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You can view full text of the latest Director's Report for the company.

BSE: 544587ISIN: INE0XAD01024INDUSTRY: Granites/Marbles

BSE   ` 1004.70   Open: 990.00   Today's Range 983.55
1010.00
-17.50 ( -1.74 %) Prev Close: 1022.20 52 Week Range 864.50
1856.60
Year End :2026-03 

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