Milestone Furniture541337Board key decisions

Board clears capital structure in-principle, defers OCD share allotment, calls off UMT Infra deal

Board meeting outcome, 23 October 2026 — several decisions taken together.

By ScoutQuest · Fri 23 Oct 2026, 9:49 PM IST · 4 min read

32.56%Equity shareholding

Equity shareholding: 32.5622%.

OCD Conversion Notices: ₹5,74,60,000
Dividend FY 2025-26: No dividend recommended
Company Secretary Resignation: Abhishek Pokharna, effective 20 September 2026

The board of Milestone Furniture met on 23 October 2026 and cleared a long agenda covering a debenture conversion, a called-off acquisition, a management exit, a proposed capital structure, auditor appointments and the annual general meeting.

OCD conversion: notices taken on record, allotment deferred

The board took on record formal conversion notices from holders of Unlisted Secured Optionally Convertible Debentures (OCDs) seeking conversion of OCDs aggregating ₹5,74,60,000 into equity shares.
Conversion is as per terms of issue previously approved by shareholders under Section 62(3) of the Companies Act, 2013.
The board noted an inadvertent omission in obtaining prior in-principle approval under Regulation 28(1) of the SEBI Listing Regulations at the time the OCDs were originally issued.
Accordingly, the board resolved to defer formal allotment of the resulting equity shares until post-facto in-principle approval is received from the stock exchange.
Directors were authorised to file condonation and in-principle approval applications and to pay applicable Standard Operating Procedure (SOP) fines or penalties, if any, to cure the defect.

What this means: the conversion request is acknowledged, but no new equity shares will be allotted until the exchange approval comes through. Until then the conversion does not translate into issued share capital.

Acquisition talks called off

The board approved formal discontinuation and termination of all discussions, negotiations and non-binding understandings/term sheets with UMT Infra Projects Private Limited with immediate effect.
Reason: after due diligence and valuation assessments, the parties could not arrive at mutually viable commercial terms, valuation criteria or closing conditions.
The termination carries no continuing financial, operational or legal liability to the company.

Company Secretary exits

The board took note of and accepted the resignation of Mr. Abhishek Pokharna as Company Secretary and Compliance Officer (Key Managerial Personnel).
Effective from the close of business hours on 20 September 2026.
Stated reason: a new professional opportunity with another organisation.
The company will file e-Form DIR-12 with the Registrar of Companies.

Proposed equity share capital structure (in-principle)

Existing equity shareholding: 32.5622%
Proposed sweat equity shares: 5.2576%
Proposed ESOP allocation: 24.5356%
The board gave in-principle approval to the proposed structure and authorised update of the requisite in-principle applications with BSE before any issuance, conversion or allotment. This is subject to confirmation of final share quantities, statutory valuations and shareholder approval.
The ESOP figure is a contemplated option pool; it does not become issued equity share capital until options are exercised and shares are allotted.

FY 2025-26 accounts and dividend

The board approved the audited financial statements for the year ended 31 March 2026 and took on record the Independent Auditor's Report.
It also approved the Board's Report along with statutory annexures for FY 2025-26.
The financial statements are recommended to members for adoption at the 12th AGM.
No dividend has been recommended on equity shares for FY 2025-26, to conserve financial resources for operational requirements.

Director regularisation recommended to shareholders

Mr. Akash Chugh, appointed Additional Director (Non-Executive & Independent) on 18 August 2026, is recommended for regularisation as Non-Executive Independent Director, not liable to retire by rotation, for a first term of 5 consecutive years from 18 August 2026 to 17 August 2031.
Ms. Vaishali Balasaheb Jagtap, also appointed Additional Director on 18 August 2026, is recommended for regularisation as Executive Director in professional capacity under Schedule V of the Companies Act, 2013, liable to retire by rotation.
Both recommendations come from the Nomination and Remuneration Committee and go to shareholders at the 12th AGM.

Auditors and scrutinizer

M/s Gupta Rajesh & Associates, Chartered Accountants, is recommended as statutory auditor for 5 consecutive financial years, from FY 2026-27 to FY 2030-31, holding office from the conclusion of the 12th AGM until the conclusion of the 17th AGM.
M/s Arshiya Jain & Associates, Practising Company Secretaries (peer reviewed firm), was approved as secretarial auditor for 5 consecutive financial years, FY 2026-27 to FY 2030-31.
Ms. Navjeet Kaur, Advocate, was appointed scrutinizer for the remote e-voting and the voting at the 12th AGM.

12th AGM and e-voting schedule

AGM on Saturday, 14 November 2026 at 12:30 P.M. IST, through video conferencing/other audio-visual means, with the company's branch office in Mohali as the venue.
Cut-off date for remote e-voting: 7 November 2026.
Book closure: 8 November 2026 to 14 November 2026, both days inclusive.
Remote e-voting window: 11 November 2026, 9:00 A.M. to 13 November 2026, 5:00 P.M.

Overall, the update mixes procedural housekeeping with a few items that can move the equity story: a deferred conversion, a dropped acquisition and no dividend for the year.

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