డైరెక్టర్ల నివేదిక Midwest Ltd.
Your Directors have pleasure in presenting the 45th Boardâs 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 |
- |
- |
1,135.79 |
1,246.51 |
|
Total Comprehensive Income attributable to |
- |
- |
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 |
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.
The Board of Directors did not recommend
any dividend for the Financial Year ended
March 31, 2026.
In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 ("Listing Regulationsâ), 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
Rulesâ) 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 ("IEPFâ), constituted by the
Central Government.
There are no dividends remaining unclaimed as
on 31.03.2026.
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.
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.
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.
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.
The Companyâs 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 Companyâs
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
Regulationsâ) 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.
The Company has not issued any Sweat Equity
Shares during the year under review.
The Company has not issued any bonus shares
during the year under review.
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- Iâ.
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 |
|
|
3 |
Mrs. Smita Amol Lahoti Independent Director |
|
|
4 |
Mr. Kollareddy |
Wholetime Director |
|
5 |
Mrs. Uma Priyadarshini Wholetime Director |
|
|
6 |
Mrs. Kukreti Soumya |
Wholetime Director |
None of the directors of the company are
disqualified under the provisions of the
Companies Act, 2013 (âActâ) and under the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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 (âKMP''):
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.
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.
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 |
Composition of the Committee |
Highlights of duties, responsibilities and |
|
1. |
Audit Committee: |
Mrs. Smita Amol Lahoti (C) Mr. Duvva Pavan Kumar (M) |
All recommendations made by the Audit Committee |
|
2. |
Nomination and Remuneration Committee |
Mr. Duvva Pavan Kumar (C) Mrs. Smita Amol Lahoti (M) |
The committee oversees and administers the |
|
3. |
Stakeholders Relationship Committee |
Mr. Rana Som (C) Mr. Duvva Pavan Kumar (M)* Mrs. Smita Amol Lahoti (M)* Mrs. Uma Priyadarshini Kollareddy (M) |
The committee reviews and ensures redressal of |
|
4. |
CSR& ESG |
Mrs. Smita Amol Lahoti (C) Mr. Kollareddy Ramachandra (M) Mrs. Uma Priyadarshini Kollareddy (M) |
The CSR & ESG Committee of the Board reviews and |
|
Sr. No |
Name of the |
Composition of the Committee |
Highlights of duties, responsibilities and |
|
5. |
Risk Management Committee |
Mr. Duvva Pavan Kumar (C) Mr. Kollareddy Ramachandra (M) Mrs. Smita Amol Lahoti (M) |
Framing, implementing and monitoring the |
âAppointment 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, (âIICAâ) 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 (âActâ).
Pursuant to provisions of Section 129(3) of the
Act, a statement containing salient features
of the financial statements of the Companyâs
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 Boardâs 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 armâs 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.
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 AUDITORSâ 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.
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.
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 (âthe Termâ)
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 (âthe Termâ) 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 âAnnexure IVâ 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.
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.
During the year under review, CRISIL has
assigned Credit Rating as follows:
|
Rating Agency |
Facilities Rated |
Amount |
Rating Assigned |
Rating Action |
|
CRISIL Ratings Limited (CRISIL) |
NA |
NA |
Crisil A/ |
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
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 (âRulesâ) 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
Companyâs 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
(âCIRPâ) against our Company for outstanding
operational debts aggregating to H106.78
million (âApplicationâ). The Application was
dismissed by the NCLT by way of its order dated
August 14, 2024 (âDismissal Orderâ).
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 (âAppealâ).
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 (â2020 Buy-backâ). 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 (âDismissal Orderâ).
Consequently, M.V.V Nagi Reddy (HUF) filed
an appeal before the National Company Law
Appellate Tribunal, Chennai (âNCLATâ) on
April 23, 2025 against the Dismissal Order
(âAppealâ). 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.
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 directorâs selection
and appointment, payment of remuneration,
directorsâ 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 Companyâs 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. DIRECTORSâ 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.
The Company has not accepted any deposits
covered under Chapter V of the Companies Act,
2013 (âthe Actâ).
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.
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 âAnnexure-VIIâ 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.
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
Companyâs 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 Companyâs 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.
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 Affairsâ 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 (âInd ASâ) as notified
under section 133 of the Companies Act, 2013,
read with the Companies (Indian Accounting
Standards) Rules 2015 (by Ministry of Corporate
Affairs (âMCAâ)) and relevant amendment rules
issued thereafter and guidelines issued by the
Securities and Exchange Board of India (âSEBIâ).
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 Companyâs internal financial controls
were adequate and effective during Financial
Year 2025-2026.
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 companyâs 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.
Statements in this Report, including those which
relate to Management Discussion and Analysis,
Corporate Governance Report, describing the
Companyâs objectives, projections, estimates and
expectations may constitute âforward looking
statementsâ 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.
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 Companyâs
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: [email protected]
Kollareddy Ramachandra Uma Priyadarshini Kollareddy
Place: Hyderabad Wholetime Director & CEO Wholetime Director
Date: August 12, 2026 DIN: 00060086 DIN: 02736184
Your Directors have pleasure in presenting the 44th Boardâs Report and audited financial statements for the year
ended March 31 2025.The consolidated performance of the Company and its subsidiaries and joint ventures has
been referred to wherever required.
1. FINANCIAL RESULTS:
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue |
3,697.35 |
3420.66 |
6,261.82 |
5856.24 |
|
Other Income |
346.16 |
219.37 |
169.60 |
177.06 |
|
Total Income |
4,043.51 |
3640.03 |
6,431.42 |
6033.30 |
|
Total Expenses |
2,857.48 |
2,688.91 |
4,909.24 |
4,655.25 |
|
Profit before exceptional items & tax |
1,186.03 |
951.12 |
1,522.18 |
1378.05 |
|
Exceptional Items |
- |
- |
257.88 |
- |
|
Profit before tax |
1,186.03 |
951.12 |
1,780.06 |
1378.05 |
|
Less: Income Tax Expense: |
||||
|
- Current Tax |
309.00 |
221.00 |
456.11 |
371.43 |
|
- Tax pertaining to earlier years |
- |
11.66 |
0.10 |
13.44 |
|
- Deferred Tax |
(7.70) |
(8.07) |
(9.14) |
(10.06) |
|
Total Tax Expenses |
301.30 |
224.59 |
447.07 |
374.81 |
|
Profit after tax |
884.73 |
726.53 |
1,332.99 |
1003.24 |
|
Other comprehensive income after tax for the year |
(6.03) |
(3.38) |
22.30 |
6.82 |
|
Total Comprehensive Income for the year |
878.70 |
723.15 |
1,355.29 |
1010.06 |
|
Total Comprehensive Income attributable to Owners of |
- |
- |
1,246.51 |
971.90 |
|
Total Comprehensive Income attributable to Non¬ |
- |
- |
108.78 |
38.16 |
|
Earnings Per Share |
26.17 |
21.49 |
39.42 |
29.67 |
|
Diluted |
26.17 |
21.49 |
39.42 |
29.67 |
2. STATE OF AFFAIRS:
The Company has achieved a turnover of Rs. 3,697.35million during the financial year 2024-25, against a turnover
of Rs. 3420.66 million during the previous year on a standalone basis. Your Company has earned a net profit of Rs.
884.73 million during the financial year 2024-25 against net profit of Rs.726.53 million during the previous year on
a standalone basis.
On a consolidated basis, your Company has achieved a turnover of Rs.6,261.82 million during the financial year
2024-25, against a turnover of Rs. 5856.24 million during the previous year on a consolidated basis. Your Company
has earned a net profit of Rs. 1,332.99 million during the financial year 2024-25 against net profit of Rs.1003.24
million during the previous year on a consolidated basis.
3. PROPOSED INITIAL PUBLIC OFFERING
The Company is in the process of undertaking Initial Public Offering (IPO) of equity shares. The Draft Red Herring
Prospectus (DRHP) in relation to the IPO was filed with the Securities and Exchange Board of India (SEBI) and the
BSE Limited and National Stock Exchange of India Limited (âStock Exchangesâ) on September 30, 2024.
The IPO comprises of fresh issue of equity shares aggregating up to ?250.00 crores by the Company and an offer
for sale of equity shares aggregating up to ?400.00 crores by certain existing shareholders, including the Promoters
and Promoters Group. The total offer size aggregates up to ?650.00 crores.
The Company has received final observations from SEBI on February 04 2025.
4. DIVIDEND:
The Board of Directors did not recommend any dividend for the financial year ended March 31, 2025.
5. CHANGES IN NATURE OF BUSINESS:
The Company did not undergo any change in the nature of its business during the fiscal 2025.
6. 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 Kumar |
Independent Director |
|
3 |
Mrs. Smita Amol Lahoti |
Independent Director |
|
4 |
Mr. Kollareddy Ramachandra |
Wholetime Director& CEO |
|
5 |
Mrs. Kukreti Soumya |
Wholetime Director |
|
6 |
Mrs. Uma Priyadarshini Kollareddy |
Wholetime Director |
7. RETIREMENT BY ROTATION:
As per Section 152(6) of the Companies Act, 2013 and rules made thereunder, Mrs. Kukreti Soumya (DIN:
01760289) 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.
8. CHANGE IN BOARD/KEY MANAGERIAL PERSONNEL:
Change in the Board of Directors:
Appointments
⢠Mr. Rana Som (DIN: 00352904) was appointed as Chairman and Independent Director of the Company
effective September 19, 2024 for a period of five years.
⢠Mr. Duvva Pavan Kumar (DIN:01282226) was appointed as an Independent Director of the Company effective
September 19, 2024 for a period of five years.
⢠Mrs. Smita Amol Lahoti (DIN: 08764528) was appointed as an Independent Director of the Company effective
September 19, 2024 for a period of five years.
⢠Mr. Kollareddy Ramachandra (DIN:00060086) was appointed as Wholetime Director and CEO effective
September 27, 2024 for a period of five years.
⢠Mrs. Kukreti Soumya (DIN:01760289) was appointed as Wholetime Director effective September 27, 2024 for
a period of five years.
⢠Mrs. Uma Priyadarshini Kollareddy (DIN: 02736184) was appointed as Wholetime Director effective
September 27, 2024 for a period of five years.
Resignations
⢠Mrs. Kollareddy Ranganayakamma (DIN: 00033569) resigned as Executive Director of the Company effective
September 19 2024.
⢠Mr. Guntaka Ravindra Reddy(DIN: 01714344) resigned as Director of the Company effective September 19
2024.
Changes in the Key Managerial Personnel:
⢠Mr. Rohit Tibrewal, Company Secretary of the Company was appointed as the Compliance Officer of the
Company at the Board meeting held on September 19, 2024
⢠Mr. Dilip Kumar Chalasani was appointed as the Chief Financial Officer of the Company effective May 15,
2024.
9. 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.
The Board is of the opinion that the Independent Director of the Company possess requisite qualifications,
experience, and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory
services, banking, financial services, investments; and hold highest standards of integrity.
The Independent Director of the Company have registered themselves with the Indian Institute of Corporate Affairs,
(âIICAâ) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
10. BOARD MEETINGS:
During the financial year ended March 31 2025, 8 (Eight) 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: 07.05.2024, 15.05.2024, 05.07.2024, 15.07.2024,
19.09.2024, 27.09.2024, 30.09.2024 & 25.01.2025.
11. BOARD COMMITTEES:
During the financial year, the Board of Directors has constituted various committees of the Board in accordance
with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
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
vi. IPO Committee
i. Audit Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Audit Committee.
Thereafter, the Board of Directors, at its meeting held on September 30, 2025, reconstituted the Audit. Accordingly,
the composition of the Audit Committee as on the date of this Report is as follows:
|
Name of Member |
Designation |
|
Mrs. Smita Amol Lahoti |
Chairperson |
|
Mr. Rana Som |
Member |
|
Mr. DuvvaPavan Kumar |
Member |
During the financial year under review, 3 (three) Audit Committee meetings were duly convened and held on
27.09.2024, 30.09.2024 & 25.01.2025.
ii. Nomination and Remuneration Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Nomination and Remuneration Committee.
Composition of Nomination and Remuneration Committee:
|
Name of Member |
Designation |
|
Mr. Duvva Pavan Kumar |
Chairperson |
|
Mr. Rana Som |
Member |
|
Mrs. Smita Amol Lahoti |
Member |
During the financial year under review, 2 (two) Nomination and Remuneration committee meetings were duly
convened and held on 27.09.2024 & 25.01.2025.
iii. Stakeholders Relationship Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Stakeholders Relationship Committee.
Composition of Stakeholders Relationship Committee:
|
Name of Member |
Designation |
|
Mr. Rana Som |
Chairperson |
|
Mrs. Kukreti Soumya |
Member |
|
Mrs. Uma Priyadarshini Kollareddy |
Member |
iv. Corporate Social Responsibility and Environmental, Social & Governance Committee (CSR & ESG
Committee):
The Board of Directors at their meeting held on September 19, 2024, had re-constituted the committee and also
renamed the Committee name to Corporate Social Responsibility and Environmental, Social & Governance
Committee and approved the revised terms of reference.
Composition of CSR & ESG Committee:
|
Name of Member |
Designation |
|
Mrs. Smita Amol Lahoti |
Chairperson |
|
Mr. Kollareddy Ramachandra |
Member |
|
Mrs. Kukreti Soumya |
Member |
|
Mrs. Uma Priyadarshini Kollareddy |
Member |
During the financial year under review, 2 (two) CSR & ESG committee meetings were duly convened and held on
05.07.2024 & 25.01.2025.
v. Risk Management Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Risk Management Committee.
Composition of Risk Management Committee:
|
Name of Member |
Designation |
|
Mr. Duvva Pavan Kumar |
Chairperson |
|
Mr. Kollareddy Ramachandra |
Member |
|
Mr. Rana Som |
Member |
|
Mr. Smita Amol Lahoti |
Member |
vi. IPO Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of IPO Committee.
Composition of IPO Committee:
|
Name of Member |
Designation |
|
Mr. Kollareddy Ramachandra |
Chairperson |
|
Mrs. Kukreti Soumya |
Member |
|
Mrs. Uma Priyadarshini Kollareddy |
Member |
12. MEETING OF THE INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors for the financial year 2024-25 was held on January 25, 2025, 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.
13. DIRECTORSâ 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 March 31, 2025 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.
14. REMUNERATION POLICY
As of the date of this report, the Company has formulated a policy on directorâs selection and appointment, payment
of remuneration, directorsâ 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 Companyâs website
at www.midwest.in.
15. STATUTORY AUDITORS
M/s. MSKA and Associates, Chartered Accountants (Firm Registration Number - 105047W) were appointed as
Statutory Auditors of the Company in the 43rd Annual General Meeting of the Company held on September 30,
2024 for a term of five consecutive years commencing from the conclusion of the 43rd Annual General Meeting until
the conclusion of the 48thAnnual General Meeting to be held for the Financial Year 2028-2029.
16. INDEPENDENT AUDITORSâ REPORT
The Statutory Auditorâs report to the Members on the standalone and consolidated financial statement of the
Company for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse
remark or any disclaimer.
17. DETAILS OF FRAUDS REPORTED BY AUDITOR:
During the year under review, there were no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013.
18. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, CS Munesh Kumar Gaur, Practicing Company Secretary has
been appointed as the Secretarial Auditors to conduct Secretarial Audit for the financial year ended March 31, 2025.
During the financial year under review there are no qualifications, adverse remarks or disclaimers made by the
Secretarial Auditors in his Secretarial Audit Report, which is annexed herewith as an Annexure -A.
19. INTERNAL AUDITORS:
M/s Eswaraiah & Co., Chartered Accountants (Firm registration no. 006157S), is the internal auditors of the
Company. As prescribed under Section 138 of the Act, M/s R.G.N. Price & Co., Chartered Accountants, carried out
the internal audit of the Company for FY 2024-25. The internal audit was completed as per the scope defined by the
Audit Committee from time to time.
20. 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 March 31, 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 ?1,05,000/- plus applicable taxes and reimbursement of
out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for Financial
Year2025-26 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.
21. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has Subsidiaries and Joint Venture Companies within the meaning of the Companies Act, 2013
(âActâ). Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial
statements of the Companyâs subsidiaries in Form AOC-1 is attached as Annexure - B 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 Tribunal. Hence the
Company could not prepare the financial statements consequently the said financial statements were not
consolidated with the Company.
22. TRANSFER TO RESERVES:
During the year, no amount was transferred to General Reserve.
23. SHARE CAPITAL
Authorized share capital
As on March 31, 2025, the authorized share capital of the Company is Rs 25,00,00,000/- (Rupees Twenty five
crores only) divided into 5,00,00,000 (five crores) equity shares of face value Rs.5/- each.
Paid up share capital
As on March 31, 2025, the paid up equity share capital of the Company is Rs. 16,90,62,075/-(Rupees Sixteen crores
ninety lakhs sixty two thousand and seventy five) divided into 3,38,12,415 (Three crores thirty eight lakhs twelve
thousand four hundred fifteen ) equity shares of face value Rs.5/- each.
The details of changes in the share capital of the Company are as follows:
a. Sub-Division of equity shares from face value of Rs. 100/- per share to face value of Rs. 5/- per share
The member of the Company at their extraordinary general meeting held on June 11, 2024,approved sub
divisionof the face value of its 9,66,069 equity shares from ?100/- each into 1,93,21,380 equity shares of ?5/-
each.
b. Increase in Authorised Share Capital
The Authorised Share Capital of the Company was increased from Rs. 12,57,00,000/- (Rupees Twelve Crores
Fifty-Seven Lakhs only) divided into 2,51,40,000 Equity Shares of ?5/- each to 25,00,00,000/- (Rupees
Twenty-Five Crores Only) divided into 5,00,00,000 Equity Shares of ?5/- each approved by the members of
the Company at their extraordinary general meeting held on July 09, 2024.
c. Allotment of Bonus Shares
The members of the Company at their extraordinary general meeting held on July 09, 2024, approved
capitalization of the free reserves to the extent of ? 7,24,55,175/- to allot fully-paid up 1,44,91,035 bonus
equity shares of face value ?5/- each in the ratio of 3 (three) equity shares of ?5/- each for every 4 (four) equity
shares of ?5/- each. Thereafter, the Board of Directors at their meeting held on July 15, 2024 allotted
1,44,91,035 fully paid-up bonus equity shares of ?5/- each to the member of the Company.
24. DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("the Act").
25. 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.
26. CHANGE OF NAME OF THE COMPANY
The name of the Company was changed from "Midwest Granite Private Limited" to "Midwest Private Limited" and
fresh certificate of Incorporation was issued by Central Processing Centre (CPC), Registrar of Companies, Ministry
of Corporate Affairs on July 02, 2024.
27. CONVERSION OF COMPANY FROM PRIVATE LIMITED COMPANY TO PUBLIC LIMITED
COMPANY
The members of the Company at their extraordinary general meeting held on July 15, 2024 approved conversion of
the Company from Private Limited to Public Limited. A fresh certificate of Incorporation dated August 28,
2024 was issued by Central Processing Centre (CPC), Registrar of Companies, Ministry of Corporate Affairs.
28. 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.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The transactions entered with related parties for the year under review were on armâs length basis and in the
ordinary course of business. Further, there are no material related party transactions during the year. Accordingly
there is no transaction to be reported in Form AOC-2.
30. 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-B 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
31. ANNUAL RETURN:
Pursuant to the Companies (Amendment) Act, 2017, notification dated January 03, 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, 2025 is available in the link www.midwest.in
32. 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 Companyâs 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 Companyâs website
www.midwest.in.
33. 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 below :
A. CONSERVATION OF ENERGY:
FUEL:
The Company has always been very sensitive towards fuel consumption and have made dedicated efforts to reduce
the dependency on the diesel and transition towards electrification of vehicles and machineries.
The Company has taken several conscious measures to ensure efficient consumption of the fuel viz. a viz.
Underground Tank Decantation System: This system ensures the safe and efficient transfer of fuel to
underground storage, minimizing the risk of spills and contamination
Automatic Tank Gauging (ATG) System: The ATG system provides accurate measurements of fuel levels in our
underground tanks, allowing for better inventory control and preventing overfilling.
Sensors on Machines: Sensors installed on our equipment provide real-time data on fuel usage, enabling proactive
maintenance and optimization of fuel consumption.
Diesel Bowser: Our diesel bowser facilitates the safe and controlled distribution of fuel to machinery on-site,
reducing the potential for wastage.
RFID Tags: By utilizing RFID technology, we can track fuel consumption at an individual machine level,
promoting accountability and encouraging responsible usage.
Decantation: Automated flow meter has been fitted to underground tanks that helps in checking for levels of diesel
shortages from diesel suppliers.
ENERGY:
Our mines are well supported through state governmentâs transmission and distribution systems. Further all our
mines are equipped with diesel generator sets as standby.
In alignment with our sustainability goals, we have successfully installed a 1.1MW Solar Power Plant at
Arpanpally, marking a partial shift towards renewable energy sources.
The Company is planning for the expansion of the solar energy across all the operational sites.
B. TECHNOLOGY ABSORPTION:
The Company place significant emphasis on R&D to identify and establish new mineral deposits to expand resource
portfolio. The Company has dedicated R&D team comprises of geologists, quality control specialists and chemist.
To support our proposed Quartz processing facility, the Company established a laboratory, capable of assessing
quartz samples emanating from the mines and identifying attributes required to meet the specifications for
processing of Quartz and market needs. This lab improves our ability to understand the quality of raw materials and
enables us to design process parameters and arrive at yields without depending on the use of third-party facilities.
Based on the initiatives of our R&D teams, we are in the process of implementing a shift towards the use of electric
dump trucks and installation of additional solar power plants in our sites.
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:
(On receipts and payments basis)(Z in million)
|
Particulars |
2024-25 |
2023-24 |
|
Foreign Exchange Earnings: F.O.B Value of Exports |
1304.46 |
1505.39 |
|
Interest Income |
- |
- |
|
Dividend Income |
- |
- |
|
Misc. Income |
- |
- |
|
Foreign Exchange outgo: Value of Imports |
213.85 |
124.14 |
|
Travelling Expenses |
5.39 |
14.42 |
|
Loan re-payment. |
- |
- |
|
Interest |
- |
- |
|
Professional Charges |
4.37 |
2.78 |
34. 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 www.midwest.in.During the year, no case was reported under this policy.
35. 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
36. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards as notified from time to time.
37. 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 Companyâs internal financial controls were adequate and effective during financial
year2024-2025.
38. 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 Companyâs operations in future.
39. IBC CODE & ONE-TIME SETTLEMENT
An application was filed against the Company under Insolvency and Bankruptcy Code, 2016 and was been disposed
off by the Honâble National Company Law Tribunal, Hyderabad Bench vide order dated August 14, 2024.
There has not been any instance of one-time settlement of the Company with any bank or financial institution.
40. 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.
41. 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 Companyâs bankers, Central and State Government
officials, customers, vendors and the shareholders for their continued support and co-operation.
BY ORDER OF THE BOARD
FOR MIDWEST LIMITED
Sd/- Sd/-
KOLLAREDDY RAMACHANDRA UMA PRIYADARSHINI KOLLAREDDY
Place: Hyderabad WHOLETIME DIRECTOR& CEO WHOLETIME DIRECTOR
Date: September 30, 2025 DIN: 00060086 DIN: 02736184
Your Directors have pleasure in presenting the 43rd Boardâs Report and audited financial statements for the year ended
March 31, 2024. The consolidated performance of the Company and its subsidiaries and joint ventures has been
referred to wherever required.
1. FINANCIAL RESULTS:
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue |
3420.66 |
3099.72 |
5856.24 |
5025.17 |
|
Other Income |
219.37 |
189.61 |
177.06 |
197.16 |
|
Total |
3640.03 |
3289.33 |
6033.30 |
5222.33 |
|
Total Expenses |
2538.01 |
2531.94 |
4433.45 |
4219.96 |
|
Profit/ (loss) before Depreciation |
1102.02 |
757.39 |
1599.85 |
1002.37 |
|
Less: Depreciation |
150.90 |
148.20 |
221.80 |
215.43 |
|
Profit before share of profit of joint |
951.12 |
609.19 |
1378.05 |
786.94 |
|
Share of profit of joint ventures |
- |
- |
- |
0.05 |
|
Profit before tax |
951.12 |
609.19 |
1378.05 |
786.99 |
|
Less: Income Tax Expense: |
||||
|
Current Tax |
221.00 |
142.00 |
371.43 |
228.19 |
|
Tax pertaining to earlier years |
11.66 |
6.04 |
13.44 |
6.04 |
|
Deferred Tax |
-8.07 |
8.97 |
-10.06 |
8.40 |
|
Total Tax Expenses |
224.59 |
157.01 |
374.81 |
242.63 |
|
Net Profit/ (Loss) after tax |
726.53 |
452.18 |
1003.24 |
544.36 |
|
Other comprehensive income after tax for |
-3.38 |
1.72 |
6.82 |
60.86 |
|
Total Comprehensive Income for the |
723.15 |
453.90 |
1010.06 |
605.22 |
|
Total Comprehensive Income attributable |
_ |
_ |
971.16 |
601.45 |
|
Total Comprehensive Income attributable |
_ |
_ |
36.90 |
3.77 |
|
Earnings / (Loss) Per Share |
21.49 |
13.37 |
29.67 |
16.10 |
|
Diluted |
21.49 |
13.37 |
29.67 |
16.10 |
2. STATE OF AFFAIRS:
The Company achieved revenue from operations of Rs. 3420.66 million against turnover of Rs. 3099.72 million during
the previous year on a standalone basis. Your company has earned a Profit of Rs. 726.53 million against Profit of Rs.
452.18 million during the previous year on a standalone basis
On a consolidated basis, revenue from operations of Rs. 5856.24 million against a turnover of Rs. 5025.17 million
during the previous year on a consolidated basis. Your company has earned a Profit of Rs. 1003.24 million against
a Profit of Rs. 544.36 million during the previous year on a consolidated basis.
3. DIVIDEND:
The Board of Directors did not recommend any dividend for the financial year ended March 31, 2024.
4. CHANGES IN NATURE OF BUSINESS:
The Company did not undergo any change in the nature of its business during the fiscal 2024.
5. 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 Kumar |
Independent Director |
|
3 |
Mrs. Smita Amol Lahoti |
Independent Director |
|
4 |
Mr. Kollareddy Ramachandra |
Wholetime Director & CEO |
|
5 |
Mrs. Kukreti Soumya |
Wholetime Director |
|
6 |
Mrs. Uma Priyadarshini Kollareddy |
Wholetime Director |
6. CHANGE IN BOARD/KEY MANAGERIAL PERSONNEL:
Change in the Board of Directors:
During the year under review, there was no changes in the constitution of the Board of Directors of the Company.
Subsequent to the end of the financial year:
Appointments
⢠Mr. Rana Som (DIN: 00352904) was appointed as Chairman and Independent Director of the Company effective
September 19, 2024 for a period of five years.
⢠Mr. Duvva Pavan Kumar (DIN: 01282226) was appointed as an Independent Director of the Company effective
September 19, 2024 for a period of five years.
⢠Mrs. Smita Amol Lahoti (DIN: 08764528) was appointed as an Independent Director of the Company effective
September 19, 2024 for a period of five years.
⢠Mr. Kollareddy Ramachandra (DIN: 00060086) was appointed as Wholetime Director and CEO effective
September 27, 2024 for a period of five years.
⢠Mrs. Kukreti Soumya (DIN: 01760289) was appointed as Wholetime Director effective September 27, 2024 for
a period of five years.
⢠Mrs. Uma Priyadarshini Kollareddy (DIN: 02736184) was appointed as Wholetime Director effective
September 27, 2024 for a period of five years.
Resignations
⢠Mrs. Kollareddy Ranganayakamma (DIN: 00033569) resigned as Executive Director of the Company effective
September 19 2024.
⢠Mr. Guntaka Ravindra Reddy (DIN: 01714344) resigned as Director of the Company effective September 19
2024.
Changes in the Key Managerial Personnel:
⢠Mr. Rohit Tibrewal was appointed as the Company Secretary of the Company effective January 29 2024.
Subsequently, he was appointed as the Compliance Officer of the Company at the Board meeting held on
September 19, 2024
⢠Mr. Dilip Kumar Chalasani was appointed as the Chief Financial Officer of the Company effective May 15, 2024.
7. 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.
8. BOARD MEETINGS:
During the financial year ended March 31 2024, 13 (Thirteen) Board meetings were duly convened and held. The
intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The dates of
the Board Meetings are: 08.05.2023, 23.06.2023, 21.07.2023, 31.08.2023, 30.09.2023, 03.10.2023, 03.10.2023,
10.10.2023, 02.11.2023, 17.11.2023, 26.12.2023, 29.01.2024 & 28.03.2024.
During the financial year 1 (One) Corporate Social Responsibility Committee Meetings was duly convened and held.
The dates of the CSR committee meetings are: 02.11.2023.
9. BOARD COMMITTEES:
The Board of Directors has constituted various committees of the Board in accordance with the applicable provisions
of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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
Audit Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Audit Committee.
Composition of Audit Committee:
|
Name of Member |
Designation |
|
Mrs. Smita Amol Lahoti |
Chairperson |
|
Mr. Rana Som |
Member |
|
Mr. Kollareddy Ramachandra |
Member |
Nomination and Remuneration Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Nomination and Remuneration Committee.
Composition of Nomination and Remuneration Committee:
|
Name of Member |
Designation |
|
Mr. Duvva Pavan Kumar |
Chairperson |
|
Mr. Rana Som |
Member |
|
Mrs. Smita Amol Lahoti |
Member |
Stakeholders Relationship Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Stakeholders Relationship Committee.
Composition of Stakeholders Relationship Committee:
|
Name of Member |
Designation |
|
Mr. Rana Som |
Chairperson |
|
Mrs. Kukreti Soumya |
Member |
|
Mrs. Uma Priyadarshini Kollareddy |
Member |
Corporate Social Responsibility and Environmental, Social & Governance Committee:
The Board of Directors at their meeting held on September 19, 2024, has re-constituted the committee and also
renamed the Committee nameâs from Corporate Social Responsibility Committee to Corporate Social Responsibility
and Environmental, Social & Governance Committee and approved the revised terms of reference.
Composition of CSR & ESG Committee:
|
Name of Member |
Designation |
|
Mrs. Smita Amol Lahoti |
Chairperson |
|
Mr. Kollareddy Ramachandra |
Member |
|
Mrs. Kukreti Soumya |
Member |
|
Mrs. Uma Priyadarshini Kollareddy |
Member |
Risk Management Committee:
The Board of Directors at their meeting held on September 19, 2024, has constituted and approved the terms of
reference of Risk Management Committee.
Composition of Risk Management Committee:
|
Name of Member |
Designation |
|
Mr. Duvva Pavan Kumar |
Chairperson |
|
Mr. Kollareddy Ramachandra |
Member |
|
Mr. Rana Som |
Member |
|
Mr. Smita Amol Lahoti |
Member |
10. DIRECTORSâ 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 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.
11. REMUNERATION POLICY
As of the date of this report, the Company has formulated a policy on directorâs selection and appointment, payment
of remuneration, directorsâ 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 Companyâs website at
www.midwest.in.
12. AUDITORS:
M/S. Majeti & Co. (Firm Registration No: 15975S), Chartered Accountants, had tendered their resignation on January
23, 2024 as the Statutory Auditors of the Company due to preoccupation.
The Board of Directors at their meeting held on January 29, 2024, appointed M/s. M S K A & Associates, (Firm
Registration No: 105047W), Chartered Accountants, as the Statutory Auditors of the Company to fill the casual
vacancy for the financial year 2023-2024, subject to the approval of the shareholders.
In the extraordinary general meeting held on the January 31, 2024, M/s. MS K A & Associates, Chartered
Accountants, were appointed as Statutory Auditors of the Company to conduct the Statutory Audit for financial year
2023-2024 upto the ensuing annual general meeting.
The Board of Directors has recommended the appointment of M/s. M S K A & Associates, Chartered Accountants as
the Statutory Auditors of the Company for 5 consecutive years, from the conclusion of 43rd Annual General Meeting
of the Company.
The Company has obtained a consent letter and certificate from M/ s. M S K A & Associates, Chartered Accountants
to the effect that their proposed appointment, if made, would be in accordance and conformity with the specified
limits under the Companies Act, 2013.
13. INDEPENDENT AUDITORSâ REPORT
The Statutory Auditorâs report to the Members on the standalone and consolidated financial statement of the Company
for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or any
disclaimer.
14. DETAILS OF FRAUDS REPORTED BY AUDITOR:
During the year under review, there were no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013.
15. 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 March 31, 2025.
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 ?1,25,000/- 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 2024¬
25 as recommended and approved by the Board has 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.
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 (âActâ).
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements
of the Companyâs subsidiaries in Form AOC-1 is attached as Annexure - A 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 Tribunal. Hence the
Company could not prepare the financial statements consequently the said financial statements were not consolidated
with the Company.
17. TRANSFER TO RESERVES:
During the year, no amount was transferred to General Reserve.
18. SHARE CAPITAL
Authorized share capital
As on the date of this report, the authorized share capital of the Company is Rs 25,00,00,000/- (Twenty five crores)
divided into 5,00,00,000 (five crores) equity shares of face value Rs. 5/- each.
Paid up share capital
As on the date of the report, the paid up equity share capital of the Company is Rs. 16,90,62,075/- (Rupees Sixteen
crores ninety lakhs sixty two thousand and seventy five) divided into 3,38,12,415 (Three crores thirty eight lakhs
twelve thousand four hundred fifteen ) equity shares of face value Rs. 5/- each.
The details of changes in the share capital of the Company are as follows:
a. Allotment of Bonus Shares
The members of the Company at their extraordinary general meeting held on October 03, 2023, approved
capitalization of the free reserves to the extent of ? 8,91,75,600/- to allot fully-paid up 8,91,756 bonus equity
shares of face value ?100/- each in the ratio of 12 (Twelve) equity shares of ?100/- each for every 1 (one) equity
shares of ?100/- each held by the holders of the equity shares of the Company. The Board of Directors at their
meeting held on October 03, 2024 allotted 8,91,756 fully paid-up bonus equity shares of ?100/- each to the
member of the Company.
b. Sub-Division of equity shares from face value of Rs. 100/- per share to face value of Rs. 5/- per share
The member of the Company at their extraordinary general meeting held on June 11, 2024, approved subdivision
of the face value of its 9,66,069 equity shares from ?100/- each into 1,93,21,380 equity shares of ?5/- each.
c. Increase in Authorised Share Capital
The Authorised Share Capital of the Company was increased from Rs. 12,57,00,000/- (Rupees Twelve Crores
Fifty-Seven Lakhs only) divided into 2,51,40,000 Equity Shares of ?5/- each to 25,00,00,000/- (Rupees Twenty-
Five Crores Only) divided into 5,00,00,000 Equity Shares of ?5/- each approved by the members of the Company
at their extraordinary general meeting held on July 09, 2024.
d. Allotment of Bonus Shares
The members of the Company at their extraordinary general meeting held on July 09, 2024, approved
capitalization of the free reserves to the extent of ? 7,24,55,175/- to allot fully-paid up 1,44,91,035 bonus equity
shares of face value ?5/- each in the ratio of 3 (three) equity shares of ?5/- each for every 4 (four) equity shares
of ?5/- each. Thereafter, the Board of Directors at their meeting held on July 15, 2024 allotted 1,44,91,035 fully
paid-up bonus equity shares of ?5/- each to the member of the Company.
19. DEPOSITS:
The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("the Act").
20. EXPORTS:
During the year, your Company exported Processed Blocks and Polished Slabs etc. and earned foreign exchange of
Rs. 1505.39 million
21. 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.
22. CHANGE OF NAME OF THE COMPANY
The name of the Company was changed from "Midwest Granite Private Limited" to "Midwest Private Limited" and
fresh certificate of Incorporation was issued by Central Processing Centre (CPC), Registrar of Companies, Ministry
of Corporate Affairs on July 02, 2024.
23. CONVERSION OF COMPANY FROM PRIVATE LIMITED COMPANY TO PUBLIC LIMITED
COMPANY
The members of the Company at their extraordinary general meeting held on July 15, 2024 approved conversion of
the Company from Private Limited to Public Limited. A fresh certificate of Incorporation dated August 28, 2024 was
issued by Central Processing Centre (CPC), Registrar of Companies, Ministry of Corporate Affairs.
24. 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.
25. ACCEPTANCE OF UNSECURED LOANS FROM DIRECTORS:
During the year the Company has not accepted interest free unsecured loans from its Directors and relatives of
Directors.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The transactions entered with related parties for the year under review were on armâs length basis and in the ordinary
course of business. Further, there are no material related party transactions during the year. As required under the
Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure B to the Boardâs report.
27. 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-C 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
28. EXTRACT OF ANNUAL RETURN:
Pursuant to The Companies (Amendment) Act, 2017, notification dated January 03, 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, 2024 is available in the link www.midwest.in
29. 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 Companyâs 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 Companyâs website
www.midwest.in.
30. 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 below :
A. CONSERVATION OF ENERGY:
FUEL:
The Company has always been very sensitive towards fuel consumption and have made dedicated efforts to reduce
the dependency on the diesel and transition towards electrification of vehicles and machineries.
The Company has taken several conscious measures to ensure efficient consumption of the fuel viz. a viz.
Underground Tank Decantation System: This system ensures the safe and efficient transfer of fuel to underground
storage, minimizing the risk of spills and contamination
Automatic Tank Gauging (ATG) System: The ATG system provides accurate measurements of fuel levels in our
underground tanks, allowing for better inventory control and preventing overfilling.
Sensors on Machines: Sensors installed on our equipment provide real-time data on fuel usage, enabling proactive
maintenance and optimization of fuel consumption.
Diesel Bowser: Our diesel bowser facilitates the safe and controlled distribution of fuel to machinery on-site, reducing
the potential for wastage.
RFID Tags: By utilizing RFID technology, we can track fuel consumption at an individual machine level, promoting
accountability and encouraging responsible usage.
Decantation: Automated flow meter has been fitted to underground tanks that helps in checking for levels of diesel
shortages from diesel suppliers.
ENERGY:
Our mines are well supported through state governmentâs transmission and distribution systems. Further all our mines
are equipped with diesel generator sets as standby.
In alignment with our sustainability goals, we have successfully installed a 1.1MW Solar Power Plant at Arpanpally,
marking a partial shift towards renewable energy sources.
The Company is planning for the expansion of the solar energy across all the operational sites.
B. TECHNOLOGY ABSORPTION:
The Company place significant emphasis on R&D to identify and establish new mineral deposits to expand resource
portfolio. The Company has dedicated R&D team comprises of geologists, quality control specialists and chemist.
To support our proposed Quartz processing facility, the Company established a laboratory, capable of assessing quartz
samples emanating from the mines and identifying attributes required to meet the specifications for processing of
Quartz and market needs. This lab improves our ability to understand the quality of raw materials and enables us to
design process parameters and arrive at yields without depending on the use of third-party facilities.
Based on the initiatives of our R&D teams, we are in the process of implementing a shift towards the use of electric
dump trucks and installation of additional solar power plants in our sites.
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:
(On receipts and payments basis) (Amount in million)
|
Particulars |
2023-24 |
2022-23 |
|
Foreign Exchange Earnings: F.O.B Value of Exports |
1505.39 |
1421.30 |
|
Interest Income |
- |
- |
|
Dividend Income |
- |
- |
|
Misc. Income |
- |
- |
|
Foreign Exchange outgo: Value of Imports |
124.14 |
103.09 |
|
Travelling Expenses |
13.05 |
10.04 |
|
Loan re-payment. |
- |
- |
|
Interest |
- |
- |
|
Professional Charges |
2.78 |
1.37 |
31. 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 www.midwest.in. During the year, no case was reported under this policy.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Companyâs Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliant
Committee have also been set up to redress complaints regarding sexual harassment.
The Company conducts sessions for employees across the organization to build awareness amongst employees about
the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. All employees and
Directors (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review,
no complaint regarding sexual harassment was received by the Internal Compliant Committee (ICC).
33. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards as notified from time to time.
34. 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 Companyâs internal financial controls were adequate and effective during financial year
2023-2024.
35. 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 Companyâs operations in future.
36. IBC CODE & ONE-TIME SETTLEMENT
During the year under review, an application was filed against the Company under Insolvency and Bankruptcy Code,
2016 and was been disposed off by the Honâble National Company Law Tribunal, Hyderabad Bench vide order
dated August 14, 2024.
There has not been any instance of one-time settlement of the Company with any bank or financial institution.
37. 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 Companyâs bankers, Central and State Government
officials, customers, vendors and the shareholders for their continued support and co-operation.
BY ORDER OF THE BOARD
FOR MIDWEST LIMITED
Sd/- Sd/-
KOLLAREDDY RAMACHANDRA KUKRETI SOUMYA
Place: Hyderabad DIRECTOR DIRECTOR
Date: September 27, 2024 DIN: 00060086 DIN: 01760289
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