Directors Report of Midwest Gold Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the THIRTY FIFTH ANNUAL REPORT together
with the Audited (Standalone & Consolidated) Financial Statements of the Company for the
financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended March 31, 2025, is
summarized below.

(Amount in Lakhs)

PARTICULARS	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Gross Revenue	181.66	109.64	113.84	-
Total Expenditure	575.76	339.26	798.41	-
Profit/(Loss) before tax (PBT )	(394.10)	(229.62)	(684.57)	-
Less: Tax Expenses	-	-	(0.74)	-
Profit/(Loss) after tax	(394.10)	(229.62)	(683.83)	-
Total other comprehensive Income / Loss	0.39	(1.58)	1.65	-
Total comprehensive Income/Loss	(393.71)	(231.20)	(682.17)	-
EPS	(8.71)	(7.02)	(12.36)	-

Standalone Performance:

Your Company achieved a total revenue of '' 181.66 lakhs during the financial year 2024-25,
which includes turnover of '' 44.64 lakhs and other income of '' 137.02 lakhs, as compared to
''109.64 lakhs in the previous year, comprising turnover of '' 104.53 lakhs and other income of ''
5.11 lakhs.

The operations resulted in a total comprehensive loss of '' 393.71 lakhs in FY 2024-25, as compared
to a loss of '' 231.20 lakhs in FY 2023-24.

Consolidated Performance:

On a consolidated basis, your Company recorded a turnover of '' 77.58 lakhs and other income of
'' 36.26 lakhs during the year. The consolidated operations resulted in a total comprehensive loss
of '' 682.17 lakhs for FY 2024-25.

2. CHANGE IN PROMOTER & CESSATION OF SUBSIDIARY STATUS:

During the year under review, Midwest Limited (formerly Midwest Granite Private Limited),
the erstwhile holding company of Midwest Gold Limited, divested its entire shareholding
comprising 23,09,500 equity shares, representing 70.63% of the paid-up equity share capital
of the Company, in favor of Mr. Rama Raghava Reddy Kollareddy, Promoter of Midwest
Limited.

The transfer of shares was effected pursuant to a Share Purchase Agreement at a price of

'' 22.75 per equity share, determined on the basis of a valuation report issued by a SEBI-

registered valuer.

Following this acquisition, Mr. Rama Raghava Reddy Kollareddy became the Promoter of

the Company, and as a result, Midwest Gold Limited ceased to be a subsidiary of Midwest

Limited.

3. PREFERENTIAL ISSUE:

? Preferential Issue of Equity Shares for Consideration Other than Cash

1. The Board of Directors in their meeting held on November 07 2024 approved the
acquisition of 4,71,59,690 equity shares representing 97.40% of the share capital of
Midwest Energy Private Limited ("Target Company") by way of swap of shares.

2. The shareholders of the Company, by way of a Special Resolution passed through Postal
Ballot on December 18, 2024, approved the issuance and allotment of up to 46,23,281
equity shares of '' 10/- each at an issue price of '' 85.61/- per share on a preferential
basis ("Preferential Issue") for consideration other than cash (i.e., by way of share swap)
to Mr. Rama Raghava Reddy Kollareddy, a shareholder of Midwest Energy Private
Limited.

3. The Board of Directors of the Company, at its meeting held on January 31, 2025, approved
the allotment of 46,21,770 equity shares of '' 10/- each at an issue price of '' 85.61 / - per
share on a preferential basis to Mr. Rama Raghava Reddy Kollareddy, a promoter of the
Company, for consideration other than cash.

? Preferential Issue of Equity Shares for Cash

1. The Board of Directors in their meeting held on November 07 2024 approved a proposal
to raise funds by way of a preferential issue of equity shares for cash to non-promoter
public category investors, in accordance with Sections 42 and 62 of the Companies Act,
2013 and the applicable SEBI regulations.

2. The shareholders of the Company, by way of a Special Resolution passed through Postal
Ballot on December 18, 2024, approved the issuance and allotment of up to 34,00,896
equity shares of '' 10/- each at an issue price of '' 250/- per share on a preferential basis
("Preferential Issue") for cash.

3. The Board of Directors of the Company, at its meeting held on January 31, 2025, approved
the allotment of 31,56,176 equity shares of '' 10/- each at an issue price of '' 250/- per
share (including premium of '' 240), aggregating to '' 78.90 crores to various non¬
promoter investors.

Variation in Objects of Preferential Issue

During the year under review, the shareholders of the Company, by way of a Special Resolution
passed through Postal Ballot on March 26, 2025, approved the alteration, variation, and ratification
of the objects of the preferential issue of equity shares made pursuant to the resolution dated
December 18, 2024.

The revised objects, inter alia:

? For Prepayment or repayment of all or a portion of certain outstanding borrowings including
repayment of loans to promoters which were availed by our company or subsidiary
companies not exceeding Rs.20,03,44,000/-;

? To invest and / or grant loan in companies, body corporates including subsidiary companies
for future expansion plans & activities, financing future growth opportunities not exceeding
Rs.19,00,00,000/-;

? For working capital requirements of the company or subsidiary companies not exceeding
Rs.20,27,00,000/-. Working Capital needs of subsidiaries will be met by availing loan from
parent company; and

? To meet general corporate purposes of the company or the subsidiary companies or any
other purposes of the business as decided by the board which shall not exceed 25% of the
total issue size i.e. not exceeding Rs.19,60,00,000/-. The General Corporate purpose of the
subsidiaries will be met by availing loan from parent company.

Reason and Justification for variation of the objects of the Preferential Issue:

To enhance operational efficiency, support its subsidiaries, and align with strategic priorities, it
was proposed to:

• Enable fund allocation for subsidiary companies to support their operational and financial
requirements.

• Provide flexibility to repay loans availed by the Company and its subsidiary companies,
which will strengthen the consolidated financial position.

• Expand the scope of general corporate purposes, allowing the Company to address dynamic
business needs effectively.

4. TRANSFER TO GENERAL RESERVES:

Your Directors do not propose to transfer any amount to general reserves for the financial
year ended March 31, 2025.

5. DIVIDEND:

Considering the operating loss in current year and accumulated losses, your Directors does
not recommend any dividend for the FY 2024-2025.

6. DEPOSITS:

The Company has not accepted any deposits from public during the year and as such, there
is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL:

During the year under review the following changes were made in the share capital of the
Company:

1. 46,21,770 equity shares of face value '' 10/- each were allotted on January 31, 2025, to Mr.

Rama Raghava Reddy Kollareddy, Promoter of the Company, at an issue price of ''85.61/-
per share. This allotment was made for consideration other than cash, pursuant to a share
swap arrangement for the acquisition of 4,71,59,690 equity shares of Midwest Energy Private
Limited, representing 97.40% of its equity share capital, from Mr. Rama Raghava Reddy
Kollareddy.

2. 31,56,176 equity shares of face value ''10/- each were also allotted on January 31, 2025, to

investors belonging to the non-promoter public category, at an issue price of ''250/- per
share, including a premium of ''240/- per share, for cash consideration.

Pursuant to the above allotments, the issued, subscribed and paid-up share capital of the Company
increased from Rs. 3,27,00,000/- (comprising 32,70,000 equity shares of Rs. 10/- each) to
'' 11,04,79,460/- (comprising 1,10,47,946 equity shares of Rs. 10/- each).

There was no change in the authorized share capital of the Company, which stands at Rs.
20,00,00,000/- (comprising of 2,00,00,000 equity shares of Rs. 10/- each).

Except as stated above, the Company has not issued any other shares, instruments convertible
into equity shares, shares with differential voting rights, or sweat equity shares during the year
under review.

8. MEETINGS OF THE BOARD:

The Board met eight (8) times during the financial year 2024-25, the details of which are
given in the Corporate Governance Report forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act,
2013 (the "Act") and SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 (the "Listing Regulations").

9. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of the business activities of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

Retirement by Rotation

Mr. Baladari Satyanarayana Raju (DIN-01431440), Whole time Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment in accordance with the provisions of Section 152(6) and other applicable
provisions of the Act. Your directors have recommended for his reappointment.

Appointment of Mr. Somasekhar Reddy Bhimavarapu as Non-Executive Independent
Director of the Company

The Board on the recommendation of Nomination and Remuneration Committee at its
meeting held on April 10, 2025 appointed Mr. Somasekhar Reddy Bhimavarapu (DIN:
06457285) as an Additional Director under the category of Non-Executive Independent
Director of the Company with effect from April 10, 2025.

His appointments as an Independent Director for a term of five (5) years with effect from
April 10, 2025 was regularized by the shareholders by passing special resolution through
postal ballot on July 07, 2025.

Resignation of Mr. Srinivasappa Anand Reddy as a Chief Financial Officer of the Company

Mr. Srinivasappa Anand Reddy tendered his resignation from the post of Chief Financial
Officer of the Company with effect from April 10, 2025.

Appointment of Mr. Palepu Venkatachala Ramakrishna as a Chief Financial Officer of the
Company

Mr. Palepu Venkatachala Ramakrishna was appointed by the board in their meeting held on
April 10, 2025 as a Chief Financial Officer of the Company with effect from April 11, 2025.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director that he /
she meets the criteria of independence laid down in Section 149(6), Code for independent
directors of the Act and Regulation 16(1)(b) of the Listing Regulations.

12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board,
in consultation with its Nomination and Remuneration Committee, has formulated a
framework containing, inter-alia, the criteria for annual performance evaluation process of
Board, Committees and Directors.

The annual performance evaluation was conducted in accordance with the framework and
each board member completed the questionnaire, sharing vital feedback and identified areas
that showed scope for improvement.

The overall outcome of the performance evaluation was satisfactory with the Board
identifying key areas for focus going forward and improving the effectiveness of discussions
at the meetings.

13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the year under review, your Company acquired 4,71,59,690 equity shares of Midwest
Energy Private Limited, representing 97.40% of its equity share capital, from Mr. Rama
Raghava Reddy Kollareddy through a share swap arrangement on January 31, 2025.

Subsequent to the end of the financial year, the Board of Directors at its meeting held on May
29, 2025, approved the acquisition of the remaining 12,60,010 equity shares, representing
2.60% of the equity share capital of Midwest Energy Private Limited. Following the
acquisition, Midwest Energy Private Limited became a wholly owned subsidiary of your
Company effective June 06, 2025.

Step-down Subsidiaries and Step-down Joint Venture:

Midwest Energy Private Limited, being a wholly-owned subsidiary of your Company, has a
total of Six (6) subsidiary companies, including Three (3) foreign subsidiaries, and one (1)
joint venture.

Accordingly, the following entities are considered as step-down subsidiaries or step-down
joint venture Companies of Midwest Gold Limited:

Step-down Subsidiaries:

• Midwest Advanced Materials Private Limited - Step-down Subsidiary

• Christian Michelsen Energy Private Limited - Wholly Owned Step-down Subsidiary

• Midwest Energy Devices Private Limited - Wholly Owned Step-down Subsidiary

• Energy Materials Private Limited (Sri Lanka) - Step-down Foreign Subsidiary

• Midwest Energy Devices INC (USA) - Wholly Owned Step-down Foreign Subsidiary

• National Solar Management LLC (USA) - Subsidiary Company of Midwest Energy
Devices INC (USA).

Step-down Joint Venture:

• M&M Plasma Systems Private Limited - Step-down Joint Venture Company (through
Midwest Energy Private Limited)

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient
features of the financial statements of the Company''s subsidiaries, in the prescribed format
Form AOC-1, is attached as "Annexure - I" to this Report.

Further, in compliance with Section 136 of the Act, the standalone and consolidated financial
statements of the Company, along with relevant documents and the separate audited financial
statements in respect of its subsidiaries, are available on the Company''s website at : https:/
/www.midwestgoldltd.com/financial.html.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT:

There were no material changes and commitment affecting the financial position of the
Company since the close of the financial year i.e. March 31, 2025 till the date of this Report,
other than those already disclosed in this Report.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

In pursuant to the provisions of the Section 134 (3)(n) of the Act, the Company has formulated
risk management policy to mitigate and manage the risk including identification there in of
elements of risk, if any, which in the opinion of Board may threaten the existence of the
company. The policy on Risk Management is available on website of the Company at https:/
/www.midwestgoldltd.com/pdf/Risk Management Policy.pdf

16. CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Act, every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five
crore or more during the immediately preceding financial year shall constitute CSR
Committee and formulate a Corporate Social Responsibility (CSR) Policy. Since, the Company
does not fall under mentioned criteria during the immediately preceding financial year, the
provisions of Section 135 of the Act, Schedule VII and the rules made thereunder are not
applicable to the Company.

Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014 is not applicable.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT:

Details of Loans, Guarantees and Investments covered under Section 186 of the Act, are
given in the notes to the financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

All related party transactions that were entered into during the financial year under review
were at 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 Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. Accordingly there is no transaction to be reported in
Form AOC-2.

All related party transactions are placed before the Audit Committee for approval. The detail
of the policy on Related Party Transactions as approved by the Board of Directors and Audit
Committee is available on the Company''s website at https://www.midwestgoldltd.com/
pdf/Policy on Related Party transactions.pdf

Members may refer to Notes of the Financial Statement which sets out related party
disclosures pursuant to Ind AS.

19. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors''
appointment and remuneration and other matters ("Nomination and Remuneration Policy")
which is available on the website of your Company at www.midwestgoldltd.com.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions
of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information regarding Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo as required by section 134(3)(m) of the Act read with Rule8(3) of the
Companies (Accounts) Rules, 2014 are given as "Annexure-II" and forms part of this report.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place an adequate system of internal control commensurate with
its size and nature of business. These systems provided a reasonable assurance in respect of
providing financial and operational information complying with applicable statutes safe
guarding assets of the Company and ensuring compliance with Corporate Policies.
Procedures to ensure conformance with policies, standards and delegation of authority have
been put in place covering all activities.

The Audit Committee reviews adherence to the internal control system and internal audit
reports. Further the Board reviews the effectiveness of the Company''s internal control system.

23. AUDITORS:

STATUTORY AUDITORS

M/s. Majeti & Co., Chartered Accountants (Firm Registration No. 015975S), were appointed
as the Statutory Auditors of the Company at the 32nd Annual General Meeting held on
September 28, 2022, for a term of five consecutive years, commencing from the conclusion of
the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting,
to be held for the financial year 2026-27.

M/s. Majeti & Co. have confirmed their eligibility that they are not disqualified from
continuing as Statutory Auditors under the provisions of the Act.

The Statutory Audit Report issued by M/s. Majeti & Co. on the Audited Standalone and
Consolidated Financial Statements of the Company for the financial year 2024-25 forms
part of this Annual Report.

There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditor''s
Report on the Standalone Financial Statements for the financial year 2024-25. However, the
Auditor''s Report on the Consolidated Financial Statements contains one audit qualification,
which is self-explanatory and does not call for any further comments from the Board.

Further, the Statutory Auditors have not reported any instance of fraud by the Company or
on the Company by its officers or employees under the second proviso to Section 143(12) of
the Act.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Act read with rules made there under, M/s.
Bhuvan Kotha, & Co., Chartered Accountant, was appointed as the Internal Auditors of the
Company to conduct an internal audit of the functions and activities of the Company for the
Financial Year 2024-25.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, CS Munesh Kumar Gaur, Practicing
Company Secretary (ACS: 39597), was appointed to conduct the Secretarial Audit for the
Financial Year 2024-25.

The Secretarial Audit report for the financial year ended March 31, 2025 is attached herewith
as "Annexure-III". The said report does not contain any reservation, qualification or adverse
remark.

Pursuant to Regulation 24A of the Listing Regulations and Master Circular No. SEBI/HO/
CFD / PoD2 / CIR/P / 0155 dated November 11, 2024, issued by Securities and Exchange Board
of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2024¬
2025, from Mr. Munesh Kumar Gaur, Practicing Company Secretary on compliance of all
applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of
the same has been submitted to the Stock Exchanges on May 21, 2025.

In compliance with the provisions of the Listing Regulations, the Board of Directors has
approved and recommended appointment of Mr. Munesh Kumar Gaur, Practicing Company
Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial
years, from FY 2025-2026 to FY 2029-2030.

The resolution seeking shareholders'' approval for the same forms part of the Notice convening
the 35th Annual General Meeting of the Company.

CS Munesh Kumar Gaur has consented to the said appointment and confirmed that his
appointment, if made, would be within the limits specified in the Act & Rules made
thereunder and the Listing Regulations and as given in SEBI Circular No.: SEBI/ HO/CFD/
CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.

He has further confirmed that he is not disqualified to be appointed as Secretarial Auditors
in terms of disqualifications in terms of provisions of the Act & Rules made thereunder and
the Listing Regulations and as mentioned in SEBI Circular No.: SEBI/ HO/CFD/CFD-PoD-
2/CIR/P/2024/185 dated December 31, 2024.

COST RECORDS & AUDIT:

During the year under review, the maintenance of cost records and the requirement of cost
audit, as prescribed under Section 148 of the Act read with the applicable rules, were not
applicable to the Company.

24. ANNUAL RETURN:

Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return as on March
31, 2025 is being placed on website of the Company www.midwestgoldltd.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 of the Listing
Regulations forms part of this Report as "Annexure- IV".

26. CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance as specified in the Listing regulations are
applicable to the Company, as the paid-up share capital and net worth of the Company have
exceeded the threshold limits of ''10 crores and ''25 crores respectively, as per the latest
audited financial statements.

The Company has accordingly implemented the necessary governance practices and
procedures in compliance with the applicable provisions of the Listing Regulations.

A separate report on Corporate Governance, is annexed herewith as "Annexure-V" and
forms part of this Annual Report and a Certificate on Corporate Governance compliance for
the financial year ended on March 31, 2025 issued by CS Munesh Kumar Gaur, Practicing
Company Secretary, is also attached herewith as "Annexure-VI".

27. WHOLETIME DIRECTOR & CFO CERTIFICATE:

The certificate required under Regulation 17(8) of the Listing Regulations, duly signed by
the Whole time Director and CFO of the Company was placed before the Board. The same is
provided as an "Annexure-VII" to this report.

28. COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors has constituted three Committees, all of which have been mandatorily
established in compliance with the provisions of the Act and the Listing Regulations. The
Board has adopted charters outlining the roles and responsibilities of each of these
Committees.

The following Committees have been constituted to oversee and monitor matters within
their respective terms of reference:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details regarding the composition of these Committees, their terms of reference, number of
meetings held during the year, attendance of members, and other relevant particulars are
provided in the Corporate Governance Report, which forms part of this Annual Report.

The Board has accepted all the recommendations of the Committees.

29. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:

As none of the directors of the Company are paid remuneration, the ratio of remuneration of
each director to the median employee is not applicable. However, remuneration has been
paid to Key Managerial Personnel and details are detailed below:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25 and ratio of the remuneration of each
Director to the median remuneration of employees of the Company for the financial year
2024-25, are as under:

S. No.	Name of Director/ KMP and designation	Remuneration of Director/ KMP for the financial year 2024-25 (In Rs.)	% increase in remuneration during the financial year 2024-25	Ratio of remuneration of each director to median remuneration of employees
1.	Mr. Baladari Satyanarayana Raju, Wholetime Director	Nil	Nil	Nil
2.	Mr. Deepak Kukreti, Wholetime Director	Nil	Nil	Nil
3.	Mr. Bhaskara Rao Gadipudi, Non-Executive Independent Director	Nil	Nil	Nil
4.	Mr. Kothamasu Sri Surya Pratap, Non-Executive Independent Director	Nil	Nil	Nil
5.	Mrs. Rajyalakshmi Ankireddy, Non -Executive Director	Nil	Nil	Nil
6.	Mr. Rao Sasikanth, Non-Executive Director	Nil	Nil	Nil
7.	*Mr. Somasekhar Reddy Bhimavarapu, Non-Executive Independent Director	NA	NA	NA
8.	Mr. Anant Patwari, Company Secretary	1,50,000	Nil	Nil
9.	**Mr. S. Anand Reddy, Chief Financial Officer	9,43,507	5.94%	Nil
10.	***Mr. Palepu Venkatachala Ramakrishna Chief Financial Officer	NA	NA	NA

*Appointed w.e.f April 10, 2025

**Resigned w.e.f April 10, 2025

***Appointed w.e.f April 11, 2025

(ii) The percentage increase in the median remuneration of employees in the financial year:
4.11%

(iii) There were 4 permanent employees on rolls of the Company as on March 31, 2025.

(iv) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration: As per Company''s
increment guidelines.

(v) The key parameters for any variable component of remuneration availed by the directors:
NA

(vi) The Remuneration paid to the Board of Directors and to Key Managerial Personnel is as per
the Remuneration policy of the Company.

In terms of the provisions of Section 197 (12) of the Act, read with Rules 5 (2) and 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration
as per the said rules will be available for inspection at the Registered Office of the Company
during working hours and any member interested in obtaining such information may write
to the Company and the same will be furnished on request.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors, on recommendation of the Audit Committee, established a vigil
mechanism for Directors and Employees and accordingly adopted the "Whistle Blower
Policy" pursuant to the provisions of Act and the Listing Regulations, to facilitate Directors
and Employees to report genuine concerns or grievances about unethical behavior, actual or
suspected fraud or violation to the Company''s code of conduct or ethics policy and to provide
adequate safeguards against victimization of persons who use such mechanism and to provide
for direct access to the Chairman of the Audit Committee in appropriate or exceptional
cases. The said policy can be accessed on website of the Company at
www.midwestgoldltd.com.

31. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company provides a safe and conducive work environment to its employees 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 the rules framed thereunder. Internal Complaints
Committee have been constituted to enquire into complaints and to recommend appropriate
action, wherever required in compliance with the provisions of the said Act.

During the year under review, no complaint was reported to the Committee.

a. number of complaints of sexual harassment received in the year: Nil

b. number of complaints disposed off during the year: Nil

c. number of cases pending for more than ninety days: Nil

32. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by any Regulators / Courts that would impact
the going concern status of the Company and its future operations.

33. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company
Law Tribunal or other Courts as on March 31,2025.

34. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, no settlements were made by the Company with any Banks
or Financial Institutions.

35. COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms
that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company
remains committed to providing a safe, supportive, and inclusive work environment for
women employees, in line with the applicable statutory requirements.

36. STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Limited. The Company confirms
that the annual listing fees has been paid to the BSE Limited for the financial year 2025-26.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Act, the Board of Directors of your Company
hereby certifies and confirms that:

i. In the preparation of the Annual financial statements for the financial year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures;

ii. 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 and of the loss of the
Company for that financial year;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the Assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the Annual accounts on a going concern basis;

v. The directors, has laid down internal financial control to be followed by the company and
that such internal financial controls are adequate and were operating effectively;

vi. 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.

38. ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees
& managerial personnel of the company for their contribution in operations of the company
during the year under review. The Directors would also like to record their sincere thanks to
the Company''s bankers, Central and State Government officials, customers, vendors and
the shareholders for their continued support and co-operation.

//BY ORDER OF THE BOARD/ /

For MIDWEST GOLD LIMITED

Deepak Kukreti Baladari Satyanarayana Raju

Whole Time Director Whole Time Director

(DIN: 03146700) (DIN: 01431440)

Place: Hyderabad
Date: September 05, 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the THIRTY FOURTH ANNUAL REPORT together with the Audited Financial Statements of the Company for the Financial Year ended 31st March,2024.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended 31st March, 2024, is summarized below.

(Amount in Lakhs

PARTICULARS	2023-2024	2022-2023
Gross Revenue	109.64	176.69
Total Expenditure	339.26	807.51
Profit/(Loss) before tax (PBT )	(229.62)	(630.82)
Less: Tax Expenses	-	329.82
Profit/(Loss) after tax	(229.62)	(960.64)
Total other comprehensive Income/Loss	(1.58)	0
Total comprehensive Income/Loss	(231.20)	(960.64)
EPS	(7.02)	(29.38)

2. STATEMENT OF COMPANY AFFAIRS:

Your Company has achieved a Turnover of Rs. 104.53 Lakhs excluding other income of Rs. 5.11 Lakhs when compared to Rs. 175.03 Lakhs excluding other income of Rs. 1.66 Lakhs during previous year. The operations of the Company resulted in loss of Rs. 231.20 Lakhs when compared to loss of Rs. 960.64 Lakhs during previous year.

3. FUTURE OUTLOOK:

The management has done well to ensure sustained operations. However, due to low income and higher expenditure, the operations resulted in loss as specified above. Efforts are being made to improve the turnover and reduce the costs involved in the coming years. The management is looking to improve the overall business activities of the Company thereby reviving from loss in the ensuing financial year.

4. DIVIDEND:

Considering the operating loss in current year and accumulated losses, your Directors had decided not to recommend any dividend for the year 2023-2024.

5. DEPOSITS:

The Company has not accepted any deposits from public during the year and as such, there is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules, 2014.

6. TRANSFER TO RESERVES:

Due to loss, no amount Is proposed to be transferred to general reserve for the year ended March 31, 2024

7. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change In the nature of the business activities of the Company.

8. ACCOUNTING TREATMENT:

There was no change in accounting treatment inthe current year, as compared to previous Financial Year.

9. NUMBER OF BOARD & COMMITTEE MEETINGS:

During the year under review, Five (5) Board Meetings, Four (4) Audit Committee, Two (2) Nomination and Remuneration Committee Meetings and Eight (8) Stakeholders Relationship Committee Meetings were convened and held.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

Retirement by Rotation

Mrs. Rajyalakshmi Ankireddy (DIN-08974556), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Your directors have recommended for his reappointment.

Appointment of Mr. Kothamasu Sri Surya Pratap as Non-Executive Independent Director of the Company

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on September 26, 2023, inter alia, confirmed appointment of Mr. Kothamasu Sri Surya Pratap (DIN: 09764069) for a term of five years from 14th November, 2022 to 13th November, 2027 as an Independent Director on the Board of the Company.

Resignation of Ms. Rukhya Parveen as Company Secretary cum Compliance Officer of the Company w.e.f. August 25, 2023

Resignation of Ms. Rukhya Parveen (ACS: 65112) as Company Secretary cum Compliance Officer of the Company with effect from the close of business hours on August 25, 2023

Appointment of Ms. Anushka Agarwal as Company Secretary cum Compliance Officer of the Company w.e.f. November 14, 2023 and Resignation w.e.f. December 29, 2023

Ms. Anushka Agarwal (ACS: 62988) was appointed by the board in their meeting held on November 14, 2023 as a Company Secretary cum Compliance Officer of the Company. However, she has resigned from the said position with effect from December 29, 2023.

Appointment of Mr. Anant Patwari as Company Secretary cum Compliance Officer of the Company w.e.f. December 29, 2023

Mr. Anant Patwari (ACS: 63592) was appointed by the board in their meeting held on December 29, 2023 as a Company Secretary cum Compliance Officer of the Company.

11. DECLARATION BY INDPENDENT DIRECTORS:

The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that, they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, banking, financial services, investments; and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (‘IICA’) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have qualified in the Online Proficiency Self - Assessment Test conducted by IICA.

12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Annual evaluation of Board, its performance, Committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and applicable regulations of the Listing Regulations, were carried out.

The performance of the Board was evaluated after seeking inputs from all the Directors present in the meeting on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and Nomination & Remuneration Committee had evaluated / reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Securities and Exchange Board of India vide circular SEBI /HO /CFD /CMD/ CIR/ 2017/004 dated January 05, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance, the above guidance note was considered. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. A meeting of the Independent Director for the Financial 2023-224, was held on January 29, 2024, to review the performance of the Non-Independent Directors and performance of the Board as a whole, on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

The same were discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.

13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on March 31, 2024 the company is not having any associate, subsidiary or joint venture.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitment affecting the financial position of the Company since the close of the financial year i.e. March 31, 2024 till the date of this Report.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

In pursuant to the provisions of the Section134 (3)(n) of The Companies Act 2013, the Company has formulated risk management policy to mitigate and manage the risk including identification there in of elements of risk, if any, which in the opinion of Board may threaten the existence of the company. The policy on Risk Management is available on website of the Company at www.midwestgoldltd.com.

16. CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR) Policy. Since, the Company does not fall under mentioned criteria during the immediately preceding financial year, the provisions of Sec 135 of the Companies Act, 2013, Schedule VII and the rules made thereunder are not applicable to the Company.

Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, are given in the notes to the financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year under review were at 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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there is no transaction to be reported in Form AOC-2.

All related party transactions are placed before the Audit Committee for approval. The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Company’s website www.midwestgoldltd.com.

19. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence

of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee and same has been placed on website of the Company at www.midwestgoldltd.com.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Companies Act,2013readwithRule8(3)oftheCompanies(Accounts)Rules,2014aregivenas Annexure-I and forms part of this report.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: TheCompanyhasputinplaceanadequatesystemofinternalcontrolcommensurate withitssizeandnatureofbusiness.Thesesystemsprovidedareasonableassurance in respect of providing financial and operational information complying with applicable statutes safe guarding assets of the Company and ensuring compliance withCorporatePolicies.Procedurestoensureconformancewithpolicies,standards and delegation of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has rigorous business planning system to set the targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action if required. The Audit Committee reviews adherence to the internal control system and internal audit reports. Further the Board actually reviews the effectiveness of the Company’s internal control system.

23. AUDITORS:

STATUTORY AUDITORS

The statutory auditors of your Company namely, M/s. Majeti & Co., Chartered Accountants (Firm Registration Number: 15975S) were appointed for a period of five years at the Annual General Meeting held on September 28, 2022. The statutory auditor confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditors. The report of the Statutory Auditor forms part of the Annual Report 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter of fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca)of the Companies Act, 2013.

INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with rules made thereunder,M/s. Bhuvan Kotha, & Co., Chartered Accountant, was appointed as the Internal Auditors of the Company to conduct an internal audit of the functions and activities of the Company for the Financial Year 2023-24.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Divya Mohta, Practicing Company Secretary (ACS: 47040), was appointed to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is attached herewith as “Annexure-II”. The said report does not contain any reservation, qualification or adverse remark.

COST AUDIT:

The Company is not required to maintain cost records as per section 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 as the turnover of the Company for the financial year 2022-2023 is below Rs. 35 Crores.

24. ANNUAL RETURN:

Pursuant to section 92(3) read with section 134(3) of the Companies Act, 2013, the Annual Return as on 31st March, 2024is being placed on website of the Company www.midwestgoldltd.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 form part of this Report as “Annexure- III”.

26. CORPORATE GOVERNANCE:

Pursuant to the Regulation 15(2) of SEBI (LODR) Regulations, 2015, the regulations pertaining to the Corporate Governance i.e., 17 to 27 & Clauses (b) to (i) and (t) of sub regulation 46(2) and para C, D & E of schedule V are not applicable to the Company as the paid-up capital is not exceeding Rs. 10 Crores and net worth is not exceeding Rs. 25 Crores as on the latest Audited Balance Sheet.

However the Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance of the SEBI (LODR) Regulations, 2015 to the limited extent applicable in-line with the provisions of Companies Act, 2013 and relevant rules made there under. A separate report on Corporate Governance is annexed herewith as “Annexure-IV” though it is not applicable to the Company, in order to provide brief information to the Shareholders.

27. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:

As none of directors of the Company are paid with remuneration, the ratio of remuneration of each director to the median employee shall not arise. However, remuneration has been paid to Key Managerial Personnel and details are detailed below:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24 and ratio of the remuneration of each Director to the median remuneration of employees of the Company for the financial year 2023-24, are as under:

S. No.	Name of Director/ KMP and designation	Remuneration of Director/ KMP for the financial year 202324 (In Rs.)	% increase in remuneration during the financial year 2023-24	Ratio of remuneration of each director to median remuneration of employees
1.	Mr. B.S. Raju, Whole Time Director	Nil	Nil	Nil
2.	Mr. Deepak Kukreti, Whole Time Director	Nil	Nil	Nil
3.	Mr. Bhaskara Rao Gadipudi, Non-Executive Independent Director	Nil	Nil	Nil
4.	Mr. Kothamasu Sri Surya Pratap, Non-Executive Independent Director	Nil	Nil	Nil
5.	Mrs. Rajyalakshmi Ankireddy, Non -Executive Director	Nil	Nil	Nil
6.	Mr. Rao Sasikanth, Non-Executive Director	Nil	Nil	Nil
7.	Ms. Rukhya Parveen, Company Secretary	2,83,674	13.65%	Nil
8.	Ms. Anushka Agarwal, Company Secretary	19,812	Nil	Nil
9.	Ms. Anant Patwari, Company Secretary	37,500	Nil	Nil
10.	Mr. S. Anand Reddy, Chief Financial Officer	8,22,230	8.26%	Nil

(ii) In the financial year, there was no increase in the median monthly remuneration of employees.

(iii) There were Ten (10) permanent employees on rolls of the Company as on 31st March, 2024.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: As per Company’s increment guidelines.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism for Directors and Employees and accordingly adopted the “Whistle Blower Policy" pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to facilitate Directors and Employee store port genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation to the Company’s code of conduct or ethics policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The said policy can be accessed on website of the Company at www.midwestgoldltd.com

29. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company provides a safe and conducive work environment to its employees 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 the rules framed thereunder. Internal Complaints Committee have been constituted to enquire into complaints and to recommend appropriate action, wherever required in compliance with the provisions of the said Act.

During the year under review, no complaint was reported to the Committee.

30. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March,2024.

31. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

32. GENERAL:

Your directors state no disclosure/reporting is required in respect of the following items, as there were no transactions on these items during the financial year:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of Employee stock option Scheme.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iv) Whole-time Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

33. STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Limited. The Company confirms that the annual listing fees has been paid to the BSE Limited for the financial year 2024-25.

34. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Companies Act, 2013 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual financial statements for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 and of the loss of the Company for that financial year;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the Annual accounts on a going concern basis;

v. The directors, has laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

35. ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & managerial personnel of the company for their contribution in operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company’s bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co-operation.

//BY ORDER OF THE BOARD//

For MIDWEST GOLD LIMITED

Deepak Kukreti Baladari Satyanarayana Raju

Whole Time Director Whole Time Director

(DIN: 03146700) (DIN: 01431440)

Place: Hyderabad

Date: 13.08.2024

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the TWENTY FIFTH ANNUAL REPORT together with the Audited Financial Statements of the company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS :

The performance of the company for the financial year ended 31st March 2015 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2014-2015 2013-2014

Gross Revenue 15.39 111.37

Total Expenditure 47.57 162.55

Profit/ (Loss) before Financial Charges, Depreciation and Taxation (32.17) (51.18)

Less : Financial Charges 0.37 2.27

Depreciation 22.22 6.32

Profit/(Loss) before Tax (PBT ) (54.77) (59.78)

Less/Add: Profit/ loss on sale /

discard nation of Fixed Assets 0 0

Less : (Income Tax) 0 0

Add: Provision for Fringe Benefit Tax 0 0

Add: Provision for Deferred (63.50) (18.93) Tax Liability / (Asset)

Profit/(Loss) after Tax 8.72 (40.84)

PERFORMANCE

Your Company achieved a Turnover of Rs. 15.39 Lacs when compared to Rs 111.37 lacs during the previous year. The operations of the Company resulted in Profit of Rs.8.72 lacs when compared to Loss of Rs. 40.84 Lacs during the previous year after adjustment of deferred tax Liabilities/Asset.

FUTURE OUTLOOK :

The management has done well to ensure sustain operations. However, due to low income, high cost, and expenditure, the operations resulted in loss as specified above. Efforts are being made to improve the turnover and reduce the costs involved in the coming years and also for improving the overall business activities of the Company.

The Management is also looking to enhance the profit in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2014-2015, in view of the operating loss in the current year and accumulated losses.

DEPOSITS:

The company has not accepted any deposits during the year under the review.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT,2013

The company has received the disclosure in Form DIR-8 from its Directors being appointed or re- appointed and has noted that none of the Directors are disqualified under section 164(2) of the companies Act,2013 read with Rule 14(1) of Companies Appointment and Qualification of Director Rules, 2014

SUBSIDAIRY COMPANIES:

The Company does not have any subsidiary Companies as on 31st March, 2015.There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. The question of material change of the business of the subsidiaries/Associates do not arise.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY :

The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. Your Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board.

The Company has laid down a well-defined risk management mechanism covering risk mapping, risk exposure and risk mitigation process. The Company's Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, strategy, Corporate Governance and Compliance and Information Security.

A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

CORPORATE SOCIAL RESPONSIBILITY:

The company do not have adequate profits in accordance with the provisions of the Companies Act, 2013 and Rules made there under, for the past three years hence did not implement corporate social responsibility policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any Loans, or Investments made under Section 186 of the Companies Act, 2013 to other Bodies Corporate or persons as referred thereto during the financial year. However it has enhanced its guarantee to M/s HDFC Bank Ltd on behalf of M/s Midwest Granite Pvt. Ltd, its Holding Company for an amount of Rs. 25,50,00,000/- from Rs. 18,00,00,000/- which is well within the limits of prior approval of the Share Holders vide Special Resolution dated 07.03.2012 (Announcement Date of result of Postal ballot) duly passed following the provisions of the earst while Companies Act, 1956 and relevant Rules made there under.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business. Since the provisions of Section 188 of the Companies Act, 2013 are not attracted, the disclosure in Form AOC- 2 is not required. Further, there are no material related party transactions as defined in the Listing Agreement during the year under review with the Promoters, Directors or Key Managerial Personnel.

The Policy on Related Party Transactions, as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy is explained in the Corporate Governance Report.

DIRECTORS AND KEYMANAGERIAL PERSONNEL INFORMATION :

Reappointment of Retiring Director :

In accordance with the provisions of the Companies Act, 2013, Mr. P.K Tyagi, Director is retiring at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Appointment and Resignation of Woman Director:

As per the requirement of Section 149 of the Companies A ct, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your Directors has appointed Mrs. M.Swarupa Rani, DIN 00667626 as Additional woman Director w.e.f 31.03.2015 to hold the office of the Director upto the date of ensuing Annual General Meeting.

However she has resigned for the office of the Director w.e.f 14.08.2015 due to her personal reasons and other preoccupation.

Appointment of Woman Independent (Additional) Director :

As per the requirement of Section 149 of the Companies A ct, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your Board of Directors has appointed Mrs. K.Neelima, DIN 07257891 as an Additional woman Independent Director w.e.f 14.08.2015 on the recommendation of Nomination and Remuneration Committee to hold the office of the Director upto the date of ensuing Annual General Meeting. A notice has been received pursuant to Section 160 of the Companies Act, 2013 for her re-appointment as Woman Independent Director subject not to liable to retire by rotation. The Nomination and Remuneration Committee and the Board of Directors have recommended to the share holders for her reappointment as Independent Director.

Resignation of Independent Director :

Mr. S.Radha Krishnan, Independent Director DIN 00196796 of the Company has resigned with effect from 14.08.2015 due to personal reasons. The Board records its appreciation of the valuable contribution rendered by the said Independent Director during his tenure as an Independent Director of the Company.

Appointment of Chief Financial Officer :

Your Directors during the period has appointed Mr. S.Anand Reddy as Chief Financial Officer w.e.f 04.07.2014.

Appointment of Company Secretary :

Your Directors during the period has appointed Mr. Thirumalesh Thumma as Company Secretary w.e.f 04.07.2014.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules an as per the Listing Agreement.

EVALUATION OF THE BOARD S PERFORMANCE:

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner:

a) Individual Directors - The performance of the individual Directors' is evaluated by the Nomination and Remuneration Committee.

b) Board and Committees - The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors. A member of the Board does not participate in the discussion of his / her evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors of your Company hereby report :

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period;

(iii) that the directors have 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as Annexure A and forms part of this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted Eight (8) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013.The details of the same are provided in the Corporate Governance Report.

STATUTORY AUDITORS:

The appointment of Auditors, M/s. G.L. Kothari & Co., Chartered Accountants, Bangalore shall be subject to the ratification at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment subject to the time stipulated in the notice of the AGM.

The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDIT REPORT

The Notes to Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

INTERNAL AUDIT:

Your Company continuously invests in strengthening its internal control process and appointed Mr I.Venkateswarlu, M.Com, LLM, who is having vast experience in the field of accounts, finance, costing etc as Internal Auditor of the Company, The Company has put in place an adequate system of internal control commensurate with its size and nature of business . These systems provided a reasonable assurance in respect of providing financial and operational information complying with applicable statutes safe guarding assets of the Company and ensuring compliance with Corporate Policies. Procedures to ensure conformance with policies, standards and delegation of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has rigorous business planning system to set the targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action if required. The Audit Committee reviews adherence to the internal control system and internal audit reports. Further the Board actually reviews the effectiveness of the Company's internal control system.

SECRETARIAL AUDIT :

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.

A Secretarial Audit Report issued by Mr. G. Shy am Krishna, Company Secretary in Practice, in Form MR-3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure B.

COST AUDIT

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014 as the turnover of the Company for the financial year 2013-2014 was below Rs. 35 Crores.

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure C and is attached to this Report.

CORPORATE GOVERNANCE :

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance to the extent applicable enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance. However the amended Clause 49 is not applicable to the Company since the net worth is less than 25 Crores and the paid up capital is less than 10 Crores as stipulated in the said applicable Regulations.

PARTICULARS OF EMPLOYEES:

Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

Your Company's shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi. However in the recent past the SEBI has derecognized all the local stock exchanges i.e Bangalore, Delhi except Ahmadabad for their non compliance of the SEBI norms. Further none of the local stock exchanges are providing trading plat form to the Company from the past several years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice.

SHARES:

a. BUY BACK OF SECURITIES

The company has not bought back any of its securities during the year under the review.

b. SWEAT EQUITY

The company has not issued any Sweat Equity shares during the year under the review.

c. BONUS SHARES

No Bonus shares were issued during the year under the review.

d. EMPLOYEES STOCK OPTION PLAN

The company has not provided any stock option scheme to the employees.

ACKNOWLEDGEMENTS :

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company's bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co- operation.

BY THE ORDER OF THE BOARD For MIDWEST GOLD LIMITED

P.K. Tyagi B.S.Raju Director Whole Time Director (DIN: 02391274) (DIN: 01431440)

Place : Bangalore Date : 14.08.2015

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March 2014 is summarized below.

(Rupees In Lakhs)

particvlars 2013-14 2012-13

Gross Revenue 111.37 680.36

Total Expenditure 162.55 658.48

Profit/ (Loss) before Financial Charges, (51.18) 21.88

Depreciation and Taxation

Less : Financial Charges 2.27 6.69

Depreciation 6.32 6.22

Profit/(Loss) before Tax (PBT ) (59.78) 8.97

Less/Add: Profit/ loss on sale / 0 0

discard nation of Fixed Assets

Less : (Income Tax) 0 0

Add: Provision for Fringe Benefit Tax 0 0

Add: Provision for Deferred Tax Liability / (Asset) (18.93) 2.77

Profit/(Loss) after Tax (40.84) 6.19

PERFORMANCE

Your Company achieved a Turnover of Rs. 111.37 Lacs when compared to Rs 680.36 lacs during the previous year. The operations of the Company resulted in a Loss of Rs.59.78 lacs when compared to Profit of Rs. 8.97 Lacs before taxes during the previous year.

FUTURE OUTLOOK:

The management has done well to ensure sustain operations. However, due to low income, high cost, and expenditure, the operations resulted in loss as specified above. Efforts are being made to improve the turnover and reduce the costs involved in the coming years and also for improving the overall business activities of the Company.

The Management is also looking to enhance the profit in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2013-2014, in view of the loss in the current year and accumulated losses.

FIXED DEPOSITS;

We have not accepted any fixed deposits and as such no amount of principal or interest as outstanding as on the Balance Sheet Date.

DIRECTORS:

Shri K. Deepak, director is retiring at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. There are three independent directors on the Board of Directors of the Company viz. Shri. P.Haranadha Babu, Shri. G.Nityanand and Shri S,Radha Krishnan. Till this AGM these Directors are subject to liable to retire by rotation.

According to the Companies Act, 2013, w.e.f : 01-04-2014 the independent directors should be appointed for a period of five years by passing Ordinary Resolution and for another Five years they should be appointed by passing Special Resolution since the said Act mandated for appointment of Independent Director for two consecutive terms of five years and there should be a gap of minimum three years period after 10 years period as prescribed. It is silent about the continuation of existing independent directors. However by implication the existing directors can only be continued for a period of five years if they appointed.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreements with the Stock Exchanges.

AUDITORS:

The Auditors, M/s. G.L. Kothari & Co., Chartered Accountants, Bangalore retire at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment subject to the time stipulated in the notice of the AGM.

The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

INTERNAL AUDIT:

The company does not have an internal audit system commensurate with the size and nature of its business. However the company has its own internal control system which enables it from time to time to monitor employee adherence to internal procedure and external regulatory guidelines.

COST AUDIT :

The Board of Directors at their meeting held on 30th May, 2013 had appointed M/s. P. Krishna Reddy & Co., Cost Accountant, as the Cost Auditor of the Company for the FY 2013-14. The Cost Auditor has submitted his Cost Complaints Report and the Board has approved the said Report in the Board Meeting held on 13th August, 2014. The Company will file the Cost Audit Report with in the due date.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration, none of the employees is in excess of Rs. 5,00,000/- per month, if employed for the part of year or Rs. 60, 00,000/- per annum during the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period;

(iii) that the directors have 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate for the financial year 2013-14, pursuant to the provisions of Section 383A of the Companies Act, 1956 from a qualified Company Secretary in whole time practice. A copy of the same is attached to this report.

LISTING;

Your Company''s shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in Bangalore, Ahmadabad and Delhi, since the said stock exchanges are not providing trading platform. The Ahmadabad Stock Exchange suspended the listing status of the Company w.e.f 01.06.2014 due to non payment of listing fees. This may not effect any rights of the share holders since the said stock exchange is not providing any trading platform for the share holders since several years.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company''s bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co- operation.

BY THE ORDER OF THE BOARD For MIDWEST GOLD LIMITED

Sd/- Sd/- P.K. Tyagi B.S.Raju Director Whole Time Director

Place : Hyderabad Date : 13.08.2014

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

The performance of the company for the financial year ended 31st March 2013 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2012-13 2011-12

Gross Revenue 680.36 457.84

Total Expenditure 658.48 460.80

Profit/ (Loss) before Financial Charges, 21.88 -2.97

Depreciation and Taxation

Less : Financial Charges 6.69 2.09

Depreciation 6.22 6.06

Profit/(Loss) before Tax (PBT ) 8.97 -11.12

Less/Add: Profit/ loss on sale / discard nation 0 0 of Fixed Assets

Less : (Income Tax) 0 0

Add: Provision for Fringe Benefit Tax 0 0

Add: Provision for Deferred Tax Liability / (Asset) 2.77 -2.97

Profit/(Loss) after Tax 6.19 -8.15



PERFORMANCE

Your Company achieved a Turnover of Rs. 680.36 Lacs when compared to Rs 457.84 lacs during the previous year. The operations of the Company resulted in a Profit of Rs.8.97 lacs when compared to Loss Rs. 11.12 lacs before taxes during the previous year.

FUTURE OUTLOOK:

The management has done well to ensure sustain operations. However, due to high cost and expenditure, the operations resulted in earning a Profit. Efforts are being made to reduce the costs involved in the coming years.

The Management is also looking to enhance the profit in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-2013, in view of the insufficient profit and accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

Sri P. Harinadaha Babu and Sri Prabhat Kumar Tyagi, directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS:

M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

The Board recommends their appointment as the Statutory Auditor of the Company.

INTERNAL AUDIT:

The company does not have an internal audit system commensurate with the size and nature of its business. However the company has its own internal control system which enables it from time to time to monitor employee adherence to internal procedure and external regulatory guidelines.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration, none of the employees is in excess of Rs.5,00,000/- per month, if employed for the part of year or Rs.60, 00,000/- per annum during the financial year 2012-13.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period;

(iii) that the directors have 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate for the financial year 2012-13, pursuant to the provisions of Section 383A of the Companies Act, 1956 from a qualified Company Secretary in whole time practice. A copy of the same is attached to this report.

LISTING:

Your Company''s shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in Bangalore, Ahmadabad and Delhi, since the said stock exchanges are not providing trading platform.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company''s bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co- operation.



BY THE ORDER OF THE BOARD

For MIDWEST GOLD LIMITED



Sd/- Sd/-

P.K. Tyagi B.S.Raju

Director Whole Time Director

Place : Bangalore

Date : 14.08.2013

---

Mar 31, 2012

The Directors have pleasure in presenting the TWENTY SECOND ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March 2012 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2011-12 2011-11

Gross Revenue 457.84 148.38

Total Expenditure 468.96 176.22

Profit / [Loss] before Financial Charges, -2.97 -21.09 Depreciation and Taxation

Less: Financial Charges 2.09 0.70

Depreciation 6.06 6.03

Profit/(Loss) before Tax (PBT) -11.12 -27.84

Less/Add: Profit/ loss on sale / discard nation 0 0.00 of Fixed Assets

Less: (Income Tax) 0 0.00

Add : Provision for Fringe Benefit Tax 0 0.00

Add:Provision for Deferred Tax Liability/(Asset) -2.97 -6.10

Profit / (Loss) after Tax -8.15 -33.94

Add:Balance brought forward from previous year -671.99 -638.05

Balance carried to Balance Sheet -680.14 -671.99

PERFORMANCE:

Your Company achieved a Turnover of Rs. 457.84 Lacs when compared to Rs 148.38 lacs during the previous year. The operations of the Company resulted in a loss of Rs.l 1.12 lacs when compared to Rs. 27.84 lacs before taxes during the previous year.

The Major cause for the huge loss is on account of the high cost of goods sold, The Board is striving hard to improve the performance of the Company.

FUTURE OUTLOOK:

The management has done well to ensure sustain operations. However, due to high cost and expenditure, the operations resulted in Loss. Efforts are being made to reduce the costs involved.

The Management is also looking at breaking even in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2011-2012, in view of the accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

Sri G Nityanand and Sri Deepak Kukreti, directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS:

M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956. The Board recommends their appointment as the Statutory Auditor ofthe Company.

INTERNAL AUDIT:

The company does not have an internal audit system commensurate with the size and nature of its business. However the company has its own internal control system which enables it from time to time to monitor employee adherence to internal procedure and external regulatory guidelines.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies [Particulars of employees) Rules, 1975, and as amended from time to time as remuneration, none of the employees is in excess of Rs.2, 00,000/- per month, if employed for the part of year or Rs .24,00,000/- per annum during the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the Financial year and of the profit and loss of the company for that period;

(iii)That the directors have 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;

(iv) That the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate for the financial year 2011-12, pursuant to the provisions of Section 383A of the Companies Act, 1956 from a qualified Company Secretary in whole time practice. A copy of the same is attached to this report.

LISTING:

Your Company's shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in Bangalore, Ahmedabad and Delhi, since the said stock exchanges are not providing any trading platform.

ACKNOWLEDGMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company's bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co- operation.

By The Order of The Board

For Midwest Gold Limited

Sd/- Sd/-

P. K. Tyagi B.S.Raju

Director Whole Time Director

Place : Bangalore

Date : 13.08.2012

---

Mar 31, 2010

The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT together with the Audited Accounts of the company for the fnancial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

The performance of the company for the fnancial year ended 31st March 2010 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2009-10 2008-09

Gross Revenue 69.71 284.58

Total Expenditure 126.82 649.08 Proft/(Loss) before Financial Charges,

Depreciation and Taxation -119.98 -364.5

Less : Financial Charges 0.59 35.1

Depreciation 6.25 30.91

Proft/(Loss) before Tax (PBT ) -57.11 -430.51

Less/Add: Proft/ loss on sale / discardination of Fixed Assets 1.67 0.23

Less : (Income Tax) 0.00 0.04

Add: Provision for Fringe Beneft Tax 0.00 0.78

Add: Provision for Deferred Tax Liability / (Asset) 11.19 132.67

Proft/(Loss) after Tax -69.97 -564.23

Add : Balance brought forward from previous year -1270.75 -706.49

Balance carried to Balance Sheet -1340.72 -1270.72



PERFORMANCE

Your Company achieved a Turnover of Rs. 69.71 Lacs when compared to Rs 284.58 lacs during the previous year. The operations of the Company resulted in a loss of Rs.57.11 lacs when compared to Rs.430.51 lacs before taxes during the previous year.

The major cause for the huge loss is on account of the high cost of goods sold, The Board is striving hard to improve the performance of the Company.

FUTURE OUTLOOK:

The management has done well to ensure sustain operations. However, due to high cost and expenditure, the operations resulted in Loss. Efforts are being made to reduce the costs involved.

The members have approved the change of name to Midwest Gold Limited and amendment of main objects clauses through postal ballot to expand and diversify the business operations of the company and enter into projects relating to gold and precious metals, in view of the growth opportunities in the said feld and fled necessary documents with Registar of Companies, Bangalore to effect the change of name.

The members of the Company have also decided through postal ballot to shift the Registered Offce of the Company subject to the approval of Company Law Board from the state of Karnataka to the State of Andhra Pradesh for carrying out the business activities in a more economic manner with better control , co ordination and execution of works.

The Management is also looking at breaking even in the ensuing fnancial year.

DIVIDEND:

Your Directors do not recommend any dividend for the fnancial year 2009-2010, in view of the accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the fnancial year.

DIRECTORS:

Sri G.Nityanand was appointed as Additional Director by the Board of Directors in the meeting held on 19th May, 2010. As per the provisions of Section 260 of the Companies Act, 1956 the term of offce of Sri G.Nityanand to be expired at the commencement of the ensuing Annual General Meeting. The Company has received notice in writing, proposing his appointment as Director of the Company. The relevant resolution proposing his appointment as Director is included in the Notice of the Annual General Meeting for your approval.

Further Sri K.Raghava Reddy and Sri S Radhakrishnan , directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS:

M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certifcate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

The Board recommends their appointment as the Statutory Auditor of the Company.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration, none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the fnancial year 2009-10 .

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the fnancial year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the fnancial year and of the proft and loss of the company for that period;

(iii) that the directors have taken proper and suffcient 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor’s Certifcate on its compliance.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certifcate for the fnancial year 2009-10, pursuant to the provisions of Section 383A of the Companies Act, 1956 from a qualifed Company Secretary in whole time practice. A copy of the same is attached to this report.

LISTING:

Your Companys shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Company’s bankers, Central and State Government offcials, customers, vendors and the shareholders for their continued support and cooperation.



BY THE ORDER OF THE BOARD For NOVA GRANITES (INDIA) LIMITED

P.K. Tyagi B.S. RAJU Director Whole Time Director

Place: Bangalore Date : 05.09.2010

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Mar 31, 2009

The Directors have pleasure in presenting the NINTEENTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31 ST March, 2009.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March 2009 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2008-09 2007-08

Gross Revenue 284.58 599.88

Total Expenditure 649.08 552.35 Profit/Loss before Financial Charges,

Depreciation and Taxation -364.5 47.53

Less: Financial Charges 35.1 24.13

Depreciation 30.91 71.69

Profit/(Loss) before Tax (PBT) -430.51 -48.29 Less/Add: Profit/ loss on sale / discardination of

Fixed Assets 0.23 0.31

Less: (Income Tax) 0.04 10.51

Add: Provision for Fringe Benefit Tax 0.78 0.99

Add: Provision for Deferred Tax Liability / (Asset) 132.67 7.88

Profit/(Loss) after Tax -564.23 -67.98

Add : Balance brought forward from previous year -706.51 -638.52

Balance carried to Balance Sheet -1270.74 -706.51

PERFORMANCE

Your Company achieved a Turnover of Rs. 284.58 Lacs when compared to Rs 599.88 lacs during the previous year. The operations of the Company resulted in a loss of Rs.430.05 lacs when compared to Rs.48.28 lacs before taxes during the previous year.

The major cause for the huge loss is on account of the high cost of goods sold, The Board is striving hard to improve the performance of the Company.

FUTURE OUTLOOK:

The management has done well to ensure sustain operations. However, due to high cost and expenditure, the operations resulted in Loss. Efforts are being made to reduce the costs involved. The Management is also looking at breaking even in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2008-2009, in view of the accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

During the year, Sri Baladari Satyanarayana Raju was Co opted as Additional Director and Appointed as Whole Time Director of the Company by the Board of Directors in the meeting held on 18th October, 2008. As per the provisions of Section 260 of the Companies Act, 1956 the term of office of Sri Baladari Satyanarayana Raju is due to expire at the conclusion of this Annual General Meeting. The Company has received notice in writing, proposing his appointment as Director of the Company. The relevant resolution proposing his appointment as Director & Whole Time Director is included in the Notice of the Annual General Meeting for your approval.

Further Sri P.K. Tyagi and Sri G. Susheel retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

EXPALNATION TO POINT NO.16 OF NOTES TO ACCOUNTS ON AS 15

Due to crashing of global granite market including our main market in United States of America (USA), the company could not sell its products thereby the company has suffered huge losses. Many of the the employees have left the organization. However, the Company has duly settled all the amounts to due to employees.

AUDITORS:

M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

The Board recommends their appointment as the Statutory Auditor of the Company.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees)

Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2008-09.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 at the end of the financial year and of the profit and loss of the company for that period:

(iii) that the directors have 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

(iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2008-09, pursuant to the provisions of Section 383A of the Companies Act, 1956 from Mr. Gopal Dhanaji, PCS. A copy of the same is attached to this report.

LISTING:

Your Companys shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahemadabad, and Delhi.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the operations of the company during the year under review. The Directors would also like to record their sincere thanks to the Companys bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co-operation.

BY THE ORDER OF THE BOARD For NOVA GRANITES (INDIA) LIMITED

Sd/- Sd/- P.K. Tyagi K. Raghava Reddy Director Director

Place: Bangalore Date : 01.09.2009