Key Matters for Shareholder Approval

Item No. 1: Sub-Division/Split of Equity Shares

  • Proposal: To subdivide each existing equity share of the company from a face value of ₹10/- each into 10 equity shares of ₹1/- each (10:1 split).
  • Purpose: To enhance liquidity and make shares more affordable and accessible to a wider investor base.
  • Impact: No change in the aggregate amount of authorized, issued, subscribed, and paid-up share capital. No change in the percentage shareholding of any shareholder. The subdivided shares will rank pari passu with existing shares.
  • Record Date: To be fixed by the Board of Directors after obtaining all necessary approvals, including from stock exchanges.
  • Capital Structure Change: Requires consequential alteration of Clause V of the Memorandum of Association to reflect the revised number of shares. The authorized share capital will be stated as ₹83,00,00,000 divided into 69,00,00,000 equity shares of ₹1/- each and 1,40,00,000 preference shares of ₹10/- each.
  • Approval Required: Ordinary Resolution.

Item No. 2: Approval for Payment of Professional Consultancy Fees to Mr. Deepak Kukreti (Related Party)

  • Related Party: Mr. Deepak Kukreti (Spouse of Mrs. Soumya Kukreti, Director).
  • Nature of Transaction: Payment of professional consultancy fees for services related to renewable energy, wind energy, hydrogen energy, battery energy storage systems (BESS), clean energy technologies, business strategy, project evaluation, and business development.
  • Monetary Value: Not exceeding ₹12,50,000/- (Rupees Twelve Lakhs Fifty Thousand) per month, plus applicable Goods and Services Tax (GST).
  • Maximum Annual Value: ₹150.00 lakh (based on 12 months).
  • Rationale: Mr. Kukreti possesses significant expertise in the renewable energy sector. The expansion of the company's operations into these areas (following the amalgamation of Midwest Energy Private Limited) necessitates specialized consultancy.
  • Financial Impact Quantified: The proposed transaction represents approximately 21.78% of the company's annual consolidated turnover (based on audited consolidated turnover of ₹688.87 lakh for FY ended March 31, 2026).
  • Approvals Obtained: Recommended by the Audit Committee and approved by the Board of Directors.
  • Approval Required: Special Resolution.

Item No. 3: Appointment of Mrs. Kollareddy Ranganayakamma as Non-Executive Director

  • DIN: 00033569
  • Current Status: Appointed as an Additional Director (Non-Executive) by the Board with effect from July 28, 2026, pursuant to Section 161(1) of the Companies Act, 2013.
  • Proposal: Appointment as a Non-Executive Director, liable to retire by rotation.
  • Age: 67 Years
  • Nationality: Indian
  • Shareholding: 2,25,000 Equity Shares
  • Relationship: Mother of Mrs. Soumya Kukreti (Director).
  • Expertise: Corporate governance, regulatory compliance, and strategic oversight.
  • Directorships: Holds directorships in Midwest Neostone Private Limited, Midwest Altira Private Limited, South Coast Infrastructure Development Company of Andhra Pradesh Limited, and Midwest Green Marine Private Limited.
  • Remuneration: Entitled to sitting fees for Board/Committee meetings and reimbursement of expenses as approved by the Board.
  • Approval Required: Ordinary Resolution.

Item No. 4: Appointment of Mr. Dinabandhu Mohapatra as Independent Director

  • DIN: 07488705
  • Current Status: Appointed as an Additional Director (Independent) by the Board with effect from July 28, 2026.
  • Proposal: Appointment as a Non-Executive Independent Director for a term of 5 (five) consecutive years, until July 27, 2031. Not liable to retire by rotation.
  • Qualifications: Former MD & CEO of Bank of India. Seasoned banker with over three decades of experience in Treasury Operations, International Banking, Corporate Lending, and other areas.
  • Shareholding: Nil
  • Relationship: None with other Directors, KMPs, or Senior Management.
  • Directorships: Holds directorships in Regaal Resources Limited, Sammaan Finserve Limited, Sammaan Capital Limited, and Nipha Limited. Holds committee positions in some of these companies.
  • Remuneration: Entitled to sitting fees for Board/Committee meetings and reimbursement of expenses as approved by the Board.
  • Approval Required: Special Resolution.

Postal Ballot & E-Voting Process Details

  • Cut-off Date for Eligibility: Friday, July 31, 2026.
  • E-Voting Service Provider: Bigshare Services Private Limited.
  • E-Voting Period Commencement: Monday, August 10, 2026, at 9:00 A.M. (IST).
  • E-Voting Period Conclusion: Tuesday, September 08, 2026, at 5:00 P.M. (IST).
  • Scrutinizer: CS Srikant Kumar P, Practicing Company Secretary (Peer Review No. 5668/2024).
  • Result Declaration: The result will be announced within two working days of the conclusion of e-voting.
  • Deemed Passing Date: Resolutions, if approved, will be deemed passed on Tuesday, September 08, 2026.
  • Communication: The notice is being sent electronically to members whose email addresses are registered. The notice is also available on the company's website (www.midwestgoldltd.com) and the BSE website (www.bseindia.com).