Midwest Gold Ltd

To

The Members,

Your Directors have pleasure in presenting the THIRTY FOURTH ANNUAL REPORT together with the Audited Financial Statements of the Company for the Financial Year ended 31st March,2024.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended 31st March, 2024, is summarized below.

(Amount in Lakhs

2. STATEMENT OF COMPANY AFFAIRS:

Your Company has achieved a Turnover of Rs. 104.53 Lakhs excluding other income of Rs. 5.11 Lakhs when compared to Rs. 175.03 Lakhs excluding other income of Rs. 1.66 Lakhs during previous year. The operations of the Company resulted in loss of Rs. 231.20 Lakhs when compared to loss of Rs. 960.64 Lakhs during previous year.

3. FUTURE OUTLOOK:

The management has done well to ensure sustained operations. However, due to low income and higher expenditure, the operations resulted in loss as specified above. Efforts are being made to improve the turnover and reduce the costs involved in the coming years. The management is looking to improve the overall business activities of the Company thereby reviving from loss in the ensuing financial year.

4. DIVIDEND:

Considering the operating loss in current year and accumulated losses, your Directors had decided not to recommend any dividend for the year 2023-2024.

5. 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.

6. TRANSFER TO RESERVES:

Due to loss, no amount Is proposed to be transferred to general reserve for the year ended March 31, 2024

7. CHANGE IN THE NATURE OF BUSINESS:

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

8. ACCOUNTING TREATMENT:

There was no change in accounting treatment in the current year, as compared to previous Financial Year.

9. NUMBER OF BOARD & COMMITTEE MEETINGS:

During the year under review, Five (5) Board Meetings, Four (4) Audit Committee, Two (2) Nomination and Remuneration Committee Meetings and Eight (8) Stakeholders Relationship Committee Meetings were convened and held.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

Retirement by Rotation

Mrs. Rajyalakshmi Ankireddy (DIN-08974556), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Your directors have recommended for his reappointment.

Appointment of Mr. Kothamasu Sri Surya Pratap as Non-Executive Independent Director of the Company Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on September 26, 2023, inter alia, confirmed appointment of Mr. Kothamasu Sri Surya Pratap (DIN: 09764069) for a term of five years from 14th November, 2022 to 13th November, 2027 as an Independent Director on the Board of the Company.

Resignation of Ms. Rukhya Parveen as Company Secretary cum Compliance Officer of the Company w.e.f. August 25, 2023

Resignation of Ms. Rukhya Parveen (ACS: 65112) as Company Secretary cum Compliance Officer of the Company with effect from the close of business hours on August 25, 2023

Appointment of Ms. Anushka Agarwal as Company Secretary cum Compliance Officer of the Company w.e.f. November 14, 2023 and Resignation w.e.f. December 29, 2023

Ms. Anushka Agarwal (ACS: 62988) was appointed by the board in their meeting held on November 14, 2023 as a Company Secretary cum Compliance Officer of the Company. However, she has resigned from the said position with effect from December 29, 2023.

Appointment of Mr. Anant Patwari as Company Secretary cum Compliance Officer of the Company w.e.f. December 29, 2023

Mr. Anant Patwari (ACS: 63592) was appointed by the board in their meeting held on December 29, 2023 as a Company Secretary cum Compliance Officer of the Company.

11. DECLARATION BY INDPENDENT DIRECTORS:

The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that, they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, banking, financial services, investments; and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (‘IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have qualified in the Online Proficiency Self - Assessment Test conducted by IICA.

12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Annual evaluation of Board, its performance, Committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and applicable regulations of the Listing Regulations, were carried out.

The performance of the Board was evaluated after seeking inputs from all the Directors present in the meeting on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and Nomination & Remuneration Committee had evaluated / 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.

The Securities and Exchange Board of India vide circular SEBI /HO /CFD /CMD/ CIR/ 2017/004 dated January 05, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance, the above guidance note was considered. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. A meeting of the Independent Director for the Financial 2023-224, was held on January 29, 2024, to review the performance of the Non-Independent Directors and performance of the Board as a whole, on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

The same were discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.

13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on March 31, 2024 the company is not having any associate, subsidiary or joint venture.

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, 2024 till 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 Companies Act 2013, 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 www.midwestgoldltd.com.

16. CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 of the Companies Act, 2013, 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 Companies Act, 2013, 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 COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, 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 arm's 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 Company's website www.midwestgoldltd.com.

19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee and same has been placed on website of the Company at www.midwestgoldltd.com.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3)of the Companies(Accounts)Rules, 2014 are given as Annexure-I 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 are a son able assurance in respect of providing financial and operational information complying with applicable statutes safe guarding assets of the Company and ensuring compliance withCorporatePolicies.Procedurestoensureconformancewithpolicies,standards and delegation of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has rigorous business planning system to set the targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action if required. The Audit Committee reviews adherence to the internal control system and internal audit reports. Further the Board actually reviews the effectiveness of the Company's internal control system.

23. AUDITORS:

STATUTORY AUDITORS

The statutory auditors of your Company namely, M/s. Majeti & Co., Chartered Accountants (Firm Registration Number: 15975S) were appointed for a period of five years at the Annual General Meeting held on September 28, 2022. The statutory auditor confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditors. The report of the Statutory Auditor forms part of the Annual Report 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter of fraud 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.

INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of the Companies Act, 2013 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 2023-24.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Divya Mohta, Practicing Company Secretary (ACS: 47040), was appointed to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is attached herewith as "Annexure-II". The said report does not contain any reservation, qualification or adverse remark.

COST AUDIT:

The Company is not required to maintain cost records as per section 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 as the turnover of the Company for the financial year 2022-2023 is below Rs. 35 Crores.

24. ANNUAL RETURN:

Pursuant to section 92(3) read with section 134(3) of the Companies Act, 2013, the Annual Return as on 31st March, 2024is 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 SEBI (LODR) Regulations, 2015 form part of this Report as "Annexure- III".

26. CORPORATE GOVERNANCE:

Pursuant to the Regulation 15(2) of SEBI (LODR) Regulations, 2015, the regulations pertaining to the Corporate Governance i.e., 17 to 27 & Clauses (b) to (i) and (t) of sub regulation 46(2) and para C, D & E of schedule V are not applicable to the Company as the paid-up capital is not exceeding Rs. 10 Crores and net worth is not exceeding Rs. 25 Crores as on the latest Audited Balance Sheet.

However the Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance of the SEBI (LODR) Regulations, 2015 to the limited extent applicable in-line with the provisions of Companies Act, 2013 and relevant rules made there under. A separate report on Corporate Governance is annexed herewith as "Annexure-IV" though it is not applicable to the Company, in order to provide brief information to the Shareholders.

27. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:

As none of directors of the Company are paid with remuneration, the ratio of remuneration of each director to the median employee shall not arise. 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 2023-24 and ratio of the remuneration of each Director to the median remuneration of employees of the Company for the financial year 2023-24, are as under:

(ii) In the financial year, there was no increase in the median monthly remuneration of employees.

(iii) There were Ten (10) permanent employees on rolls of the Company as on 31st March, 2024.

(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 Company's increment guidelines.

28. 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to facilitate Directors and Employee store port genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation to the Company's 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

29. 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.

30. 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 31st March,2024.

31. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS

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

32. GENERAL:

Your directors state no disclosure/reporting is required in respect of the following items, as there were no transactions on these items during the financial year:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of Employee stock option Scheme.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iv) Whole-time Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

33. 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 2024-25.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Companies Act, 2013 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 31st March, 2024, 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 Companies Act, 2013 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.

35. 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 Company's bankers, Central and State Government officials, customers, vendors and the shareholders for their continued support and co-operation.