Your Directors have pleasure in presenting the 45th Board’s Report and audited financial statements for the year ended March 31, 2026. The consolidated performance of the Company, its subsidiaries and joint venture has been referred to wherever required.
1. FINANCIAL RESULTS:
|
Particulars
|
STANDALONE
|
CONSOLIDATED
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue
|
4,217.71
|
3,697.35
|
6,456.18
|
6,261.82
|
|
Other Income
|
169.93
|
346.16
|
141.57
|
169.60
|
|
Total Income
|
4,387.64
|
4,043.51
|
6,597.75
|
6,431.42
|
|
Total Expenses
|
3,072.14
|
2,857.48
|
5,160.42
|
4,909.24
|
|
Profit before exceptional items & tax
|
1,315.50
|
1,186.03
|
1,437.33
|
1,522.18
|
|
Exceptional Items
|
-
|
-
|
-
|
257.88
|
|
Profit before tax
|
1,315.50
|
1,186.03
|
1,437.33
|
1,780.06
|
|
Less: Income Tax Expense:
|
|
|
|
|
|
- Current Tax
|
350.00
|
309.00
|
421.64
|
456.11
|
|
- Tax pertaining to earlier years
|
-
|
-
|
(3.29)
|
0.10
|
|
- Deferred Tax
|
(10.78)
|
(7.70)
|
(45.78)
|
(9.14)
|
|
Total Tax Expenses
|
339.22
|
301.30
|
372.57
|
447.07
|
|
Profit after tax
|
976.28
|
884.73
|
1,064.76
|
1,332.99
|
|
Other comprehensive income after tax for the year
|
(1.17)
|
(6.03)
|
87.18
|
22.30
|
|
Total Comprehensive Income for the year
|
975.11
|
878.70
|
1,151.94
|
1,355.29
|
|
Total Comprehensive Income attributable to Owners of the Company
|
-
|
-
|
1,135.79
|
1,246.51
|
|
Total Comprehensive Income attributable to Non-Controlling Interest
|
-
|
-
|
16.15
|
108.78
|
|
Earnings Per Share
|
|
|
|
|
|
Basic
|
28.00
|
26.17
|
29.45
|
39.42
|
|
Diluted
|
28.00
|
26.17
|
29.45
|
39.42
|
2. STATE OF AFFAIRS:
The Company has achieved a turnover of H4,217.71 million during the Financial Year 2025-26, against a turnover of H3,697.35 million during the previous year on a standalone basis. Your Company has earned a net profit of H976.28 million during the Financial Year 2025-26 against net profit of H884.73 million during the previous year on a standalone basis.
On a consolidated basis, your Company has achieved a turnover of H6,456.18 million during the Financial Year 2025-26, against a turnover of H6,261.82 million during the previous year on a consolidated basis. Your Company has earned a net profit of H1,064.76 million during the Financial Year 2025-26 against net profit of H1,332.99 million (including exceptional item of H257.88 millions) during the previous year on a consolidated basis.
3. CHANGES IN NATURE OF BUSINESS:
The Company did not undergo any change in the nature of its business during the Financial Year ended March 31, 2026.
4. DIVIDEND:
The Board of Directors did not recommend any dividend for the Financial Year ended March 31, 2026.
DIVIDEND DISTRIBUTION POLICY:
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and the same is hosted on the website of the Company at. https://midwest.in/ investors.
TRANSFER OF UN-CLAIMED DIVIDEND/SHARES
Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("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 date of transfer to the unclaimed dividend account, is required to be transferred to the Investor Education and Protection Fund ("IEPF”), constituted by the Central Government.
There are no dividends remaining unclaimed as on 31.03.2026.
TRANSFER OF SHARES TO IEPF
During the Financial Year 2025-26, no shares in respect of which dividend has not been paid or claimed for seven consecutive years or more of the company were due for transfer to Investor Education and Protection Fund Authority (IEPF), in compliance with the provisions of Section 124 of the Companies Act, 2013.
5. TRANSFER TO RESERVES:
The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fueling the growth plans by reinvesting the earnings,
the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.
6. SHARE CAPITAL
Authorized share capital
As on 31st March, 2026, the authorized share capital of the Company is H25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 (Five Crores) equity shares of face value H5/- each.
Paid up share capital
As on 31st March, 2026, the paid-up equity share capital of the Company is H18,08,04,080/- (Rupees Eighteen Crores Eight lakhs Four thousand and Eighty Only) divided into 3,61,60,816 (Three crores Sixty-One Lakhs Sixty Thousand Eight hundred and Sixteen) equity shares of face value H5/- each.
The Company has paid listing fee for the Financial Year 2025-26, to BSE Limited and National Stock Exchange of India Limited (NSE) where its shares are listed.
INITIAL PUBLIC OFFERING (IPO)
The Company’s equity shares were listed on the Stock Exchanges i.e. Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) for trading on Stock Exchanges with effect from October 24, 2025, following the Initial Public Offer (IPO) conducted through a Fresh issue of shares and Offer for Sale (OFS) transaction by the existing shareholders of the Company as on that date. The offer period ran from 15th October, 2025, to 17th October, 2025, while the anchor issue began on 14th October, 2025.
The Company's maiden IPO witnessed an overwhelming response from Qualified Institutional Buyers, Non-Institutional Investors, Retail Individual Investors and Anchor Investors. The robust investor participation and strong subscription across investor categories reflect the market's confidence in the Company's governance standards, business model and future prospects.
The Company had launched an Initial Public Offer (IPO) by way of fresh issue and an Offer for Sale (OFS) aggregating to 42,35,724 equity shares of face value of H5/- each for cash, at a price of H1065/- per equity share (comprising a
face value of H5/- per equity share and a premium of H1060/- per equity share). The IPO comprised of (a) fresh issue of 23,48,401 equity shares (b) an offer for sale of 1,699,530 equity shares by Mr. Kollareddy Rama Raghava Reddy, and (c) 187,793 equity shares by Mr. Guntaka Ravindra Reddy. The equity shares were allotted to eligible applicants on 20th October, 2025, and the listing and trading of the Company’s shares commenced on 24th October, 2025, on BSE Limited and National Stock Exchange of India Limited.
The Company has allotted 23,48,401 (Twenty-Three Lakhs Forty-Eight Thousand Four Hundred and One) fresh equity shares at an offer price of H1065/- per equity share (comprising a face value of H5/- per equity share and a premium of H1060/- per equity share) under public issue and out of such shares, 10,373 (Ten Thousand Three Hundred and Seventy-Three) equity shares were allotted to such eligible employees at a discounted offer price of H964/- per equity share (comprising a face value of H5/- per equity share, a premium of H1060/- per equity share and a discount of H101/- per equity share) under Employee reservation portion, i.e. at a discount of H101/- in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations”) on 20th October, 2025.
Buy Back of shares and disinvestment
The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended 31st March, 2026.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
The Company has not issued any bonus shares during the year under review.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
There have been no material changes and commitments which affect the financial position of the Company that have occurred
between the end of the Financial Year to which the financial statements relate and the date of this report.
8. 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- I”.
9. DIRECTORS:
As on the date of this report, the Board of Directors consists of 6 members as detailed below:
|
Sr.
No.
|
Name of Director
|
Designation
|
|
1
|
Mr. Rana Som Independent
Director& Chairman
|
|
2
|
Mr. Duvva Pavan Independent Director Kumar
|
|
3
|
Mrs. Smita Amol Lahoti Independent Director
|
|
4
|
Mr. Kollareddy Ramachandra
|
Wholetime Director & CEO
|
|
5
|
Mrs. Uma Priyadarshini Wholetime Director Kollareddy
|
|
6
|
Mrs. Kukreti Soumya
|
Wholetime Director
|
None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 (‘Act’) and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. RETIREMENT BY ROTATION:
As per Section 152(6) of the Companies Act, 2013 and rules made thereunder, Mrs. Uma Priyadarshini Kollareddy (DIN: 02736184) Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board considers and recommends her appointment.
The information about the Director seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been given in the notice convening the 45th Annual General Meeting.
Apart from the above, there was no change in the composition of the Board of Directors of the company during the year under review.
11. CHANGE IN BOARD/KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel (‘KMP'):
The Company is having the following Key Managerial Personnel as on 31st March, 2026:
- Kollareddy Ramachandra, Whole Time Director and Chief Executive Officer
- Dilip Kumar Chalasani, ChiefFinancial Officer
- Rohit Tibrewal, Company Secretary*
- K. Achyutanand Reddy, Company Secretary**
There was no change in the KMP of the company during the year under review.
However, the Board at its meeting held on 26th May, 2026, took on record the resignation of Mr. Rohit Tibrewal from the office of Company Secretary (CS) and Key Managerial Personnel (KMP) of the Company with effect from the close of business hours of April 30, 2026 and based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. K. Achyutanand Reddy as Company Secretary and Key Managerial Personnel (KMP) of the Company with effect from 26th May, 2026.
*Mr. Rohit Tibrewal, Company Secretary of the Company resigned as the Compliance Officer of the Company effective 30th April, 2026.
**Mr. K. Achyutanand Reddy was appointed as the Company Secretary of the Company effective 26th May, 2026.
12. BOARD MEETINGS:
During the Financial Year ended 31st March 2026, 9 (Nine) Board meetings were duly convened and held. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013. Below are the specific dates on which these Board Meetings took place: 03rd May, 2025, 30th August, 2025, 30th September, 2025, 09th, October, 2025, 09th October, 2025, 17th October, 2025, 12th November, 2025, 07th January, 2026 & 12th February, 2026.
13. BOARD COMMITTEES:
The Board had 5 (Five) Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Corporate Social Responsibility & Environmental, Social and Governance Committee
v. Risk Management Committee
A detailed note on the Board and its committees is provided under the Corporate Governance Report section of this Annual Report.
The composition of the committees as on 31st March, 2026, as per the applicable provisions of the Act, Rules and Listing Regulations are as follows:
|
Sr.
No
|
Name of the Committee
|
Composition of the Committee
|
Highlights of duties, responsibilities and activities
|
|
1.
|
Audit
Committee:
|
Mrs. Smita Amol Lahoti (C) Mr. Rana Som (M)
Mr. Duvva Pavan Kumar (M)
|
All recommendations made by the Audit Committee during the year were accepted by the Board. The Audit Committee shall review the quarterly/half yearly/annual financial statements, related party transactions before submission to the Board for approval. It reviews with the management, the performance of statutory auditors, internal auditors, adequacy of internal control systems, etc.
|
|
2.
|
Nomination and
Remuneration
Committee
|
Mr. Duvva Pavan Kumar (C) Mr. Rana Som (M)
Mrs. Smita Amol Lahoti (M)
|
The committee oversees and administers the appointments, remuneration, compensation paid to directors and Key Managerial Personnel of the company. The Nomination and Remuneration committee has framed the Nomination and Remuneration policy of the company.
|
|
3.
|
Stakeholders
Relationship
Committee
|
Mr. Rana Som (C)
Mr. Duvva Pavan Kumar (M)*
Mrs. Smita Amol Lahoti (M)*
Mrs. Uma Priyadarshini Kollareddy (M) Mrs. Kukreti Soumya (M)
|
The committee reviews and ensures redressal of investor grievances. The committee ensures that grievances of the investors if any will be resolved timely.
|
|
4.
|
CSR& ESG Committee
|
Mrs. Smita Amol Lahoti (C)
Mr. Kollareddy Ramachandra (M)
Mrs. Uma Priyadarshini Kollareddy (M) Mrs. Kukreti Soumya (M)
|
The CSR & ESG Committee of the Board reviews and monitors the CSR and ESG activities of the company. The Committee formulated and recommended to the Board, a Corporate Social Responsibility (CSR) Policy indicating the CSR activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under.
|
|
Sr.
No
|
Name of the Committee
|
Composition of the Committee
|
Highlights of duties, responsibilities and activities
|
|
5.
|
Risk
Management
Committee
|
Mr. Duvva Pavan Kumar (C)
Mr. Kollareddy Ramachandra (M) Mr. Rana Som (M)
Mrs. Smita Amol Lahoti (M)
|
Framing, implementing and monitoring the risk management framework of the Company. Identification, prioritization, mitigation and monitoring of the risk reported. Periodical review and assessing the quality, integrity and effectiveness of the risk management system of the company.
|
‘Appointment as Members of the Stakeholders Relationship Committee w.e.f 26th May, 2026.
The Company was listed on BSE Limited and National Stock Exchange of India Limited on 24th October, 2025. In view of the completion of the IPO and listing, the role of the IPO Committee has been completed.
The Independent Director Committee was constituted by the Board on 30th September, 2025 in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to review the draft Price Band Advertisement and to issue the recommendation on the price band. Independent Director Committee met on 09th October, 2025 to consider, review and recommend the Price Band in relation to the Offer and has discharged the functions.
In view of the above, the Board in the meeting held on 12th November, 2025, has dissolved the IPO Committee and the Independent Director Committee.
14. MEETING OF THE INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors for the Financial Year 2025-26 was held on 12th February, 2026, to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairman. The evaluation was conducted based on parameters such as effectiveness and the quality, quantity, and timeliness of the flow of information between the Management and the Board. The Independent Directors expressed their satisfaction with the performance.
15. 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 Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.
It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Board confirms that the Independent Directors are independent of the Management.
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.
16. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has Subsidiaries and Joint Venture Companies within the meaning of the Companies Act, 2013 (“Act”).
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached as Annexure - II to this Report.
In accordance with Section 129(3) of the Companies Act, 2013, your directors have prepared consolidated financial statements of the Company, which forms part of this Annual Report.
There was a complete cessation of activities of BEML Midwest Limited, a subsidiary Company since September, 2008 and matters relating to the said Company is subjudice before the National Company Law Appellate Tribunal. Hence the Company could not prepare the financial statements. Consequently, the said financial statements were not consolidated with the Company.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013, Clause (h) of sub-section
(3) of section 134 of the Companies Act, 2013, Rule 8(2) of the Companies (Accounts) Rules, 2014, rules made thereof and as per the Related Party Transaction (RPT) policy of the Company during the Financial Year ended March 31, 2026, in prescribed Form AOC-2 are annexed to this Board’s Report at Annexure-III.
Further, there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the Audit Committee and the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and on arm’s length basis. The details of the related party transactions during the year are part of the financial statements forming part of this Annual Report. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.
AUDIT COMMITTEE
The Audit Committee comprises three members. The Committee is chaired byMrs. Smita Amol Lahoti (DIN: 08764528), Non-Executive Independent Director. All members of the Committee are Independent Directors.
Details of the roles and responsibilities of the Audit Committee, the particulars of Meetings held and attendance of each Member at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.
There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.
AUDITORS AND AUDITORS’ REPORT18. STATUTORY AUDITORS
M/s. MSKA & Associates LLP (Formerly known as M S K A & Associates), Chartered Accountants (ICAI Firm Registration No.:105047W/W101187), were appointed as Statutory Auditors of the Company in the 43rd Annual General Meeting of the Company held on 30th September, 2024 for a term of five consecutive years commencing from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual
General Meeting to be held for the Financial Year 2028-2029.
19. COST AUDIT:
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.
The Board of Directors of the Company has approved the appointment of M/s. PKR & Associates LLP, Cost Accountants, as the cost auditors of the Company (LLPIN: AAB-7156 & Firm Registration No. 000698) for the year ending 31st March, 2026.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of H1,25,000/- plus applicable taxes and reimbursement of out-of¬ pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for Financial Year 2026-27 as recommended and approved by the Board, required to be ratified by the members of the Company. The resolution is placed for ratification of members and forms part of the notice of the AGM.
20. SECRETARIAL AUDITORS:
Pursuant to Regulation 24A of the Listing Regulations and Master Circular No. SEBI/HO/ CFD/ PoD2/CIR/P/0155 dated 11th November, 2024, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2025- 2026, 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 30th May, 2026.
Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company at the Board Meeting held on Saturday, 30th August, 2025, appointed Mr. Munesh Kumar Gaur, a Company Secretary in practice, (Membership No. 39597 & CP No. 24478), as the Secretarial Auditor of the Company for Financial Year 2025-26 (‘the Term’) to conduct the Secretarial Audit of the company
and issue the Secretarial Audit Report during their term of appointment as per the Section 204 of the Companies Act, 2013 and rules made thereof as amended from time to time, at a remuneration to be determined by the Board of Directors of the Company. The Secretarial Audit Report for the FY 25-26, does not contain any qualification, reservation or adverse remark or disclaimer, hence no explanation or comments were required by the Board.
The Secretarial Audit Report in Form MR-3 received from them is annexed as Annexure IV.
Pursuant to Regulation 24A and other applicable provisions of the Listing Regulations, Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with the recommendation of the Board of Directors, the appointment of M/s B S S & Associates (Peer Review Certificate No. 6513/2025), a firm of Company Secretaries in practice is proposed to be appointed as the Secretarial Auditors of the Company for a term of 5 consecutive years i.e. commencing from Financial Year 2026-27 up to Financial Year 2030-2031 (‘the Term’) to conduct the Secretarial Audit of the company and issue the Secretarial Audit Report during their term of appointment as per the Listing Regulations and Section 204 of the Companies Act, 2013 and rules made thereof as amended from time to time, at a remuneration to be determined by the Board of Directors of the Company.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has obtained a certificate from Mr. Munesh Gaur, (Membership No. 39597 & CP No. 24478) Company Secretary in practice, stating that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, which is annexed to this report.
As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of Andhra Pradesh Granite (Midwest) Private Limited (CIN:
U14102TG2007PTC054390), unlisted material subsidiary of the company for the Financial Year 2025- 26, issued by the Secretarial Auditors, M/s. Munesh Gaur, (Membership No. 39597 & CP No. 24478) Company Secretary in practice, is annexed as ‘Annexure IV’ to this Report. The Secretarial Audit Report of unlisted material subsidiary does not contain any qualification, reservation or adverse remark or disclaimer, hence no explanation or comments were required by the Board of Andhra Pradesh Granite (Midwest) Private Limited.
21. INTERNAL AUDITORS:
M/s Eswaraiah & Co., Chartered Accountants (Firm registration no. 006157S), are the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s Eswaraiah & Co., Chartered Accountants, carried out the internal audit of the Company for FY 2025-26. The internal audit was completed as per the scope defined by the Audit Committee from time to time.
22. MAINTENANCE OF COST RECORDS:
In terms of the Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records. Accordingly, such accounts and records were made and maintained for the Financial Year 2025-26.
23. DETAILS OF FRAUDS REPORTED BY AUDITOR:
During the year under review, the Statutory Auditors, Cost Auditors, Secretarial Auditors, Internal Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013, read with rules thereunder. Hence no disclosure is required in this regard.
24. CYBER SECURITY INCIDENTS, BREACHES, LOSS OF DATA OR DOCUMENTS:
During the year under review, there were no cyber security incidents, breaches or loss of data or documents.
25. CREDIT RATING:
During the year under review, CRISIL has assigned Credit Rating as follows:
|
Rating
Agency
|
Facilities
Rated
|
Amount Rated in Cr
|
Rating
Assigned
|
Rating
Action
|
|
CRISIL
Ratings
Limited
(CRISIL)
|
NA
|
NA
|
Crisil A/ Stable
|
Upgraded
|
26. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.midwest.in
27. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) are enclosed as Annexure-VI to this Report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and Company’s operations in future.
29. IBC CODE & ONE-TIME SETTLEMENT:
Liquidation proceedings of BEML Midwest Limited, represented by its resolution professional, had filed an application dated October 10, 2023, before the NCLT to initiate the corporate insolvency resolution process (“CIRP”) against our Company for outstanding operational debts aggregating to H106.78 million (“Application”). The Application was dismissed by the NCLT by way of its order dated August 14, 2024 (“Dismissal Order”).
Consequently, our Company has been served with an appeal proposed to be filed by the resolution professional against the Dismissal
Order before the National Company Law Appellate Tribunal, Chennai (“Appeal”). The Appeal has not been admitted as of the date of this report.
During Fiscal 2021, our Company had undertaken a buy-back of 17,030 equity shares of face value H100, which was completed on October 23, 2020 (“2020 Buy-back”). In relation to the 2020 Buy-back, M.V.V. Nagi Reddy (HUF), represented by its karta, M.V.V. Nagi Reddy, has filed a company petition before the NCLT alleging oppression and mismanagement in relation to the 2020 Buy-back. The NCLT dismissed the Petition by way of its order dated March 10, 2025 (“Dismissal Order”).
Consequently, M.V.V Nagi Reddy (HUF) filed an appeal before the National Company Law Appellate Tribunal, Chennai (“NCLAT”) on April 23, 2025 against the Dismissal Order (“Appeal”). Further, on June 9, 2025, Nagi Reddy HUF filed an interim application before the NCLAT praying inter alia, that an administrator be appointed to supervise the administration of our Company. The Appeal has not been admitted as of the date of this report.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
No one-time settlement of loans has taken place during the year. Therefore, the requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
50. ANNUAL RETURN:
Pursuant to the Companies (Amendment) Act, 2017, notification dated 03rd January, 2018, Companies having a website are required to place the copy of the Annual Return on the website of the Company. The annual return for the year ended March 31, 2026 shall be available in the link https://midwest.in/investors.
51. NOMINATION AND REMUNERATION POLICY
As of the date of this report, the Company has formulated a policy on director’s selection
and appointment, payment of remuneration, directors’ qualifications, positive attributes, independence of directors, selection, and appraisal of performance of Key Managerial Personnel and Senior Management and their remuneration and other related matters as applicable under Section 178(3) of the Companies Act, 2013. The Policy is available on the Company’s website athttps://midwest.in/ investors,
32. 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.
33. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 31st March, 2026 and the Profit of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) Internal financial controls have been laid down and such controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively.
34. DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 (“the Act”).
35. CHANGE OF REGSITERED OFFICE OF THE COMPANY
The Board in its meeting dated 12th February, 2026 approved the change of Address of the Registered office of the Company from 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 500032.
36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the notes to the financial statements provided in this Annual Report.
37. 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 H10 crores and H25 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-VII” and forms part of this Annual Report and a Certificate on Corporate Governance compliance for the
Financial Year ended on 31st March, 2026 issued by Mr. Munesh Gaur, (Membership No. 39597 & CP No. 24478) Practicing Company Secretary.
38. RISK MANAGEMENT:
The Company has a defined risk management framework to identify, assess, monitor and mitigate risks involved in its business. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The Company has formulated and implemented a risk management policy to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy, the risk associated with the Company’s business is always reviewed by the management team and placed before the Board/ Committee. The Board/Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken. The risk management policy is available on the Company’s website https:// midwest.in/investors.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - VIII.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of your Company for FY 2025-26, describing the various initiatives undertaken from an environment, social and governance perspective during the year forms part of the Annual Report and is annexed as Annexure - IX.
41. WHISTLE BLOWER POLICY:
The Company has in place a Whistle Blower Policy to deal with unethical behavior and to provide a framework to promote responsible and secured reporting of undesired activities.
The Whistle Blower Policy is available on the website of the Company at https://midwest.in/ investors. During the year, no case was reported under this policy.
42. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.
(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
43. INDIAN ACCOUNTING STANDARDS (IND AS):
The Company has adopted Indian Accounting Standards (Ind AS) pursuant to Ministry of Corporate Affairs’ notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with the Indian Accounting Standards (‘Ind AS’) as notified under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA’)) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India (“SEBI”).
44. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards as notified from time to time.
45. INTERNAL FINANCIAL CONTROLS AND BOARD RESPONSIBILITY:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2025-2026.
46. CEO & CFO CERTIFICATION:
Pursuant to the Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company has obtained certificate signed byMr. Kollareddy Ramachandra, Whole Time Director & Chief Executive Officer and Mr. Dilip Kumar Chalasani, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2025-26, which forms part of this report.
The Chief Executive Officer and the Chief Financial Officer of the Company also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, every quarter.
47. PREVENTION OF INSIDER TRADING:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, copies of the same are available on company’s website at https:// midwest.in/investors.
48. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961
The Company is committed to ensuring a safe, inclusive, and supportive work environment for all its employees. The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, nursing breaks, and other benefits as prescribed under the Act.
The Company continues to uphold the rights of women employees and remains committed to providing necessary support to enable work-life balance and promote gender diversity within the organization.
CAUTIONARY STATEMENT
Statements in this Report, including those which relate to Management Discussion and Analysis, Corporate Governance Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
49. ACKNOWLEDGEMENTS:
The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution in the 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.
REGISTERED OFFICE By Order of the Board of Directors
Level 19, Wing A, Sky One, MIDWEST LIMITED
Prestige Skytech, Financial District,
Nanakramguda,
Telangana, India, 500032 CIN: L14102TG1981PLC003317 Ph: 040-40733000 Email: cs@midwest.in
Kollareddy Ramachandra Uma Priyadarshini Kollareddy
Place: Hyderabad Wholetime Director & CEO Wholetime Director
Date: August 12, 2026 DIN: 00060086 DIN: 02736184
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