Mid India Industries Ltd Directors Report

To,

The Members,

Mid India Industries Limited

Your Directors hereby present the 34¹¹ Annual Report on the business and operations of Mid India Industries Limited along with the Audited Financial Statement ofyour company for the financial year ended 31^st March, 2025.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

(Amount in Thousands except EPS)

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Total Income	63216.91	68916.27
Total Expenditure	64478.11	71385.01
Profit/(Loss) before exceptional items and tax	(1261.20)	(2468.74)
Exceptional Item	0.00	(1501.68)
Profit/(Loss) before tax	(1261.20)	(3970.42)
Less: Provision for Tax
Current Tax	-	-
Deferred Tax	(82.35)	273.20
Profit/(Loss) after tax	(1178.85)	(4243.62)
Other comprehensive Income ( Net of Tax)	(18.99)	(22.98)
Total Comprehensive Income	(1197.84)	(4266.60)
Paid up Equity Share Capital	163000.00	163000.00
Earning per share (INR10/- each) Basic & Diluted	(0.07)	(0.26)

1.2 OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the financial year 2024-25, Company has generated total income from trading of heavy plant machinery and spare parts and made total income of INR. 632.17 lakhs for the financial year ended March 31, 2025 as against INR. 689.16 lakhs in the previous year and incurred net loss before comprehensive income of INR. 11.79 lakhs in comparison to previous year incurred net loss of INR. 42.44 lakhs.

1.3 RECLASSIFICATION FROM PROMOTER & PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY

During the financial year, the Board of Directors, at their meeting held on 27¹¹ February 2025, considered and approved the request received from Mr. Nirmal Kumar Agrawal, Mr. Anil Agrawal, and Mrs. Ritu Agrawal for reclassification of their shareholding from the Promoter & Promoter Group category to the Public category. The Company has filed an application for Reclassification of above said members of Promoters Group dated 01^s March, 2025, along with the supporting documents with BSE Limited.

The BSE Limited subsequently issued a No Objection vide their letter no. LIST/COMP/AP/192/2025-26 dated 3^rd June 2025, confirming the Companys reclassification application. Now Mr. Nirmal Kumar Agrawal, Mr. Anil Agrawal, and Mrs. Ritu Agrawal shall not be part of the promoter group.

2. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2024-25 is applicable to the Company and the same is available on the website of the Company i.e. https://www.midindiaindustries.com/mgt-7

3. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & GENERAL MEETING

The Board met Six (6) times during the FY 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the Audit Committee, Nomination and Remuneration Committee ("NRC") and Stakeholders Relationship Committee and meetings of those Committees held during the year are given in the Corporate Governance Report.

Further, 33^rd Annual General Meeting of the Company for financial year 2023-24 was held on 25^th September, 2024 and no Extra Ordinary General Meeting of the Company was held during the financial year 2024-25.

4. DIVIDEND

Due to loss in financial year 2024-25 and accumulated losses in previous years, your directors regret their inability to recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount was transferred to General Reserve.

6. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since company has not accepted any deposits, therefore, the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2024-25.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the financial year 2024-25, the Company did not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015, with an appropriate combination of Executive, Non-Executive and Independent Directors..

i. Director liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Bhawani Shankar Soni, (DIN: 01591062) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. However, his term is fixed and shall not break due to this retirement. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

ii. Change in Directors

During the Financial Year 2024-2025 on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 12^th August, 2024 approved appointment of Mr. Dhawal Bagmar (DIN: 10217380) as an Additional Director under the category of Non-Executive Independent Directors on the Board for a period of five years with effect from 12^th August, 2024. The appointment of the aforementioned independent director has been confirmed by members in their 33^rd Annual General Meeting held on 25^th September, 2024.

Further, second and final term of Mrs. Deepika Gandhi (DIN: 07017162) as Independent Director has been completed from the close of business hours on 13^th November, 2024, consequently she ceased/retired from Directorship of the Company. Your Board places on record her deep appreciation of the valuable contribution made by her during her tenure as an Independent Director of the Company.

iii. Key Managerial Personnel

As on the date of Boards Report, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Sanjay Singh (DIN:01548011), Chairman and Managing Director

2. Mr. Bhawani Shankar Soni (DIN:01591062), Whole time Director

3. Mr. Om Prakash Dhanotiya, Chief Financial Officer

4. Mr. Manish Joshi, Company Secretary and Compliance Officer (w.e.f. 01st May, 2025)

iv. Changes in Key Managerial Personnel

During the financial year 2024-25, following changes have been in Key Managerial Personnel:

A. on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 12^th August, 2024 has re-appointed Mr. Bhawani Shankar Soni (DIN: 01591062) as Whole Time Director of the Company for further period of three years w.e.f. 12" August, 2024 to 11^th August, 2027 which was further approved by the members in their 33^rd Annual General Meeting held on 25^th September, 2024.

B. Mr. Shailendra Kumar Agrawal has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 15" March, 2025.

Further, during the Current Financial Year 2025-26, on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 01" May, 2025 has appointed Mr. Manish Joshi as Company Secretary (CS) and Compliance Officer (KMP)of the Company w.e.f. 01" May, 2025.

v. Disqualifications of Directors:

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency selfassessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All Independent Directors of the Company have already cleared an online proficiency selfassessment test conducted by IICA.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had 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 year;

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

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

11. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://www.midindiaindustries.com/_files/ugd/6b2668_59e4f231ebf943ec817ca5f2d720efff.pdf

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on Wednesday, 13^th November, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details of Committees of the Board are given below:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has appointed Mr. Dhawal Bagmar (DIN: 10217380) as Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013

During the financial year 2024-25, the Company has not provided any loan or guarantee or made investment under Section 186 of the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.midindiaindustries.com/_files/ugd/6b2668_b71f1772a5684c0083671e95f01cbe5c.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2024-25.

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

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgoing as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during the year under review: The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange earning/outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

20. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website athttps://www.midindiaindustries.com/_files/ugd/6b2668_e8349c14316f4b7c9737b0f3fa5690f9.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-A and forms an integral part of the Board Report.

During the year under review, none of the employee of the company is drawing more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Further, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at csmidindia@gmail.com.

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

21. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (LODR) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing Company Secretary L.N. Joshi Proprietor of L.N. Joshi and Company confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company athttps://www.midindiaindustries.com/_files/ugd/6b2668_3ceef70024d14d8ab0156669654dce42.pdf. No Person has been denied access to the Audit Committee.

During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

23. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Secretarial Auditors

Pursuant to the provision of Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed Joshi Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate No.: 6873/2025) as the Secretarial Auditors of your Company subject to approval of members in ensuing 34th Annual General Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-2030 at such remuneration as shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-B and forms an integral part of this Report, which is self-explanatory.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Secretarial Auditor Observations	Management Comments
As per SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30th November, 2015 at-least 50% of Non-Promoters shareholding shall be in dematerialized form, however out of total Nonpromoter shareholding still only 41.35 % shareholding held in dematerializedform at the end of financial year 31.03.2025.	The Company have requested to members who holds shares in physicalform to get dematerialized their shareholding and also inform about the benefits of shares held in dematerialized. Further Total Non-promoters holding in demat form increased from 39.21% to 41.35% from the last financial year.
Pursuant to Regulation 31A(8)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was a delay in filing the disclosure regarding submission of the intimation of the reclassification application with the Stock Exchange.	The Company submits that the delay in the said disclosure was inadvertent and unintentional. It is pertinent to note that all other related disclosures for such event were made in a timely and appropriate manner in accordance with applicable regulations. The specific disclosure in question was made with a delay of nine days upon receipt of communication from exchange.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company had appointed L. N. Joshi & Co. Practicing Company Secretaries to undertake an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provisions of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2024-25 has been submitted to the stock exchange within prescribed time.

25. STATUTORY AUDITOR

A T M & Associates, Chartered Accountants (FRN: 017397C), were appointed as Statutory Auditors ofyour Company in the 30^th Annual General Meeting held on 20^th September, 2021, for a term of five consecutive years from the conclusion of 30^th Annual General Meeting up to the conclusion of the 35" Annual General Meeting to be held in the calendar year 2026.

EXPLANATION TO AUDITORS REMARKS:

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

26. COST AUDITOR

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

27. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company had appointed Priya Agal Bisani & Associates, Chartered Accountants, Indore, as the Internal Auditor of the Company and takes their suggestions and recommendations to improve and strengthen the internal control system. Their scope of work includes review of operational efficiency, effectiveness of system & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

28. MD/CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI (LODR) Regulations, 2015 and the same forms part of this Annual Report.

29. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. This Code has been posted on the Companys website at the web link:

https://www.midindiaindustries.com/_files/ugd/6b2668_754d3de403a341849a6f1c0c7713cdf9.pdf

All Board members and senior management personnel have affirmed compliance with this Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

30. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

31. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which has been occurred between the end of the financial year to which the financial statements relate and the date of this Boards Report.

32. ENVIRONMENT AND SAFETY

Safety is your companys top most priority with primary focus on developing a safety culture among employees. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received

regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed and pending during the financial year 2024-25 is given below:

S. No 1 Particulars	No. of Complaints
a Number of Complaints of Sexual Harassment received in the year	Nil
b Number of Complaints disposed during the year	Nil
c Number of cases pending for more than ninety days	Nil

34. LISTING OF SHARES:

Presently, the equity share capital of the Company is listed at the BSE Limited (Scrip Code: 500277). The Company is regular in complying with the requirements of the SEBI (LODR) Regulations, 2015 and has duly paid the requisite Listing Fees to the BSE Limited.

35. DEPOSITORY SYSTEM:

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

36. COMPLIANCE OF SECRETARIAL STANDARD:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

37. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY

Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27^th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Accordingly, the Company had earlier appointed Mr. Shailendra Kumar Agrawal (FCS: 12104), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company. However, he was resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 15^th March, 2025.

In view of the above and to comply the requirement of Rule 9(4) of Companies (Management and Administration) Rules, 2014 , the Board of Directors in their meeting held on 01" May, 2025 had appointed Mr. Manish Joshi (ACS 47472), Company Secretary of the Company and nominated as the new Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

38. OTHER DISCLOSURES

Your Directors state that disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

i. No Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. As on 31" March 2025, none of the Directors of the company hold instruments convertible into equity shares of the Company.

iii. There was no change in capital structure of the Company. Further, the Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

iv. No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

v. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

vi. There has been no change in the nature of business of the Company.

vii. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company for the financial year ending March 31, 2025.

viii. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

ix. There was no one time settlement of loan obtained from the Banks or Financial Institutions.

x. There were no revision of Financial Statements and Board Report of the company during the year under review.

xi. Since the total number of employees of the Company is below the prescribed threshold, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

39. ACKNOWLEDGMENT AND APPRECIATION

The Board desires to place on record its grateful appreciation for continued co-operation received from the banks, financial institutions, government, customers, shareholders and other stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the employees, investors, stakeholders, Banks and other regulatory authorities.

Date: 25th July, 2025	For and on behalf of the Board of Directors
Place: Indore	MID INDIA INDUSTRIES LIMITED
	Sanjay Singh	Bhawani Shankar Soni
	Chairman and MD	Whole Time Director
	DIN: 01548011	DIN: 01591062