Midland Polymers Ltd Directors Report

To

The Members of Midland Polymers Limited

We have pleasure in presenting the 34th Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under

(Rs. In Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	-	-
Other Income (Including Exceptional Items)	-	-
Total Expenses	14.07	14.77
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(14.07)	(14.77)
Less: Depreciation/ Amortisation/ Impairment	-	-
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(14.07)	(14.77)
Less: Finance Costs	-	-
Profit /loss before Exceptional items and Tax Expense	(14.07)	(14.77)
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(14.07)	(14.77)
Less: Tax Expense (Current & Deferred)	-	-
Profit / (Loss) for the year (1)	(14.07)	(14.77)
Other Comprehensive Income	-
Total Comprehensive Income	(14.07)	-
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-
Balance carried forward	-	-
Earning per Equity Share
Basic	(2.10)	(2.21)
Diluted (in Rs.)	(2.10)	(2.21)

2. REVIEW OF OPERATIONS:

The Company reported no revenue from operations for the financial year 2025-26, consistent with the previous year. The net loss for the year stood at Rs.14.07 Lakhs, compared to a net loss of Rs.14.77 Lakhs in the previous financial year.

3. DIVIDEND

The directors have not recommended dividend for the year 2025-26.

4. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as on 31.03.2026 is Rs. (264.58) Lakhs.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review, there was no change in the nature of business of the Company.

However, subsequent to the financial year ended 31.03.2026, the Company proposed to diversify its business activities into electrical power transmission and distribution projects, underground cabling, rural and urban electrification, renewable energy projects, defence infrastructure, and other infrastructure projects, including irrigation and water management projects, on EPC, turnkey and other contractual basis. Accordingly, the Members of the Company at their Extra-Ordinary General Meeting held on 25.04.2026 approved the alteration of the Main Objects contained in Clause III(A) of the Memorandum of Association of the Company by adding new objects relating to the aforesaid activities.

The same was approved by Registrar of Companies on 01.06.2026

7. OPEN OFFER:

During the financial year, a Share Purchase and Share Subscription Agreement (SPASSA) dated 27.03.2026 was entered into among Mrs. Gayathri Boreddy, Mr. Jagannath Edla, Mr. Radha Krishna Avudari, Mr. Shaik Mahammad Amaan, Mr. Ravi Kiran Veeramalla, JMRCLEAN Energy Private Limited and Midland Polymers Limited. Pursuant to the aforesaid transaction, the acquisition of shares, voting rights and control of the Company triggered a mandatory Open Offer under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations).

Accordingly, the Acquirers completed the applicable regulatory requirements in relation to the Open Offer, including issuance of the Public Announcement, Detailed Public Statement, Draft Letter of Offer and Letter of Offer to the public shareholders of the Company.

The Open Offer was made for acquisition of up to 97,50,000 equity shares, representing 26.00% of the Expanded Equity and Voting Share Capital of the Company, at an offer price of Rs.10 per equity share. The Open Offer opened on 03.06.2026 and closed on 16.06.2026. As disclosed by the Manager to the Offer, 1,765 equity shares were tendered and accepted under the Open Offer and the consideration was paid in accordance with the applicable provisions of the SEBI SAST Regulations.

Following the completion of the aforesaid preferential allotment on 29.07.2026 and completion of the Open Offer, there was a change in the ownership and management of the Company. Pursuant to the said transactions, Mrs. Gayatri Boreddy, Mr. Radha Krishna Avudari, and Mr. Shaik Mahammad Amaan became Promoters of the Company, resulting in a change in the ownership structure of the Company. Further, pursuant to the appointment of new Directors at the meeting of the Board of Directors held on 12.08.2026, the management of the Company was reconstituted.

The Board places on record its appreciation for the valuable contributions made by the erstwhile management and welcomes the new management. The Board looks forward to the future growth and development of the Company under the new management.

8. CHANGE IN OBJECTS OF THE COMPANY:

During the period under review the Board of Directors in its meeting held on 27.03.2026 altered the object clause of the company by adding a New Sub-clauses to existing clauses III (A) of the Memorandum of Association of the Company and same was approved by the shareholders at their meeting held on 25.04.2026 which are as follows:

1. To undertake, execute, design, engineer, procure, construct, commission, operate import, export, trade, supply, deal, form joint ventures, partnerships, consortiums or collaborations with Indian or foreign entities and maintain electrical power transmission and distribution systems including overhead lines, underground cabling works (UG cables), substations, switchyards, and allied infrastructure on Engineering, Procurement and Construction (EPC), turnkey or item-rate basis in India and abroad and to provide consultancy, project management services, technical advisory, supervision and operation and maintenance services in relation thereto.

2. To carry out underground cabling projects, rural and urban electrification works, smart grid systems, electrical installations, testing and commissioning, and all related civil and electro-mechanical works associated with power infrastructure, and to import, export, trade, supply, deal, form joint ventures, partnerships, consortiums or collaborations with Indian or foreign entities and provide consultancy, project management services, technical advisory, supervision and operation and maintenance services in relation thereto.

3. To undertake wind energy projects including development, design, engineering, procurement, erection, installation, commissioning, operation and maintenance of wind power plants, wind turbines and related infrastructure on EPC, turnkey or other contractual basis in India and overseas including import, export, trade, supply, deal, form joint ventures, partnerships, consortiums or collaborations with Indian or foreign entities and to provide consultancy, project management services, technical advisory, supervision and operation and maintenance services in relation thereto.

4. To participate in tenders and undertake civil, electrical, electro-mechanical and infrastructure works for defence establishments including construction, development, execution, modernization and maintenance of defence infrastructure including strategic and sensitive installations, airstrips, naval infrastructure, border infrastructure, bunkers, testing facilities and allied works for defence establishments, paramilitary forces and other government agencies in India and abroad, government departments, public sector undertakings (PSUs) and allied agencies on EPC, turnkey or contract basis including import, export, trade, supply and deal in equipment, materials, machinery and components required for such activities, and to enter into joint ventures, partnerships, consortiums or collaborations with Indian or foreign entities for execution of such projects and to provide consultancy, project management services, technical advisory, supervision and operation and maintenance services in relation thereto.

5. To undertake, execute and carry out infrastructure projects including but not limited to irrigation projects, water supply systems, dams, canals, lift irrigation systems, pipelines, reservoirs, water treatment plants, sewage treatment plants and allied works on EPC, BOT (Build-Operate-Transfer), BOOT (Build-Own-Operate-Transfer) or any other contractual basis in India and abroad including import, export, trade, supply, deal, form joint ventures, partnerships, consortiums or collaborations with Indian or foreign entities and to provide consultancy, project management services, technical advisory, supervision and operation and maintenance services in relation thereto. consortiums or collaborations with Indian or foreign entities for execution of such projects.

9. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Subsequent to 31st March 2026, the Company underwent significant corporate developments pursuant to the preferential issue, Open Offer and acquisition of shares in JMRCLEAN Energy Private Limited including changes in the ownership, management, share capital and capital structure of the Company.

The Members of the Company, at the Extra-Ordinary General Meeting held on 25.04.2026, approved the proposed preferential issue of Equity Shares and Convertible Warrants by passing the requisite resolution.

Pursuant to the applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), a mandatory Open Offer was made by the Acquirers for acquisition of up to 97,50,000 Equity Shares, representing 26.00% of the expanded equity and voting share capital of the Company, at an offer price of Rs.10/- per Equity Share. The Open Offer opened on 03.06.2026 and closed on 16.06.2026. Pursuant to the Open Offer, 1,765 Equity Shares were tendered and accepted, aggregating to a consideration of Rs.17,650/-. The completion of the Open Offer, together with the related transaction, resulted in a change in the ownership, management and control of the Company.

Subsequent to the financial year-end, BSE Limited granted in-principle approval for the proposed preferential issue on 15.07.2026. Pursuant to the receipt of the said approval and completion of the requisite regulatory and corporate compliances, the Company completed the allotment of securities pursuant to the preferential issue on 29.07.2026.

Pursuant to the preferential issue, the Company allotted 79,73,518 Equity Shares of Rs.10/- each at an issue price of Rs.10/- per Equity Share for cash consideration and 91,00,000 Convertible Warrants at an issue price of Rs.10/- per Warrant on a preferential basis. The Company received 25% of the consideration payable towards the Convertible Warrants at the time of allotment. The aforesaid allotment resulted in a significant change in the paid-up share capital and capital structure of the Company.

Further, pursuant to the share swap arrangement forming part of the transaction, the Company acquired 70% of the equity share capital of JMRCLEAN Energy Private Limited, comprising 7,00,000 Equity Shares, consequent to which JMRCLEAN Energy Private Limited became a subsidiary of the Company. The consideration for the acquisition was discharged by allotment of 73,78,350 Equity Shares of the Company of Rs.10/- each at an issue price of Rs.10/- per Equity Share, aggregating to Rs.7,37,83,500/-.

Following the completion of the aforesaid preferential allotment on 29.07.2026 and completion of the Open Offer, there was a change in the ownership and management of the Company. Pursuant to the said transactions, Mrs. Gayatri Boreddy, Mr. Radha Krishna Avudari, and Mr. Shaik Mahammad Amaan became Promoters of the Company, resulting in a change in the ownership structure of the Company. Further, pursuant to the appointment of new Directors at the meeting of the Board of Directors held on 12.08.2026, the management of the Company was reconstituted.

Except for the aforesaid matters, there were no other material changes or commitments which have occurred between the end of the financial year and the date of this Report that have a material effect on the financial position of the Company.

10. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

11. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Authorized share capital of the Company as on 31st March 2026 stood at Rs. 13,60,00,000/- (Rupees Thirteen crores Sixty Lakhs Only) divided into 1,36,00,000 (One Crore Thirty Six Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

The issued, subscribed and paid-up share capital of the Company as on 31st March 2025 stood at Rs. 66,87,600 (Rupees Sixty-Six Lakhs Eighty-Seven Thousand Six Hundred Only) divided into 6,68,760 (Six Lakhs Sixty-Eight Thousand Seven Hundred and Sixty) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

The following changes in Authorised and Paid-up share capital subsequent to 31.03.2026 are as follows:

1. Increase in Authorised Share Capital from Rs. 13,60,00,000/- to Rs 40,00,00,000/- in EGM held on 25.04.2026

2. Board of Directors in its meeting held on 29.07.2026 has allotted 1,53,51,868 equity shares on preferential basis and subsequently paid up capital was increased from Rs. 66,87,600/- to Rs. 16,02,06,280/-

12. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Protection Fund under the Section 125 (1) and Section 125 (2) of the Act.

13. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Protection Fund under the Section 125 (1) and Section 125 (2) of the Act.

14. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

During the FY 2025-26 and subsequent to 31.03.2026, following were the appointments/ reappointments/ resignations took place as detailed below:

a.) Appointments:

S. No. Name of the Director/KMP/ Officer	Designation	Date of Appointment
1.. Mrs. Archita Singh Gangwar	Company Secretary and Compliance Officer	03.07.2025
2.. Mrs. Mounika Pammi	Independent Director	04.08.2025
3. Mr. Sreeram Athota	Independent Director	31.01.2026
4. Mr. Nagabhyru Subbarao	Non-Executive Director (Additional)	12.08.2026
5. Mr. Shaik Mahammad Amaan	Whole-time Director (Additional)	12.08.2026
6. Mr. L Prashanth Reddy	Chairman and Managing Director (Additional)	12.08.2026
7. Mr. Chereddy Ajay Raj	Chief Financial Officer	12.08.2026

b.) Resignations:

S. No. Name of the Director/KMP/ Officer	Designation	Date of Resignation
1.. Mrs. Duggina Jyothsna Lakshmi	Company Secretary and Compliance Officer	30.04.2025
2.. Mr. G. Rama Rao	Non-Executive Director	19.05.2025
3. Mrs. Priyanka Agarwal	Independent Director	31.01.2026
4. Mrs. Vanaja Veeramreddy	Managing Director	12.08.2026
5. Mr. Praneeth Thota	Whole-time Director and CFO	12.08.2026

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS.

The Company has received declarations from Mr. Sreeram Athota, Mrs. Mounika Pammi, Mr. Shivashankar Reddy Gopavarapu, Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the IDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, 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 judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

16. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist 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. Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

17. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

18. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has devised, inter alia, the following policies viz.: a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.

The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations. The Policy is available on the companies website and can be accessed at www.midlandpolymers.com.

19. BOARD MEETINGS:

The Board of Directors duly met Ten (10) times during the financial year from 1st April 2025 to 31st March 2026 on 30.04.2025, 19.05.2025, 27.05.2025, 03.07.2025, 30.07.2025, 04.08.2025, 03.09.2025, 11.11.2025, 31.01.2026 and 27.03.2026 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

20. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

21. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 31.01.2026 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

The Board 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.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure I to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure II.

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 ratio of remuneration of Ms. Vanaja Veeramreddy, Managing Director of the Company is nil as no remuneration was paid.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134 (5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF

SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the Financial Year 2025-26, the Auditors have not reported any matter 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.

27. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-26 is given as Annexure VII in this Annual Report.

28. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or Associate Companies.

29. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, the Company did not have any Subsidiary, Joint Venture or Associate Company. However, subsequent to 31st March 2026, pursuant to the Share Purchase and Share Subscription Agreement (SPSSA) and the preferential allotment made on 29th July 2026, the Company acquired 70% of the equity share capital of JMRCLEAN Energy Private Limited through a share swap arrangement. Consequently, JMRCLEAN Energy Private Limited became a Subsidiary of Midland Polymers Limited with effect from 29th July 2026.

30. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

31. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments exceeding the limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

33. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companys website at www.midland.polymers.com . This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are appended as Annexure III to this Report and form an integral part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to notes of the financial statements which sets out related party disclosures pursuant to IND AS-24.

34. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

35. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

36. CORPORATE SOCIAL RESPONSIBILITY CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company -www.midlandpolymers.com.

38. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

39. AUDITORS:

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Pundarikashyam and Associates, Chartered Accountants, were re-appointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting for a term commencing from the conclusion of the said Annual General Meeting held for FY 2023-24 continuing until the conclusion of the Annual General Meeting to be held for the financial year 2028-29.

The Auditors Report for the financial year ended 31st March 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors Report forms part of the Annual Report along with the financial statements of the Company.

The Company has received an audit report with an unmodified opinion from the Statutory Auditors on the audited financial statements of the Company for the financial year ended 31st March 2026.

The Statutory Auditors have confirmed that they have subjected themselves to the peer review process conducted by the Institute of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued by the Peer Review Board of the ICAI.

b. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. Pavan Reddy & Associates Chartered Accountants, Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

M/s. Pavan Reddy & Associates, Chartered Accountants were re-appointed as Internal Auditors of the Company for the FY 2026-27.

c. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report for the financial year ended 31st March 2026, issued pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit of the Company for the financial year ended 31st March 2026 was carried out by M/s. Nuren Lodaya and Associates, Company Secretaries. The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report and forms an integral part thereof.

The Secretarial Auditors Report for the financial year ended 31st March 2026 contains one qualification/observation. The Board has duly considered the same and the Managements explanation/response to the qualification is provided below:

Observation:

Disclosure relating to composition of Audit Committee in the Integrated Governance Report for the quarter and half year ended 30.09.2025

Managements Response:

The Management stated that the omission was inadvertent in nature and confirmed that the Company remained compliant with the requirements relating to the constitution of the Audit Committee under Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, throughout the relevant period. The revised Integrated Governance Report was duly filed with the Stock Exchange, and the fine imposed by BSE Limited was duly paid. Further, the Company had submitted a Waiver Application to BSE Limited on 22.01.2026.

Except for the aforesaid qualification/observation, the Secretarial Audit Report does not contain any other qualification, reservation or adverse remark.

40. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30.05.2026, was given by M/s. Nuren Lodaya and Associates, Practising Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

41. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

42. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2026.

43. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company has devised, inter alia, the following policies viz.:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.

The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations. The Policy is available on the Companys website and can be accessed at www.midlandpolymers.com The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The Policy is available on the Companys website and can be accessed at www.midlandpolymers.com .

There has been no change in the above two policies, during the year under review.

44. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.midlandpolymers.com

45. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- V to this report.

In terms of Regulations 25(8) of the 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 judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

47. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website www.midlandpolymers.com .

48. NON- EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

50. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.midlandpolymers.com .

51. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

54. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

55. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

56. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received:	Nil
No. of complaints disposed off:	Nil
No. of cases pending for more than ninety days:	Nil

57. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.midlandpolymers.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

58. INSURANCE:

The Company is not having any major fixed asset and therefore no insurance is taken.

59. DEVIATIONS, IF ANY OBSERVED FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERNTIAL ISSUE, ETC:

During the year under review, the Company did not raise any funds through public issue, preferential issue or other specified modes. Accordingly, there were no deviations or variations in the utilisation of funds raised during the year under review.

However, subsequent to 31st March 2026, the Company completed a preferential allotment on 29th July 2026, pursuant to which 79,73,518 Equity Shares were allotted for cash consideration and 91,00,000 Convertible Warrants were allotted at an issue price of Rs.10/- per warrant. Further, 73,78,350 Equity Shares were allotted against consideration other than cash pursuant to the acquisition of 70% equity shareholding in JMRCLEAN Energy Private Limited through a share swap arrangement.

Since the aforesaid preferential allotment was completed subsequent to the financial year-end, the same does not constitute funds raised during the year under review. The funds received pursuant to the preferential allotment for cash consideration are yet to be utilised by the Company and, accordingly, there have been no deviations or variations in the utilisation of such funds as at the date of this Report.

60. ENVIRONMENTS AND HUMAN RESORCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

61. RISK MANAGEMENT POLICY:

The Company has developed and implemented a comprehensive Risk Management Policy for identifying, assessing and mitigating various risks that may affect its operations and overall performance. The Risk Management Policy is available on the Companys website at: www.midlandpolymers.com.

62. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities. However subsequent to thw financial year 31.03.2026 the company has taken up the following:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employees stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes

The Board of Directors of the Company, at its meeting held on 27th March 2026, approved the proposal for issuance of securities on a preferential basis, subject to the approval of the Members of the Company and such other regulatory/statutory approvals as may be required, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said proposal was subsequently approved by the Members of the Company at the Extra-Ordinary General Meeting held on 25th April 2026.

BSE Limited granted its in-Principle approval for the proposed preferential issue on 15th July 2026. Pursuant to receipt of the said approval and fulfilment of the applicable conditions, the Board of Directors, at its meeting held on 29th July 2026, approved and completed the allotment pursuant to the preferential issue.

Accordingly, the Board in its meeting has approved the issue of the following:

a) 73,78,350 Equity Shares of face value of Rs.10/- each at an issue price of Rs.10/- per Equity Share issued for consideration other than cash pursuant to share swap arrangement.

b) 79,73,518 Equity Shares of face value of Rs.10/- each at an issue price of Rs.10/- per Equity Share issued for cash consideration.

c) 91,00,000 Convertible Warrants at an issue price of Rs.10/- per Warrant for cash consideration.

The preferential allotment of the Equity Shares and Convertible Warrants was made in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

h) Issue of equity shares with differential rights as to dividend, voting: NA

63. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,1961

The provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder are not applicable to the Company, as the Company has less than 10 employees during the year under review.

64. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board Midland Polymers Limited

	L Prashanth Reddy	Nagabhyru Subbarao
Place: Hyderabad	Chairman and Managing Director	Additional Director
Date: 12.08.2026	(DIN: 08350953)	(DIN: 05300681)