Mid India Industries Ltd Directors Report

To,

The Members,

Mid India Industries Limited

Your Directors hereby present the 3511 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 31st March, 2026.

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, 2026, 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, 2026 as compared to the previous financial year is summarized below:

(Amount in Thousands except EPS)

Particulars	Year ended 31st March 2026	Year ended 31st March 2025
Total Income	132337.82	63216.91
Total Expenditure	128944.84	64478.10
Profit/(Loss) before tax	3392.98	(1261.19)
Less: Provision for Tax Current Tax Deferred Tax	529.31 (120.56)	(82.35)
Profit/(Loss) after tax	2984.24	(1178.84)
Other comprehensive Income ( Net of Tax)	32.19	(18.99)
Total Comprehensive Income	3016.43	(1197.83)
Paid up Equity Share Capital	163000.00	163000.00
Earning per share (INR10/- each) Basic & Diluted	0.19	(0.07)

1.2 OPERATIONS AND STATE OF COMPANYS AFFAIRS

The Company is engaged in the trading business, with a primary focus on the real estate sector. During the financial year 2025-26, the Company generated income primarily from the trading of heavy plant machinery and spare parts. The Company recorded total income of Rs. 1,323.38 lakhs for the financial year ended March 31, 2026, as compared to Rs. 632.17 lakhs in the previous financial year, representing a significant increase in revenue. The Company reported a net profit after tax before other comprehensive income of Rs. 29.84 lakhs, as against a net loss of Rs. 11.79 lakhs in the previous year.

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 2025-26 is applicable to the Company and the same is available on the website of the Company i.e. https://www.midindiaindustries.com/_files/ugd/6b2668_a14f9d7e27594be791f04834c223c36e.pdf

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

The Board met Five (5) times during the FY 2025-26, 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, 3411 Annual General Meeting of the Company for financial year 2024-25 was held on 23rd September, 2025 and No Extra Ordinary General Meeting of the Company was held during the financial year 2025-26.

4. DIVIDEND

In view of the inadequate profits earned during the financial year 2025-26 and the accumulated losses carried forward from previous years, the Board of Directors regrets that it is unable 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 2025-26.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the financial year 2025-26, 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 re- appointment. 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 2025-2026, no changes occurred in the composition of the Board Directors, and the Board remained unchanged throughout the year.

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

iv. Changes in Key Managerial Personnel

During the 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 self- assessment 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 self- assessment 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 profit 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 2025-26.

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_2172d46f391d4ce491ac13e2ac0a0310.pdf

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on Tuesday, 03rd February, 2026. 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 Company has not appointed any 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 2025-26, 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 2025-26 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 2025-26.

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 reporting period, following Foreign Exchange earnings and outgoings took place as required by Companies (Accounts) Rules, 2014.

. (Amount in Lakhs)

Particulars	2026	2025
Foreign Exchange Earning	965.31	Nil
Foreign Exchange outgo	Nil	Nil

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 at

https://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. Therefore, 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 Partner of Joshi Sahay 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 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 at

https://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 amended provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 34“ Annual General Meeting held on 23rd September 2025, approved the appointment of Joshi Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate No.: 6873/2025) as the Secretarial Auditor ofyour Company for the period of five consecutive financial year starting from 2025-26 to 2029-2030.

The Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

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 thefollowing:

Secretarial Auditor Observations

Management Comments

As per SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30" November, 2015 at-least 50% of Non-Promoters shareholding shall be in dematerialized form, however out of total Non- promoter shareholding still only 42.00 % shareholding held in dematerializedform at the end of financial year 31.03.2026.

The Company has 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 41.35% to 42.00% from the last financial year. The Company continues to take necessary steps to encourage the remaining shareholders to dematerialize their physical shareholding and achieve the prescribed requirement.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company had appointed Joshi Sahay & Company Practicing Company Secretaries to undertake an audit for the financial year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26 has been submitted to the stock exchange within prescribed time.

25. STATUTORY AUDITOR

Members are aware that A T M & Associates, Chartered Accountants (FRN: 017397C), the Statutory Auditors of the company who were appointed at the 30“ Annual General Meeting (AGM) of the Company held on 20“ September, 2021 for a period of 5 years, retires at the ensuing 35th Annual General Meeting. The Board has recommended to re-appoint A T M & Associates, Chartered Accountants (FRN: 017397C), as the statutory auditors of the company for a period of 5 years from the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting to be held in the Calendar year 2030-31.

A T M & Associates, Chartered Accountants (FRN: 017397C), have given eligibility certificate that they are in compliance with the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

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 is committed to providing a safe, secure and harassment-free workplace for all its employees. The Company has adopted an Anti-Sexual Harassment Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2025-26, the Company had less than ten employees and, accordingly, the constitution of an Internal Committee under the provisions of the Act was not applicable. In the event of any complaint relating to sexual harassment at the workplace, the same shall be dealt with by the Local Committee constituted by the appropriate authority under Section 6 of the POSH Act, in accordance with the provisions of the applicable law. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The status of the complaints filed, disposed and pending during the financial year 2025-26 is given below:

S. No	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

Further the Company did not have any female employee during the financial year except for a Woman independent director on its Board.

34. COMPLIANCE OF MATERNITY BENEFIT

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.

35. LISTING OF SHARES WITH STOCK EXCHANGE:

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 BSE Limited.

36. 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.

37. 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.

38. OTHER DISCLOSURES

Your Directors state that disclosure or reporting is required in respect of the following items as there were no transactios/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 2026, 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. 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, 2026.

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.

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: 12th August, 2026	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