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.

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^lh 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. ^y

5. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

!" ''^{iew of tl,e} financial position of the Company during the FY 2023-24, the company does not propose

to transfer any amount to the reserves. ^{H p}

⁶' provisions ™^{E L}°^{ANS TAKEN FROM RELATED PARTIES AND} other

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 prov isions pertaining to the previous years:

^{h3S Written} “I⁶ P^rovisions Plaining to previous financial year and other vendor

mentioned bdow:^ ^f<” ³ >“"• “^d »»- Adored

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' ^{effect 0f ad}J^{ustments 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

ot the Company. The Company has been making constant efforts to continue its status as a going concern. ⁶ ®

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 C ompany 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. ^{y y}

9. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 UKKPLACE

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 has established a Vigil Mechanism ("Meclianism") by way of a Whistle Blower Policy for reporting of genuine concerns and/or griev ances. The said Mechanism provides adequate safeguaids against victimization of

persons who use die mechanism and also provides direct access to the Chaiiman 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 coiporate 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 Sundcep Reddy has been appointed as Additional Director (Managing Director)

4. Mr. Sail11 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 Secretaiy.

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

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

2. Mr Nandan M Balwaii, Mr. Anand Kamalapur, Mr. Alka V Sirur’resigned as Director on I4'^h February, 2024.

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

14. NUMBER OF MEETINGS OF THE BOARD

^{11,6 Comp}f^{y he,d 4 mee}t'ngs of the Board of Directors on 30"- May r⁰"^Jh ^AUgUS, "°^23, . ^{November 2023}’ ¹³ February 2024. Details of attendance by the Directors at the Boaid Meetings during their tenure during the financial year and the previous Annual General meeting held on September 23, 2023 are furnished below: ^b

^,s' SSS^SSKSSESKS^{D,RECT0RS tNDER SU}^^EC™^N»

As required under the provisions of Section 149(6) of the Companies Act, 2013, the Company has

M Bllwall, and°T 7 ^ 7^7^{Independent Directors viz}- ^Mr- ^A™'d Kamalapur. Mr Nandan RinH, r ' ^fr0? ^{the newly a}PP°^lnted directors on 14th February 2024 namely Mrs

mdumalim Krishnan and Mr. Sunil Kumar Kosuru, stating that they have met the criteria of in ependence. n the opinion of the Board, all the above mentioned directors have fulfilled the conditions specified in the Aet and rules for appointment as Independent DirectX

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

The Board has earned 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

h f ^perSOnal d’scussions followed by a review to determine and enhance the effectiveness of the individual Directors, Committees and the Board. ness ^{or me}

¹⁷ ™e C0MP^NAW^{P0,NTMENT OF DIRECTORS AND} REMUNERATION POLICY OF

The Nomination and Remuneration Committee ("NRC”) recommends the reconstitution of the Board

oerttlT ^CH ^reqf' I⁸'^{50 reCOmmendS} *° ^{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. directors

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 Bold Diversity and Director Attributes has been framed to encourage diversity of thought experience knowledge, perspective, age and gender in the Board. ^{8 P} ’

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 Deformed hv the internal, statutory and secretarial auditors and the reviews performed by Managemem Tnd lelevant Board Committees, including the Audit Committee, the Board is of the opinion that the mpany s internal financial controls were adequate and effective during FY 2023-24.

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Ý’ ^{,he ,pp,}'“^{bte a}“^o“ⁿ"^ne ”^,nd"^{n,s h,ve b}“ⁿ

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^ ofS>s of the company at the end of the financial year and of the loss of the Company forthat 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 Conipfnv and for preventing and detecting fraud and other irregularities; ^

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

^C) Sib³? '^al? ^dr ^intST^{al f}'^{naMcial controls 10 be} followed by the company and that such internal financial controls were adequate and operating effectively; and

⁰ Si! ^df^{ViS£d Pr}°^{per SyS}!^{ems t0 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 crore, the Company is exempted from the provisions of Clause 49 of the erstwhile Listing Agreeing

21. Board and its Committees

a. Board Meetings

“S “mSSSK* ⁿⁿ‘"^cial y“²⁰²³'²⁴ 30,1 May 2023’ ^l4‘ ²°²³-

// v. ___ ..

b. Audit Committee

Four Audit Committee meetings were held during the financial year 2023-24 on 30'^h Mav 2077 141, August 2023 11* November 2023, .3* Februaiy 2024. The aU Committee of Doctors at the beginning of the financial year comprised of Mr. Nandan M Balwalii, Mr. Alka V Sirur and Mr Anand Kamalapur. Following the reconstitution of the Board, the newly appointed bo d n emters we e nominated as members of the Audit Committee. The current Audit Committee now comprises Mrs

review”?,¹!!¹ 5^>lshna”’ ^{Mr Sahl1 Arora}- *"d Mr. Sunil Kumar Kosuru. The Audit committee has c ewed 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. Tie compoS of L Committee is in line with the provisions of Section 177 of the Act. ^

c. Nomination and Remuneration Committee ("NRC”)

n”^e ftbraaw20M ^d^e^Rr^fn ^T’Tf^{8 WaS held durin}8 ^,he ^cial year 2023-24 on

Boaid. the newly appointed board members were nominated as membei/of the Nomination and Remun^e.a^ti^on Committee. The current NRC consists of Mr. Sunil Kumar Kosuru Mr Sahil Arora and

178 of Ihe Act ^{The C}°^mp0Siti0n °^{f the Coraniittee} is in line with the provisions of Section

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

^l^b^2^^^iPF^^mi‘^T^{ee,i,,8S We}'^{e hdd dUring} "^{,e financial} y^ear 2023-24 on

»^{f Mr}- - £Z?2S2i

22. REAPPOINTMENT OF STATUTORY AUDITORS:

^At^n,1Ual S^e,’^{eral Mee,i}"^{8 held on Se}P^tember 2°. 2022, the members have re-appointed M/s Rao Associates as the statutoiy auditors for a term of 5 years i.e. from the conclusion of tho V7«h

Annual Gcner*! Meeting upto He conclusion of (be 42“ Annual General Meeting However M/s Rao ,beSJata w.eTS'lSy <* «* Company and tendered

account, of the Company from’ or*Mm-SSJ M2?X'me cbgMe statutory

Machine Tools

«“^d*?^rS °^f*^eD^CT^Pl^{ny a}"^{d conflm,ed} their eligibility under Section 141 of the Companies Act 2013 ct and the Rules framed thereunder for the appointment as Auditors of the Company.

23. ACCOUNTING STANDARDS FOLLOWED BV THE COMPANY:

SStaXn Sr" ^A“°^nn,i"^{s S}'*”^d“^{rds p}™"'^,0,6' ^p,ovisl°"*of¹"1 AS Rute,

24. EXPLANATION ON STATUTORY AUDITORS’ REPORT

The Independent Auditors Report received front the Statutoiy Auditors does contain qualifications material uncertainty and emphasis on matters pursuant to the prov isions 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 ("ICSI") 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 SEBI (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

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.