Milgrey Finance and Investments Ltd. is an Indian listed financial services entity currently undergoing a radical strategic transformation. Historically a traditional investment firm, the company is pivoting toward the **Virtual Digital Asset (VDA)** economy and aggressive inorganic expansion within the **Non-Banking Financial Company (NBFC)** sector. While the company is scaling its capital base to support these new frontiers, it simultaneously faces significant legacy regulatory challenges and operational stagnation. --- ### **Corporate Structure and Governance Framework** The company operates as a standalone entity with **no subsidiaries**, maintaining a lean operational profile focused on **Accounting, Finance, and Stock Market** activities. * **Registered Office:** Kandivali East, Mumbai, Maharashtra. * **Governance Oversight:** Operations are governed by a Board of Directors supported by three mandatory committees: **Audit**, **Stakeholder Relationship**, and **Nomination & Remuneration**. * **Regulatory Compliance:** Financial statements are prepared in accordance with **Indian Accounting Standards (Ind AS)** under **Section 133** of the Companies Act, 2013. * **External Oversight:** * **Statutory Auditor:** Mohandas & Co. * **Secretarial Auditor:** CS Laxminarayan Krishnamoorthy. --- ### **Strategic Pivot: Digital Assets and DeFi Integration** Milgrey has recently amended its **Memorandum of Association (MoA)** to position itself at the intersection of traditional finance and blockchain technology. The new core business objectives include: * **VDA Investment & Treasury:** The authority to **acquire, hold, and invest** in **Bitcoin**, cryptocurrencies, digital tokens, **NFTs**, and stable coins. These assets are intended for treasury management and inflation hedging. * **Decentralized Finance (DeFi):** Engaging in **staking, lending, and borrowing** against digital assets and participating in global DeFi protocols. * **Infrastructure Development:** Establishing custody solutions, including **cold wallets** and **multi-signature wallets**, while maintaining compliance with **KYC, AML, and PMLA** obligations. --- ### **Inorganic Growth and Capital Augmentation** To support its new strategic direction, the company is aggressively expanding its financial footprint through acquisitions and capital market activities. * **NBFC Acquisition:** In **September 2025**, the Board approved the acquisition of **Mayoga Investments Limited**, a fellow NBFC, subject to successful due diligence. * **Capital Base Expansion:** The Board has proposed a significant increase in **Authorised Share Capital** from **Rs. 36 Crore to Rs. 65 Crore** (as of January 2026). * **Fundraising:** The company is actively pursuing the **issue of shares on a preferential basis** to fund its entry into digital assets and the acquisition of Mayoga Investments. --- ### **Evolution of Capital Structure** The company has seen a rapid increase in its equity base through the conversion of warrants and proposed preferential issues. | Date | Action | Resulting Status / Capital | | :--- | :--- | :--- | | **May 2022** | Issuance of Convertible Equity Warrants | Issued at **Rs. 16/-** (Face Value **Rs. 10/-**) | | **Oct 2023** | Conversion of **1,95,51,250** warrants | Paid-up capital rose to **Rs. 21.54 Crore** | | **March 2024** | Outstanding Warrant Consideration | **75% balance** remains under process | | **Jan 2026** | Proposed Capital Increase | Target Authorised Capital: **Rs. 65 Crore** | --- ### **Leadership and Management Transitions** The company has experienced frequent leadership changes to align with its evolving business model: * **Current Leadership:** **Mr. Sandeep Gorakh Girase** was appointed as **Managing Director** in **October 2025**. * **Previous Tenure:** **Mr. Nirmal Lunkar** served as MD from **August 2024** to **October 2025**, bringing **15+ years** of finance experience. * **Board Oversight:** **Ms. Kinjal Vora** was appointed as an **Additional Independent Director** in **January 2025** to enhance governance during the transition. * **Promoter Influence:** The company was previously led by **Mahendra Kumar Rajmal Bachhawat**, a promoter director with a background in Real Estate. --- ### **Financial Performance Summary** Milgrey maintains a modest financial scale with limited bottom-line growth, leading to a conservative dividend policy. | Metric | FY 2023-24 (Audited) | | :--- | :--- | | **Revenue from Operations** | **Rs. 12,00,000** | | **Profit Before Tax (PBT)** | **Rs. 1,75,818** | | **Dividend Recommended** | **Nil** | | **Transfer to Reserves** | **Nil** | | **Authorized Share Capital** | **Rs. 36,00,00,000** | | **Paid-up Share Capital** | **Rs. 21,54,12,500** | *Note: As of August 2025, the company has transitioned to reviewing Un-Audited Financial Results for the quarter ended June 30, 2025, to ensure SEBI (LODR) compliance.* --- ### **Critical Risk Factors and Regulatory Non-Compliance** Investors should note significant operational and statutory headwinds that threaten the company’s "Going Concern" status. #### **1. Operational Stagnation and Net Worth Erosion** * **Lack of Activity:** The company has had **no significant operations** or active projects for the last **4-5 years**. * **Financial Distress:** Accumulated losses have **substantially eroded the company's net worth**. Auditors have expressed **material uncertainty** regarding the company's ability to continue as a going concern. #### **2. Material Statutory Violations** * **Unauthorized Fund Diversion:** Funds raised via preferential allotment (intended for working capital) were diverted to provide **interest-free loans** to **Ambe Securities Pvt. Ltd.** and **Profin Capital Services Ltd.** * **Filing Lapses:** Failure to file **Form SH-7** (increase in capital) and **Form PAS-3** (return of allotment) with the Registrar of Companies. * **Illegal Deposits:** Unsecured loans from directors and third parties were found to be in violation of **Sections 73 to 76** of the Companies Act regarding the acceptance of deposits. #### **3. Governance and Market Penalties** * **BSE Sanctions:** A fine of **Rs. 1,13,280** was imposed for **LODR 27(2)** non-compliance, leading to the **freezing of a promoter's demat account**. * **Director Disqualifications:** The DINs of three directors (**Mr. Nirdesh Bharat Shah, Mr. Manav Kumar, and Ms. Neelam**) were deactivated due to **KYC non-compliance**. #### **4. Financial Risk Management** The company categorizes its financial risks into three primary buckets: * **Credit Risk:** Managed via an internal rating system; currently, all loans are categorized as **Low Risk** (12-month expected credit loss). * **Liquidity Risk:** All financial liabilities are current, maturing within **12 months**. * **Market Risk:** Exposure remains high regarding interest rate fluctuations and the inherent volatility of the newly targeted **Virtual Digital Asset** market.