Midwest Energy Ltd Directors Report

To

The Members,

Your Directors have pleasure in presenting the THIRTY- SIXTH ANNUAL REPORT together with the Audited (Standalone & Consolidated) Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended March 31, 2026 is summarized below.

(Amount in Lakhs)

PARTICULARS	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Gross Revenue	3199.21	376.07	1053.23	113.85
Total Expenditure	2919.62	684.22	2453.92	798.42
Profit/(Loss) before tax (PBT )	279.59	(308.15)	(1400.69)	(684.57)
Less: Tax Expenses	-	3.88	-	(0.74)
Profit/(Loss) after tax	279.59	(304..27)	(1400.69)	(684.57)
Total other comprehensive Income/Loss	-	0.39	(5.38)	1.65
Total comprehensive Income/Loss
a.	279.59	(303.88)	-1406.08	(682.18)
EPS	2.47	(6.69.71)	11.115	(12.31)

Standalone Performance:

Your Company achieved a total revenue of Rs. 3,199.21 lakhs during the financial year 2025–26, as compared to Rs. 376.07 lakhs in the previous year. The operations resulted in a profit before tax of Rs. 279.59 lakhs during FY 2025–26 as against a loss before tax of Rs. 308.15 lakhs in FY 2024–25. Consequently, the Company reported a profit after tax of Rs. 279.59 lakhs during the year under review as compared to a loss after tax of Rs. 304.27 lakhs in the previous year.

The operations resulted in a total comprehensive income of Rs. 279.59 lakhs in FY 2025–26, as compared to a total comprehensive loss of Rs. 303.88 lakhs in FY 2024–25.

Consolidated Performance:

On a consolidated basis, your Company recorded a total revenue of Rs. 1,053.23 lakhs during FY 2025–26 as compared to Rs. 113.85 lakhs in the previous year. The consolidated operations resulted in a loss before tax of Rs. 1,400.69 lakhs during FY 2025–26 as against a loss before tax of Rs. 684.57 lakhs in FY 2024–25.

The Company reported a total comprehensive loss of Rs. 1,406.08 lakhs for FY 2025–26, as compared to a total comprehensive loss of Rs. 682.18 lakhs in the previous year.

2. Merger and Amalgamation

During the year under review, the Honble Regional Director, South East Region, Hyderabad, Ministry of Corporate Affairs approved the Scheme of Amalgamation under Section 233 and other applicable provisions of the Companies Act, 2013, providing for the amalgamation of Midwest Energy Private Limited (Transferor Company) with the Our Company Midwest Gold Limited (Transferee Company). Pursuant to the Scheme becoming effective, the entire business undertaking of the Transferor Company, including all its assets, liabilities, contracts, licenses, approvals, employees, rights, obligations and other interests, stood transferred to and vested in the Company as a going concern. The Scheme has been implemented with the objective of consolidating the businesses under a single entity, achieving operational and administrative efficiencies, optimum utilisation of resources, reduction in costs, strengthening the financial position of the Company and creating enhanced value for all stakeholders. The amalgamation has also resulted in the simplification of the corporate structure, enabling more efficient management of operations and improved business synergies. The accounting effect of the Scheme has been given in the financial statements in accordance with the applicable Indian Accounting Standards. Pursuant to approved amalgamation scheme name of the Company changes from Midwest Gold Limited to Midwest Energy Limited and same has approved by the ROC on 25th May 2026.

3. Preferential Issue of Equity Shares :

During the financial year 2025-26, the Company raised capital through preferential allotment of equity shares on a private placement basis in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The preferential issue was approved by the Members of the Company at the Annual General Meeting held on 30th September, 2025 and the Extraordinary General Meeting held on 14th March, 2026.

Pursuant to the aforesaid approvals, the Board of Directors made the following allotments:

Date of Allotment	Category of Allottees	No. of Equity Shares	Issue Price (Rs. per share) (Including Face Value Rs. 10 each)
31-12-2025	Persons other than Promoter and Promoter Group	10,00,000	1,500
29-03-2026	Promoters, Promoter Group and Non-Promoter Investors	4,50,750	2,000
31-03-2026	Promoters of the Company	4,00,000	2,000

The equity shares allotted pursuant to the above preferential issues rank pari-passu in all respects with the existing equity shares of the Company. The funds raised through the preferential issue are being utilized for the purposes approved by the shareholders and as disclosed in the explanatory statement accompanying the notice convening the Extraordinary General Meeting and the relevant stock exchange disclosures.

4. TRANSFER TO GENERAL RESERVES:

Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2026.

5. DIVIDEND:

Considering the operating loss in current year and accumulated losses, your Directors does not recommend any dividend for the FY 2025-2026.

6. DEPOSITS:

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

7. SHARE CAPITAL:

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

1. 10,00,000 equity shares of face value Rs. 10/- each were allotted on December 31, 2025, to Non -Promoter of the Company, at an issue price of Rs. 1,500/- per share on preferential basis.

2. 4,50,750 equity shares of face value Rs. 10/- each were also allotted on March 29, 2026, to investors belonging to Promoter and non-promoter public category, at an issue price of Rs. 2,000/- per share, including a premium of Rs. 1990/- per share, for cash consideration on preferential basis.

3. 4,00,000 equity shares of face value Rs. 10/- each were also allotted on March 30, 2026, to the Promoters of the Company, at an issue price of Rs. 2,000/- per share, including a premium of Rs.1990/- per share, for cash consideration on preferential basis.

Pursuant to the above allotments, the issued, subscribed and paid-up share capital of the Company increased from Rs. 11,04,79,460/- (comprising 1,10,47,946 equity shares of Rs. 10/ - each) to Rs. 12,89,86,960/- (comprising 1,28,98,696 equity shares of Rs. 10/- each). Except as stated above, the Company has not issued any other shares, instruments convertible into equity shares, shares with differential voting rights, or sweat equity shares during the year under review.

• After closing of years on 08th April 2026, 73,500 shares allotted @ issue price of Rs. 2000 on preferential basis.

Pursuant to the above allotments, the issued, subscribed and paid-up share capital of the Company increased from Rs. 12,89,86,960/- (comprising 1,28,98,696 equity shares of Rs. 10/ - each) to Rs. 12,97,21,960/- (comprising 1,29,72,196 equity shares of Rs. 10/- each). Further Pursuant to the Scheme of Amalgamation of Midwest Energy Private Limited (Transferor Company) with the Company approved by the Honble Regional Director, South East Region, Hyderabad, Ministry of Corporate Affairs under Section 233 of the Companies Act, 2013, the Authorised Share Capital of the Company was increased by aggregating the Authorised Share Capital of the Transferor Company with that of the Company, in accordance with the terms of the Scheme.

Consequently, the Authorised Share Capital of the Company stands increased to Rs. 83,00,00,000/- (Rupees Eighty-Three Crores only), divided into 6,90,00,000 (Six Crores Ninety Lakhs) Equity Shares of Rs. 10/- each and 1,40,00,000 (One Crore Forty Lakhs) Preference Shares of Rs. 10/- each. Pursuant to Amalgamation Scheme Authorised Share Capital increased to Rs.

8. MEETINGS OF THE BOARD:

The Board met Fourteen (14) times during the financial year 2025-26, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 (the Act) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

9. CHANGE IN THE NATURE OF BUSINESS:

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

10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review and subsequent to the close of the financial year, there were certain changes in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company. The details of such changes are set out below:

Name	Designation / Position	Nature of Change	Effective Date
Mr. Anant Patwari (Membership No. A63592)	Company Secretary & Compliance Officer	Resignation	20-12-2025
Mr. Gridhar Agarwal (Membership No. A79826)	Company Secretary & Compliance Officer	Appointment	1 7 - 0 3 - 2 0 2 6
Mrs. Soumya K (DIN: 01760289)	Additional Director \u2013 Non- Executive Director	Appointment; proposed to be regularised at the ensuing AGM	27-06-2026
Mr. Gridhar Agarwal (Membership No. A79826)	Company Secretary & Compliance Officer	Resignation	31-05-2026
Ms. Prabhat Bhamini (Membership No. A69664)	Company Secretary & Compliance Officer	Appointment	05-06-2026
Mr. Deepak Kukreti	Whole-time Director	Resignation	28-07-2026
Mr. Kothamasu Sri Surya Pratap (DIN: 09764069)	Director	Resignation	28-07-2026
Mrs. Rajyalakshmi Ankireddy (DIN: 08974556)	Director	Resignation	28-07-2026
Mr. Sasikanth Rao (DIN: 08461309)	Director	Resignation	28-07-2026
Mr. Dinabandhu Mohapatra (DIN: 07488705)	Additional Director \u2013 Non- Executive Independent Director	Appointment for a term of five years, subject to approval of members at the ensuing AGM	28-07-2026
Mrs. Kollareddy Ranganayakamma (DIN: 00033569)	Additional Director \u2013 Non- Executive Director	Appointment; proposed to be regularised at the ensuing AGM	28-07-2026
Mrs. Rama Devi Dasari	Chief Financial Officer	Appointment	29-07-2026

11. DECLARATION BY INDEPENDENT DIRECTORS:

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

12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

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

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

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

13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the year under review, the Company undertook a significant corporate restructuring pursuant to the Scheme of Amalgamation of Midwest Energy Private Limited (Transferor Company) with Midwest Gold Limited (Transferee Company) under Sections 233 and other applicable provisions of the Companies Act, 2013.

The Scheme of Amalgamation was approved by the shareholders of the Company through Postal Ballot on January 02, 2026 and was sanctioned by the RD (SER), vide order dated March 26, 2026. Pursuant to the Scheme, the entire undertaking, properties, assets, rights, liabilities, obligations, contracts, employees and other matters pertaining to the Transferor Company were transferred to and vested in the Transferee Company, in accordance with the terms of the Scheme.

Consequent upon the Scheme becoming effective, Midwest Energy Private Limited was amalgamated with and merged into Midwest Gold Limited, and the Transferor Company ceased to exist as a separate legal entity. The Scheme further provided for the cancellation of the investment held by the Transferee Company in the Transferor Company and the consequential reorganization of the share capital of the Transferee Company. The Authorised share capital of the amalgamated company was correspondingly consolidated in accordance with the provisions of the Scheme.

In accordance with the terms of the Scheme, the name of the Transferee Company was changed from Midwest Gold Limited to Midwest Energy Limited. The said change of name was approved and registered by the Registrar of Companies, Hyderabad, on May 25, 2026. The change of name was subsequently approved by BSE Limited on July 10, 2026.

Accordingly, the Company is now known as Midwest Energy Limited (formerly known as Midwest Gold Limited).

Subsidiaries and Joint Ventures

Consequent upon the amalgamation of Midwest Energy Private Limited with the Company, the subsidiaries and joint venture of the Transferor Company have become the subsidiaries and joint venture of Midwest Energy Limited, and the earlier step-down relationship through Midwest Energy Private Limited no longer exists.

Accordingly, the following entities are now subsidiaries / joint venture of Midwest Energy Limited (formerly known as Midwest Gold Limited):

Subsidiaries

1. Midwest Advanced Materials Private Limited- Subsidiary, India

2. Midwest Energy Devices Private Limited - Subsidiary, India

3. Christian Michelsen Energy Private Limited - Subsidiary, India

4. Midwest Energy Devices INC - Subsidiary, USA

5. Good Energy Private Limited – Sri Lanka - Subsidiary, Sri Lanka

6. M&M Plasma Systems Private Limited - Subsidiary, India

7. National Solar Management LLC - Subsidiary of Midwest Energy Devices INC, USA

8 Good Energy One Limited - Subsidiary of Good Energy Private Limited, Sri Lanka

9. Good Energy Four Limited - Subsidiary of Good Energy Private Limited, Sri Lanka 10. Good Energy Five Limited - Subsidiary of Good Energy Private Limited, Sri Lanka 11. Good Energy Six Limited - Subsidiary of Good Energy Private Limited, Sri Lanka

M&M Plasma Systems Private Limited – Joint Venture Company

The above entities, which were subsidiaries / joint venture of Midwest Energy Private Limited prior to the amalgamation, are now part of the Companys subsidiary / joint venture structure pursuant to the Scheme of Amalgamation.

The Company continues to prepare Consolidated Financial Statements in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Accounting Standards / Ind AS, as the case may be.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries, associate companies and joint ventures, in the prescribed Form AOC-1, is attached as Annexure – I to this Report.

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

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

Subsequent to the close of the financial year, the following material events took place:

1. Preferential Allotment of Equity Shares: On April 08, 2026, the Company allotted 73,500 equity shares of face value Rs.10/- each on a preferential basis at an issue price of Rs. 2,000/ - per equity share, including a premium of Rs. 1,990/- per equity share, for cash consideration. Pursuant to the said allotment, the issued, subscribed and paid-up share capital of the

Company increased from Rs. 12,89,86,960/- (comprising 1,28,98,696 equity shares of Rs. 10/ - each) to Rs.12,97,21,960/- (comprising 1,29,72,196 equity shares of Rs. 10/- each).

2. Change in the Name of the Company: The Registrar of Companies approved the change in the name of the Company from Midwest Gold Limited to Midwest Energy Limited with effect from May 25, 2026. Consequent upon the approval of the Registrar of Companies and receipt of approval from BSE Limited, the name of the Company stands changed to Midwest Energy Limited.

3. Change in Registered Office: The Registered Office of the Company was shifted with effect from June 05, 2026, from 1st Floor, H.No.8-2-684/3/25&26, Road No. 12, Banjara Hills, Hyderabad - 500034 to Level 19, Wing A, Sky One, Prestige Skytech, Financial District, Nanakramguda, Hyderabad, Gachibowli, K.V.Rangareddy, Seri Lingampally, Telangana, India, 500032 in accordance with the applicable provisions of the Companies Act, 2013, and the necessary statutory filings were completed.

Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY:

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

16. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

During the financial year under review, the Company entered into contracts, arrangements and transactions with related parties in the ordinary course of business and on an arms length basis, wherever applicable. The particulars of such contracts or arrangements as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 annexed to this Boards Report and form an integral part thereof. The related party disclosures as required under Ind AS are provided in the Notes to the Financial Statements.

All related party transactions are placed before the Audit Committee for its review and approval, as applicable. The details of the Policy on Related Party Transactions approved by the Board of Directors and the Audit Committee are available on the Companys website at: https://www.midwestgoldltd.com/pdf/Policy_on_Related_Party_transactions.pdf

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

20. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

23. AUDITORS:

STATUTORY AUDITORS

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

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

The Statutory Audit Reports issued by M/s. Majeti & Co., Chartered Accountants (Firm Registration No. 015975S), on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year 2025–26 form part of this Annual Report.

The Auditors Reports on both the Standalone and Consolidated Financial Statements contain a qualification. The details of the qualification and the Managements response thereto are set out below:

Audit Qualification

Management\u2019s / Board\u2019s Response

The Statutory Auditors have reported a qualification in respect of expenditure amounting to Rs. 2,558.10 lakhs, classified under \u201cIntangible Assets Under Development\u201d in the respective Standalone and Consolidated Financial Statements. The Statutory Auditors have stated that the Company/Group has not provided sufficient appropriate audit evidence to demonstrate that the recognition criteria prescribed under Paragraph 57 of Ind AS 38 \u2013 Intangible Assets have been met in respect of such capitalization. In the absence of such evidence, the Statutory Auditors have stated that they are unable to determine whether any adjustments to the aforesaid amounts are necessary. The impact of the aforesaid qualification has been stated by the Statutory Auditors as \u201cNot Quantified.\u201d

The Management has stated that the quantification of the impact of the aforesaid qualification cannot be made at this stage. The Management is taking necessary steps to compile and provide the relevant information and supporting documents in respect of the expenditure classified under \u201cIntangible Assets Under Development\u201d and to address the observations raised by the Statutory Auditors.

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

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Act read with rules made thereunder, M/s. Bhuvan Kotha, & Co., Chartered Accountant, was appointed as the Internal Auditors of the Company to conduct an internal audit of the functions and activities of the Company for the Financial Year 2025-26.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), CS Munesh Kumar Gaur, Practising Company Secretary (ACS: 39597), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years, from FY 2025-26 to FY 2029-30, at the 35th Annual General Meeting of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by CS Munesh Kumar Gaur, Practising Company Secretary, is annexed as Annexure-III and forms part of this Report. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Regulation 24A(2) of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Company has obtained the Annual Secretarial Compliance Report for FY 2025-26 from CS Munesh Kumar Gaur, Practising Company Secretary, confirming compliance with the applicable SEBI Regulations, circulars and guidelines issued thereunder. A copy of the same was submitted to the Stock Exchanges on May 30, 2026.

COST RECORDS & AUDIT:

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

2 4 . ANNUAL RETURN:

Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return as on March 31, 2026 is being placed on website of the Company www.midwestgoldltd.com.

2 5 . MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

2 6 . CORPORATE GOVERNANCE:

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

The Company has accordingly implemented the necessary governance practices and procedures in compliance with the applicable provisions of the Listing Regulations. A separate report on Corporate Governance, , is annexed herewith as Annexure-V and forms part of this Annual Report and a Certificate on Corporate Governance compliance for the financial year ended on March 31, 2026 issued by CS P Srikant, Practicing Company Secretary, is also attached herewith as Annexure–VI

2 7 . WHOLE TIME DIRECTOR & CFO CERTIFICATE:

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

2 8 . COMMITTEES OF BOARD OF DIRECTORS

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

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

The Board has accepted all the recommendations of the Committees.

2 9 . RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:

As none of directors of the Company are paid remuneration, the ratio of remuneration of each director to the median employee is not applicable. However, remuneration has been paid to Key Managerial Personnel and details are detailed below: (i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2025-26 and ratio of the remuneration of each Director to the median remuneration of employees of the Company for the financial year 2025-26, are as under:

S. No. Name of Director/ KMP and designation	D i r e c t o r / KMP for the financial year 2025-26 (In Rs.)	% increase in remuneration during the financial year 2025-26	Ratio of remuneration of each director to median remuneration of employees
1. Mr. Baladari Satyanarayana Raju, Whole-time Director	Nil	Nil	Nil
2. Mr. Deepak Kukreti, Whole-time Director	Nil	Nil	Nil
3. Mr. Bhaskara Rao Gadipudi,	Nil	Nil	Nil
Non-Executive Independent Director
4. Mr. Kothamasu Sri Surya Pratap,	Nil	Nil	Nil
Non-Executive Independent Director
5. Mrs. Rajyalakshmi Ankireddy, Non -Executive Director	Nil	Nil	Nil
6. Mr. Rao Sasikanth, Non-Executive Director	Nil	Nil	Nil
7. *Mr. Somasekhar Reddy Bhimavarapu,	NA	NA	NA
Non-Executive Independent Director
8. **Mr. Anant Patwari, Company Secretary	1,50,000	Nil	Nil
9. ***Mr. S. Anand Reddy, Chief Financial Officer	9,43,507	5.94%	Nil
10. ****Mr. Palepu Venkatachala Ramakrishna	NA	NA	NA
Chief Financial Officer

*Appointed w.e.f April 10, 2025

** Resigned w.e.f December 20, 2025 ***Resigned w.e.f April 10, 2025 ****Appointed w.e.f April 11, 2025

(ii) In the financial year, there was no increase in the median remuneration of employees. (iii) There were Forty (40) permanent employees on rolls of the Company as on March 31, 2026. (iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: As per Companys increment guidelines.

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

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

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

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

The Company provides a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee have been constituted to enquire into complaints and to recommend appropriate action, wherever required in compliance with the provisions of the said Act.

During the year under review, no complaint was reported to the Committee. a . number of complaints of sexual harassment received in the year: Nil b. number of complaints disposed off during the year: Nil c . number of cases pending for more than ninety days: Nil

3 2 . SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

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

3 3 . PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

3 4 . SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

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

3 5 . COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS

ACT, 1961

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

36. STOCK EXCHANGE LISTING

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

37. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Act, the Board of Directors of your Company hereby certifies and confirms that: i. In the preparation of the Annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that financial year; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the Annual accounts on a going concern basis; v. The directors, has laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

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

//BY ORDER OF THE BOARD//
For MIDWEST ENERGY LIMITED
(Formerly Known as Midwest Gold Limited)

Baladari Satyanarayana Raju
Whole Time Director
DIN: 01431440

Soumya K
Director
DIN-01760289
Place: Hyderabad
Date: 07-09-2026