Miven Machine Tools Ltd

TO THE MEMBERS

MIVEN MACHINE TOOLS LIMITED

The Directors present the Thirty Ninth Annual Report and the Audited Financial Statements of Miven Machine Tools Limited ("Company") for the Financial Year (**FY") ended March 31, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

(Rs. in lakhs)

2. OPERATIONS AND STATUS OF COMPANY'S AFFAIRS

During the year under review, your company achieved a turnover of Rs. 143.67 lakhs from manufacturing operations as against the previous year's turnover of Rs. 102.40 lakhs. The Company has incurred a net loss of Rs. 27.87 lakhs as against a net profit after tax of Rs. 740.90 lakhs during the previous financial year.

The machine tools industry continues to be passing through a period of recession and as a result the Company has been incurring operating losses year after year.

3. MATERIAL EVENTS DURING THE FINANCIAL YEAR AND UP TO THE CURRENT DATE

3.1 Corporate Restructuring and Takeover:

During the period under review, following developments have taken place in the matter of takeover of the Company by the acquirers viz. (1) Mr. Sundeep Reddy and (2) Mr. Sahil Arora :

The promoters of Miven Machine Tools Limited ("Target Company") entered into a Share Purchase Agreement ("SPA") to sell 22,52,600 equity shares of Rs 10 each with Mr. K. Sundeep Reddy and Mr. Sahil Arora (‘acquirers") at a consideration of Rs 5/- per share on September 07, 2023. This SPA triggered open offer under the provisions of Regulation 3 and 4 of SEBI (Substantial Acquisition and Takeover) Regulations, 2011 ("SEBI Takeover Regulations "). Public announcement and open offer for acquiring the balance 7,50,900 equity shares of Rs 10 each from the public shareholders was made by the acquirers and the same was filed with the BSE Limited on September 07,2023. Detailed Public statement was published in the newspapers on September 13, 2023 and copies of the same were filed with BSE on September 14,2023. Draft letter of offer was filed with SEBI by Saffron Capital Advisors Private Limited, the merchant bankers appointed by the acquirers on September 22, 2023 fixing the price of open offer as Rs 17.08 per share and the same was approved by SEBI on November 03, 2023. Letter of offer for tendering the shares in the open offer dated November 06, 2023 is proposed to be despatched by the acquirers to the public shareholders on November 11, 2023. The tendering of shares by the public shareholders commenced on November 20, 2023 and closed on December 04, 2023. The recommendation of the Committee of Independent Directors of the target company at their meeting to be held on or before November 16 2023, as per the requirements of Regulation 26(7) of the SEBI Takeover Regulations, 2011 was published in the newspapers on November 17, 2023.

Accordingly, the acquirers have acquired 22,52,600 Equity Shares aggregating to 75.00% of the existing paid up equity share capital of the company, through Share Purchase Agreement dated 07-09- 2023 executed between M/s. N A Sirur (Hubli) Private Limited, Mr. Vikram Raghavesh Sirur, Mrs. Alka Sirur and Mr. K. Sundeep Reddy & Mr. Sahil Arora.

3.2.1 The Company issued a notice of postal ballot on 29^th April 2024 pursuant to Sections 108 and 110 of the Companies Act, 2013, and the relevant rules, considering the following transactions:

1. Shifting of the registered office of the Company from Hubli in the State of Karnataka to Hyderabad in the State of Telangana.

2. To avail unsecured loan from Directors of the Company, beyond the specified statutory limits, for working capital purpose.

"SPP & Associates", Practicing Company Secretaries of Hyderabad are appointed as the Scrutinizer to conduct the aforesaid postal ballot, scrutinize the e-voting process and issue the report. The remote e-voting process concluded on Tuesday 04^,h June 2024, at 5:00 p.m. (1ST), post which the Scrutinizer has submitted his report and the results of the Postal Ballot were declared on 05^th June 2024.

3.2.2 The Company has made an application on 18^Ul July 2024 with Regional Director for shifting of registered office of the Company from "Hubli in the State of Karnataka" to "Hyderabad in the State of Telangana", the application is pending for approval as on date of this report.

4. DIVIDEND

Since the company has incurred operating losses during the year under review, the company is not in a position to consider the payment of any dividend.

5. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

In view of the financial position of the Company during the FY 2023-24, the company does not propose to transfer any amount to the reserves.

6. WRITE OFF THE LOANS TAKEN FROM RELATED PARTIES AND OTHER PROVISIONS

A. During the year under review, the Company has written off of the loans taken from the related parties, after obtaining the consent from the concerned parties:

B. Writing off of the provisions pertaining to the previous years:

The Company has written off the provisions pertaining to previous financial year and other vendor balances which were outstanding for more than 3 years, and which were no more considered necessary as mentioned below:

C. The Company has recognized a sum of Rs. 8,95.353 upon closure of the Superannuation Fund Trust maintained with Life Insurance Corporation of India

D. The combined effect of adjustments and the exceptional items mentioned above works out to Rs. 1,20,99,879 and has been added back to the income during the financial year.

7. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Company has been making constant efforts to continue its status as a going concern.

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms of the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Such internal financial controls are adequate for the size and operations of the Company and were operating efficiently.

9. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has no tolerance for Sexual Harassment at Workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("Policy"). The Company has not received any complaints under the Prevention of Sexual Harassment Act for the FY 2023-24.

10. VIGIL MECHANISM

The Company lias established a Vigil Mechanism ("Mechanism") by way of a Whistle Blower Policy for reporting of genuine concerns and/or grievances. The said Mechanism provides adequate safeguards against victimization of persons who use the mechanism and also provides direct access to die Chairman of the Audit Committee in appropriate or exceptional cases.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public at the beginning of the year nor has it accepted any public deposits during the year under review.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loans or guarantees or provided security in connection with any loan or acquired securities of any other body corporate in terms of Section 186 of the Companies Act, 2013 ("Act").

13. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, the following Directors and Key Managerial Persons were appointed during the financial year with effect from 14^th February 2024.

1. Mr. Bindumalini Krishnan has been appointed as Additional Director (Non-executive Independent Woman Director)

2. Mr. Sunil kumar Kosuru has been appointed as Additional Director (Non-executive Independent Director)

3. Mr. Katta Sundeep Reddy has been appointed as Additional Director (Managing Director)

4. Mr. Sahil Arora has been appointed as Additional Director (Non-executive Director) on 14th February, 2024.

5. Mr. Kiran Kumar Bolaram has been appointed as a CFO on 14th February, 2024.

6. Mrs. Lakshmi Jyothsna Naraharisetty has been appointed as a Whole-time Company Secretary.

The following Directors and Key Managerial Persons resigned during the financial year.

1. Mr. Vikram R Sirur resigned as Managing Director on 14^,h Februaiy, 2024.

2. Mr. Nandan M Balwali, Mr. Anand Kamalapur, Mr. Alka V Sirur resigned as Director on 14^lh February, 2024.

3. Mrs. Lakshmi Jyothsna Naraharisetty resigned on 18th July, 2024.

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, the Company held 4 meetings of the Board of Directors on 30^,h May 2023, 14^,h August 2023, 11^th November 2023, 13^th February 2024. Details of attendance by the Directors at the Board Meetings during their tenure during the financial year and the previous Annual General meeting held on September 23, 2023 are furnished below:

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF COMPANIES ACT 2013

As required under the provisions of Section 149(6) of the Companies Act, 2013, the Company has received declarations from the erstwhile Independent Directors viz. Mr. Anand Kamalapur, Mr. Nandan M Balwalli, and also from the newly appointed directors on 14th February 2024 namely, Mrs. Bindumalini Krishnan and Mr. Sunil Kumar Kosuru, stating that they have met the criteria of independence. In the opinion of the Board, all the above mentioned directors have fulfilled the conditions specified in the Act and rules for appointment as Independent Directors.

16. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an evaluation of the performance of individual directors, Committees constituted by the Board and the Board as a whole during the financial year under report, through a process of personal discussions followed by a review to detemiine and enhance the effectiveness of the individual Directors, Committees and the Board.

17. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Committee ("NRC") recommends the reconstitution of the Board as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board.

In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board.

18. KEY MANAGERIAL PERSONNEL

The following persons are appointed as Key Managerial Personnel of the Company during the financial year pursuant to the provisions of Section 203 of the Companies Act, 2013:

1. Mr. Katta Sundeep Reddy: Managing Director

2. Mr. Kiran Kumar Bolaram: Chief Financial Officer

3. Mrs. Lakshmi Jyothsna Naraharisetty: Whole-time Company Secretary

The following Key Managerial Personnel of the Company have resigned during the financial year:

1. Vikram R Sirur: Managing Director

2. Mrs. Lakshmi Jyothsna Naraharisetty: Company Secretary

19. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems of the Company, work performed by the internal, statutory and secretarial 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 FY 2023-24.

Accordingly, pursuant to the provisions of Section 134(3) and 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have 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 period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively; and

0 they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs 10 crore and the networth is less than Rs 25 crore, the Company is exempted from the provisions of Clause 49 of the erstwhile Listing Agreement upto November 30, 2015 and from the provisions of corporate governance as specified in Regulations 17 to 28 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force from December 1, 2015. In view of the same, details relating to compliance with the provisions of Corporate Governance have not been furnished in this Report.

21. Board and its Committees

a. Board Meetings

Four Board Meetings were held during the financial year 2023-24 on 30^,h May 2023, 14^,h August 2023,

11^,h November 2023, 13^th February 2024. -

b. Audit Committee

Four Audit Committee meetings were held during the financial year 2023-24 on 30^,h May 2023, 14^th August 2023, 11^th November 2023, 13^th February 2024. The Audit Committee of Directors, at the beginning of the financial year comprised of Mr. Nandan M Balwalli, Mr. Alka V Sirur and Mr. Anand Kamalapur. Following the reconstitution of the Board, the newly appointed board members were nominated as members of the Audit Committee. The current Audit Committee now comprises Mrs. Bindumalini Krishnan, Mr. Sahil Arora, and Mr. Sunil Kumar Kosuru. The Audit committee has reviewed the financial statements of the Company for the financial year 2023-24 and the report of the auditors thereon before they were submitted to the Board for approval. The composition of the Committee is in line with the provisions of Section 177 of the Act.

c. Nomination and Remuneration Committee ("NRC")

One Nomination and Remuneration committee meeting was held during the financial year 2023-24 on 13^th February 2024. The NRC of Directors, at the beginning of the financial year, comprised of Mr. Nandan M Balwalli, Mr. Anand Kamalapur and Mrs. Alka V. Sirur. Following the reconstitution of the Board, the newly appointed board members were nominated as members of the Nomination and Remuneration Committee. The current NRC consists of Mr. Sunil Kumar Kosuru, Mr. Sahil Arora and Mrs. Bindumalini Krishnan. The composition of the Committee is in line with the provisions of Section 178 of the Act.

d. Corporate Social Responsibility Committee

As regards the applicable provisions of the Act and the Rules framed there under, the Company is not required to constitute a Corporate Social Responsibility Committee.

e. Stakeholders Relationship Committee

Two Stakeholders Relationship Committee meetings were held during the financial year 2023-24 on 23^rd December 2023 and 21^st February 2024. Following the reconstitution of the Board, the newly appointed board members were nominated as members of the Stakeholders Relationship Committee. The current Stakeholders Relationship Committee consists of Mr. Sahil Arora, Mrs. Bindumalini Krishnan and Mr. K. Sundeep Reddy.

22. REAPPOINTMENT OF STATUTORY AUDITORS:

At the 37^th Annual General Meeting held on September 20, 2022, the members have re-appointed M/s Rao Associates as the statutory auditors for a term of 5 years i.e. from the conclusion of the 37^th Annual General Meeting upto the conclusion of the 42^nd Annual General Meeting. However, M/s Rao Associates have expressed their inability to continue as statutory auditors of the Company and tendered their resignation w.e.f. 29^th May 2024.

In this regard, the Board recommends to the members in the forthcoming Annual General Meeting, the appointment of M/s V. Rao Gopi Chartered Accountants (bearing registration no. 003153s) as the statutory auditors of the Company for a period of five (5) years consecutive years to audit the books of accounts of the Company from 01^s* April 2024 till 31^st March 2029 who are eligible to act as statutory

auditors of the Company and confirmed their eligibility under Section 141 of the Companies Act, 2013 "Act" and the Rules framed thereunder for the appointment as Auditors of the Company.

23. ACCOUNTING STANDARDS FOLLOWED BV THE COMPANY:

Company has adopted the Indian Accounting Standards pursuant to the provisions of Ind AS Rules, with effect from April 1, 2017.

24. EXPLANATION ON STATUTORY AUDITORS' REPORT

The Independent Auditors Report received from the Statutory Auditors does contain qualifications, material uncertainty and emphasis on matters pursuant to the provisions of Companies Act, 2013 and hence the Board of Directors have furnished explanations as given below:

26. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the 'Meetings of the Board of Directors' and 'General Meetings', respectively as issued by the Institute of Company Secretaries of India ("1CSI") and approved by the Central Government.

27. RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm's length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

Hence, the details of material contracts or arrangements or transactions with Related Parties on an ami's length basis with respect to transactions covered under Section 188(1) of the Act are not attached to this report. Hence form AOC-2 has not been attached to this report.

Management discussion and analysis report ns required under Para (B) of Schedule V read with Regulation 34 (3) of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure B and forms part of this Report.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMFn

SUSPENSE ACCOUNT ^U

The company does not have any shares in the demat suspense account or unclaimed suspense account and hence the question of making any disclosure in this regard docs not arise.

36. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE <IBC)

The Company has not made any application, nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.

37. 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 - Not Applicable

38. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the continuing support of the stakeholders of the Company. The Board also records its appreciation of the services rendered by the management of the Company.