Midwest Gold Ltd Directors Report

To

The Members,

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

1. FINANCIAL HIGHLIGHTS:

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

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

Standalone Performance:

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

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

Consolidated Performance:

On a consolidated basis, your Company recorded a turnover of 77.58 lakhs and other income of

36.26 lakhs during the year. The consolidated operations resulted in a total comprehensive loss of 682.17 lakhs for FY 2024–25.

2. CHANGE IN PROMOTER & CESSATION OF SUBSIDIARY STATUS:

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

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

Rs. 22.75 per equity share, determined on the basis of a valuation report issued by a SEBI-registered valuer.

Following this acquisition, Mr. Rama Raghava Reddy Kollareddy became the Promoter of the Company, and as a result, Midwest Gold Limited ceased to be a subsidiary of Midwest Limited.

3. PREFERENTIAL ISSUE:

- Preferential Issue of Equity Shares for Consideration Other than Cash

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

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

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

- Preferential Issue of Equity Shares for Cash

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

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

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

Variation in Objects of Preferential Issue

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

The revised objects, inter alia:

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

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

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

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

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

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

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

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

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

4. TRANSFER TO GENERAL RESERVES:

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

5. DIVIDEND:

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

6. DEPOSITS:

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

7. SHARE CAPITAL:

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

1. 46,21,770 equity shares of face value Rs. 10/- each were allotted on January 31, 2025, to Mr. Rama Raghava Reddy Kollareddy, Promoter of the Company, at an issue price of 85.61/-per share. This allotment was made for consideration other than cash, pursuant to a share swap arrangement for the acquisition of 4,71,59,690 equity shares of Midwest Energy Private Limited, representing 97.40% of its equity share capital, from Mr. Rama Raghava Reddy Kollareddy.

2. 31,56,176 equity shares of face value 10/- each were also allotted on January 31, 2025, to investors belonging to the non-promoter public category, at an issue price of 250/- per share, including a premium of 240/- per share, for cash consideration.

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

Rs. 11,04,79,460/- (comprising 1,10,47,946 equity shares of Rs. 10/- each).

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

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

8. MEETINGS OF THE BOARD:

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

9. CHANGE IN THE NATURE OF BUSINESS:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

Retirement by Rotation

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

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

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

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

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

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

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

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

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

12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

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

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

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

13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the year under review, your Company acquired 4,71,59,690 equity shares of Midwest Energy Private Limited, representing 97.40% of its equity share capital, from Mr. Rama Raghava Reddy Kollareddy through a share swap arrangement on January 31, 2025. Subsequent to the end of the financial year, the Board of Directors at its meeting held on May 29, 2025, approved the acquisition of the remaining 12,60,010 equity shares, representing 2.60% of the equity share capital of Midwest Energy Private Limited. Following the acquisition, Midwest Energy Private Limited became a wholly owned subsidiary of your Company effective June 06, 2025.

Step-down Subsidiaries and Step-down Joint Venture:

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

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

• Midwest Advanced Materials Private Limited – Step-down Subsidiary

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

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

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

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

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

Step-down Joint Venture:

• M&M Plasma Systems Private Limited – Step-down Joint Venture Company (through Midwest Energy Private Limited) Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, in the prescribed format Form AOC-1, is attached as "Annexure – I" to this Report.

Further, in compliance with Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and the separate audited financial statements in respect of its subsidiaries, are available on the 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:

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

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY:

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

16. CORPORATE SOCIAL RESPONSIBILITY:

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

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE ACT:

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

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES:

All related party transactions that were entered into during the financial year under review were at arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there is no transaction to be reported in Form AOC-2.

All related party transactions are placed before the Audit Committee for approval. The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Companys website at https://www.midwestgoldltd.com/ pdf/Policy_on_Related_Party_transactions.pdf Members may refer to Notes of the Financial Statement which sets out related party disclosures pursuant to Ind AS.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

20. COMPLIANCE WITH SECRETARIAL STANDARDS

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

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

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

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Audit Committee reviews adherence to the internal control system and internal audit reports. Further the Board reviews the effectiveness of the 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 that they are not disqualified from continuing as Statutory Auditors under the provisions of the Act.

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

There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditors Report on the Standalone Financial Statements for the financial year 2024–25. However, the Auditors Report on the Consolidated Financial Statements contains one audit qualification, which is self-explanatory and does not call for any further comments from the Board. Further, the Statutory Auditors have not reported any instance of fraud by the Company or on the Company by its officers or employees under the second proviso to Section 143(12) of the Act.

INTERNAL AUDITORS

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

SECRETARIAL AUDITORS

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

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

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

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

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

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

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

COST RECORDS & AUDIT:

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

24. ANNUAL RETURN:

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

26. CORPORATE GOVERNANCE:

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

The Company has accordingly implemented the necessary governance practices and procedures in compliance with the applicable provisions of the Listing Regulations. A separate report on Corporate Governance, is annexed herewith as "Annexure-V" and forms part of this Annual Report and a Certificate on Corporate Governance compliance for the financial year ended on March 31, 2025 issued by CS Munesh Kumar Gaur, Practicing Company Secretary, is also attached herewith as "Annexure–VI".

27. WHOLETIME DIRECTOR & CFO CERTIFICATE:

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

28. COMMITTEES OF BOARD OF DIRECTORS

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

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

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29. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:

As none of the directors of the Company are paid remuneration, the ratio of remuneration of each director to the median employee is not applicable. However, remuneration has been paid to Key Managerial Personnel and details are detailed below: (i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25 and ratio of the remuneration of each Director to the median remuneration of employees of the Company for the financial year 2024-25, are as under:

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

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

(ii) The percentage increase in the median remuneration of employees in the financial year: 4.11% (iii) There were 4 permanent employees on rolls of the Company as on March 31, 2025. (iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: As per 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

32. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

34. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

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

35. COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS

ACT, 1961

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

36. STOCK EXCHANGE LISTING

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

37. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Act, the Board of Directors of your Company hereby certifies and confirms that: i. In the preparation of the Annual financial statements for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that financial year; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the Annual accounts on a going concern basis; v. The directors, has laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

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