting following changes were taken place in the composition of Board.

Mr. Shashank Kumar resigned from the Board on 19th February 2009. The Board are pleased to place on record its appreciation for the valuable services rendered by him during his tenure.

Mrs. Vinita Sahay was appointed as additional director on 1st April 2009 by the Board of Directors and the term of her office expires on date of the forthcoming Annual General Meeting of the Company. The Company has received notice from a member proposing her candidature for the appointment as Director liable to retire by rotation.

During the year Mr. Alok Krishna Agarwal director retires by rotation being eligible offer himself for re-appointment.

The Board recommends his appointment for your approval.

6. SUBSIDIARY COMPANIES

As a strategy part of direct marketing, risk minimization and shareholders wealth maximization, your company carries portion of its business through wholly own subsidiaries which are formed either directly or in certain cases by acquisition of entire stake -n existing enterprises as subsidiaries.

As on March 31, 2009 your company has total 3 Subsidiaries as follows:

Milestone Global (UK) Limited, United Kingdom

Milestone Global (NZ) Limited, New Zealand

ANA Hospitalities Private Limited, India

During the year under review, the overall performance of subsidiaries at UK and New Zealand is satisfactory. In order to reduce the risk associated with the International Market, your directors thought of diversification of business of the company into hospitality industry and acquired an existing company in India during the year under review. The Indian subsidiary is expected to commence its commercial operations during the current year. The management is of the view that these subsidiaries are likely to contribute highly for the growth of the company in the coming years. Detailed financial results including consolidated financial statements are presented elsewhere in this Annual Report.

7. CONSOLIDATED FINANCIAL STATEMENTS

As per section 212 of the Companies Act, 1956, the company is required to attach the Director Report, Balance Sheet and Profit and Loss account of its subsidiary Companies to its Annual Report. The same is published in this annual report elsewhere.

As required by Accounting Standard-21 and Listing Agreement entered with Stock Exchange, the audited consolidated financial statements of the Company and its subsidiaries are attached elsewhere in this annual report.

8. CORPORATE GOVERNANCE,

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed report on corporate governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement entered with Stock Exchange is provided separately in this annual report, which forms part of this Board report. "

9. AUDITOR AND AUDITORS REPORT

M/s P L Tandon &Co, Chartered Accountants, statutory auditors of the Company who retire at this conclusion of ensuing Annual General Meeting being eligible for re-appointment have expressed their willingness for the appointment as Statutory auditor and confirmed that their appointment, if made will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. Your directors propose the re- appointment of M/s PL Tandon and Co, for the year 2009-10 in the best interest of the Company.

The Notes to Account forming part of the financial statements are self-explanatory and need no further explanation.

The qualifications and observations reported in the auditors report were self explanatory and require any further clarification or explanation.

10. DISCLOSURES

As required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of directors) Rules 1988, in the relevant information relating to conservation of Energy, technology Absorption, Foreign Exchange Earnings and Out Goes are furnished in Annexure to this Report.

11. PARTICULARS OF EMPLOYEES.

None of the employees throughout the financial year was in receipt,of remuneration, which in the aggregate was not less than Rs 24,00,000 or employed for a part of the financial year was in receipt of remuneration at a rate, which was not less than Rs 2,00,000 per month. Hence, the particulars u/s 217(2A) of the Companies Act, 1956 are not furnished.

12. DIRECTORS RESPONBILITY STATEMENT.

Pursuant to the requirement under sub- section (2AA) of section 217 of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby state and confirm:

a) That in the preparation of Annual Accounts for the financial year ended March 31, 2009 the applicable accounting standards have been followed and proper explanations were provided for material departures, if any.

b) That the directors have 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 as at the end of the financial year and of profit and loss account for the year.

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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts for financial year ended March 31, 2009, on going concern basis

13. EMPLOYEES RELATIONS

The year under review had cordial and constructive employee relations and there were commendable co- operations between management and the employees.

14. LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited. Listing fees for the year 2009-2010 have already been paid to Bombay Stock Exchange Limited.

15. ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude to the Central and State Governments, Commercial Banks, Financial Institutions, stakeholders for their continued support.

Sd/- For and on Behalf of the Board Place: Hoskote Alok Krishna Agarwal

Date: 26-08-2009 Chairman