Your directors have pleasure to present the 05th (Fifth) Annual Report together with the Audited Statement of Accounts of MILLWORKS TECHNOLOGIES LIMITED ("the Company") for the year ended March 31st, 2026.
FINANCIAL PERFORMANCE
The financial results of the Company for the Financial Year 2025-26 as compared with the previous Financial Year are as under:
|
Particulars
|
Financial Year ended
|
Financial Year ended
|
| |
31/03/2026
|
31/03/2025
|
|
Revenue from Operations
|
14,876.70
|
2,199.71
|
|
Other Income
|
462.9
|
23.95
|
|
Total Income
|
15,339.66
|
2,223.67
|
|
Total Expenses
|
10,309.51
|
1,496.97
|
|
Profit/(loss) before extraordinary items and Tax
|
5,030.15
|
726.69
|
|
Profit/(loss) before Tax (EBT)
|
5,023.02
|
726.69
|
|
Provision for Income Tax (i) Current Tax
|
1,575.91
|
200.70
|
|
(ii) Deferred Tax
|
(0.05)
|
(5.90)
|
|
(iii) Tax of Earlier Year/Others
|
(285.84)
|
20.36
|
|
Net Profit/(Loss) After Tax
|
3,637.61
|
511.54
|
|
EPS
|
29.54
|
4.36
|
STATE OF THE COMPANY'S AFFAIRS
The Company is engaged in the business of manufacturing, trading, importing and exporting parts, components and equipment for the railway, aerospace, defence, drone, metro rail and semiconductor industries. There was no change in the nature of the Company's business during the financial year ended 31st March, 2026.
The highlights of the Company's performance during the financial year ended 31st March, 2026, as compared to the previous financial year, are as under:
i. Revenue from Operations: Revenue from Operations for the financial year ended 31st March, 2026 stood at ?14,876.70 Lakhs, as against ?2,199.71 Lakhs for the financial year ended 31st March, 2025, representing a growth of 576.30%.
ii. Other Income: Other Income for the financial year ended 31st March, 2026 stood at ?462.90 Lakhs, as against ?23.95 Lakhs for the financial year ended 31st March, 2025, representing a growth of 1,832.78%.
iii. Total Expenses: Total Expenses for the financial year ended 31st March, 2026 stood at ?10,309.51 Lakhs, as against ?1,496.97 Lakhs for the financial year ended 31st March, 2025.
iv. Profit Before Tax (PBT): Profit Before Tax for the financial year ended 31st March, 2026 stood at ?4,927.62 Lakhs, as against ?726.69 Lakhs for the financial year ended 31st March, 2025, representing a growth of 577.96%.
v. Net Profit After Tax (PAT): Net Profit After Tax for the financial year ended 31st March, 2026 stood at ?3,637.61 Lakhs, as against ?511.54 Lakhs for the financial year ended 31st March, 2025, representing a growth of 611.11%.
RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.
DIVIDEND
To conserve resources for the future growth of the Company, the Board of Directors does not recommend any dividend for the current year.
The Company's Dividend Distribution Policy is available on the website of the Company at https:/ / miUworksindia.com/investors/
HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year, during the year or at the end of the year.
SHARE CAPITAL
? As on 31st March, 2026, the Authorised Share Capital of the Company stood at INR 18,00,00,000/- (Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of INR 10/- each.
? The Paid-up Share Capital of the Company as on 31st March, 2026 stood at INR 12,77,07,550/- (Rupees Twelve Crores Seventy-Seven Lakhs Seven Thousand Five Hundred and Fifty only) divided into 1,27,70,755 (One Crore Twenty-Seven Lakhs Seventy Thousand Seven Hundred and Fifty-Five) Equity Shares of INR 10/- each.
Increase in Authorised Share Capital:
During the year under review, the Authorised Share Capital of the Company was increased from INR 15,00,000/- (Rupees Fifteen Lakhs only) to INR 18,00,00,000/- (Rupees Eighteen Crores only). The said increase was approved by the Members of the Company at the Extra-Ordinary General Meeting held on 29th October, 2025.
Increase in Paid Up Share Capital:
During the year under review, the Paid-up Share Capital of the Company increased from INR 5,84,370/- (Rupees Five Lakhs Eighty-Four Thousand Three Hundred and Seventy only) to INR 12,77,07,550/- (Rupees Twelve Crores Seventy-Seven Lakhs Seven Thousand Five Hundred and Fifty only) pursuant to the following allotments:
a) 2,435 (Two Thousand Four Hundred and Thirty-Five) Equity Shares of INR 10/- each were allotted on 18th June, 2025 through Preferential Allotment.
b) 1,252 (One Thousand Two Hundred and Fifty-Two) Equity Shares of INR 10/- each were allotted on 19th October, 2025 through Preferential Allotment.
c) 417 (Four Hundred and Seventeen) Equity Shares of INR 10/- each were allotted on 4th November, 2025 through Preferential Allotment.
d) 1,25,08,200 (One Crore Twenty-Five Lakhs Eight Thousand Two Hundred) Equity Shares of INR 10/- each were allotted on 15th December, 2025 pursuant to a Bonus Issue.
e) 2,00,014 (Two Lakhs Fourteen) Equity Shares of INR 10/- each were allotted on 23rd January, 2026 through Preferential Allotment.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except as stated below:
After the year under review, the Company received in-principle approval from BSE Limited on 2nd June, 2026
for listing of its Equity Shares on the SME Platform of BSE ("BSE SME") and, subsequently, pursuant to the successful completion of the Initial Public Offering ("IPO") of 48,44,000 (Forty-Eight Lakhs Forty-Four Thousand) Equity Shares, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform with effect from 21st July, 2026. The aforesaid listing of the Equity Shares represents a significant development subsequent to the close of the financial year and has strengthened the Company's access to the capital markets.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not invited or accepted any deposits other than exempted deposits as prescribed under the provisions of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time. Accordingly, there are no particulars to report in respect of deposits falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
However, during the financial year, the Company has borrowed money from the Directors of the Company pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and the said amount has not been given out of funds acquired by them by way of borrowing or accepting loans or deposits from others.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the Company's business operations during the financial year ended 31st March, 2026.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:
Conservation of energy-
The operations of the Company involve precision machining, sheet metal fabrication, sub-assembly and related manufacturing processes, which require the use of electrical energy for operating various machinery, equipment and other manufacturing facilities. The Company remains committed to efficient utilisation and conservation of energy across its operations.
The Company regularly monitors energy consumption and undertakes appropriate measures to optimise the use of electricity and improve operational efficiency. Energy-efficient equipment and machinery are used, wherever practicable, and employees are encouraged to adopt responsible energy conservation practices. The Company continues to evaluate opportunities for reducing energy consumption and improving overall energy efficiency as part of its ongoing operational initiatives.
Technology absorption-
i. During the year under review, the Company did not undertake any significant initiatives towards the absorption of new technology. The Company continues to focus on optimising its existing manufacturing processes, improving operational efficiency and maintaining high standards of product quality. The Company remains committed to evaluating and adopting suitable technological advancements, wherever feasible, to enhance its manufacturing capabilities and meet evolving customer requirements.
ii. During the year under review, the Company derived operational benefits through optimisation of its existing manufacturing processes and production practices. The Company continued to focus on improving product quality, manufacturing efficiency and process capabilities to meet the technical and performance requirements of its customers across the railways, aerospace, defence and semiconductor sectors. No specific benefits arising from the absorption of new technology were identified during the year.
iii. In case of imported technology- The Company has not imported any technology during the year;
iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure towards Research and Development during the year.
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
flip \ i)r in rpnne nf ,)| I11,)I mUflnwe ,)rp ac fnllnwe-
|
Particulars
|
Current Year
|
Previous Year
|
| |
(2025-26)
|
(2024-25)
|
| |
(INR)
|
(INR)
|
|
C.I.F. Value of Imports
|
-
|
-
|
|
F.O.B. Value of Exports
|
40,85,92,000
|
7,82,46,000
|
DIRECTORS AND KEY MANAGERIAL PERSONNEL: > RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Rashmi Sridhar Acharya, Non-Executive Director, is liable to retire by rotation and, being eligible, has offered herself for re-appointment. Accordingly, the re-appointment of Mrs. Rashmi Sridhar Acharya as Non-Executive Director of the Company is proposed at the 05th Annual General Meeting (AGM) of the Company.
> CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, there was no change in the Board of Directors and Key Managerial Personnel of the Company except as specified below:
|
Sr.
|
Name of Director & KMP
|
DIN
|
Date of Appointment/ Resignation
|
Nature of Change
|
Date of Change
|
Designation
|
|
1
|
Mr. Sridhar Acharya
|
05341880
|
01-11-2021
|
Change in Designation
|
22-11-2025
|
Managing Director
|
|
2
|
Mrs. Sowmya Madhu
|
09384848
|
01-11-2021
|
Change in Designation
|
22-11-2025
|
Whole-time
director
|
|
3
|
Mr. Madhu Hulisandra Krishnamurthy
|
02332676
|
01-11-2021
|
Change in Designation
|
22-11-2025
|
Whole-time
director
|
|
4
|
Mr. Rashmi Sridhar Acharya
|
08117181
|
01-11-2021
|
Change in Designation
|
22-11-2025
|
Chairman & Non¬ Executive Director
|
|
5
|
Mr. Subramanian Ganesan
|
05129532
|
22-11-2025
|
Appointment
Additional
Independent
Director
|
29-11-2025
|
Independent
Director
|
|
6.
|
Mr. Maniyil Indrabalan
|
10455440
|
22-11-2025
|
Appointment
Additional
Independent
Director
|
29-11-2025
|
Independent
Director
|
|
7.
|
Mr. Srivathsan
Narasimhan
Kumbakonam
|
|
16-10-2025
|
Appointment as Company secretary and compliance officer
|
|
|
|
8.
|
Mr. Ashwath Narayana Halesara Manjunatha
|
|
16-10-2025
|
Appointment as Chief Financial Officer
|
|
|
> DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with the nature of the industry and business model, through an induction program at the time of their appointment as Director Additionally, they are kept informed through presentations on the economy and industry overview, key regulatory developments, strategy, and performance, which are made to the Directors from time to time.
> BOARD OF DIRECTORS:
The Composition of the Board of Directors of the Company as on 31.03.2026 are as follows:
|
Sr.
No.
|
Name
|
Designation
|
|
1.
|
Mr. Sridhar Acharya
|
Managing Director
|
|
2.
|
Mrs. Sowmya Madhu
|
Whole-time director
|
|
3.
|
Mr. Madhu Hulisandra Krishnamurthy
|
Whole-time director
|
|
4.
|
Mrs. Rashmi Sridhar Acharya
|
Non-Executive Director
|
|
5.
|
Mr. Subramanian Ganesan
|
Independent Director
|
|
6.
|
Mr. Maniyil Indrabalan
|
Independent Director
|
> DETAILS OF BOARD MEETINGS
During the year under review, the Board of Directors of Company met 19 (Nineteen) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
|
Sr. No.
|
Date of Board Meeting
|
Directors Strength
|
Directors Present
|
|
1.
|
30-04-2025
|
4
|
4
|
|
2.
|
29-05-2025
|
4
|
4
|
|
3.
|
31-05-2025
|
4
|
4
|
|
4.
|
12-06-2025
|
4
|
4
|
|
5.
|
18-06-2025
|
4
|
4
|
|
6.
|
07-07-2025
|
4
|
4
|
|
7.
|
14-08-2025
|
4
|
4
|
|
8.
|
04-09-2025
|
4
|
4
|
|
9.
|
08-09-2025
|
4
|
4
|
|
10.
|
16-10-2025
|
4
|
4
|
|
11.
|
19-10-2025
|
4
|
4
|
|
12.
|
27-10-2025
|
4
|
4
|
|
13.
|
04-11-2025
|
4
|
4
|
|
14.
|
22-11-2025
|
4
|
4
|
|
15.
|
29-12-2025
|
6
|
6
|
|
16.
|
12-01-2026
|
6
|
6
|
|
17.
|
23-01-2026
|
6
|
4
|
|
18.
|
14-02-2026
|
6
|
6
|
|
19.
|
16-02-2026
|
6
|
6
|
> DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby
confirm 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 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 at the end of the financial year 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 have prepared the annual accounts on a going concern basis;
e) 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.
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.
> BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Director.
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has three (4) Committees viz., Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee & Corporate Social Responsibility to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Non-Executive Director as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2025-26, Two (2) meetings of audit committee held on 29th December 2025, and 16th February 2026.
The Composition of Audit Committee and the details of meetings attended by members during the year are given below.
|
Name of the Director
|
Status in the Committee
|
Nature of Directorship
|
No. of committee Meetings Held & Entitled to Attend
|
No. of committee Meetings Attended
|
|
Mr. S Ganesan
|
Chairman
|
Independent
Director
|
2
|
2
|
|
Mr. Maniyil Indrabalan
|
Member
|
Independent
Director
|
2
|
2
|
|
Mr. Sridhar Acharya
|
Member
|
Managing
Director
|
2
|
2
|
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent Directors and Non-executive Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2025-26, One (1) meeting of the Nomination and Remuneration Committee was held on 29th November 2025.
The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.
|
Name of the director
|
Status in the
|
Nature of
|
No. of committee
|
No. of committee
|
|
committee
|
directorship
|
meetings held &
|
meetings
|
| |
|
|
entitled to attend
|
Attended
|
|
Mr. Maniyil Indrabalan
|
Chairman
|
Independent Director
|
1
|
1
|
|
Mr. S Ganesan
|
Member
|
Independent Director
|
1
|
1
|
|
Mrs. Rashmi Sridhar
|
Member
|
Non-Executive
|
1
|
1
|
|
Acharya
|
Director
|
STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Non-executive Director, and Two Independent Director as its members. The Chairman of the Committee is a Non-Executive Director.
During the Financial year 2025-26, One (1) meeting of Stakeholder Relationship Committee was held on 29th November 2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
|
Name of The Director
|
Status In the Committee
|
Nature of Directorship
|
No. of Committee Meetings Held & Entitled to Attend
|
No. of Committee Meetings Attended
|
|
Mrs. Rashmi Sridhar acharya
|
Chairman
|
Non-executive
Director
|
1
|
1
|
|
Mr. Sridhar acharya
|
Member
|
Managing Director
|
1
|
1
|
|
Mr. S Ganesan
|
Member
|
Independent Director
|
1
|
1
|
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the financial year ended 31st March, 2026, the Company incurred CSR expenditure of INR 7,39,445.00/- (Rupees Seven Lakhs Thirty-nine Thousand four hundred forty five only). The CSR initiatives of the Company were undertaken in the areas of Promoting Education Activity, Education & Literacy, Health & Family Welfare, Eradicating Hunger and Poverty, Agriculture and Rural Development, and Poverty Alleviation.
Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure I, outlining the main initiatives undertaken during the year under review. Further, the Company has obtained a certificate from the Chief Financial Officer as required under Section 135 of the Companies Act, 2013.
CSR Policy of the Company: The CSR Policy of the Company is available on the website of the Company at https://millworksindia.com/wp-content/uploads/2025/12/Policy-of-CSR.pdf.
The projects undertaken by the Company are within the broad framework of Schedule VII of the Companies Act,
2013.
ANNUAL RETURN
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company athttps:/ / millworksindia.com/investors/
STATUTORY AUDITORS' AND AUDITORS' REPORT
The Auditor, M/s. Vishnu Daya & Co LLP Chartered Accountants, (FRN: 008456S/S200092) were appointed as Statutory Auditor of the Company to hold office from the 01st AGM to the 6th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.
Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
There are no qualifications or adverse remarks in the Auditor's Report.
INTERNAL AUDITOR
The provisions relating to the appointment of an Internal Auditor under Section 138 of the Companies Act, 2013 was not applicable to the Company for the year under review.
COST AUDITOR
Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2025-26.
SECRETARIAL AUDITOR
The provisions of secretarial audit and appointment of secretarial auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies (Appointment and Remuneration) Rules, 2014, was not applicable to the company for the year under review.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
PARTICULARS OF EMPLOYEES
During the year under review, the Company was not listed. Therefore, the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee during the period.
RISK MANAGEMENT POLICY
Risk Management is an integral part of the Company's business strategy. The Company governs the risk management process through Risk Management Framework which is overseen by the Audit Committee and Board. The Risk Management Framework covers integrated risk management mainly comprising of strategic risks, financial risks, operational risks, reputation risks, investment risks, people risk, Legal and Regulatory Risks, Compliance risks and other risks. The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties' transactions entered during the year. Accordingly, as per the third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions.
The form AOC- 2 is attached as Annexure-II with this Report.
> POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION
Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction
has been available on the website of the Companyhttps://millworksindia.com/wp- content/uploads/2025/12/Related-Party-Transaction-Pohcy.pdf
> BUSINESS RISK MANAGEMENT
The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company athttps://millworksindia.com/wp- content/uploads/2025/12/Risk-Management-Policy.pdf
> VIGIL MECHANISM/WHISTLE BLOWER MECHANISM
In accordance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism by adopting a Whistle Blower Policy for the Directors and employees to report genuine concerns or grievances. The administration of the vigil mechanism is ensured through the Audit Committee. The Policy may be accessed on the Company's website at the link. https://millworksindia.com/wp-
content/uploads/2025/12/Whistle-blower-policy.pdf
This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
> POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://millworksindia.com/wp-content/uploads/2026/02/Materiality-Policy.pdf
> SECRETARIAL STANDARD
Your directors' states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.
> OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.
> 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 on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.
The following is the Summary of sexual harassment complaints received and disposed off during the FY 2026:
|
Sr. No.
|
Particulars
|
Nos.
|
|
1.
|
Number of complaints of sexual harassment received in the year
|
Nil
|
|
2.
|
Number of complaints disposed of during the year; and
|
N.A.
|
|
3.
|
Number of cases pending for more than ninety days.
|
N.A.
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DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
The summary of maternity benefit-related records for the financial year is as follows:
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Sr.
No.
|
Particulars
|
Nos.
|
|
1.
|
Number of women employees working
|
33
|
|
2.
|
Number of women employees eligible for Maternity Benefit
|
0
|
|
3.
|
Number of women employees who availed Maternity Benefit
|
0
|
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.
SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER
During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT
Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
Registered Office: By Order of the Board of Directors of
No.458/1 10th A Cross Phase -4, MILLWORKS TECHNOLOGIES LIMITED
Peenya Industrial Area, Peenya Small Industries,
Bangalore, Bangalore North, Karnataka, India, 560058
Sd/- Sd/-
Date: 05 th September, 2026 Sridhar Acharya Madhu Hulisandra Krishnamurthy
Place: Bangalore Managing Director Whole Time Director
DIN: 05341880 DIN: 02332676
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