Board Defers OCD Conversion Allotment, Raises Authorised Capital to Rs.60 Crore, Auditor Change & ESOP 2026

Conversion notices taken on record from holders of unlisted secured Optionally Convertible Debentures aggregating ₹5,74,60,000.

Tue 29 Sep 2026

OCD Conversion Amount

₹5,74,60,000

Authorised Capital Increase

From ₹10,00,00,000 to ₹60,00,00,000

Authorised Shares Increase

From 1,00,00,000 shares to 6,00,00,000 shares of ₹10 each

Outgoing Auditor

R. Daga & Company (FRN 328421E), resigned w.e.f. 28.07.2026

Incoming Auditor

Gupta Rajesh & Associates (ICAI FRN 009888N), appointed w.e.f. 17.09.2026

What was decided

The Board of Directors met on 17 September 2026 (3:00 P.M. to 5:15 P.M.) and approved several items.

OCD conversion and deferred allotment

• Formal conversion notices were received from holders of Unlisted Secured Optionally Convertible Debentures aggregating ₹5,74,60,000, seeking conversion into equity shares.
• The Board acknowledged a procedural omission: prior in-principle approval under Regulation 28(1) of SEBI LODR had not been obtained.
• Allotment has therefore been deferred until post-facto in-principle approval is received from the stock exchanges; condonation applications were authorised.

For investors, this means new shares from the OCD conversion are not yet issued, and the timing depends on exchange approval.

Authorised share capital

• Proposed increase from ₹10,00,00,000 divided into 1,00,00,000 equity shares of ₹10 each to ₹60,00,00,000 divided into 6,00,00,000 equity shares of ₹10 each.
• Clause V (Capital Clause) of the Memorandum of Association will be altered accordingly, subject to shareholder approval.

Authorised capital is the ceiling up to which shares can be issued; it is a headroom change, not an issue of shares by itself. A larger headroom can, over time, allow more issuance and dilution.

Auditor change

• M/s. R. Daga & Company (FRN 328421E) resigned as Statutory Auditors with effect from 28.07.2026, by letter dated 28.07.2026.
• The resigning auditor confirmed no material concerns other than those stated in the resignation letter.
• M/s. Gupta Rajesh & Associates (ICAI FRN 009888N) appointed to fill the casual vacancy with effect from 17.09.2026, to hold office until the conclusion of the ensuing AGM, subject to shareholder approval within three months.

AGM extension

The company will apply to the Registrar of Companies, Maharashtra, under the third proviso to Section 96(1) of the Companies Act, 2013, seeking a three month extension for holding the AGM for the year ended 31 March 2026.

Branch office decision withdrawn

Commercial negotiations for premises at 401, Makhija Royale, S. V. Road, Khar West, Mumbai did not materialise. No lease was executed and no branch office was opened or operated there. The Board formally rescinded and withdrew the earlier resolution passed on 16 December 2025.

ESOP 2026

The Board approved the draft 'Milestone Furniture Limited - Employee Stock Option Scheme 2026' under Section 62(1)(b) of the Companies Act, 2013 and the SEBI SBEB Regulations, on the recommendation of the Nomination and Remuneration Committee, subject to shareholder approval by Special Resolution.

How to read this

The package mixes growth-related steps (capital headroom, employee stock options) with housekeeping and remediation items (deferred allotment due to a missed prior approval, auditor change, AGM extension). Several items still require shareholder or regulatory approval before they take effect.

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