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To

The Members,

Your Directors have pleasure in presenting the THIRTY THIRD ANNUAL REPORT together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended 31st March, 2023, is summarized below.

(Amount in Lakhs

PARTICULARS	2022-2023	2021-2022
Gross Revenue	176.69	25.00
Total Expenditure	807.51	226.08
Profit/(Loss) before tax (PBT )	(630.82)	(201.08)
Less: Tax Expenses	329.82	(39.15)
Profit/(Loss) after tax	(960.64)	(161.93)
Total other comprehensive Income/Loss	0	0
Total comprehensive Income/Loss	(960.64)	(161.93)
EPS	(29.38)	(4.95)

2. STATEMENT OF COMPANY AFFAIRS:

Your Company has achieved a Turnover of Rs. 175.03 Lakhs excluding other income of Rs. 1.66 Lakhs when compared to Rs. 12.35 Lakhs excluding other income of Rs. 12.65 Lakhs during previous year. The operations of the Company resulted in loss of Rs. 960.64 Lakhs when compared to loss of Rs. 161.93 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 2022-2023.

5. DEPOSITS:

The Company has not accepted any deposits during the year.

6. TRANSFER TO RESERVES:

During the year, no amount was transferred to General Reserve.

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 MEETINGS CONDUCTED DURING THE YEAR:

The Company has conducted Eight (8) Board Meetings, Six (6) Audit Committee, Three (3) Nomination and Remuneration Committee Meetings, Three (3) Stakeholders Relationship Committee Meetings and Two (2) Independent Directors Meetings during the financial year 2022-23 and all such meetings were held in compliance with the provisions of Companies Act, 2013 and Secretarial Standards as applicable. During the year, the Company has re-constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee due to change in constitution of Directors and composition of each committee has been detailed in Corporate Governance Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:

Appointment of Mr. G. Sai Prashanth as Company Secretary and Compliance Officer of the Company w.e.f. 21.06.2021 and Resignation w.e.f. 03.12.2022.

Mr. G. Sai Prashanth was appointed by the board in their meeting held on 21.06.2021 as a Company Secretary and Compliance Officer of the Company.

However, he has resigned from the said position with effect from 03.12.2022.

Appointment of Ms. Rukhya Parveen as Company Secretary and Compliance Officer of the Company w.e.f. 04.12.2022.

Ms. Rukhya Parveen was appointed by the board in their meeting held on 03.12.2022 w.e.f 04.12.2022 as a Company Secretary and Compliance Officer of the Company. Further she has submitted her resignation vide her letter dated 26.07.2023 and your Board of Directors have accepted her resignation w.e.f closing hours of 25.08.2023.

Appointment of Mr. Bhaskara Rao Gadipudi as an Independent Director Company.

Mr. Bhaskara Rao Gadipudi, whose tenure as an Additional Director expired on the AGM dated 28.09.2022 was appointed by the members to hold office as an Independent Director of the Company for a period of five years i.e., up to 11.02.2027. He was appointed as Chairman of the Company by the Board of Directors in their meeting held on 14.11.2022

Appointment of Mr. Kothamasu Sri Surya Pratap as an Additional Independent Director Company w.e.f. 14.11.2022.

Mr. Kothamasu Sri Surya Pratap was appointed as Additional Independent Director of the Company w.e.f. 14.11.2022 by the board and his appointment shall be regularized subject to approval of members in the ensuing Annual General Meeting.

Reappointment of Retiring Director.

In accordance with the provisions of Companies Act, 2013, Mr. Baladari Satyanarayana Raju, Director of the Company is retiring at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors have recommended for his reappointment.

Board Opinion on Integrity and Expertise and Experience on Independent Directors:

In terms of section 149 of the Companies Act, 2013, Mr. Kothamasu Sri Surya Pratap and Mr. Bhaskara Rao Gadipudi are Independent Directors of the Company as on 31.03.2023. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs and both Independent Directors were qualified in the Online Proficiency Self Assessment Test conducted by IICA.

11. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or re- appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. SUBSIDAIRY COMPANIES:

The Company does not have subsidiary Companies as on 31st March, 2023. There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. Therefore, the question of material change of the business of subsidiaries/ associates does not arise.

13. 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:

No material changes and commitments 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.

However, during the financial year the Regional Director, South East Region, Hyderabad has approved the shifting of Registered Office of the Company from Bangalore, Karnataka to Hyderabad, Telangana vide order dated 26.04.2022 and accordingly the Registered Office was shifted to Hyderabad.

14. 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 therein of elements of risk, if any, which in the opinion of Board may threaten the existence of the company.

The policy on Risk Management is available on website of the Company at https:/ /www.midwestgoldltd.com/policies.html.

15. BOARD DIVERSITY:

The Policy on Board diversity of the Company devised by the Nomination and Remuneration Committee to the extent applicable as per the provisions of the Companies Act, 2013 read with relevant Rules applicable if any and approved by the Board is available on the website of the Company at https:// www.midwestgoldltd.com/policies.html.

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:

The Company has not given any Loans, or made Investments made under Section 186 of the Companies Act, 2013 to other Bodies Corporate or persons as referred thereto during the financial year. However the Company has given guarantee/ security in favor of HDFC Bank Ltd on behalf of Midwest Granite Pvt. Ltd, Holding Company of the Company for an additional credit facility amount of Rs. 12.50 Crores during the financial year and the outstanding liability towards the said guarantee/ security stood at Rs. 35.57 Crores as on 31.03.2023, which is well within the limits of prior approval of the Shareholders.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES:

The transactions entered with related parties during the year were on arms length basis and in the ordinary course of business and with approval of members wherever required in accordance with provisions of Section 188 of the Companies Act, 2013. Further, there are no material related party transactions as applicable under the SEBI (LODR), Regulations, 2015 during the year with Directors or Key Managerial Personnel. The disclosure as per section 134(3)(h) & Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed herewith as Annexure-I.

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 https://www.midwestgoldltd.com/policies.html with name Nomination and Remuneration Policy.

20. DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to section 134 (3) (d) of the Companies Act, 2013, a statement shall be made on declaration given by Independent Directors under sec 149 (6) of the Companies Act, 2013 in the Board report. The Board has received declarations from the Independent Directors, as required under Sec 149 (7) of the Companies Act, 2013 stating the fulfillment of criteria mentioned in the sub section (6) of Sec 149 of the Companies Act, 2013 and the rules made thereunder.

21. EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and the applicable Regulations of SEBI (LODR) Regulations, 2015, the performance of the Board was carried out during the year. The Board was evaluated for its performance based on the following factors: i. Attendance of Board Meetings and Committees; ii. Contribution made to the Board discussions and future planning; iii. Level of commitment to the stakeholders' interest; iv. Initiatives towards the growth of the business and profitability; v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner: a) Individual Directors - The performance of the individual Directors' is evaluated by the Nomination and Remuneration Committee. b) Board and Committees – The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors. A member of the Board did not participate in the discussion of his / her evaluation.

22. SECRETARIAL STANDARDS :

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as Annexure-II and forms part of this report.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

25. STATUTORY AUDITORS:

M/s. Majeti & Co., Chartered Accountants, Hyderabad, (Firm Registration Number: 15975S) were appointed as Statutory Auditors of the Company by the members in their Annual General Meeting held on 28th September, 2022 to hold office for a period of five years till conclusion 37th Annual General Meeting.

26. AUDIT REPORT AND OBSERVATIONS, IF ANY:

The notes to accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments. The auditors have reported no observations or qualifications in their report for the financial year 2022-23.

27. INTERNAL AUDITOR:

Your Company continuously invests in strengthening its internal control process and appointed Mr. I. Venkateswarlu, M.Com, LLM, who is having vast knowledge and over 40 years experience in the field of accounts, finance, Law, costing, etc., as Internal Auditor of the Company.

28. SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted by Peer Reviewed Secretarial Firm of Company Secretaries.

The Secretarial Audit Report issued by M/s. SHYAMGK & ASSOCIATES, Company Secretaries, Hyderabad in Form MR-3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2023, is annexed herewith as

Annexure III. 29. 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 2021-2022 is below Rs. 35 Crores.

30. EXPLANATION ON QUALIFICATION(S) MADE BY AUDITORS:

There are no qualifications to be addressed in the internal, statutory and secretarial audit reports of the Company for the financial year ended 31st March, 2023.

31. ANNUAL RETURN:

Pursuant to section 92(3) read with section 134(3) of the Companies Act, 2013, the Annual Return as on 31st March, 2023 is being placed on website of the Company www.midwestgoldltd.com and can be accessed through web link https:// www.midwestgoldltd.com/pdf/MGT_7_FY_2022-23.pdf

32. 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- IV.

33. 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-V though it is not applicable to the Company, in order to provide brief information to the Shareholders.

34. 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 2022-23 and ratio of the remuneration of each Director to the median remuneration of employees of the Company for the financial year 2022-23, are as under:

S. No.	Name of Director/ KMP and designation	Remuneration of Director/ KMP for the f i n a n c i a l year 2022- 23 (In Rs.)	% increase in remuneration during the financial year 2022-23	Ratio of remuneration of each director to median remuneration of employees
1.	Mr. B.S. Raju, Whole Time Director	Nil	Nil	Nil
2.	Mr. Deepak Kukreti, Whole Time Director	Nil	Nil	Nil
3.	Mr. Bhaskara Rao Gadipudi, Independent Director	Nil	Nil	Nil
4.	Mr. Kothamasu Sri Surya Pratap, Additional Independent Director	Nil	Nil	Nil
5.	Mrs. Rajyalakshmi Ankireddy, Director	Nil	Nil	Nil
6.	Mr. Rao Sasikanth, Director	Nil	Nil	Nil
7.	Mr. G. Sai Prashanth, Company Secretary	5,20,475	10%	Nil
8.	Ms. Rukhya Parveen, Company Secretary	2,49,682	Nil	Nil
9.	Mr. S. Anand Reddy, Chief Financial Officer	8,22,230	6%	Nil

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

(iii) There were Nine (9) permanent employees on rolls of the Company as on 31st March, 2023.

(iv) Average percentage increase made in salaries of employees other than the managerial personnel in the last financial year 2022-23 is 6% whereas increase in managerial remuneration for the same financial year was 8% and it is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees.

35. 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 Employees to report 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 https://www.midwestgoldltd.com/policies.html.

36. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to the extent applicable. During the Financial Year ended 31st March, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has neither made any application nor have any application is pending under the Insolvency and Bankruptcy Code, 2016 during the year and the Company is active as on 31.03.2023.

38. 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.

39. OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015:

The Company has also formulated and adopted the following policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Policy for consideration and approval of related party transactions

• Code for independent Directors

• Key Managerial Personnel for determination of materiality

• Archival Policy

• Determination of Materiality of Events

• Preservation of Documents Policy

• Insider Trading Prohibition code

• Code of practices for fair disclosure of unpublished price sensitive information.

All policies are available on our website at https://www.midwestgoldltd.com/policies.html

40. LISTING:

Your Company's shares are presently listed on Bombay Stock Exchange. The company is regular in payment of listing fee to BSE.

41. 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, 2023, 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.

42. 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.