Your Directors are pleased to present the 33^rd Annual Report on the business and operations of Mid India Industries Limited along with the
Audited Financial Statement of your company for the financial year ended 31* March, 2024.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company's performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized
below:

(Amount in Thousands except EPS)

1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the financial year 2023-24, Board of Directors of the Company with mutual consent with TDB SPINNERS PRIVATE LIMITED (lessee)
discontinued its lease agreement w.e.f. 01^st May, 2023. As per permitted object clause of memorandum of association Board of directors of
the company are considering to start the real estate project in future to avail immense opportunities in real estate business as company
having land situated in Mandsaur at prime location which may used for development of plots.

Further, during the financial year, Company has generated total income from trading of heavy plant machinery and spare parts and
achieved total income of INR 689.16 lacs for the financial year ended March 31, 2024 as against INR 1469.27 lacs in the previous year and
incurred net loss before comprehensive income of INR 42.44 lacs in comparison to previous year earned net Profit of INR 44.96 lacs.

2. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of Annual Return for
Financial year 2023-24 is applicable to the Company and the same is available on the website of the Company i.e.
https://www.midindiaindustries.com/_files/ugd/6b2668_4aab3b3387134714af12baf66fe43289.pdf

3. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & AGM

The Board met Four (4) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the
Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (”SEBI Listing Regulations”).

Information on the Audit Committee, Nomination and Remuneration Committee (“NRC") and Stakeholders Relationship Committee and
meetings of those Committees held during the year are given in the Corporate Governance Report.

Further, 32^nd Annual General Meeting of the Company for financial year 2022-23 was held on 18^th September, 2023.

4. DIVIDEND

Due to loss in financial year 2023-24 and accumulated losses, your directors regret their inability to recommend any dividend for the year
under review.

5. AMOUNTS TRANSFERRED TO RESERVES

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

6. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since company has not accepted any deposits, therefore, the question does not arise regarding non compliance with the
requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014,
(including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan
from directors during the financial year 2023-24.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the financial year 2023-24, the Company did not have any subsidiary, joint venture or associate company

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 and
Regulation 17 of the SEBI (LODR) Regulations, 2015, with an appropriate combination of Executive, Non-Executive and Independent
Directors.

• Director liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Bhawani
Shankar Soni, (DIN: 01591062) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re¬
appointment. However, his term is fixed and shall not break due to this retirement. The Board recommends his re-appointment for the
consideration of the Members of the Company at the ensuing Annual General Meeting.

• Change in Directors

During the Financial Year 2023-2024 on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their
Meeting held on 11th August, 2023 approved appointment of Mr. Bhushan Tambe (DIN: 10227749) and Ms. Awani Kothari (DIN:
10227740) as Additional as well as Non-Executive Independent Directors on the Board for a period of five years with effect from 11“‘
August, 2023. Both the independent directors have been confirmed by members in their 32^nd Annual General Meeting held on 18“'
September, 2023.

Further, second and final term of Mr. Rakesh Kumar Jain (DIN: 01548417) and Mr. Aneet Jain (DIN: 00380080) as Independent Director
have been completed from the close of business hours on 31“ March, 2024, consequently they ceased/retired from Directorship of the
Company as well as from all the Committees positions. Your Board places on record their deep appreciation of the valuable contribution
made by them during their tenure as an Independent Director of the Company.

Further during the current FY 2024-25, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in
their Meeting held on 12^th August, 2024 approved the Appointment of Mr. Dhawal Bagmar (DIN: 10217380) as an Additional Director under
the category of Non-Executive Independent Director of the Company w.e.f. 12^th August, 2024, under Section 161(1) of the Act, who holds
office until the next Annual General Meeting or for a period of three months from the date of appointment whichever is earlier, in respect of
whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature
for the office of Director, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of
5 (five) consecutive years from the date of appointment i.e. from 12^th August, 2024 to 11“' August, 2029 (both days inclusive).

• Key Managerial Personnel

As on 31^st March, 2024 the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and
203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time:

1. Mr. Sanjay Singh (DIN:01548011), Chairman and Managing Director

2. Mr. Bhawani Shankar Soni (DIN:01591062), Whole time Director

3. Mr. Shailendra Kumar Agrawal, Company Secretary and Compliance Officer

4. Mr. Om Prakash Dhanotiya, Chief Financial Officer

• Changes in Key Managerial Personnel

During the year, there was no change in Key Managerial Personnel of the Company.

However during the Current Financial Year 2024-25, on the recommendation of Nomination and Remuneration Committee, the Board of
Directors of the Company in their meeting held on 12^th August, 2024 has re-appointed Mr. Bhawani Shankar Soni (DIN: 01591062) as Whole
Time Director of the Company for further period of three years w.e.f. 12^th August, 2024 to 11“' August, 2027 subject to the approval of
members in ensuing 33^rd Annual General Meeting.

• Disqualifications of Directors:

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board
appraised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013,
stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with
an objective independent judgment and without any external influence and that they are independent of the Management. The Board of
Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise
and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have confirmed that they have registered themselves with the data bank maintained by The
Indian Institute of Corporate Affairs, Manesar (“IICA"). The Independent Directors are also required to undertake online proficiency self¬
assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they
meet the criteria specified for exemption.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability
and explanations obtained by them, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating
to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss
of the Company for that year;

iii) 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;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate
and operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial
year 2023-24.

11. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which
your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent
Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:
https://www.midindiaindustries.com/_files/ugd/6b2668_e252eb8280704b7fbec82ece226f562d.pdf

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on Tuesday, 26^th March, 2024. The Meeting was conducted in an informal manner
without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in
compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details of Committees of the Board are given below:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings
of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS
OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of all the directors, committees, Chairman
of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the
quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to
effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the
board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee
reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An
indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and
independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board have appointed Mr. Bhushan Tambe (DIN: 10227749) and Ms. Awani Kothari (DIN: 10227740) as
Independent Directors in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications,
experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of
key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013

The Company has not made any loan, investment or given any guarantee under Section 186 of the Companies Act, 2013. Further, during the
financial year Company has advanced Rs. 1.50 lacs to Shri Om Prakash Dhanotia Chief Financial Officer of the Company as a part of conditions
of service extended to all its employees of the company and at the end of financial year company had outstanding amount of Rs. 0.30 Lacs.
Details of advanced given and outstanding as on end of financial year has been stated in Notes to Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on
Related Party Transactions. The Policy can be accessed on the Company's website at
https://www.midindiaindustries.com/_files/ugd/6b2668_158083e7f59a41abb64b585fc51874c1.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company
and Related Parties.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at
arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on an arm's length basis.

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also,
there were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and
hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial
statements forming part of this Report & Annual Accounts 2023-24.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgoing as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read
with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.

(iii) The capital investment on energy conservation equipment's: Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The
Company has neither purchased within India nor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during the year under review: The Company has not
incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange earning/outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of
its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only
require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that
internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The
internal financial controls are commensurate with the size, scale and complexity of operations.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013
read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are
not applicable to the Company.

20. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and
the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the
recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination
and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is
available on the Company's website at

https://9cad8eb6da7b44e79f64591c1469edb1.filesusr.com/ugd/6b2668_e8349c14316f4b7c9737b0f3fa5690f9.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the
remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-A and forms an integral part of the Board
Report.

During the year under review, none of the employee of the company is drawing more than INR 1,02,00,000/- per annum or INR 8,50,000/- per
month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule
5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of
obtaining above said details may write to the Company Secretary or email at csmidindia@gmail.com.

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or
subsidiary company of the company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

21. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions
of the SEBI (LODR) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing
Company Secretary L. N. Joshi Proprietor of L. N. Joshi and Company confirming compliance of the Corporate Governance requirements by the
Company is attached to the Report on Corporate Governance.

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this
Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine
concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in
detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where
necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or
victimization.

The Whistle Blower Policy is disclosed on the website of the Company at

https://www.midindiaindustries.com/_files/ugd/6b2668_3ceef70024d14d8ab0156669654dce42.pdf. No Person has been denied access
to the Audit Committee.

23. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors has appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to undertake the
Secretarial Audit of the Company for year ended March 31, 2024. The Secretarial Audit Report given by the Secretarial Auditor of the Company
is annexed as Annexure-B and forms an integral part of this Report.

Further, the Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer report except the
following with Board's explanation:

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and
Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report has submitted to
the stock exchange within prescribed time.

25. STATUTORY AUDITOR

A T M & Associates, Chartered Accountants (FRN: 017397C), were appointed as Statutory Auditors of your Company in the 30^th Annual General
Meeting held on 20“' September, 2021, for a term of five consecutive years from the conclusion of 30^th Annual General Meeting up to the
conclusion of the 35^th Annual General Meeting to be held in the calendar year 2026.

EXPLANATION TO AUDITOR'S REMARKS:

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any
qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12)
of Section 143 of Companies Act, 2013.

26. COST AUDITOR

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit)
Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

27. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company had appointed
Kaushal & Agrawal, Chartered Accountants, Indore, as the Internal Auditor of the Company up to the financial year ended on 2023-24, and
takes their suggestions and recommendations to improve and strengthen the internal control system. Their scope of work includes review of
operational efficiency, effectiveness of system & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation
of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.

Further, Board of Directors of the Company in their meeting held on 06“' February, 2024 has appointed Priya Agal Bisani & Associates,
Chartered Accountant, as Internal Auditors in place of Kaushal & Agrawal from the financial year 2024-25 and onwards to conduct the internal
audit of the various areas of operations and records of the Company.

28. MD/CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI
(LODR) Regulations, 2015 and the same forms part of this Annual Report.

29. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct (“the Code") for all Board members and senior management personnel of your
Company. This Code has been posted on the Company’s website at the web link:

https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_2e1972bd19b142f3b0eb6c820f63f3dc.pdf

All Board members and senior management personnel have affirmed compliance with this Code. Declaration on adherence to the code of
conduct is forming part of the Corporate Governance Report.

30. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein
of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

31. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which has been occurred between the end of
the financial year to which the financial statements relate and the date of this Board's Report.

32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment
and discrimination. In Compliance with the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has put in place a Policy on prevention of Sexual Harassment ofWomen at workplace and has duly constituted an Internal Compliant
under the same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions
relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

33. LISTING OF SHARES:

Presently, the equity share capital of the Company is listed at the BSE Limited (Scrip Code: 500277). The Company is regular in complying with
the requirements of the SEBI (LODR) Regulations, 2015 and has duly paid the requisite Listing Fees to the BSE Limited.

34. DEPOSITORY SYSTEM:

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage
offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.

35. COMPLIANCE OF SECRETARIAL STANDARD:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.

36. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these
items during the year under review:

• No Issue of equity shares with differential rights as to dividend, voting or otherwise.

• As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

• Company has not granted any stock option or issue sweat equity shares.

• No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's
operation in future.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given
by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of
the Companies Act, 2013).

• There has been no change in the nature of business of the Company.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company
for the financial year ending March 31, 2024.

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your
Company.

• There was no one time settlement of loan obtained from the Banks or Financial Institutions.

• There were no revision of Financial Statements and Board Report of the company during the year under review.

37. ACKNOWLEDGMENT AND APPRECIATION

The Board desires to place on record its grateful appreciation for continued co-operation received from the banks, financial institutions,
government, customers, shareholders and other stakeholders during the year under review. Your Directors also wish to place on record their
appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support
and cooperation extended by the employees, investors, stakeholders, Banks and other regulatory authorities.

Date: 12^th August, 2024 For and on behalf of the Board of Directors

Place: Indore MID INDIA INDUSTRIES LIMITED

Sanjay Singh Bhawani Shankar Soni

Chairman and MD Whole Time Director

DIN: 01548011 DIN: 01591062