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Miven Machine Tools Ltd. Proxy Solicitation & Information Statement 2025

Aug 14, 2025

63384_rns_2025-08-14_e171d9cd-4b2f-4b22-a2d5-d44d910a056a.pdf

Proxy Solicitation & Information Statement

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Date: 14th August 2025

To The General Manager Listing BSE Limited 24th Floor, P J Towers, Dalai Street, Fort Mumbai – 400001

Dear Sir/Madam,

Sub: Intimation of 40th Annual General Meeting of Miven Machine Tools Limited, Sending notice of AGM by email, Closure of Register of Members and E- voting, Scrutinizer of E-voting and cut-off date:

1. 40th Annual General Meeting

This is to inform you that, pursuant to Section 96 of the Companies Act, 2013, Regulation 30 and other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 40th Annual General Meeting (AGM) of the Company will be held at 11:00 AM on Friday, 12th September, 2025 through Video Conferencing (VC) and Other Audio Visual Means(OAVM).

2. Sending Notice of AGM by email only

In view of the relaxation granted by the Ministry of corporate Affairs vide its General Circular No. 20/2020 dated May 5 and 2020 and SEBI vide its Circular No. SEB1/1-10/CFD/CMDUCIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023, Notice of AGM, Directors Report, Auditors Report and other attachments will be sent to the shareholders by email only and physical notices and statements are not being sent to the shareholders.

3.Closure of Resister of Members

We also hereby inform you that pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the cut off date is 05th September 2025. Register of Members of the Company will be closed from 08th September 2024 to 11th September 2025 (both days inclusive) for the purpose of AGM.

4.E-voting, Scrutinizer of E-voting and cut-off date

Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time and Regulation 44 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically for all the resolutions set out in the Notice of Annual General Meeting.

The Company has engaged the services of Central Depository Services (India) Limited for the purpose of providing e-voting facility to all its members.

CS Surya Prakash Perumalla, Practicing Company Secretary, M/S. SPP & Associates, Company Secretaries has been appointed as the Scrutinizer by the Company to scrutinize the entire voting process in a fair and transparent manner.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3 rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana – 500084 ,India.

Website: www.mivenmachinetools.com Email: [email protected]

CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

The remote e-voting period shall commence at 10:00 AM on Monday, the 08th September 2025 at and will end at 05:00 PM on Thursday, the 11th September 2025. The remote e-voting module shall be disabled by CDSL thereafter.

The cut-off date for determining the eligibility of shareholders for remote e-voting rights and attendance at Annual General Meeting (AGM) is 05th September 2025. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cutoff date, shall be entitled to avail the facility of E- voting.

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, please find the enclosed copy of Annual Report of the Company for the financial year ended March 31, 2025.

We request you to take on record of the same.

Thanking you

For Miven Machine Tools Limited KHUSHBO O JAIN Digitally signed by KHUSHBOO JAIN Date: 2025.08.14 17:31:44 +05'30'

Name: Khushboo Jain Designation: Company Secretary & Compliance Officer Membership No. 65899

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3 rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana – 500084 ,India.

Website: www.mivenmachinetools.com Email: [email protected]

CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

ANNUAL REPORT 2024-25 MIVEN MACHINE TOOLS LIMITED CIN L29220TS1985PLC197616 NOTICE OF 40TH ANNUAL GENERAL MEETING DIRECTORS REPORT SECRETARIAL AUDIT REPORT AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

Board of Directors Mr. Katta Sundeep Reddy:M.D Mrs. Bindumalini Krishnan Mr. Sunilkumar Kosuru Mr. Sahil Arora

Chief Financial Officer Mr. Kiran Kumar Bolaram
Whole-time
Company Secretary Ms. Khusboo Jain w.e.f.
17/09/2025
Auditors M/s V Rao
and Gopi,
Chartered Accountants
Registered office: 3rd Floor, D.No. 2-93/8 &
2-93/9, Three Cube
Towers, White Fields
Kondapur Hyderabad,
Kondapur,
K.V.Rangareddy,
Serilingampally, Telangana,
India, 500084
Registrar and Transfer BgSE Financials Limited
Agents: RTA Division, 4th Floor,
Stock Exchange Towers
No 51, 1st Cross, J C Road,
Bangalore-560027

MIVEN MACHINE TOOLS LIMITED 40TH ANNUAL REPORT 2024-25

Sl.No Particulars
1 Notice
of
Annual
General
Meeting
2 Directors
Report
3 Management
Discussion
and
Analysis
4 Certificate of Non-disqualification of Directors
5 Secretarial
Audit
Report
:
MR-3
6 Independent
Auditors
Report
7 Financial
Statements:
Balance
Sheet,
Profit
and
Loss
Account
and
Cash
Flow
Statement
Notesto
Accounts

NOTICE OF 40THANNUAL GENERAL MEETING

NOTICE is hereby given that the 40th (Fortieth) Annual General Meeting of the members of Miven Machine Tools Limited, will be held through Video Conferencing / Other Audio Visual Means at 11:00 AM on Friday, the September 12, 2025 to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Audited Statements of Balance sheet as at 31st March, 2025 and Profit and Loss account of the Company for the financial year ended on March 31, 2025 and related notes and annexures thereto, the report of the Board of Directors and the Auditors thereon and in this connection, to pass the following resolution as an Ordinary Resolution:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Statements of Balance Sheet as at March 31, 2025and profit and loss account of the Company for the financial year ended on March 31, 2025 and related notes and annexures thereto, the report of Board of Directors and Auditors thereon be and are hereby adopted".

  1. To reappoint Mr. Katta Sundeep Reddy (DIN: 06458901) as Managing Director of the Company who retires by rotation and being eligible, offers himself for re-appointment and in this connection, to pass the following resolution as an Ordinary Resolution:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Katta Sundeep Reddy, (DIN: 06458901) Managing Director retiring by rotation, be and is hereby re-appointed on the Board of the Company."

SPECIAL BUSINESS:

To consider and appoint M/s. SPP & Associates, Company Secretaries, Hyderabad as $3.$ Secretarial Auditor of the Company for five consecutive financial years from financial year 2025-26 to 2029-30

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with applicable rules and such other provisions as may be applicable, consent of the Board be and is hereby accorded to appoint M/s. SPP & Associates, Company Secretaries[(Firm Registration No. S2023TS899200, Peer Review No. 2622/2022) Hyderabad as Secretarial Auditors of the Company for conducting the Secretarial Audit for five consecutive financial years from financial year 2025-26 to

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

financial year 2029-30 at a remuneration as may be mutually agreed between the Managing Director and the Secretarial Auditor.

RESOLVED FURTHER THAT the Directors of the Company, be and are hereby severally authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary e-form with the Registrar of Companies, to give effect to the aforesaid resolution"

4. To adopt the new set of main objects-clause III A of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Incorporation) Rules, 2014 and other rules, circulars and notifications made thereunder (including any statutory modification(s) or reenactment thereof) for the time being in force and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, approval of the members of the Company be and is hereby accorded to adopt a new set of main objects - clause III A of the Company as mentioned below:

$\mathbf{1}$ . To carry on the business of manufacturing, assembling, designing, developing, fabricating, processing, importing, exporting, marketing, trading, buying, selling, distributing, leasing, and otherwise dealing in all types of water dispensing machines, including but not limited to, automated water vending units, purification systems, for domestic, commercial, industrial, institutional, and public utility purposes.

To set up, establish, acquire, operate, and maintain plants, units, and facilities for the $2.$ manufacturing, testing, assembling, and packaging of water vending kiosks, filtration systems, water dispensing machines.

To undertake the installation, commissioning, maintenance, repair, servicing, upgradation, $3.$ calibration, and Annual Maintenance Contract (AMC) services for water dispensing machines, in domestic, industrial, institutional, municipal, commercial, government segments including Public Sector Enterprises & its subsidiaries.

To engage in logistics, warehousing, inventory management, and Forward and Carry (F&C) $4.$ services related to water dispensary machines, and allied goods, including deferred delivery and settlement operations.

To carry on the business of engineers, contractors, designers, fabricators, constructors, and $5.$ service providers in civil, mechanical, electrical, and electronic engineering fields relevant to the water dispensing machines.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

To carry on the business of software development and IT-enabled services, including designing, Έ. developing, programming, consulting, testing, tracking, marketing, training, deploying, and maintaining software products and customized solutions for various sectors including but not limited to water vending systems, remote monitoring, IoT integration, analytics, and smart technologies; to provide services in system development, data management, information security, cloud-based infrastructure, and Voice over IP (VoIP) support; and to deliver high quality software services and IT consulting for domestic and international markets with a focus on innovation, reliability, and efficiency.

To engage in the business of providing software development including designing, developing, $\overline{7}$ advertising, testing, tracking, consulting, processing, marketing, programming, storing, innovating, and improving the software products in all types of businesses in India and abroad.

To develop, provide, undertake, design and deal in systems and application software for internet 8. websites, internet marketing, (Electronic) Ecommerce solutions, E-learning solutions, knowledge management and knowledge networking, social engineering, in-person skill development and training, blended learning, customer relationship management solutions, offshore development projects, development of computer software and/ or operate data processing and to arrange, establish, encourage, promote, manage, perform and organize marketing operations, industry and competitive analysis of the market, develop potential market demand and contribute substantially to find the members, manage and coordinate the process and support services in India and/ or abroad for advertising of the services whether manufactured or developed by the Company or not and to provide and improve the qualitative and administrative support.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one of the Directors of the Company or Company Secretary of the Company, be and are hereby authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary e-form with the Registrar of Companies, to give effect to the aforesaid resolution."

  1. To delete the other objects - clause III (C) of the memorandum of association of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Incorporation) Rules, 2014 and other rules, circulars and notifications made thereunder (including any statutory modification(s) or reenactment thereof) for the time being in force and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, approval of the members of the Company be and is hereby accorded to delete the other objects - clause III (C) of memorandum of association of the Company.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one of the Directors of the Company or Company Secretary of the Company, be and are hereby authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary e-form with the Registrar of Companies, to give effect to the aforesaid resolution."

6. To approve the adoption of new set of Articles of Association as per provisions of Companies Act $2013$

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Incorporation) Rules, 2014 and other rules, circulars and notifications made thereunder (including any statutory modification(s) or reenactment thereof) for the time being in force and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary approval of the members of the company be and is hereby to adopt a new set of Articles of Association (AoA) of the Company in alignment with the provisions of the Companies Act, 2013, in substitution and to the entire exclusion of the existing AoA of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one of the Directors of the Company or Company Secretary of the Company, be and are hereby authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary e-form with the Registrar of Companies, to give effect to the aforesaid resolution."

By Order of the Board of Directors For Miven Machine Tools Limited

k Sunderp Riddy

Katta Sundeep Reddy Managing Director DIN: 06458901 Place: Hyderabad Date: 06th August, 2025

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Notes:

Pursuant to General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, $\mathbf{1}$ 20/2020 dated May 5, 2022, 09/2023 dated September 25, 2023, and other circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI') Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023, respectively (collectively referred to as 'Circulars'), companies are permitted to hold the AGM through VC/ OAVM, without the physical presence of the members at a common venue. Accordingly, the 40th AGM of the Company will be convened through VC/OAVM in compliance with the provisions of the Act and Rules made thereunder, the SEBI Listing Regulations read with the aforesaid Circulars. The deemed venue for the 40th AGM shall be the Registered Office of the Company. Central Depository Services (India) Limited ('CDSL') has provided the facility for voting through remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is explained at Note No. (8) to (18) below.

A statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 relating to $\overline{2}$ the Special Business to be transacted at the AGM, is annexed hereto. Further, additional information as required under the Listing Regulations and Circulars issued thereunder are also annexed

As the AGM shall be conducted through VC/OAVM, the facility for appointment of Proxy by the $\overline{3}$ . Members is not available for this AGM pursuant to the MCA Circular No 14/2020 dated April 8, 2020 and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required $\overline{4}$ . to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting, as provided in Section 113 of the Companies Act, 2013. The said Resolution/Authorization shall be sent by email through its registered email address to [email protected] with a copy marked to [email protected].

In accordance with, the General Circular No.20/2020 dated May 5, 2020 issued by MCA and 5. Circular No. SEBI/HO/CFD/CMD1/CIR/P /2020/79 dated May 12, 2020 issued by SEBI, the financial statements including Report of Board of Directors, Auditor's report or other documents required to be attached there with and the Notice of AGM are being sent in electronic mode to Members whose email address is registered with the Company or the Depositories/Depository Participant(s).

  1. Process for registration of email id for obtaining Annual Report and user id/password for e-voting: Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Registrar and Transfer Agents of the Company-BgSE Financials Limited at [email protected] along with the copy of the signed request letter mentioning the name and address of the Member, scanned copy of the share certificate (front and back), self-attested copy of the PAN card and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialized mode are requested to register/update their email addresses with the

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 ,India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

relevant Depository Participants. In case of any queries/difficulties in registering the e-mail address, Members may write to [email protected].

  1. The Notice of AGM along with Annual Report for the financial year 2024-25 is available on the website of the Company at http://www.mivenmachinetools.com/ and on the website of Stock Exchange i.e., www.bseindia.com.

  2. The Members will be able to attend the AGM through VC/OAVM or view the webcast of AGM provided by CDSL at https://www.evoting. cdsl.com by using their remote e-voting login credentials and selecting the EVSN for Company's AGM. The link for VC / OAVM will be available in Members login where the EVSN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice. Further, members can also use the OTP based login for logging into the e-voting system of CDSL.

  3. The facility of joining the AGM through VC/OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

If a member has any queries or issues regarding attending AGM & e-Voting from the e-Voting 10. System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk. evoting@ cdslindia.com or All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

  1. Please note that participants connecting from Mobile devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

11.1 The Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period commences at 10-00 AM (IST) on September 08, 2025 and closes at 05-00 PM (IST) on September 11, 2025. During this period, Members holding shares either in physical form or in dematerialized form, as on September 05, 2025 i.e. Cut-off date, may cast their vote electronically shall be disabled by CDSL for voting thereafter.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

PROCEDURE TO RAISE QUESTIONS DURING ANNUAL GENERAL MEETING:

The facility of participation at the members who would like to express their views or ask $12.$ questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, email Id, PAN, mobile number at [email protected] from 10-00 AM (IST) from August 23rd, 2025 up to 5-00 PM (IST) on August 31st , 2025. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. The shareholders, who do not wish to speak during the AGM but have queries may send their queries in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the $13.$ Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (as amended), the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, 14. the Notice calling the AGM has been uploaded on the website of the Company at www.mivenmachinetools.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limitedatwww.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM i.e.www.evotingindia.com).

The Board of Directors has appointed CS Surya Prakash Perumalla, Practicing Company 15. Secretary, M/S. SPP & Associates, Company Secretaries, Hyderabad as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. The Members who have cast their vote by remote evoting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

The voting rights of Members shall be in proportion to their shares in the paid-up equity share 17. capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected] However, if he/she is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

The details of the process and manner for remote e-voting are explained herein below: 19.

MIVEN MACHINE TOOLS LIMITED Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India. Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

  • i.In terms of the provisions of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020. under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
  • ii. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
  • iii. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential. through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process
  • iv.In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat. accounts to access e-Voting facility.
  • v.Pursuant to above said SEBI Circular, no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
Type of shareholders Login Method
Individual Shareholders
holding
securities
in.
Demat mode with CDSL
Depository
$\mathbf{I}$
Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. The option will be made
available to reach e-Voting page without any further authentication.
URL.
The
for
login to Easi
users
to
Easiest
are
https://web.cdslindia.com/myeasi/home/login
visit
or
www.cdslindia.com and click on Login icon and select New System
Myeasi.
After successful login the Easi / Easiest user will be able to see
2)
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking the
e-Voting option, the user will be able to see e-Voting page of the e-
Voting service provider for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
Additionally, there are also links provided to accessthe system of all e-

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

Email: [email protected] GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

$Lin$

the user can visit the e-Voting service providers' website directly.
If the user is not registered for Easi/Easiest, option to register is
3)
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by providing
DematAccount Number and PAN
No. from a e-Voting
link
click
available on www.cdslindia.com
home
page
or
on
https://evoting.cdslindia.com/Evoting/EvotingLogin The system will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the e-Voting is in progress and
also able to directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the
e- Services website of NSDL. Open web browser by typing the
following URL: https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the "Beneficial Owner" iconunder "Login" which
is available under 'IDeAS' section. A new screen will open. You will
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
"Access to e-Voting" under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
If the user is not registered for IDeAS e-Services, option to register
2)
is available at https://eservices.nsdl.com. Select "Register Online for
click
"Portal
IDeAS
at
or
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)
Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computeror on a mobile. Once the home page of e-Voting system is
launched, click on the icon "Login" which is available under
'Shareholder/Member' section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India. Website: www.mivenmachinetools.com

CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders You can also login using the login credentials of your demat account
(holding
securities
in.
demat
mode)
login
through
their
Depository Participants
(DP)
through yourDepository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e- Voting option, you will be redirected to
NSDL/CDSL Depository site aftersuccessful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to loginthrough Depository i.e., CDSL and NSDL.

Login type Helpdesk details
Individual
Shareholders
holding
Members facing any technical issue in login can contact CDSL
securities in Demat mode with CDSL helpdesk
bv
sending a
at
request
[email protected] or contact at toll free no.
1800 21 09911
Individual
Shareholders
holding
Members facing any technical issue in login can contact NSDL
securities in Demat mode with NSDL helpdesk by sending a request at [email protected] or call
at: 022 - 4886 7000 and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

i.Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders otherthan individual holding in Demat form.

  • $1)$ The shareholders should log on to the e-voting website www.evotingindia.com.
  • $2)$ Click on "Shareholders" module.
  • $3)$ Now enter your User ID

For CDSL: 16 digits beneficiary ID, a.

$\mathbf b$ . For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Shareholders holding shares in Physical Form should enter Folio Number registered with the $\mathbf{C}.$ Company.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

CIN: L29220TS1985PLC197616

Website: www.mivenmachinetools.com

GSTIN: 36AAECM4671J1Z7

  • Next enter the Image Verification as displayed and Click on Login. $\overline{4}$
  • If you are holding shares in demat form and had logged on to www.evotingindia.com and voted 5)
  • on an earliere-voting of any company, then your existing password is to be used.
  • If you are a first-time user follow the steps given below: $6)$
For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for bothdemat shareholders as well as physical
shareholders)
• Shareholders who have not updated their PAN with the
Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact
Company/RTA.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
OR Date of Birth (DOB) as recorded in your demataccount or in the company records in order to
login.
• If both the details are not recorded with the depository or company,
please enter the memberid / folio number in the Dividend Bank details
field.

ii. After entering these details appropriately, click on "SUBMIT" tab.

  • iii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • iv. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • v.Click on the EVSN for the relevant on which you choose to vote.
  • vi.On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

vii.Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

viii. After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

ix. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

x. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

e

  • xi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • xii. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

xiii. Facility for Non - Individual Shareholders and Custodians - For Remote Voting only.

. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

* A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. . The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

. It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorizedto vote, to the Scrutinizer and to the Company at the email address viz; [email protected] or [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting viaMobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate.

  • i. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk, [email protected].
  • ii. The voting period begins on 10-00 AM on Monday, September 8, 2025 and ends at 05-00 PM on Thursday, the September 11, 2025. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, September 5, 2025 of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • iii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] /vp [email protected]

Demat shareholders - please provide Demat account details (CDSL-16-digit beneficiary ID or $\mathcal{L}$ NSDL- 16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to your respective depository participants.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders /members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

  2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  3. Further shareholders will be required to allow Cameraand use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss dueto Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/askquestions during the meeting may register themselves as a speaker by sending their request in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance seven working days prior to the date of AGM mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to bythe company suitably by email.

  6. Those shareholders who have registered themselves asa speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER: -

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

Only those shareholders, who are present in the AGM through VC/OAVM facility and have not $2.$ casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

MIVEN MACHINE TOOLS LIMITED Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 ,India. Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

If any Votes are cast by the shareholders through the e-voting available during the/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available onlyto the shareholders attending the meeting.

Shareholders who have voted through Remote e- Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

NOTE FOR NON - INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailedto [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify the same.

. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letteretc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] or cs@[email protected] if they have voted from individual tab & not uploaded same inthe CDSL e-voting system for the scrutinizer to verifythe same.

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.como All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower

Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

20. OTHER INFORMATION:

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website willbe disabled upon five unsuccessful attempts tokey in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.cdsl.com to reset the password.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

If you have any queries or issues regarding attending $AGM \& e$ -Voting from the CDSL e-Voting $21$ System, you can write an email to helpdesk evoting @cdslindia.com or contact at toll free no. 1800 21 09911

$22.$ The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votescast in favour or against, if any, to the Executive Director or a person authorised by him in writing, whoshall countersign the same.

The results of the electronic voting shall be declared to the Stock Exchanges after the conclusion $23$ of AGM. The results along with the Scrutinizer's Report, shall also be placed on the website of the Company at www.mivenmachinetools.com and on the website of CDSL https://www.evoting.cdsl.com immediately.The Company shall simultaneously forward theresults to the BSE Limited, where the shares of the Company are listed.

  1. The venue of the meeting shall be deemed to be the Registered Office of the Company at 3rd Floor, D.No.2-93/8 & 2.93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana -500084

  2. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, upon the request being sent on [email protected] from 10 AM on 14th August 2025 (date of dispatch of notice of AGM) upto 5 PM on 11th September 2025 (one day prior to the date of AGM)

  3. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company at least seven working days i.e., on or before 05th September 2025 through email [email protected] samewill be replied by the Company suitably

  4. Members who wish to claim dividends, which had remained unpaid are requested to contact the Registrar and Share Transfer Agents, BgSE Financials Limited. Members are requested to note that the amount of dividend which remains unclaimed for a period of 7 years from the date ofsuch transfer to the unpaid dividend account of the Company, will be transferred along with the underlying shares to the Investor Education and Protection Fund (IEPF) as per Sections 124 and 125 of the Companies Act. Members are requested to claim their unclaimed dividends immediately to avoid transfer of the said dividends and underlying shares to the IEPF. Members maynote that the dividend and shares transferred to IEPF could be claimed by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

  5. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holdingshares in physical form may file nomination in the prescribed Form SH.13 with BgSE Financials Limited. In respect of shares held in dematerialized form, the nomination may be filed with the respective Depository Participants. Members who are holding shares in a single name are advised to avail the nomination facility on a priority basis to save the prospective legal heirs from hassles of going through the legal process.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: 129220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Email: [email protected] Contact: +91 9448285831

ne

  1. SEBI has mandated that securities of listed companies can be transferred only in dematerialized from April 01, 2019, except in case of transmission and transposition of securities. In viewof the same and to avail various benefits of dematerialisation, Members are advised to dematerialise shares held by them in physical form and for ease in portfolio management.

  2. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / BgSE Financials Limited.

  3. Details, as required in sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standardon General Meeting (SS-2) of ICSI, in respect of the Director seeking re-appointment at the 40th AGM, forms integral part of the Notice of the 40th AGM. Requisite declarations have been received from the Director for seeking re-appointment.

$\mathbf{\hat{p}}$

By Order of the Board of Directors For Miven Machine Tools Limited

K. Sundeep Reddy

Katta Sundeep Reddy Managing Director DIN: 06458901

Place: Hyderabad Date: 06th August, 2025

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India. Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

EXPLANATORY STATEMENT

As required under Section 102 of the Companies Act, 2013 ("Act") the following explanatory statement sets out all material facts relating to the business mentioned from Item No. (2) to Item No. (5), of the accompanying Notice.

ITEM NO.2

In pursuance to the provisions of the Companies Act, 2013, the Company is required to retire the directors on rotational basis. In this regard, the Board proposes to retire Katta Sundeep Reddy, Managing Director and is eligible for reappointment. Board recommends for this reappointment.

The Board of Directors recommends the passing of the resolution as set out in the accompanying Notice as an Ordinary Resolution.

ITEM NO. 3

Pursuant to the provisions of Regulation 24A of the Listing Regulations, as amended, every listed entity is required to appoint a Peer Reviewed Company Secretary or firm of Company Secretaries as Secretarial Auditor for a term of five years with the approval of shareholders at the Annual General Meeting.

Accordingly, at its meeting held on August 06, 2025, the Board of Directors, after considering the expertise and experience of SPP & Associates, Company Secretaries (Firm Registration No. S2023TS899200, Peer Review No. 2622/2022), has proposed their appointment as the Secretarial Auditors of the Company.

The proposed appointment is for a term of five consecutive years, commencing from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting, subject to shareholder's approval.

The Board of Directors recommends the passing of the resolution as set out in the accompanying Notice as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel (KMP), or their relatives is in any way concerned or interested, financially or otherwise, in the proposed resolution.

ITEM NO. 4 & 5

Further, the Board in its 202nd Board Meeting held on 26th May 2025 proposed to change the entire main objects clause (III-A) of the Memorandum of Association of the Company to start the new line of business to expand the business operations of the Company.

Also, the Board proposed the deletion of the other objects - Clause III - C of the Memorandum of Association to be aligned with the Companies Act, 2013.

The Board of Directors recommends the passing of the resolution as set out in the accompanying Notice as a Special Resolution.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

None of the Directors, Key Managerial Personnel (KMP), or their relatives is in any way concerned or interested, financially or otherwise, in the proposed resolution.

ITEM NO.6:

The existing Articles of Association (AoA) of the Company were based on the provisions of the Companies Act, 1956. With the enactment of the Companies Act, 2013 and its subsequent amendments, several new provisions have been introduced and many of the existing provisions have been either amended or removed.

To bring the Articles of Association of the Company in line with the provisions of the Companies Act, 2013, it is proposed to adopt an entirely new set of Articles of Association replacing the existing Articles of Association of the Company.

In terms of Section 14 of the Companies Act, 2013, the alteration of Articles of Association requires the approval of shareholders by way of a special resolution.

A copy of the draft Articles of Association is available for inspection at the registered office of the Company during business hours on all working days (except Saturdays, Sundays, and public holidays) up to the date of the general meeting and is also available at the meeting for inspection by the members.

The Board of Directors recommends the passing of the resolution as set out in the accompanying Notice as a Special Resolution.

None of the Directors, Key Managerial Personnel (KMP), or their relatives is in any way concerned or interested, financially or otherwise, in the proposed resolution.

By Order of the Board of Directors For Miven Machine Tools Limited

K. Sundeep Riddy

Katta Sundeep Reddy Managing Director DIN: 06458901

Place: Hyderabad Date: 06th August, 2025

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7

Contact: +91 9448285831

DIRECTORS' REPORT 2024-25

TO THE MEMBERS OF MIVEN MACHINE TOOLS LIMITED

THE DIRECTORS PRESENT THE FORTIETH (40TH) ANNUAL REPORT AND THE AUDITED FINANCIAL STATEMENTS OF MIVEN MACHINE TOOLS LIMITED ("COMPANY") FOR THE FINANCIAL YEAR ("FY") ENDED MARCH 31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS 1.

(Rs. in lakhs)
FINANCIAL RESULTS Financial Year
ended
Financial Year
ended
31-03-2025 31-03-2024
Revenue from Operations 143.67
Other income 11.55 13.93
Total income 11.55 157.60
Operating Expenses 72.86 306.47
Loss before exceptional items (61.31) (148.87)
Exceptional item en. 121.00
Net Loss / Profit (61.31) (27.87)
Other comprehensive income
Total Comprehensive Income (61.31) (27.87)
Earning per share
Basic (2.04) (0.93)
Diluted (2.04) (0.93)

OPERATIONS AND STATUS OF COMPANY'S AFFAIRS $2.$

During the year under review, your company was not into operations and therefore has a NIL turnover as against previous year's turnover of Rs. 143.67 lakhs. The Company has incurred a net loss of Rs. 61.31 lakhs as against a net loss after tax of Rs. 27.87 lakhs during the previous financial year.

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

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

Shifting of the registered office of the Company from Hubli in the State of Karnataka to $\mathbf{1}$ Hyderabad in the State of Telangana

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

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

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

3.2.1. The Company has made an application on 18th 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 Company had received the order for approval of shifting of registered office of the company from the Hubli, Karnataka to Hyderabad, Telangana on 12th February 2025 and the certified true copy of the order was received on 26th February 2025.

3.2.2. The Company shifted its registered office to 3rd Floor, D.No. 2-93/8 & 2-93/9, White Fields Kondapur Hyderabad, Telangana, India 500084 with effect from 21st March 2025.

3.3. The Company has applied for reclassification of promoters on 01st March 2024 which was pending for approval during the Financial Year 2024-25 and the Company has received the approval form BSE in the month of July 2025.

DIVIDEND $\Delta$

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

5. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

In view of the financial position of the Company during the FY 2024-25, the company does not propose to transfer any amount to the reserves.

RISK MANAGEMENT 6.

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.

7. 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.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

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

Since the Company has less than 10 employees during the Financial Year 2024-25, the provisions of POSH and maternity benefit Act are not applicable to the Company.

VIGIL MECHANISM $\mathbf{q}$

The company has 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 the chairman of the audit committee in appropriate or exceptional cases.

10 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.

11. 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").

CHANGE IN COMPOSITION OF BOARD OF DIRECTORS $12.$

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, following Directors and Key Managerial Persons were appointed during the financial year.

Mrs. Bindumalini Krishnan (DIN:08018301) who was appointed as Additional Director (Non- $\mathbf{1}$ . executive Independent Woman Director) on 14th February, 2024 has been regularized as a Nonexectuive Independent Women Director of the Company in the 39th Annual General Meeting held on 20th September 2024.

Mr. Sunil Kumar Kosuru (DIN: 02868054) who was appointed as Additional Director (Non- $2.$ executive Independent Director) on 14th February, 2024 has been regularized as a Non-executive Independent Director of the Company in the 39th Annual General Meeting held on 20th September 2024.

$3.$ Mr. Katta Sundeep Reddy (DIN:06458901) who was appointed as Additional Director and Managing Director has been regularized as an Managing Director in the AGM held on 20th September 2024

$\overline{4}$ Mr. Sahil Arora (DIN:07143414) who was appointed as Additional Director (Non-executive Director) on 14th February, 2024 has been regularized as a Director of the Company in the 39th Annual General Meeting held on 20th September 2024.

  1. Mrs. Khusboo Jain has been appointed as Company Secretary on 17th September 2024.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

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

Ms. Lakshmi Jyotsna, Company Secretary of the Company resigned on 18th July 2024. $\mathbf{1}$

NUMBER OF MEETINGS BOARD 13.

During the financial year 2024-25, the Company held 8 meetings of the Board of Directors on 25th April 2024, 29th May 2024, 25th June 2024, 07th August 2024, 17th September 2024, 23rd October 2024, 10th February 2025 and 21st March 2025. 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 20, 2024 are furnished below:

SI.
No
Name of Director No of Board
Meetings held
during the
tenure of
Director
No of Board
Meetings
attended
Attendance at
the last AGM
1. Mr. Katta Sundeep Reddy Yes
2. Mrs. Bindumalini Krishnan 6 Yes
3. Mr. Sahil Arora Yes
4. Mr. Sunil Kumar Kosuru Yes

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

As required under the provisions of Section 149(6) of the Companies Act, 2013, Company has received declarations from the independent Directors viz. Mrs. Bindumalini Krishnan and Mr. Sunil Kumar Kosuru, stating that they have met the criteria of independence. In the opinion of the Board, Mrs. Bindumalini Krishnan and Mr. Sunil Kumar Kosuru have fulfilled the conditions specified in the Act and rules for appointment as Independent Directors and they are independent of management of the Company.

15. 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 determine and enhance the effectiveness of the individual Directors, Committees and the Board.

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY 16.

MIVEN MACHINE TOOLS LIMITED
Regd. Office: 3 rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad,
Telangana - 500084, India.
Website: www.mivenmachinetools.com
Email: [email protected]
CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

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

$\in)$ 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

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

EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE 19.

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.

BOARD AND ITS COMMITTEES $20.$

a. Board Meetings

Eight Board Meetings were held during the financial year 2024-25 on 25th April 2024, 29th May 2024, 25th June 2024, 07th August 2024, 17th September 2024, 23rd October 2024, 10th February 2025 and 21st March 2025

Audit Committee $\mathbf b$ .

Five Audit Committee meetings were held during the financial year 2024-25 on 29th May 2024, 25th June 2024, 07th August 2024, 23rd October 2024, 10th February 2025. The Audit Committee of Directors, during the financial year comprises of 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 2024-25 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.

Nomination and Remuneration Committee ("NRC") c.

Two NRC meetings were held during the financial year 2024-25 on 07th August 2024 and 17th September 2024. The NRC of Directors 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 as the Company is currently into losses. Therefore, the provisions relating to CSR are not applicable to the Company during the year.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com Email: [email protected] CIN: L29220TS1985PLC197616 GSTIN: 36AAECM4671J1Z7 Contact: +91 9448285831

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.

KEY MANAGERIAL PERSONNEL $17.$

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:

  • Mr. Katta Sundeep Reddy: Managing Director $\mathbf{1}$
  • Mr. Kiran Kumar Bolaram; Chief Financial Officer $\mathcal{P}$
  • $\overline{3}$ Mrs. Khusboo Jain: Company Secretary

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

$1.$ Mrs. Lakshmi Jyothsna Naraharisetty: Company Secretary

DIRECTORS' RESPONSIBILITY STATEMENT 18.

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 2024-25.

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:

in the preparation of the annual accounts, the applicable accounting standards have been a) 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;

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

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Stakeholders Relationship Committee e.

One meeting was held on 21st March 2025 during the FY. Following Board members constitute the Stakeholders Relationship Committee. The current Stakeholders Relationship Committee consists of Mr. Sahil Arora, Mrs. Bindumalini Krishnan and Mr. K. Sundeep Reddy.

STATUTORY AUDITORS $21.$

At the 37th 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 37th Annual General Meeting upto the conclusion of the 42nd 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. 29th May 2024.

In this regard, the members in the 39th Annual General Meeting, appointed 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 01st April 2024 till 31st 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 and the Rules framed thereunder for the appointment as Statutory Auditors of the Company.

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY $22.$

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

EXPLANATION ON STATUTORY AUDITORS' REPORT 23.

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

SI
$\bullet$
N
$\bullet$
٠
Audit
Qualificatio
n
Auditor Comment Auditor
Opinion
Management
Explanation
1. The
company
has
not
provided
for interest
expenditur
e on inter-
provision
No
has
been made in respect
of interest payable
on Inter Company
Loans amounting to
INR 11.26 Lakhs as
indicated in Note:
QUALIFIED
OPINION
availed inter
Company
corporate deposit (ICD) of
Rs.2.45 crores from its
group company, Miven
Myfran Conveyors Private
Limited. The said ICD
alongwith
amount
interest will be written as

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

corporate
loan.
25(D) to Standalone
Ind
AS
financial
The
statements.
company
has
not
provided
any
documentary
evidence
for
not
recognizing
these
liabilities as claims.
This has resulted in
overstatement
٥f
total comprehensive
income and other
equity
and
understatement
of
current liabilities by
the said amount.
Company not able to
repay the amount due to
losses of the Company.
Company is in the process
to formalise the same in
due course of time and
will
also
execute
necessary documents to
written off ICD amount.
Hence, no provisions have
been made for interest
payment. Even in the
books of accounts of
Miven Myfran Conveyors
Pvt Ltd also not provided
any provision for interest
on
ICD.
Management opined that
there is no financial
impact or any impact to
the Stakeholders.
The
said
amount will
be
written off during the FY
$25 - 26$
as
per
the
Agreement.
2. of
31
As
March -
2025,
the
Company's
liabilities
exceeded
total
its.
assets
bv
INR 551.75
Lakhs.
Further, the
company
has
no
tangible
property,
plant
and
equipment,
no
inventory
We draw attention to
Note 25(A) in the
Standalone Ind AS
Financial Statements
which indicates that
the
Company's
liabilities exceed its
total assets by INR
551.75 Lakhs as at
31st March, 2025.
The company has no
tangible
property,
plant and equipment,
no inventory and no
employees on its rolls
as on the reporting
date
except
Key
Managerial Persons.
As stated therein
Material
uncertainty
related
to.
Going
Concern
The Company has been
looking for appropriate
business
opportunities
during the Financial Year
24-25. The Board has
decided to alter the main
objects of the company to
take up new business. The
Company is expecting to
start its operations at
earliest.
and
no
employees
on its rolls
as on the
these
events
or
conditions
indicate.
that
$a -$
material
uncertainty
exists

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

reporting
date.
that
cast
may
significant doubt on
the company's ability
to continue as a
going concern. Our
opinion is
not
modified
in
respect of this matte
r.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT 24.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Surya Prakash, Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 received from the said Secretarial auditor is annexed to this report. The observations of the Secretarial Auditors and the management comments are furnished below:

S-No. Management Explanation
Audit Qualification
1. the status of the Company on the BSE
website shows "SDD Non-Compliant"
during the audit period
the
company has made all the required
updates and has maintained the
SDD software as required under
the SEBI (Prohibition of Insider
Trading) Regulations 2015, but the
status of the Company on the BSE
website still shows "SDD Non-
the
Compliant". However,
Company has requested the stock
exchange to conduct the SDD audit
in order to change the status from
SDD
SDD Non-Compliant to
compliant accordingly.
The
Company is awaiting the response
from the BSE.

SECRETARIAL STANDARDS 25.

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.

26. 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.

Also, there are no material contracts or arrangements or transactions with Related Parties on an arm's length basis with respect to transactions covered under Section 188(1) of the Act. Hence form AOC-2 has not been attached to this report.

$271$ SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review the Company has received an order for approval of shifting of registered office from Hubli, Karnataka to Hyderabad, Telangana by the Regional Director - Hyderabad on 12th February 2025.

No other significant and material orders were passed.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 28. 143

The auditors of the company have not reported any fraud under sub-section (12) of Section 143 of the Companies Act, 2013 whether reportable to the Central Government or otherwise and hence no details are furnished in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN $29.$ EXCHANGE EARNINGS & OUTGO

information required rules 8(3)(a) and (b) of the companies (accounts) rules, 2014, concerning conservation of energy, technology absorption and foreign exchange outgo is nil.

30. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year.

DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER 31. SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information stipulated under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025:

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana-500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

No Remuneration has been paid to the Managing Director or any other Director of the Company and sitting fees have been paid to all the Directors.

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief ii) Executive Officer, Company Secretary - if any in the financial year 2024-2025:

There was no increase in remuneration to CFO or Company Secretary during the financial 2024-2025 and no remuneration has been paid to any of the Directors of the Company.

The percentage increase in the median remuneration of employees in the financial year 2024iii) 2025:

There was no increase in remuneration of employees during the year.

iv) The number of permanent employees on the roles of the Company: As on current date there are only two Employees in the Company.

The explanation on the relationship between average increase in remuneration and Company $\mathsf{v}$ performance:

There was no increase in remuneration and since the company is under loss, explanation is not necessary.

Comparison of the remuneration of the key managerial personnel against the performance of vi) the company:

Since the Company is making operating loss, no comparison is possible.

The key parameters for any variable component of remuneration availed by the directors: vii)

Not Applicable.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Not Applicable

Average percentile increase already made in the salaries of employees other than the $ix)$ managerial personnel in the past financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no increase in the salaries of employees and managerial personnel, hence no comparison is possible.

During the year under review, there was no employee who was in receipt of a remuneration of `x۱ Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and hence the particulars of the employees as

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

required in terms of Sub Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attracted.

Variations in the market capitalization of the company, price earnings ratio as at the closing date xi) of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies.

The equity shares of the company are listed on BSE Ltd. These shares are very thinly traded on Stock Exchange. The opening price during the financial year under report was Rs. 95.00 and the closing price was Rs. 105. The market capitalization of the company as on March 31, 2025 was Rs. 3153.68 lakhs as against Rs. 2800.16 lakhs on March 31, 2024.

Since the company has been incurring losses, the computation of price earnings ratio is not applicable.

32. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the annual return for FY 2024-25 will be displayed on our website: www.mivenmachinetools.in

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as 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.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE 34. 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 does not arise.

DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE 35. 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 2024-2025

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF 36. ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF - NOT APPLICABLE

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 ,India.

CIN: L29220TS1985PLC197616

Website: www.mivenmachinetools.com

GSTIN: 36AAECM4671J1Z7

Contact: +91 9448285831

Email: [email protected]

ACKNOWLEDGEMENTS 37.

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.

On behalf of the Board of Directors For Miven Machine Tools Limited

K. Sundeep Reddy

Katta Sundeep Reddy Managing Director DIN: 06458901

Date: 06th August 2025 Place: Hyderabad

$\begin{array}{r} \text{Dlytainy system} \ \text{BINDUMALIN} \text{ BINDUMALIN} \ \text{I KRISHIAN} \text{RRSHINAN} \ \text{I KRISHNAN} \text{Date: 2025.08.06} \ \text{17:09:54 + 05'30'} \end{array}$ Digitally signed by

Name: Bindumalini Krishnan Independent Director DIN: 08018301

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India. Website: www.mivenmachinetools.com Email: [email protected]

CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Contact: +91 9448285831

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Developments: $\mathbf{a}$

To carry on the business of manufacturing, assembling, designing, developing, fabricating, processing, importing, exporting, marketing, trading, buying, selling, distributing, leasing, and otherwise dealing in all types of water dispensing machines, including but not limited to, automated water vending units, purification systems, for domestic, commercial, industrial, institutional, and public utility purposes. 2. To set up, establish, acquire, operate, and maintain plants, units, and facilities for the manufacturing. testing, assembling, and packaging of water vending kiosks, filtration systems, water dispensing machines. 3. To undertake the installation, commissioning, maintenance, repair, servicing, upgradation, calibration, and Annual Maintenance Contract (AMC) services for water dispensing machines, in domestic, industrial, institutional, municipal, commercial, government segments including Public Sector Enterprises & its subsidiaries.

Transforming from the machine tools industry to setting up of Automated water vending units in manufacturing, assembling, designing, developing, fabricating, processing, importing, exporting, marketing, trading, buying, selling, distributing, leasing & dealing in all types of water Dispensing machines including domestic, commercial, industrial, institutional, and public utility purposes. The new managements after post -acquisition of the company has shifted to new business avenues, which can be do lot of innovation & R &D in these areas to improve the quality of the machine with the latest technology enabled.

The machine tool industry is evolving from a traditional manufacturing backbone into a dynamic ecosystem driven by digitalization, sustainability, and automation. As demand for precision manufacturing accelerates, companies that integrate intelligent systems, reduce operational costs, and adapt to regional shifts will gain a competitive edge. The new management post-acquisition of the Company is looking to shift toward digital-smart capabilities.

Opportunities and Threats: b.

Opportunities

Rising Demand for Safe Drinking Water - Increasing awareness and initiatives for clean water $1.$ access in urban and rural areas.

$2.$ Smart City & Public Infrastructure Projects - Potential to install automated units at railway stations, airports, schools, hospitals, and municipal hubs.

  1. Export Potential – Emerging markets in Asia, Africa, and the Middle East with growing need for water purification and vending solutions.

Digital Integration - Adding UPI, QR code, and contactless payment systems along with loT- $\mathbf{4}$ enabled monitoring for predictive maintenance.

  1. Sustainability Trends - Positioning as an eco-friendly solution that reduces plastic waste and promotes refill culture.

Threats

High Competition - Established brands and low-cost local manufacturers already in the market. $\mathbf{1}$

Technology Obsolescence - Need for constant R&D to keep up with advances in IoT, filtration, $\overline{2}$ and automation.

Supply Chain Vulnerability - Dependence on imported sensors, filters, and electronics exposes $3.$ the business to currency and logistics risks.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 , India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Economic & Policy Uncertainty - Budget cuts or policy changes may delay large government or institutional projects.

The key challenges include reliance on imports for critical components and technology, high initial capital investments, the need for continuous technological innovation, and the impact of economic downturns

$\mathbf{c}$ . Segment-wise or product wise performance:

· Segments - Smart City projects, PSU orders, Corporate installations, commercial clients

· Products - Flagship product with IoT features, Standalone and integrated modules, Service contracts with institutions

The Company had no operational activity during the year; therefore, could not furnish any info on either segment-wise or product wise performance...

d. Outlook

Overall, the shift positions the company in a High-potential, socially relevant, and technology-driven sector with opportunities for steady growth, provided R&D, branding, and service delivery remain strategic priorities.

Management is pursuing new projects and to expand the Company's business opportunities. Through a targeted and strategic approach, management is focused on building value by identifying attractive opportunities, cultivating partnerships, and aligning initiatives with long-term organizational goals.

Risk and concerns: e.

Market Competition, Technology Obsolescence, Supply Chain Dependence, Brand Transition Challenges, Service Network Scalability are the risks and concern.

However, the Company operates in a competitive environment. Established competitors and new market entrants-with stronger financial resources, broader product portfolios, or advanced technological capabilities—could capture market share, pressure pricing, or offer more compelling value propositions. Rapid innovation in the industry may render the Company's offerings obsolete, while aggressive pricing strategies could erode margins. Failure to respond effectively to these pressures may adversely impact the Company's growth, profitability, and long-term viability

f. Internal Control systems and their adequacy:

The Company has established a robust internal control framework designed to ensure the orderly and efficient conduct of its business, safeguarding of assets, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal controls are commensurate with the size, nature, and complexity of the Company's operations.

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 and are operating efficiently.

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084, India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

Discussions on financial performance with respect to operational performance:

The increase in losses is primarily attributable to the absence of operating income, coupled with the continuing fixed and administrative expenses incurred during the year. The Company continues to incur operating losses, and management is taking steps to restructure operations, explore new business opportunities, and control costs to move towards sustainable profitability in the coming years.

During the year under review, your company was not into operations and therefore has a NIL turnover as against previous year's turnover of Rs. 143.67 lakhs. The Company has incurred a net loss of Rs. 61.31 lakhs as against a net loss after tax of Rs. 27.87 lakhs during the previous financial year. Company continues to incur operating losses.

Material developments in Human Resources/Industrial relations front, including number of h. people employed:

As the Company prepares to reinitiate operations in the near term, management has commenced strategic orkforce planning to recruit qualified personnel aligned with its operational objectives and long-term vision. The focus is on building a team with expertise in manufacturing, technology integration, R&D, and after-sales service to support the Company's transition into the automated water vending and purification solutions sector.

As the Company prepares to reinitiate operations in the near term, management has commenced strategic workforce planning to recruit qualified personnel aligned with its operational objectives and long-term vision.

2. Disclosure of Accounting Treatment:

No different treatment in the financial statements other than what is prescribed in an Accounting Standard has been followed, hence no disclosure requirement herein.

On behalf of the Board of Directors For Miven Machine Tools Limited

K. Sundeep Reddy

Katta Sundeep Reddy Managing Director DIN: 06458901

Date: 06th August 2025 Place: Hyderabad

BINDUMALI Digitally signed by BINDUMALINI $Nl$ KRISHNAN KRISHNAN Date: 2025.08.06 Name: Bindumalini Krishnan Independent Director DIN: 08018301

MIVEN MACHINE TOOLS LIMITED

Regd. Office: 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields, Kondapur, Hyderabad, Telangana - 500084 ,India.

Website: www.mivenmachinetools.com CIN: L29220TS1985PLC197616

GSTIN: 36AAECM4671J1Z7

SPP & Associates Company Secretaries

Peer Reviewed Firm #2-20-8/G/23, First Floor, Sri Giri Colony, Adarsh Nagar, Uppal, Medchal- Malkaigiri. Hyderabad-500039, Telangana, India. Email id: [email protected] Mobile: +91 9246552422

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members MIVEN MACHINE TOOLS LIMITED 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields Kondapur Hyderabad, K.V.Rangareddy, Serilingampally, Telangana, India, 500084.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Gowra Leasing & Finance Limited, having CIN (Corporate Identification Number) L29220TS1985PLC197616 and having registered office at 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields Kondapur Hyderabad, K.V.Rangareddy, Serilingampally, Telangana, India, 500084 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub clause (10)(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Director Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2025 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 other Statutory Authority:

S. No Name of Director DIN Date of appointment in
Company
1. BINDUMALINI KRISHNAN 08018301 14/02/2024
2. SUNILKUMAR KOSURU 02868054 14/02/2024
3. KATTA SUNDEEP REDDY 06458901 20/09/2024

Digitally signed by SURYA SURYA PRAKASH PRAKASH PERUMALLA Date: 2025.08.06 PERUMALLA 17:41:30 +05'30'

SAHIL ARORA 07143414 14/02/2024

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For SPP & Associates Company Secretaries

SURYA PRAKASH PERUMALLA

Digitally signed by SURYA
PRAKASH PERUMALLA
Date: 2025.08.06 17:42:37
+05'30'

Surya Prakash Perumalla Company Secretary in Practice FRN: S2023TS899200 FCS No. 9072; CP No.11142 UDIN: F009072G000951189

Date: 06th August 2025 Place: Hyderabad

SPP & Associates Company Secretaries

Peer Reviewed Firm # 2-20-8/G/23, First Floor, Sri Giri Colony, Adarsh Nagar, Uppal, Medchal- Malkajgiri, Hyderabad-500039, Telangana, India. Email id: [email protected] Mobile: +91 9246552422

FORM MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

To The Members MIVEN MACHINE TOOLS LIMITED 3rd Floor, D.No. 2-93/8 & 2-93/9. Three Cube Towers, White Fields Kondapur Hyderabad. K.V.Rangareddy, Serilingampally, Telangana, India, 500084

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. MIVEN MACHINE TOOLS LIMITED (herein after called the "Company") (CIN: L29220TS1985PLC197616). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by Company for the financial year ended on March 31, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

  • ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under (Not applicable to the Company during the Audit Period);
  • iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder (Not applicable to the Company during the Audit Period);
  • iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
  • v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
  • a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

Digitally signed by SURYA SURYA PRAKASH PRAKASH PERUMALLA PERUMALLA Date: 2025.08.06

  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018:
  • d. The Securities and Exchange Board of India (Shared Based Employee Benefits and Sweat Equity) Regulations 2021 (Not applicable to the Company during the Audit Period):
  • e. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the Audit Period);
  • f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
  • g. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the Audit Period); and
  • h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period).

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof the Company has complied with all the laws applicable during the Financial Year 2024-2025.

We have also examined compliance with the applicable clauses of the following:

  • i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by "The Institute of Company Secretaries of India"
  • ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

Digitally signed by SURYA SURYA PRAKASH PRAKASH PERUMALLA PERUMALLA Date: 2025.08.06

We further report that during the audit period the company has made all the required updates and has maintained the SDD software as required under the SEBI (Prohibition of Insider Trading) Regulations 2015, but the status of the Company on the BSE website still shows "SDD Non-Compliant". However, the Company has requested the stock exchange to conduct the SDD audit in order to change the status from SDD Non-Compliant to SDD compliant accordingly. The Company is awaiting the response from the BSE.

We further report that during the period under review the company has shifted its registered office from Hubli, Karnataka to Hyderabad, Telangana. The Company has received the approval form the Regional Director (RD) for shifting of registered office from the State of Karnataka to the State of Telangana on 12th February 2025 and has shifted the registered office of the Company to 3rd Floor, D.No. 2-93/8 & 2-93/9, Three Cube Towers, White Fields Kondapur Hyderabad, K.V.Rangareddy, Serilingampally, Telangana, India, 500084 w.e.f. 21st March 2025.

We further report that the Company has made an application for reclassification of promoters on 01st March 2024 and was awaiting BSE approval during the Financial Year 2024-25. However, the Company has received the approval for the same in the month of July 2025.

For SPP & Associates Company Secretaries

SURYA PRAKASH PRAKASH PERUMALLA Date: 2025.08.06 17:32:50
+05'30' PERUMALLA

Surya Prakash Perumalla Company Secretary in Practice FRN: S2023TS899200 FCS No. 9072; CP No.11142 Peer Review Cert No.: 2622/2022 UDIN: F009072G000951156

Date: 06/08//2025 Place: Hyderabad

[This report is to be read with our letter of even date, which is annexed as "Annexure $-A$ " and forms an integral part of this report.]

"Annexure $-A$ "

The Members Miven Machine Tools Limited 3rd Floor, D.No. 2-93/8 & 2-93/9. Three Cube Towers, White Fields Kondapur Hyderabad, K.V.Rangareddy, Serilingampally, Telangana, India, 500084

Our report of even date is to be read along with this letter:

    1. Maintenance of secretarial records is the responsibility of the management of M/s. MIVEN MACHINE TOOLS LIMITED ("the Company"). Our responsibility is to express an opinion on these secretarial records based on our audit.
    1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
    1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
    1. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
    1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
    1. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For SPP & Associates Company Secretaries

SURYA PRAKASH PRAKASH PERUMALLA
PERUMALLA Date: 2025.08.06 17:33:17 PERUMALLA $+05'30'$

Surya Prakash Perumalla Company Secretary in Practice FRN: S2023TS899200 FCS No. 9072; CP No.11142 Peer Review Cert No.: 2622/2022 UDIN: F009072G000951156

Date: 06/08//2025 Place: Hyderabad

To

$F.No. : 001. # 3-5-595.$ Gharonda Paul Apts.. 7th Street. Naravanaguda, Near Telugu Academy, Hyderabad - 500 029, T.S. Ph.: 040-23228444 Mobile: 80089 28444, 90329 28444 E-mail: [email protected]

INDEPENDENT AUDITORS' REPORT

$\mathbf{1}$

To The Members of MIVEN MACHINE TOOLS LIMITED. HYDERABAD.

Report on the Audit of Standalone Ind AS Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of Miven Machine Tools Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the 'Basis for Qualified Opinion' section of our report, the afore said Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and Fairview in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March $31^{st}$ , 2025, its loss including total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis For Qualified Opinion:

No provision has been made in respect of interest payable on Inter Company Loans amounting to INR 11.26 Lakhs as indicated in Note: 25(D) to Standalone Ind AS financial statements. The company has not provided any documentary evidence for not recognizing these liabilities as claims. This has resulted in overstatement of total comprehensive income and other equity and understatement of current liabilities by the said amount.

2nd Floor, Plot No. 4, Near Pulses, Durgam Cheruvu Road, Madhapur, Hyderabad - 500 081.

D. No.: 26-10-1, 2nd Floor, Darga Road, Nagarampalem, Guntur - 522 004, A.P. Tel.: 0863-2225921 Gannavaram, Vijayawada - 520 002, A.P., Ph. : 9394343434, 9676934343

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related To Going Concern

We draw attention to Note 25(A) in the Standalone Ind AS Financial Statements which indicates that the Company's liabilities exceed its total assets by INR 551.75 Lakhs as at 31st March, 2025. The company has no tangible property, plant and equipment, no inventory and no employees on its rolls as on the reporting date except Key Managerial Persons. As stated therein these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis Of Matter

    1. We draw attention to Note 25(C) to the accompanying Standalone Ind AS Financial Statements about the re-grouping and re-classification of items in the Standalone Balance sheet.
    1. We draw attention to Note 18(a) to the accompanying Standalone Ind AS Financial Statements about Other Income.
    1. We draw attention to Note 18(b) to the accompanying Standalone Ind AS Financial Statements about writing back of certain liabilities owed by the company shown under Other Income in the Standalone Statement of Profit and Loss.

  1. We draw attention to Note 25(J)(iii)(b) to the accompanying Standalone Ind AS Financial Statements regarding pending claims against the company which have not been acknowledged as debt.

Our opinion is not modified in respect of above matters.

Other Matter

We have not audited the comparative financial information for the period ended on 31st March, 2024 appearing in the Standalone Ind AS Financial Statements for the period ended on 31st March, 2025. The comparative financial information for the period ended on 31st March. 2024 appearing in the Standalone Ind AS Financial Statements for the period ended on 31st March, 2025 were audited by the previous auditor.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities Of Management And Those Charged With Governance For The Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone IND AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the IND AS financial statements that give a true and fair view and are free from material misstatement. whether due to fraud or error.

In preparing the IND AS financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors Responsibilities For The Audit Of Standalone Financial Statements

    1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the hasis of these financial statements.
    1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
  • a. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
  • c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • d. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related

disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report On Other Legal And Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, based on our audit, we report that:

    1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
    1. In our opinion, proper books of account are maintained as required by law by the Company so far as it appears from our examination of those books;
    1. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
    1. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued there under.
    1. On the basis of the written representations received from the directors as on March 31st, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March $31st$ , 2025 from being appointed as a director in terms of Section 164(2) of the Act:
    1. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Reporting "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

    1. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act.
    1. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
  • a. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer Note 25(J)(iii)(b) to the standalone Ind AS financial statements.
  • b. The company did not enter into any long-term contracts wherein material losses as required under the applicable law or accounting standards that needs to be recognized in the Standalone Ind AS Financial Statements. Further, the company has not entered in any derivative contracts for which there were any material foreseeable losses.
  • c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
  • d. (a)The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b)The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that

the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

  • e. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013
  • f. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. The audit trail is preserved by the company as per the statutory requirements for record retention.

For V. RAO & GOPI Chartered Accountants FRN:003153S CA. P. Hanumantha Rao Partner Memb. No:026990 Date:26.05.2025

UDIN:25026990BMISLD8024

Place:Hyderabad

ANNEXURE 'A' REFERRED TO IN PARAGRAPH (1) UNDER the HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF MIVEN MACHINE TOOLS LIMITED:

i. In respect of its fixed assets:

  • a. According to the information and explanation given to us by the management, the company does not hold any property, plant and equipment. Hence the provisions of Clause (i) of paragraph 3 of the order is not applicable to the company.
  • b. According to the information and explanation given to us by the management, the company does not hold any intangible assets. Hence the provisions of Clause (i) of paragraph 3 of the order are not applicable to the company.
  • c. No proceedings have been initiated during the year or are pending against the company as at March $31st$ , 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made there under.

ii.In respect of its inventories:

  • a. According to the information and explanation given to us by the management, the company does not hold any inventory during the year. Hence the provisions of Clause (ii)(a) of paragraph 3 of the order are not applicable to the company.
  • b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not been sanctioned any working capital limits, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of Clause (ii)(b) of paragraph 3 of the order are not applicable to the company.
  • iii. The company has not granted any loans, secured or unsecured to Companies, firms, limited liability partnerships or other parties covered in register maintained under section 189 of the Companies Act, 2013. Hence clause 3(iii)(a) to (f) of the order is not applicable to the company.

  • iv. In our opinion and according to the information and explanations given to us, the company has not advanced any loan or made any investments or given any guarantee and security as applicable vide provisions of Section 185 and 186 of the Companies Act, 2013. Hence clause 3(iv) of the Order is not applicable.
  • During the year, the Company has not accepted any deposits within the v. meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable to the Company.
  • vi. According to the information and explanations given to us, the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacturing activities, are not applicable to the company.

vii. With respect to statutory dues:

a. Undisputed statutory dues including Goods and Services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess have been regularly deposited by the company with the appropriate authorities. According to the information and explanations provided to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-Tax, Service Tax, Sales-Tax, Goods and Services Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1, July 2017, these statutory dues has been subsumed into Goods and Services Tax ("GST").

b. According to the records of the Company, there are no dues of Income-Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax and Cess which have not been deposited on March 31, 2025 on account of any dispute. Accordingly, the provisions of Clause (vii)(b) of paragraph 3 of the order are not applicable to the Company.

viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

ix.(a) In our opinion and according to the information and explanations provided by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government or dues to debenture holders.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared as a wilful defaulter by any bank or financial institution or government or government authority.

(c) No term loans were borrowed by the company during the year.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, as defined in the Act. The Company does not hold any investment in any associate or joint venture (as defined in the Act) during the year ended 31st March, 2025.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act) as the Company does not have any subsidiary.

x. (a) The company has not raised monies by way of initial public offer or further public officer (including debit instruments) and term loans during the year. Accordingly, the provisions of clause $3(x)(a)$ of the Order is not applicable to the company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause $3(x)(b)$ of the Order is not applicable.

  • xi. No whistle blower complaints have been received by the Company during the year.
  • xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.
  • xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
  • xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(b)We have obtained all of the internal audit reports of the company which was considered by us in framing this audit report.

  • XV. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors. Hence, provisions of Section 192 of the Act are not applicable to the Company.
  • xvi.(a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clauses 3(xvi)(a) and $3(xvi)(b)$ of the Order are not applicable.

(b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration

(CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause $3(xvi)(c)$ of the Order is not applicable.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CICs.

  • xvii. The Company has incurred cash loss in immediately preceding financial year amounting to INR.147.52 Lakhs and has incurred cash losses amounting to INR.61.31 Lakhs during the current year.
  • xviii. M/s. RAO ASSOCIATES, Chartered Accountants (FRN:003080S) were appointed as statutory auditors in the 37th AGM for a term of 5 years up to the conclusion of 42nd AGM. However they have expressed their inability to continue as statutory auditors of the Company and resigned on 29.05.2024.
  • xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor's knowledge of the Board of Directors and management plans, we are of the opinion that material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
  • XX. (a) The company has no obligation to transfer funds related to projects other than ongoing projects to a Fund specified in Schedule VII of the Companies Act within six months of the financial year's end. This is in compliance with the second proviso to sub-section (5) of section 135, as there are no such funds, rendering this reporting clause in applicable.

(b) In our opinion and according to the information and explanations given to us during the course of the audit, there are no amounts unspent under sub section (5) of section 135 of the Companies Act, pursuant to any ongoing project, that has to be transferred to special

account in compliance with provision of sub section (6) of section 135 of the said Act.

xxi. The company has not made investments in subsidiary company. Therefore, the company does not require to prepare consolidated financial statements. Therefore, the provisions of Clause (xxi) of paragraph 3 of the order are not applicable to the Company.

For V. RAO & GOPI Chartered Accountants FRN: 003153S

D ╱

CA. P. Hanumantha Rao Partner Mem. No: 026990 Date:26.05.2025 UDIN:25026990BMISLD8024 Place: Hyderabad

ANNEXURE "B" REFERRED TO IN PARAGRAPH (2) UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF AUDITORS REPORT ON THE ACCOUNTS OF MIVEN MACHINE TOOLS LIMITED FOR THE YEAR ENDED 31st MARCH 2025.

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/s. MIVEN MACHINETOOLS LIMITED, as of March 31, 2025 in conjunction with our audit of the Standalone Ind AS financial statements of the company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting. assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail. accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Inherent Limitations of Internal Financial Controls With reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31st, 2025, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For V. RAO &GOPI Chartered Accountants FRN: 003153S

P Hanumantha Rao Partner Mem. No: 026990 Date:26.05.2025 UDIN: 25026990BMISLD8024 Place: Hyderabad

THE CITE PIACHTING TOOLS LIMITED
CIN: L29220TS1985PLC197616
STANDALONE INDAS BALANCE SHEET AS AT 31ST MARCH, 2025

(Amounts are in INR Lakhs unless stated Otherwise)

Particulars Note No. of Current
Reporting Period
31st March, 2025
Figures at the end Figures at the end
of Previous
Reporting Period
31st March, 2024
I. ASSETS
(1) NON CURRENT ASSETS
(a) Property, Plant and Equipment 2
(b) Financial Assets
(i) Investments 3 0.50 0.50
(ii) Other financial assets 4 0.56
(c) Deferred tax assets (Net) 5
Total non-current assets 0.50 1.06
(2) CURRENT ASSETS
(a) Inventories 6 ٠ ÷,
(b) Financial Assets
(i) Trade receivables 7 6.83 6.85
(ii) Cash and cash equivalents 8 1.53 3.38
(iii) Other financial assets 9
(c) Other current assets 10 4.98
Total current assets 13.34 10.23
TOTAL ASSETS 13.84 11.29
II. EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital 11 300.35 300.35
(b) Other Equity 11 (852.10) (790.79)
Total Equity (551.75) (490.44)
LIABILITIES
(1) NON CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 12 298.60 224.95
(b) Provisions 13
(c) Deferred tax liabilities (Net) 5
Total non-current liabilities 298.60 224.95
(2) CURRENT LIABILITIES
(a) Financial liabilities
(i) Trade Payables
(A) Total oustanding dues of Micro & Small Enterprises 14 0.06
(B) Total outstanding dues Other than Micro & Small
Enterprises 14 129.22 129.86
(ii) Borrowings 12 1.97
(iii) Other financial liabilities 15 124.44 124.44
(b) Other current liabilities 16
(c) Provisions 5.67 20.51
Total current liabilities 13 7.59
266.99 276.78
TOTAL EQUITY AND LIABILITIES 13.84 11.29
Significant Accounting Policies and key Accounting Estimates
See accompanying notes forming part of the financial statements.
$\mathbf{1}$
25
As per our report of even date
For V.RAO & GOPI
For and on behalf of the Board of Directors of
Miven Machine Tools Limited
Chartered Accountants
Firm Reg No: 0031538
Katta Sundeep Reddy Sahil Arora
Managing Director Director
P. Hanumantha Rao
- RN• ANR
(DIN: 06458901) (DIN: 07143414)
Partner $\sqrt{2}$
Memb. No: 026990
@red Acc o
UDIN: 25026990BMISLD8024
Kiran Kumar Bolaram Khushboo Jain
Chief Financial Officer Company Secretary
(M. No. 65899)
Place: Hyderabad Place: Hyderabad
Date: 26th May, 2025 Date: 26th May, 2025

.im ew M

CIN: L29220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2025

(Amounts are in INR Lakhs unless stated Otherwise)
Particulars Note No. Figures at the end
of Current
Reporting Period
31st March, 2025
Figures at the end
of Previous
Reporting Period
31st March, 2024
I.
Revenue from Operations
17 143.67
II
Other Income
18 11.55 13.93
ш
Total revenue (I + II)
11.55 157.60
IV
Expenses
Cost of materials consumed 19 138.55
Changes in inventories of finished goods, work in progress and stock in
trade
20 59.20
Employee benefits expense 21 22.53 11.42
Finance Costs 22 5.88
Depreciation and amortization expense 23 1.35
Other expenses
Total Expenses
24 50.33 90.07
72.86 306.47
Profit/(loss) before exceptional items and tax (III-IV) $-61.31$ $-148.87$
VI
Exceptional Items - Income / (Expense)
121.00
VII
Profit/(loss) before tax (V-VI)
$-61.31$ $-27.87$
VIII Tax expense:
(1) Current tax
(2) Deferred tax
IX
Profit (Loss) for the period from continuing operations (VII-VIII)
$-61.31$ $-27.87$
x
Profit (Loss) for the period from discontinued operations
XI
Tax Expense of Discontinued Operations
XII
Profit/(loss) from Discontinued operations (after tax) (X-XI)
XIII Profit/(loss) for the period $-61.31$ $-27.87$
XIV Other Comprehensive Income
a. (i) Items that will not be reclassified to profit or loss
Remeasurement of Employee Benefits
a. (ii) Income tax relating to items that will not be reclassified to profit or
loss
b. (i) Items that will be reclassified to profit or loss
b. (ii) Income tax relating to items that will be reclassified to profit or loss
Total Comprehensive Income for the period (XIII+XIV)
XV
(Comprising Profit (Loss) and Other Comprehensive Income for
the period)
$-61.31$ $-27.87$
XVI Earnings Per Share
(Refer Note 25 N (v))
Basic (INR) -2.04 $-0.93$
Diluted (INR)
Significant Accounting Policies and Key Accounting Estimates
1 $-2.04$ $-0.93$
See accompanying notes forming part of the financial statements 25
As per our report of even date
For V.RAO & GOPI
0800
For and on behalf of the Board of Directors of
Miven Machine Tools Limited
Chartered Accountants
Firm Reg No: 003153S K. Jundeen
Katta Sundeep Reddy
Sahil Arora
F.RN: 003153 Managing Director Director
P. Hanumantha Rao (DIN: 06458901) (DIN: 07143414)
Ored Acco
Partner
Memb. No: 026990
SKI TRUM
Kiran Kumar Bolaram
Khushlepe
Khushboo Jain
UDIN: 25026990BMISLD8024 Chief Financial Officer Company Secretary
(M. No. 65899)
Place: Hyderabad
Date: 26th May, 2025
Place: Hyderabad
Date:26th May, 2025

THE PIPER PIPER LIST COLLS ENTITLE
CIN: L29220TS1985PLC197616
STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2025

(Amounts are in INR Lakhs unless stated Otherwise)

'W U

Particulars As at 31st March, 2025 As at 31st March, 2024
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit (Loss) before tax as per Profit and Loss Account (61.31) (27.87)
Adjustments for:
Depreciation and Amortisation Expenses 1.35
Finance Costs 5.88
Interest received 1.15
Dividend Received
Provisions
Profit on Sale of Assets (8.40)
0.44
CASH FLOW BEFORE WORKING CAPITAL CHANGES (61.31) (27.45)
Adjustments for Working Capital Changes
Change in Inventories 130.78
Change in Trade Receivables 0.02 (3.07)
Change in Other Financial Assets - Non Current Assets 17.06
Change in Other Financial Assets - Short Term 0.56 0.17
Change in Other Current Assets (4.98) 28.40
Change in Other Financial Liabilities - Non Current Liabilities
Change in Trade Payables (0.57) (13.29)
Change in Other current Liabilities (7.25) (155.84)
Change in Other Financial Liabilities- Current Liabilities 4.08
Change in Other Provisions
Cash Flow (Used) in Operating Activities (73.53) (19.16)
B. CASH FLOW FROM INVESTING ACTIVITIES
Sale Proceeds of Assets 2.07
Interest received
Dividend Received (1.15)
Proceed from Maturity of Deposit with Banks held as Margin Money with maturity of more 20.37
than 90 days
Cash Flow from Investing Activities ٠ 21.29
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/ (Payment) from/to Long Term Borrowings 71.68 2.97
Interest Paid ä, (5.88)
Changes in Fair Values of Long Term Borrowings
Cash Flow (Used) in Financing Activities 71.68 (2.91)
Net Increase / (Decrease) in Cash and Cash Equivalents (1.85) (0.78)
Cash and Cash Equivalents at the beginning of the year 3.38 4.16
Cash and Cash Equivalents at the end of the Year 1.53 3.38
Add:
Fixed deposits with original maturity of more than 90 days
Cash and cash equivalents at end of period as per Financial Statements 1.53 3.38
Cash and Cash Equivalents Comprise:
0.020
Cash on Hand
Balance with Banks 0.04
On Current Accounts
On Fixed Deposits 1.49 3.36
Cash and Cash Equivalents as per Financial Statements
Significant Accounting Policies and key Accounting Estimates
1.53
1
3.38
25
For and on behalf of the Board of Directors of
See accompanying notes forming part of the financial statements.
The Cash Flow Statement has been prepared on Indirect Method as provided in Ind AS 7
As per our report of even date
For V.RAO & GOPI
Miven Machine Tools Limited
&
ndeep Rad
Katta Sundeep Reddy TH Arora
Chartered Accountants
Firm Reg No: 003153S
Managing Director Director
F.RN: 003153 (DIN: 06458901) (DIN: 07143414)
e red Acc c Kiran Kumar Bolaram Khushboo Jain
P. Hanumantha Rao
Partner
Memb. No: 026990
UDIN: 25026990BMISLD8024
Chief Financial Officer-
Company Secretary
Place: Hyderabad Place: Hyderabad (M. No. 65899)

MIVEN MACHINE I UULS LIVILI LEV
CIN: L29220TS1985PLC197616
3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2025
(Amounts in INR

A. Equity share capital

$\ddot{\phantom{a}}$

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

As at 31st MARCH
As at 31st March
Particulars
2025
2024
Balance at the beginning of the reporting year 300.35 300.35
Changes in equity share capital due to prior period errors
Changes in equity share capital during the year
Balance at the end of the reporting year 300.35 300.35
B. Other Equity
(i) Other equity as on 31.03.2024
Particulars Reserves and Surplus
Capital Reserve Retained Earnings Other items of OCI Total Other Equity
Balance as on 01.04.2023 191.94 (969.35) 14.49 (762.92)
Fair Value Measurement of Financial Liabilities
Profit / (Loss) for the year (27.87) (27.87)
Other Comprehensive Income
Sub-total 191.94 (997.22) 14.49 (790.79)
Less: Transfers 14.49 (14.49)
Balance as on 31.03.2024 191.94 (982.73) (790.79)
(ii) Other equity as on 31.12.2025
Particulars Reserves and Surplus
Capital Reserve Retained Earnings Other items of OCI Total Other Equity
Balance as on 01.04.2024 191.94 (982.73) (790.79)
Fair Value measurement of Financial Liabilities
Profit / (Loss) for the year (61.31) (61.31)
Other Comprehensive Income
Sub-total 191.94 (1,044.04) (61.31)
Less: Transfers
Balance as on 31.03.2025
191.94 (1,044.04) (852.10)
Significant Accounting Policies and key Accounting Estimates
See accompanying notes forming part of the financial statements.
$\mathbf{1}$
25
As per our report of even date For and on behalf of the Board of Directors of
For V.RAO & GOPI Miven Machine Tools Limited
Chartered Accountants
Firm Reg No: 003153S K. lundeca ded
Katta Sundeep Reddy Arora
F.RN: 0031539 Managing Director Director
P. Hanumantha Rao (DIN: 06458901) (DIN: 07143414)
Partner
ed Acco
Memb. No: 026990
UDIN: 25026990BMISLD8024 Kiran Kumar Bolaram
Chief Financial Officer
Khushboo Jain
Company Secretary
(M. No. 65899)
Place: Hyderabad
Date: 26th May, 2025
Place: Hyderabad
Date: 26th May, 2025

.im $\eta_{\mathcal{S}}$ ew

CIN: L29220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084 (Amounts in INR Lakhs, unless stated otherwise)

NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES AND KEY ACCOUNTING ESTIMATES

1 COMPANY OVERVIEW

Miven Machine Tools Limited ("the company") was incorporated in 1985 established for the purpose of manufacture and sale of CNC Machines and other related parts. The company is operating in domestic sector only at the present. The registered office of the company is situated in Hyderabad, Telangana.

2 SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of preparation of Standalone Ind AS Financial Statements:

Statement of Compliance

These standalone financial statements of the Company have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified under section 133 of the Companies Act, 2013 ('the Act') read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act and accounting principles generally accepted in India.

Functional and Presentation Currency

These standalone financial statements are presented in Indian rupees, which is the functional currency of the Company.

Basis of measurement

These standalone financial statements are prepared under the historical cost convention unless otherwise indicated and under the accrual system of accounting.

Current / Non-Current Classification

Any asset or liability is classified as current if it satisfies any of the following conditions:

  • i. the asset/liability is expected to be realized/settled in the Company's normal operating cycle;
  • ii. the asset is intended for sale or consumption;
  • iii. the asset/liability is held primarily for the purpose of trading;
  • iv. the asset/liability is expected to be realized/settled within twelve months after the reporting period;
  • v. the asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a
  • vi. in the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date,

All other assets and liabilities are classified as non-current.

For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.

Use of Estimates and Judgements

The preparation of the Standalone Financial Statements in conformity with Ind AS requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the Standalone Financial Statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known/ materialize. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the accounting policies appropriately viz

Basis of Accounting

The company follows the accrual system of accounting in respect of all items of income and expenditure except Warranty claims from customers which are accounted in the year of claim / settlement. Nonprovision for the same on accrual basis is not expected to have a material effect on the account.

b) Property, Plant And Equipment:

Tangible assets are stated at cost of acquisition inclusive of freight, duties, taxes and incidental expenses relating to acquisition, installation, and erection and commissioning less depreciation. Subsequent expenditure related to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of item can be measured reliably. Other repairs and maintenance costs are recognized in the Statement of Profit & Loss while

Internally manufactured assets are valued at cost or estimated market price, whichever is lower.

The Company had elected to consider the carrying value of all its property, plant and equipment appearing in the financial statements prepared in accordance with Accounting Standards notified under the section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 and used the same as deemed cost in the opening Ind AS Balance sheet prepared on 1st April, 2016.

Capital Work in Progress and Capital Advances

Cost of assets not ready for intended use, as on the balance sheet date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each balance sheet date are disclosed as Other Non-Current Assets.

Depreciation and amortization

Depreciation on tangible assets is provided on the straight-line method over the useful lives of assets as specified under Schedule II of the Companies Act, 2013. Depreciation for assets purchased/sold during a period is proportionately charged. The useful lives of assets are as follows:

Nature of Asset Useful Life
Factory Building 30 Years
Plant and Equipment 15 Years
Furniture and Fittings 10 Years
Office Equipments 5 Years
Factory Equipments 15 Years
Electrical Installations 10 Years
Jigs and Fixtures 10 Years
Computers and Printers 3 Years

c) Inventories:

Raw materials, stores, spare parts and components are valued on the basis of Weighted Average Method after providing for obsolescence. Work-in-process is valued at cost (less provision for diminition in realisable value). Finished goods are valued at cost or net realizable value whichever is lower. Cost for the purpose of Work in Process and finished goods include material cost valued as per weighted average method and applicable conversion cost. Materials in transit are valued at cost inclusive of Customs duty and other incidental expenses payable.

d) Research And Development Expenditure:

Revenue expenditure in carrying out Research and Development activities is charged to statement of profit & loss of the year in which it is incurred.

$e)$ Revenue Recognition:

(i) Revenue from contract with customers is recognised on transfer of control of promised goods or services to a customer at an amount that reflects the consideration to which the company is expected to be entitled to in exchange for those goods or services.

Revenue from sale of products is recognised when the control on goods have been transferred to the customer. The performance obligation in case of sale of goods is satisfied at a point in time, i.e when the installaion and commissioning is completed.

Revenue from services is recognised upon completion of performance obligation.

(ii) Revenue from the sale of goods includes excise duty (where applicable) and is measured at the fair value of the consideration received or receivable (after including fair value allocations related to multiple deliverable and/or linked arrangements), net of returns, sales tax/Goods and Services Tax (GST) and applicable trade discounts and allowances. Revenue includes shipping and handling costs billed to the customer. The timing of the transfer of control varies depending on the individual terms of the sales agreements.

(iii) Interest income is recognized on time proportion basis.

(iv) Dividend income is recognized, when the right to receive the dividend is established.

Borrowing Cost: f)

Interest and other costs in connection with borrowing of funds to the extent related / attributed to the acquisition / construction of qualifying assets are capitalized up to the date when such assets are ready for their intended use and other borrowing costs are charged to the Statement of Profit and Loss as and when incurred.

g) Foreign Currency Translation:

Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of transactions. The exchange differences arising on their settlement are dealt with in the statement of profit and loss in the year of settlement. All monetary items denominated in foreign currency are restated at the year-end exchange rate and the differences arising from such restatement are recognised in the statement of profit and loss.

h) Employee Benefits:

(i) Short Term Employee Benefits:

Employee benefits payable wholly within twelve months of rendering the service are classified as short term. Benefits such as salaries, bonus, ex-gratia etc. are recognised in the period in which the employee renders the related service.

(ii) Post-Employment Benefits:

(A) Defined Contribution Plans:

The Company has contributed to Provident Fund, Superannuation Fund, Pension Fund and Employee Deposit Linked Insurance Fund which are defined contribution plans. The contributions paid/ payable under the scheme to the Regional Provident Fund Commissioner/ LIC of India is recognised during the year in which employee renders the related service.

(B) Defined Benefit Plans:

(a) Employee Gratuity

Employees' gratuity is a defined benefit plan which is funded by way of contributions to Group Gratuity Scheme of Life Insurance Corporation of India (except in respect of Managing Director). The present value of the obligation under such plan along with liability of Managing Director has been determined based on completed service at the end of the year as per actuarial valuation under projected unit credit method. Actuarial gain / losses are recognized in statement of profit and loss immediately.

(b) Compensated Absences (Leave Encashment)

Contribution towards Compensated Absences is a defined benefit plan. Accumulated Compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are treated as short term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end. Accumulated compensated absences, which are expected to be availed or encashed beyond twelve months from the end of the year are treated as other long term employee benefits. The company's liability is actuarially determined (using the Projected Unit Credit Method) at the end of each year. Actuarial losses/gains are recognized in the statement of Profit and Loss in the year in which they arise. Compensated absences is covered under Pension and Group schemes of the Life Insurance Cornoration of India

i) Taxes On Income:

Provision for current tax is made after considering (i) eligibility to set off brought forward losses under Income Tax laws and (ii) excess / short liability relating to earlier years. Deferred tax liability on account of timing differences are provided considering the tax rates and the tax laws enacted as at the Balance Sheet date. However, deferred tax assets are recognised to the extent there is reasonable probability that sufficient future profits will be available to utilise the same.

Uncertainity over Income Tax Treatment and Tax Liability thereon

The company has examined the issue of any uncertainity over tax treatment to be used in its income tax filings and based on prevailing position, is of the opinion that no reasonable uncertainity exists in the approach adopted by the company.

Contingent Liabilities And Provisions: j)

Financial effect of contingent liabilities is disclosed based on information available upto the dates on which financial statements are approved. However, where a reasonable estimate of financial effect cannot be made, suitable disclosures are made with regard to this fact and the existence and nature of the contingent liability.

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

$\mathbf{k}$ Impairment Of Assets:

At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized in the statement of profit & loss to the extent the carrying amount exceeds the recoverable amount.

I) Financial Assets:

(a) Recognition and Measurement

All Financial assets are recognised initially at fair value. Subsequent measurements are done at fair value or amortised cost depending on their classification.

(b) Derecognition

A financial asset or part of a financial asset is derecognised when the rights to receive cash flows from the asset have expired.

(c) Trade and other receivables

Receivables are initially recognised at fair value which approximates to nominal value in almost all cases. These receivables are reviewed for impairment at subsequent dates and suitable adjustments are accordingly made.

(d) Cash and cash equivalents

These comprise cash on hand and deposits with Bank which are convertible to cash and are subject to insiginficant risk of change in value.

(e) Impairment of financial assets

In accordance with Ind AS 109, the company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on financial assets with credit risk exposure.

m) Financial Liabilities:

(a) Recognition and Measurement

Financial Liabilities are classified, at initial recognition, at fair value through statement of Profit and Loss as Loans, Borrowings, Payables or derivaties as appropriate.

Financial Liabilities are measured based on their classification at fair value through Statement of Profit and Loss, amortised cost or fair value through Other Comprehensive Income.

(b) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

(c) Trade and Other payables

Liabilities are recognised for amounts to be paid in future for goods or services received, whether or not billed by the supplier.

Reclassification of financial assets and liabilities: $\mathbf{n}$

(i) After initial recognition no reclassification is made for financial assets which are equity instruments and financial liabilities. For other financial assets, a reclassification is made prospectively only if there is a change in the business model for managing those assets.

(ii) Offsetting Financial Assets and Liabilities

is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on

$o)$ Earnings Per Share:

The company presents basic and diluted Earnings Per Share data for its ordinary shares. Basic earnings per share is calculated by dividing the Profit or Loss attributable to ordinary shareholders of the Company by weighted average number of ordinary Shares outstanding during the year, adjusted for own shares held.

p) Cash Dividend and Non-cash Distribution to Shareholders:

The company recognises a liability to make Cash or Non Cash Distribution to Equity Share Holders when the distribution is authorised and the distribution is no longer at the discretion of the company.

q) Events after reporting period:

(i) Adjusting events are events that provide further evidence of conditions that existed at the end of the reporting period. The financial statements are adjusted for such events before authorisation for issue. (ii) Non Adjusting events are events that are indicative of condition that arose after the end of the reporting period. Non Adjusting events after the reporting date are not accounted, but disclosed.

Ind AS 116 - Leases $\mathbf{r}$

Ind AS 116 which replaces Ind AS 17 has become operational from 1st April 2019. The Company has adopted Ind AS 116 with effect from April 1, 2019 and applied the standard to all lease contracts existing on that date using the modified retrospective method, recognizing the cumulative effect of initially applying this standard as an adiustment to 'right-of-use asset' as on April 1, 2019.

(1) whether the contract involves the use of a distinct identified asset,

(2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and

(3) whether the Company has the right to direct the use of the asset.

Term Lease). The company has no other leases.

In respect of Short Term Leases, lease rent paid is expensed to Statement of Profit and Loss Account

s) Going Concern

The Net Liabilities of the Company exceed its assets by INR. 551.75 Lakhs. Considering the business plans made by the Company, orders or hand, reorganization of product mix and with continued support from the bankers and the Holding Company, the Company expects to recover from the losses. According to the Company, considering all the facts, including renewal of bank working capital limits, sale/disposal of the inventories on hand and the company's decision to take back on lease a part of the land and factory building thereon for continuing business activities, the assumption of Going concern is not vitated even though the net worth is eroded.

t) Recent Pronouncements of Government of India

There are no recent pronouncements made by Governent of India, having impact on the financial statements.

MIVEN MACHINE TOOLS LIMITED
3RD FLOOR, THREE CUBE TOWERS, WHITEFIDS, KONDAPUR, HYDERABAD, TELANGANA-500084
3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

(Amounts in INR Lakhs, unless stated otherwise)

NOTE 2: PROPERTY, PLANT AND EQUIPMENT:

Ξ
٦
GROSS BLOCK DEPRECIATION
As at 1st April,
2023
Additions Deductions March, 2024
As at 31st
Upto 1st April,
2023
For the year ended
31st March, 2023
Withdrawn during Upto 31st March, As at 31st March, As at 31st March,
the Period
2024 2024 2023
NET BLOCK
Freehold Land
Factory Building
Plant and Equipment 55.65 55.65 54.02 0.52 54.54 1.63
Furniture and Fittings 2.13 2.13 2.13 0.00 2.13 8.00
Office Equipments 0.59 0.59 0.59 8.00 0.59 1 ļ 8.00
Factory Equipments 1.19 1.19 í. 0.94 0.25 1.19 ï 0.25
Electrical Installations 0.10 0.10 eo:0 0.01 0.10 $\frac{5}{6}$
Jigs and Fixtures 2.82 2.82 2.40 0.42 2.82 0.42
Computer and Printers 0.60 0.60 0.60 8.00 0.60 0.00
TOTAL 63.07 63.07 ŧ 60.76 1.20 61.96 ŧ 2.30
Withdrawn during As at 31st March, As at 31st March, As at 31st March,
2025
ı
the Period
DEPRECIATION
For the year ended
ò
31st March, 2024
ï
As at 1st April,
$\bullet$
2024
March, 2025
As at 31st
1
Deductions
1
GROSS BLOCK
ı
Additions
ı
ï
ı
ï
,
ı
As at 1st April,
2024
PARTICULARS
Computer and Printers
Furniture and Fittings
Electrical Installations
Plant and Equipment
Factory Equipments
Office Equipments
Jigs and Fixtures
Factory Building
Freehold Land
TOTAL
AS AT 31ST MARCH, 2025
NET BLOCK
2025
ı

MIVEN MACHINE TOOLS LIMITED
CIN: L29220TS1985PLC197616
3RD FLOOR THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS
(Amounts in INR Lakhs, unless stated otherwise)
NOTE 3: INVESTMENTS
Details of Investments Name of the Company No of As at 31st March, 2025
Face Value
INR As at 31st March, 2024
Face Value
Shares (INR) No of Shares (INR) INR
i) Investments in Equity Instruments:
Others (Trade, Unquoted) Shares
fully paid up
SVC Co-operative Bank
Limited
Total carried to Balance Sheet 2000 25 0.50 2000 25 0.50
Additional Information: 0.50 0.50
Aggregate value of unguoted investments:
Cost
0.50 0.50
The Investment in Shares of SVC Co-operative Bank Limited is necessitated on account of financial facilities availed by the company from the Bank in the past period(s). No additional
benefit, other than cost of investment, accrue to the company upon transfer of the shares and hence the investment has been carried at cost.
NOTE 4: OTHER FINANCIAL ASSETS Particulars As at 31st March, 2025 As at 31st March, 2024
D) Income Tax Refund Due 0.56
lii) Utility Deposit
Total carried to Balance Sheet
٠
$\blacksquare$
0.56
NOTE 5: DEFERRED TAX ASSETS (NET)
Particulars As at 31st March, 2025 As at 31st March, 2024
li) On Account of unabsorbed depreciation under Income Tax Act, 1961 to the extent it is probable
in utilisation
Total deferred tax asset ٠ $\qquad \qquad \blacksquare$
Deferred tax liabilities
ii) On account of property, plant and equipment
Total Deferred tax liability
Net deferred tax assset [(i) (-) (ii)]
٠
The substantively enacted tax rate as on 31 March 2025 is 25.17% and as on 31 March 2024 was 25.17%
a) Amount recognised in profit or loss
Particulars
Current tax expense:
As at 31st March, 2025 As at 31st March, 2024
Current tax / Minimum alternate tax (See Note below)
Net deferred tax (income)/expense:
Origination and reversal of temporary differences
Deferred Tax Liability recognised during the year
Less: Deferred Tax Asset recognised during the year
Net Deferred Tax Asset recognised during the year
Total deferred tax (income)/expense $\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac$
Net tax expense ٠
b) Amount recognised in OCI
As at 31st March, 2025
Tax
As at 31st March, 2024
Tax
Particulars (expense)
benefit
Net of tax (expense)
benefit
Net of tax
Re-measurement (losses) / gains on post employment defined benefit
plans
$\overline{a}$ ä,
Total ٠ ٠ $\blacksquare$
c) Reconciliation of effective income tax rate
Particulars As at 31st March, 2025 As at 31st March, 2024
Profit/(Loss) before tax from continuing operation Amount Rate Amount Rate
Expected Tax using the company's domestic tax rate (Income tax) (See
Note (a) above) - Tax rate application to Long Term Capital Gains
Adjustments to reconcile Income Tax Expense as per Statement of Profit
and Loss
Permanent Differences
Timing Difference of Tax Deductions adjusted
Total income tax expense for the year
٠
d) Movement in deferred tax balances Recognised
Particulars As at 1st April, 2024 in Profit &
Loss
Recognised
in OCI
As at 31st March, 2025
Property, plant and equipment Tax Liability Tax Asset Statement Tax Liability Tax Asset
က
۵
$T_{\rm O}$
9n
٥
¥ъ.
$8^{\circ}$
G
RN: 0031

$\sqrt{\frac{1}{2}}$ FRN: 0031535 SOUTHERN ASSESS

Tax assets / (liabilities) before set-
loff $\overline{\phantom{a}}$ ۰
Off-setting of Deferred tax assets /
(liabilities)
۰ ٠ ۰
INet
deferred
assets
tax
(liabilities)
۰. $\cdot$
Particulars As at 1 April 2023 Recognised
in Profit &
Loss
Recognised
in OCI*
As at 31st March, 2024
Tax Liability Tax Asset Statement Tax Liability Tax Asset
Property, plant and equipment $\overline{\phantom{a}}$
Tax assets/(liabilities) before set-
off
- $\overline{\phantom{a}}$
Off-setting of Deferred tax assets /
(liabilities)
۰ $\blacksquare$
Net deferred tax assets/(liabilities) - $\overline{\phantom{a}}$ ۰

$\lambda$

Note:
1 The company has adequate brought forward losses eligible for set off against current year's income under Income Tax Act, 1961 and therefore there is no liability
towards Income Tax for the year.

2 The company has decided to opt for Sec 115BAA of the Income Tax Act, 1961 from the year ending 31st March 2020 onwards. Therefore liability to tax u/s 115JB
(Minimum Alternate Tax) does not arise.

3 Due to absence of certainity in utilisation, deferred tax asset has not been recognised in respect of the following items because it is not probable to expect that future
taxable profits will be available in the time lim

CIN: L29220TS1985PLC197616 3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084 NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

NOTE 6: INVENTORIES
Particulars 31-Mar-25 31-Mar-24
Raw materials & Components
Work-in-Progress
Stores spares and parts ٠
Total
NOTE 7: TRADE RECEIVABLES
Particulars 31-Mar-25 31-Mar-24
Undisputed Trade receivable - considered good 6.83 6.85
Undisputed Trade receivable - considered doubtful
Trade Receivables which have significant increase in Credit Risk
Trade Receivables which have credit impaired
Total 6.83 6.85
NOTE 8: CASH AND CASH EQUIVALENTS
Particulars 31-Mar-25 31-Mar-24
Balances with Banks
Total 1.53 3.38
Cash on hand 0.04 0.022
within 12 months
In Current Account
In margin money (security for borrowings, guarantees and other commitments) - Maturing
1.49 3.36
ibaiances with Banks
NOTE 9: OTHER FINANCIAL ASSETS
Particulars 31-Mar-25 31-Mar-24
Accrued Interest on Bank Deposits
Total
NOTE 10: OTHER CURRENT ASSETS
Particulars
31-Mar-25 31-Mar-24
GST Receivable 4.98
Super Annution Fund ÷.
Others ÷
Total 4.98

MIVEN MACHINE TOOLS LIMITED CIN: L29220TS1985PLC197616 3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

Trade Receivable Ageing Schedule as at 31st March, 2024

Particulars Outstanding for following periods from due date of payment
Less than 6 6 months - $1 - 2$ years $2 - 3$ years More than 3 Total
months 1 year vears
(i) Undisputed Trade receivables-considered
lgood
4.80 2.05 6.85
(ii) Undisputed Trade Receivables- which have
significant increase in credit risk
(iii) Undisputed Trade Receivables- credit
Impaired
(iv) Disputed Trade Receivables-considered good
(v) Disputed Trade Receivables- which have
significant increase in credit risk
(vi) Disputed Trade Receivables- credit impaired

*There are no trade receivables which are under dispute

Trade Receivable Ageing Schedule as at 31st March, 2025

Particulars Outstanding for following periods from due date of payment
Less than 6 6 months - $1 - 2$ years $2 - 3$ years More than 3 Total
months 1 year vears
(i) Undisputed Trade receivables-considered
lgood
4.78 2.05 6.83
(ii) Undisputed Trade Receivables- which have
significant increase in credit risk
(iii) Undisputed Trade Receivables- credit
Impaired
(iv) Disputed Trade Receivables-considered good
(v) Disputed Trade Receivables- which have
significant increase in credit risk
(vi) Disputed Trade Receivables- credit impaired

*There are no trade receivables which are under dispute

Trade Payable Ageing Schedule as at 31st March, 2024

Particulars Outstanding for following periods from due date of payment
Less than $a \mid 1 - 2$ years 2 -3 years $ $ More than 3 $ $ Total
vear years
$(i)$ MSME $\sim$
$(iii)$ Others 2.63 $\overline{\phantom{a}}$ 127.23 129.86
(iii) Disputed dues- MSME
(iv) Disputed dues-Others

Trade Payable Ageing Schedule as at 31st March, 2025

Particulars Outstanding for following periods from due date of payment
Less than a 1 - 2 years 2 -3 years More than 3 Total
vear years
(i) MSME 0.06 $\tilde{\phantom{a}}$ $\,$ 0.06
(ii) Others 1.90 ۰ 127.33 129.22
(iii) Disputed dues- MSME - $\blacksquare$
(iv) Disputed dues-Others $\blacksquare$

Ä

MIVEN MACHINE TOOLS LIMITED
CIN: L29220TS1985PLC197616.
3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084 NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS
(Amounts are in INR Lakhs unless stated Otherwise)
NOTE 11: (A) EQUITY SHARE CAPITAL
Particulars Number As at 31st March, 2025 As at 31st March, 2024
Authorised: Amount Number Amount
Equity Shares of INR 10 each 50,00,000 500.00 50,00,000 500.00
Issued, Subscribed and Paid Up Capital
Equity Shares of INR 10 each 30,03,500 300.35 30,03,500 300.35
There are no forfieted Shares
Total 30,03,500 300.35 30,03,500 300.35
(I) Rights and restrictions attached to equity shares
The company has only one class of share, i.e., equity shares having the face value of INR 10 per share. Each holder of equity share is entitled to one vote per share. Dividend is paid in Indian Rupees. The
dividend, if any, recommended by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting. In the event of liquidation of the Company, equity shareholders
will be entitied to receive remaining assets of the Company after distribution of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.
(ii) Disclosure requirements for 5 years
Particulars 31-03-2025 31-03-2024 Number of Shares
31-03-2023
Shares allotted as fully paid up pursuant to contracts without Nil Nil Nil 31-03-2022
Nil
31-03-2021
Nil
payment being received in cash
Shares allotted as fully paid up by way of bonus shares Νil Nil Nil Nil Nil
Shares bought back Nil Nil Nil Nil Nil
(iii) Reconciliation of shares outstanding at the beginning and at the end of the period :
Particulars As at 31st March, 2025 As at 31st March, 2024
Outstanding as at Opening Date No. of Shares
30,03,500
Amount (INR)
300.35
No. of Shares Amount (INR)
Add: Issued during the period 30,03,500 300.35
Less: Buy-back during the period (if any)
Outstanding as at Closing Date 30,03,500 300.35 30,03,500 300.35
Dislosure of shareholding of promoters As at 31st March, 2025 As at 31st March, 2024
Name of the shareholder No. of Shares % held No. of Shares % held
Sahil Arora 11,26,300 37,49% 11,26,300 37.49%
Sundeep Reddy Katta 11,26,300 37.49% 11,26,300 37.49%
Share holders holding more than 5% of Shares As at 31st March, 2025 As at 31st March, 2024
Name of the shareholder No. of Shares % held No. of Shares % held
Sahil Arora
Sundeep Reddy Katta
11,26,300
11,26,300
37.49%
37.49%
11,26,300
11,26,300
37.49%
37.49%
No shares of the Company is reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.
Other equity as on 31.03.2024
Particulars Capital Reserve Reserves and Surplus
General Reserve
Retained Earnings Other items of OCI Total Equity
Balance as on 01.04.2023 191.94 (969.35) 14.49 (762.92)
Fair Value measurement of Financial Liabilities $\sim$ $\blacksquare$
Profit / (Loss) for the year (27.87) (27.87)
Other Comprehensive Income ٠ 14.49 (14.49)
Sub-total (13.38) (14.49) (27.87)
Less: Transfer to
- Proposed dividend
$\blacksquare$ $\overline{\phantom{a}}$ ÷. $\tilde{\phantom{a}}$
Balance as on 31.03.2024 $\qquad \qquad \blacksquare$ $\sim$
191.94 (982.73) $\blacksquare$ (790.79)
Other equity as on 31.03.2025
Particulars Reserves and Surplus Total Equity
Balance as on 01.04.2024 Capital Reserve
191.94
General Reserve Retained Earnings
(982.73)
Other items of OCI (790.79)
Fair Value measurement of Financial Liabilities $\frac{1}{2}$ ä,
Profit / (Loss) for the year (61.31) (61.31)
Transfer ٠ $\overline{a}$
Sub-total $\blacksquare$ ÷, (61.31) ٠ (61.31)
Less: Transfer to ٠
- Proposed dividend
Balance as on 31.12.2025
$\frac{1}{2}$
191.94
$\overline{a}$
٠
(1,044.04) $\blacksquare$
$\blacksquare$
u.
(852.10)

$\vert \hat{\mathbf{r}} \rangle$

$\mathbf{v}$

CIN: L29220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084 NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

NOTE 12: BORROWINGS

Particulars As at 31st
March, 2025
As at 31st
March, 2024
NON CURRENT BORROWINGS
Unsecured Loans:
Loans and advances from other than related parties
a.
224.95
b.
Loans and advances from related parties
73.65 224.95
Total long term borrowings 298.60 224.95
$\overline{\mathbf{z}}$ CURRENT BORROWINGS
Unsecured Loans:
Loans and advances from related parties
a.
1.97
Total Short term borrowings
1.97

NOTE 13: PROVISIONS

Particulars As at 31st
March, 2025
As at 31st
March, 2024
Provision for employee benefits - Long Term
b) Gratuity - Directors
Total carried to Balance Sheet
Particulars As at 31st As at 31st
Provision for employee benefits - Short Term March, 2025 March, 2024
$ {\sf a})$ Gratuity - Employees
b) Gratuity - Directors 7.59
Provision for Rent Increment

CIN: L29220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

NOTE 14: TRADE PAYABLES

Particulars As at 31st March,
2025
As at 31st March,
2024
To Micro and Small Enterprises 0.06
ii) Others 129.22 129.86
Total carried to Balance Sheet 129.28 129.86
.

Additional Information:

The details of amounts outstanding to Micro, Small and Medium Enterprises under Micro Small and Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

Particulars As at 31st March,
2025
As at 31st March,
2024
1 Principal Amount due and remaining unpaid 0.06
2 Interest due on (1) above and the unpaid interest
3 Interest paid on all delayed payments under MSMED Act
4 Payment made beyond the appointed day during the year
$E$ Interest due and payable for the period of delay other than (3)
above
6 Interest accrued and remaining unpaid
7 The amount of further interest remaining due and payable even
in the succeeding years

NOTE 15: OTHER FINANCIAL LIABILITIES

Particulars As at 31st March,
2025
As at 31st March,
2024
la) Interest accrued and due on borrowings 124.44 124.44
lb) Security Deposits from Director
(The above deposit is received in relation to appointment of
women director in compliance with the provision of Companies
Act, 2013)
$\blacksquare$
Total carried to Balance Sheet 124.44 124.44

NOTE 16: OTHER CURRENT LIABILITIES

Particulars As at 31st March,
2025
As at 31st March,
2024
la, Advance from customers 0.26
b) Statutory remittances 0.98 7.69
c) Other liabilities 4.69 12.56
Total carried to Balance Sheet 5.67 20.51

CIN: L29220TS1985PLC197616

RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

Particulars As at 31st
March, 2025
As at 31st
March, 2024
17 REVENUE FROM OPERATIONS Amount Amount
i) Sale of products:
CNC Turning Machines ٠ 98.75
Spare Parts ۰ 24.35
Sub Total 123.09
ii) Income from Services $\blacksquare$ 8.07
iii) Scrap Sales ٠ 12.50
Total Carried to Statement of Profit & Loss $\blacksquare$ 143.67
18 OTHER INCOME As at 31st
March, 2025
As at 31st
March, 2024
Interest income 1.15
ii) Dividend Income $\qquad \qquad \blacksquare$ 0.06
iii) Profit on Sale of Plant, Property and Equipment $\blacksquare$ 0.44
iv) Other non operating income (net of expenses directly attributable to
such income)
4.78 5.17
V) Un Claimed Credit Balance Written Back 6.77 7.10
Total Carried to Statement of Profit & Loss 11.55 13.93

Explanations on Other Income:

Out of INR 4.78 Lkahs of other non operating income an amount of INR 4.74 Lkahs relates to amount received from
the previous management of the company for meeting Outstanding Statutory dues relating to TDS Payments.

Unclaimed credit balances written back represents Balances outstanding amounting in aggregate to INR 6.77 Lakhs which has been written back as no longer payable and disclosed under "Other Income" of the financial statements. The b) company has written back the amounts after receiving confirmations from these parties and in some cases the communication has been sent but there is no response therefrom so these balances were witten back as liabilities no longer payable.

19 COST OF MATERIALS CONSUMED As at 31st
March, 2025
As at 31st
March, 2024
i) Consumption of raw materials 138.55
ii) Consumption of stores and spare parts
iii) Manufacturing Expenses ٠
Total Carried to Statement of Profit & Loss 138.55
20 IN TRADE CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK As at 31st
March, 2025
As at 31st
March, 2024
Stocks at the end of the year
i) Work in progress
CNC Turning Machines
Indiginous Components
Total
Less:
Stocks at the beginning of the year
i) Work in progress F.RN: 0031535
e red Acco
CNC Turning Machines ۰ 55.70
Indiginous Components ۰ 3.50
Total 59.20
Total Carried to Statement of Profit & Loss 59.20
21 EMPLOYEE BENEFIT EXPENSES As at 31st As at 31st
March, 2025 March, 2024
i) Salaries and wages 21.75 11.42
ii) Contribution to provident fund and other funds $\bullet$ $\overline{\phantom{a}}$
iii) Provision for Gratuity ۰ -

iv) Staff welfare expenses 0.78
Total Carried to Statement of Profit & Loss 22.53 11.42
22 FINANCE COSTS As at 31st As at 31st
i) Interest expense March, 2025 March, 2024
5.88
ii) Other borrowing costs
Total Carried to Statement of Profit & Loss 5.88
23 DEPRECIATION AND AMORTIZATION As at 31st As at 31st
i) Depreciation March, 2025 March, 2024
0.30
Total Carried to Statement of Profit & Loss $\qquad \qquad \blacksquare$ 0.30
24 OTHER EXPENSES As at 31st As at 31st
i) Power and fuel March, 2025 March, 2024
$\mathsf{ii}$ Repairs others 1.61 5.34
iii) Rates and taxes 0.31 23.19
iv) Payment to auditors 6.57 17.70
- as auditor 4.35 1.00
- for other services 0.69
- for reimbursement of expenses 0.01
V) Selling expenses (Freight Outward) 0.12
vi) Legal and professional charges 2.18 18.09
vii) Directors sitting fees 2.05 0.30
viii) Office Expenses 3.53 7.69
ix) Travelling Expenses
- Directors 1.41
- Employees 0.56 2.68
- Others $\overline{\phantom{a}}$
X) Misc Expenses 0.02
xi) Printing and Stationery 0.14 0.16
xii) Communication Charges 0.65 0.53
xiii) Membership & Subscription 0.51
xiv) Advertisement and Print Media Advertisement 1.58 1.11
xv) Lease Rent-Factory Rent 0.61 2.40
xvi) Lease Rent-Office Rent 21.65
xvii) Bad Debts Written off 4.74
xviii) Assets Written off 0.03 0.05
xviii)
xix)
CSR Expenses
Penalty BSE
$\blacksquare$ 3.05
xx) Software Charges 1.07
xxi) Security Service Charges 0.23
0.50
xxii) Petty Cash Expenses 0.13
xxiii) Bank Charges 0.06
xxiv) Pooja Expenses 0.07
xxv) House Keeping Expenses 1.05
xxvi) Freight and Transportation Charges 0.71
Total Carried to Statement of Profit & Loss 50.33 90.07

$\langle \hat{\mathbf{x}} \rangle$

ne $T_{\mathcal{O}}$

MIVEN MACHINE TOOLS LIMITED CIN: 129220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

NOTE 25: OTHER NOTES

  • The Net Liabilities of the Company exceed its assets by INR 551.75 Lakhs. Considering the change in management of the company, business plans and support $(A)$ from the new promoters, the Company expects to recover from the losses. According to the Company, considering all these facts, the assumption of Going concern is not vitiated even though the net worth is eroded.
  • $(B)$ The Company did not enter into any long term contracts and there are no material forseable losses to be recognised under applicable laws or accounting standards in the financial statements
  • $(C)$ Figures have been regrouped/ reclassified/ recast wherever required as allowed by Schedule III of The companies Act, 2013. Provision for Gratuity payable was shown in sub head other current liabilities under major head Current Liabilities in the previous reporting period which was regrouped and now shown in sub head Provisions under major head Current Liabilities for the current reporting period. Loan from director was shown in sub head Borrowings under major head Current Liabilities in the previous reporting period which was reclasisfied and now shown in sub head Borrowings under major head Non-Current Liabilites for the current reporting period.
  • $(D)$ Regarding Non Provision of Interest on Inter Corporate Loans Interest has not been provided for INR 11.26 Lakhs on Inter-Corporate Borrowing from Miven Mayfran Conveyors Pvt Ltd for the year ended 31st March 2025 as the management is in discussion with the lender for waiver of loan and accumulated interest thereon.
  • During the quarter ended 31st March 2024, the company recieved an email notice from the Stock Exchange BSE Limited [BSE India] seeking clarifications on audited $(E)$ financial statements of the company for the past year(s). In this regard, the company has provided necessary details on 17th March 2024 and further communications have been received from BSE India on 18th Nov, 2024 for which clarifications was submitted on 24th December, 2024. No Furthure communications have been received from BSE Inida till now.
  • $(F)$ The financial statements were reviewed and recommended by the Audit Committee on 26th May, 2025 and subsequently approved by the Board of Directors at their meeting held on the same date.
  • $(G)$ Vendor and customer balances, including advances and security deposits, are subject to third-party confirmation and reconciliation.
  • $(H)$ Earnings in Foreign Currency - NIL (PY - NIL)
  • $(1)$ Expenditure in Foreign Currency - NIL (PY - NIL)

$(J)$ DISCLOSURE UNDER IND AS

i) Operating Segments - Tnd AS 108

The company has only one business segment viz., Metal Cutting including grinding machines. All sales are in India. Hence disclosures required under IND AS 108-Operating Segment is not applicable

ii) Related Party Disclosures - IND AS 24

Name of Related Party Nature of Relationship
BINDUMALINI KRISHNAN
Ikiran kumar bolaram
isunilkumar kosuru
KATTA SUNDEEP REDDY Directors and Key Management Personnels
Isahil Arora
IKHUSHBOO JAIN
Idnor Technologies LIp
Idnor Technologies Private Limited Entities in which Directors and KMPs can exercise
Karvy Data Management Services Limited significant influence
Smart Gen Software Solutions Private Limited
*The Related Parties Have been identified by the management.

B. DETAILS OF TRANSACTIONS WITH RELATED PARTIES AND CLOSING BALANCES

Name of Related Party Relationship Nature of Transaction For the year 31st
March, 2025
For the year
31st March,
2024
(i) Transactions during the year
Katta Sundeep Reddy MD Loan Borrowed 71.68 1.97
Katta Sundeep Reddy MD Sitting Fees
Khusboo Jain CS Renumeration 1.62
Kiran Kumar Bolaram CFO Renumeration 18.00
Bindumalini Krishnan Independent Director Sittina Fees 0.63
Sahil Arora Additional Director Sitting Fees 0.54
Sunilkumar Kosuru Independent Director Sitting Fees 0.68

(ii) Amounts due at the end of the year

Name of Related Party Relationship Nature of Transaction As at 31st March. As at 31st
2025 March, 2024
Katta Sundeep Reddy MD Loan Borrowed 73.65 1.97
Katta Sundeep Reddy MD Sitting Fees
Khusboo Jain CS Renumeration 0.25
Kiran Kumar Bolaram CFO Renumeration 1.26
Bindumalini Krishnan Independent Director Sitting Fees 0.05
Sahil Arora Additional Director Sittina Fees 0.05
Sunilkumar Kosuru Independent Director Sitting Fees 0.05

iii) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS - IND AS 37 (a) PROVISIONS

As on 31st March 2024, the company did not have any long term provisions.

(b) CONTINGENT LIABILITIES

As at
As at 31st
2025 March, 2024
-
0.84 0.84
-
As at 31st March,

(iv) Municipal Tax in respect of Land

The company's erstwhile manufacturing plant was situated in Tarihal Industrial Area, Tarihal, Hubli which was originally under Rainal Mandal Panchayat. Although the company has sold the entire land parcel during the earlier year(s), the company continues to be liable for any past demands. Provision has been made in the books
towards tax due to them for the period 1992 to 2003 aggregat (HDMC), Hubli. As the Industrial estate is yet to be fully developed by KIADB, the same has not been handed over to HDMC. However maintenance charges is being
Collected by KIADB which was remitted by the company till FY 20 payment totalling to INR 2.94 Lakhs which is disputed by the company. HDMC has claimed municipal tax, including interest thereon, aggregating to INR 569.91 Lakhs for the period from 1995 till 2016 which is disputed by the company through Greater Hubli Dharwad Industries Association. The company is confident that the claim relating to past periods will be withdrawn by the authorities and will not be payable in view of existing favourable court orders in respect of similar cases.Consequently no provision has been made in the books for these demands.

As at 31st March, As at 31st
2025 March, 2024
$\vert$ (v) Income Tax Demands on account of Withholding Tax (Amounts in INR) 2.84

(vi) It is not possible to estimate the timing of outflow in respect of the above liabilities in view of the pending disputes.

iv) Borrowing Costs - IND AS 23

The company has not capitalised any Borrowing Costs during the year

v) Earnings Per Share - IND AS 33 As at 31st March,
2025
As at 31st
March, 2024
Profit (Loss) after tax as per Profit and Loss Account (INR in Lakhs) $-61.31$ $-27.87$
Weighted Average Number of Shares 30,03,500 30,03,500
Par Value per Share (In INR) 10 10 1
Profit (Loss) Per Share (in INR)
Basic
(2.04) (0.93)
Diluted (2.04) (0.93)
Total Comprehensive Income for the year after tax expense (INR in Lakhs) $-61.31$ $-27.87$
Weighted Average Number of Shares 30,03,500 30,03,500
Profit Per Share (in INR)
Basic
(2.04) (0.93)
Diluted (2.04) (0.93)

vi) Impairment of Assets - IND AS 36

The company has not made any provision towards Impairment of Assets during the year

vii) Employee Benefits - IND AS 19

(a) Defined Contribution Plan:

As at 31st March, As at 31st
Employer's contribution to Provident & pension funds 2025 March, 2024
(b) Defined Benefit Plan:
Leave Encashment (Compensated Absences) and Gratuity
As of reporting date the company does not have any employees and therefore liability on account of compensated absences and gratuity does not arise for the current
year. Relevent disclosures to previous years are given as follows.
(I) Financial Assumptions
Discount Rate $0.00\%$ 7.30%
Salary increases allowing for price inflation 0% 7.00%
(II) Demographic Assumptions
Mortality Rate
Employee Turnover (Depending on Age Factor)
LIC (2006-08) Ultimate
Leave Availment Ratio $\mathbf{0}$
0%
1% to 3%
0.05
(ii) Gratuity
The Present value of obligation is determined based on actuarial valuation using the projected unit credit method.
1. Reconciliation of opening and closing
balances of defined benefit obligation:
Gratuity (INR in Lakhs)
Particular As at 31st As at 31st
March, 2025 March, 2024
Defined Benefit obligation at beginning of the year
Current Service Cost
Interest Cost
Actuarial (gain)/ loss
Benefits Paid
Defined Benefit obligation at end of the year
2. Re-measurements
Acturial Gain (Loss) due to changes in Financial Assumptions
3. Reconciliation of opening and closing balance of fair value of plan assets:
Fair value of plan assets at beginning of the year
Expected return on plan assets
Employer Contribution
Benefits paid
Actuarial gain/(loss)
Fair value of plan assets at year end
4. Reconciliation of fair value of assets and obligations:
Fair value of plan assets
Present value of obligation
Amount recognized in Balance Sheet under liabilities:
5.(a) Expense recognized during the year: (under "Note 21" Employee Benefit Expenses" in the Statement of Profit and Loss account)
Current Service Cost
Return on Plan Assets
Interest Cost
$\blacksquare$
(b) Amount recognised in Other Comprehensive Income (OCI)
Expected return on plan assets
Actuarial (gain)/ loss
$\blacksquare$
Net Cost μ
6.Actuarial assumptions:
Mortality Table (Indian Assured Lives) ΝA 2006-08
Discount rate (per annum) ΝA 6.35%
Expected rate of return on plan assets (per annum)
Rate of escalation in salary (per annum)
ΝA 7.00%
ΝA 6.00%
7. Sensitivity Analysis of significant assumptions
The following table presents a sensitivity analysis to one of the relevant actuarial assumption, holding other assumptions constant, showing how the
As at 31st As at 31st
March, 2025 March, 2024
Discount Rate
+0.5% Discount Rate
-0.5% Discount Rate
Salary Increase Not Material or significant and
hence analysis not made
+0.5% Salary Growth
-0.5% Salary Growth
8. Investment Details

Tered Accou

The Plan Assets under the fund are deposited under approved securities as under: As at 31st
March, 2025
As at 31st
March, 2024
Government of India Bonds $0.00\%$ 0.00%
Others $0.00\%$ $0.00\%$
Investment by Life Insurance Corporation of India in eligible Securities 100.00% 100.00%

viii) LEASES - IND AS 116
Leases is applicable to the company from 15th January 2022 onwards. The company's existing lease arrangements are for less than 12 months, which is not covered
under the Standard and hence the sta

CIN: L29220TS1985PLC197616
3RD FLOOR THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084 NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

ix) FINANCIAL INSTRUMENTS - IND AS 107

A. Fair values and measurement principles

a) The carrying value and fair value of financial instruments by category are as follows: As at 31st March, 2025 As at 31st March, 2024
Particulars Carrying Amounts Carrying Amounts
Carrying Fair Values Carrying Fair values
Amounts values
Financial assets measured at fair value: ÷
٠ ۰
Financial assets not measured at fair value:
Investments 0.50 0.50 0.50 0.50
Loans
Trade receivables 6.83 6.83 6.85 6.85
Cash and cash equivalents 1.53 1.53 3.38 3.38
Other financial assets 0.56 0.56
8.86 8.86 11.29 11.29
Financial liabilities not measured at fair value:
Loans and borrowings 298.60 298.60 224.95 224.95
Trade payables 129.29 129.29 129.86 129.86
Other Financial Liabilities 124.44 124.44 124.44 124.44
552.33 552.33 479.25 479.25

b) Transfers between the fair value hierarchy

There were no transfers in either direction in the fair value hierarchy during the year ended 31st March 2025

Capital Management В.

The Company strives to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company's adjusted net debt to equity ratio at 31 March 2025/24 is as follows.

Particulars As at 31st
March, 2025
As at 31st
March, 2024
Total borrowings 1 298.60 224.95
Less: Cash and bank balances 2 1.53 3.38
Adjusted net debt 297.07 221.57
Total equity
Less: Other components of equity
(551.75) (490.44)
Adjusted equity (551.75) (490.44)
Adjusted Net Debt to adjusted equity ratio (0.54) (0.45)

1 Total borrowings comprises of long-term borrowings, short-term borrowing and bank overdraft facilities. 2 Cash and bank balances comprises of cash in hand, cash at bank and term deposits with banks.

C. Derivatives

NIL

CIN: 129220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

D. Financial risk management

The Company is broadly exposed to credit risk, liquidity risk and market risk as a result of financial instruments. The Company is exposed to financial risk, such as market risk (fluctuations in exchange rates, interest rates and price risk), credit risk and liquidity risk. The general risk management program of the Company focuses on the unpredictability of the market factors, and attempts to minimize their potential negative influence on the financial performance of the Company.

The Company's Board of Directors has the overall responsibility for the establishment, monitoring and supervision of the Company's risk management framework. Treasury Management Team in the company take appropriate steps to mitigate financial risks within the framework set by the top management. Company does not trade in derivatives for speculation.

(i) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises from credit exposures from customers, cash and cash equivalents held with banks and current and non-current debt investments.

The Company regularly follows-up the receivable to minimise losses arising from credit exposure from credit customers. Credit control assesses the credit quality of the customers, their financial position, past experience in payments and other relevant factors. Deposits and cash balances are placed with reputable scheduled banks.

The carrying amount of financial assets represents the Company's maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the management also considers the factors that may influence the credit risk of its customer base.

The management has established a system under which each new customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, if they are available, and in some cases bank references.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables based on factual information as on the Balance sheet date.

The maximum exposure to credit risk for trade and other receivables by geographic region was as follows.

Particulars As at 31st As at 31st
March, 2025 March, 2024
India 6.83 6.85
Other regions $\overline{\phantom{a}}$
Total trade receivables 6.83 6.85

Details for Trade and other receivables is as follows:

Particulars As at 31st
March, 2025
As at 31st
March, 2024
Fully performed
Past due 6.83 6.85
Impaired -
Total trade and other receivables 6.83 6.85

Any past due from Govt. Customers and those fully covered by guarantees or collaterals-received are not tested for impairment.

The ageing analysis of the past due is presented in the following table:

Particulars As at 31st As at 31st
March, 2025 March, 2024
Past dues more than 180 days old 6.83 2.05
Total of past receivables 6.83 2.05

The credit quality of the financial assets is satisfactory, taking into account the allowance for doubtful trade receivables. The fair value of collaterals held by the Company is as follows

Particulars As at 31st
March, 2025
As at 31st
March, 2024
Tangible assets NIL NIL
Security deposits NIL NIL
Bank quarantees NIL NIL
Total fair value of collaterals held NIL NIL

Any past due from Government Customers and those fully covered by guarantees or collaterals received are not tested for impairment. The credit quality of the financial assets is satisfactory, taking into account the allowance for doubtful trade receivables. The Company has not received any collaterals for receivables as at reporting date.

The company has tested for impairment loss allowance at 31 March 2025 in respect of Trade Receivables and is of the firm opinion that the amounts stated as receivable will be fully realised and no allowance is called for.

(ii) Liauidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset, or the risk that the Company will face difficulty in raising financial resources required to fulfil its commitments. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Liquidity risk is maintained at low levels through effective cash flow management, low borrowings and availability of adequate cash. Cash flow forecasting is performed internally by forecasts of the Company's liquidity requirements to ensure that it has sufficient cash to meet operational needs, to fund scheduled investments and to comply with loan covenants.

To ensure continuity of funding, the Company primarily uses short-term bank facilities in the nature of bank overdraft facility, cash credit facility and short-term borrowings to fund its ongoing working capital requirements needs.

Exposure to liquidity risk

The table below details the Company's remaining contractual maturity for its financial liabilities and derivative financial liabilities. The contractual cash flows reflect the undiscounted cash flows of financial liabilities and derivative financial liabilities based on the earliest date on which the Company can be required to pay.

Contractual cash flows
Particulars 1 year or less 1 year to 5 5 years or Adjustments Carrying amount
years more
As at 31st March 2025
Non-derivative financial liabilities
Non-current borrowings 71.68 1.97 224.95 298.60
Current borrowings
Trade payables 129.29 129.29
Other Financial Liabilities 124.44 124.44
Derivative financial liabilities
Forward contracts used for hedging:
- Outflow
- Inflow
325.41 1.97 224.95 552.33
As at 31st March 2024
Non-derivative financial liabilities
Non-current borrowings 224.95 224.95
Current borrowings
Trade payables 129.86 129.86
Other Financial Liabilities 124.44 124.44
Derivative financial liabilities
Forward contracts used for hedging:
- Outflow
- Inflow
254.30 224.95 479.25

(iii) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity / commodity prices - will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the managment.

The Company's activities expose it primarily to the financial risks of changes in foreign exchange rates and interest rate movements (refer to notes below on currency risk and interest risk). Currently there are no foreign exchange exposures. During the year ended 31 March 2018, there was no change to the manner in which the Company managed or measured market risk.

(iv) Currency risk- NIL

Foreign currency risk is the risk arising from exposure to foreign currency movement that will impact the Company's future cash flows and profitability in the ordinary course of business.

The Company operates domestically and is not exposed to currency risk on account of its borrowings, other payables and receivables being in functional currency i.e. Indian Rupees.

The currency profile of financial assets and financial liabilities as at 31 March 2025 and 31 March 2024 are as below:

Particulars Amount (INR) Other Currencies (INR in Lakhs)
As at 31st March 2025
Financial assets
Cash and cash equivalents
Current investments
1.53 -
۰
$\overline{\phantom{a}}$
Trade and other receivables
Other current financial assets
6.83
۰
e -
-
$\sim$
-
BASE
htm.
Frida
Said
لرودة
۵
لمحالة
F.RN: 003153

ered Account

Non Current Investments 0.50
Other Non Current Financial Assets 4.98
13.84 $\blacksquare$ ÷
Financial liabilities
Non-current borrowings 298.60
Short-term borrowings
Trade and other payables 129.29
Other non-current financial liabilities
Other current financial liabilities 124.44
552.32
As at 31st March 2024
Financial assets
Cash and cash equivalents
Current investments
3.38
Trade and other receivables 6.85
Other current financial assets
Non Current Investments 0.50
Other Non Current Financial Assets 0.56
11.29 ٠ ÷. ۰
Financial liabilities
Non-current borrowings 224.95
Short-term borrowings
Trade and other payables 129.86
Other non-current financial liabilities
Other current financial liabilities 124.44
479.25 ۰.

(v) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in market interest rates.

Exposure to interest rate risk

The Company's interest rate risk arises from borrowings and loans and advances made. Borrowings availed at fixed rates expose the Company to fair value interest rate risk. The interest rate profile of the Company's interest-bearing financial instruments as reported to the management of the Company is as follows.

Carrying amount
Particulars As at 31st As at 31st
March, 2025 March, 2024
Fixed-rate instruments
Financial assets
Financial liabilities 298.60 224.95
Variable-rate instruments
Financial assets -
Financial liabilities

(vi) Equity and commodity price risk

Price risk is the risk of fluctuations in the value of assets and liabilities as a result of changes in market prices of investments. The Company has not invested in equity securities and hence it is not exposed to equity price risk. The Company does not invest in commodities and is not exposed to commodity price risk.

CIN: L29220TS1985PLC197616

3RD FLOOR THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS

(Amounts are in INR Lakhs unless stated Otherwise)

F.RN: 0031535

(K) Additional Regulatory Information

(i) Title Deeds of Immovable Property held in the name of the Company

The Company did not hold any immovabe properties in its name during the financial year.

(ii) The Company shall disclose as to whether the fair value of investment property (as measured for disclosure purposes in the financial statements) is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules. 2017.

There are no investment properties held by the Company.

(iii) Where the Company has revalued its Property, Plant and Equipment (including Right-of-Use Assets), the company shall disclose as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

There has been no revaluation of assets during the year.

(iv) Where the company has revalued its intangible assets, the company shall disclose as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

There has been no revaluation of intangible assets during the year.

$|$ (v) Disclosures to be made where Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:

(a) repayable on demand or

(b) without specifying any terms or period of repayment

There are no loans advanced by the Company to related parties including promoters, directors, KMPs either jointly or severally with any other persons.

(vi) Capital Work in Progress - Aging Schedule

There are no capital work in progress as on current & previous reporting date.

(vii) Intangibles under development- Aging Schedule

There are no intangibles under development as on current & previous reporting date.

(viii) Details of Benami Property held by the company

There are no benami properties held in the name of the company and no proceedings has been initiated upon the same.

(ix) Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following:-

The company does not have any borrowings on the basis of security of current assets for current or previous reporting period.

(x) Wilful Defaulter

The company has not been declared as wilful defaulter by any bank or financial institution for the current or previous reporting period.

(xi) Relationship with Struck off Companies

The Company is on no way related to any of the companies struck-off by the Registrar of Companines during the year.

$\vert$ (xii) Registration of charges or satisfaction with Registrar of Companies

There are no charges pending satisfaction with the Registrar of Companies, Bangalore.

$\vert$ (xiii) Compliance with number of layers of companies as per Companies Act, 2013

The Companies has complied with the provisions guiding layering of companies as per Companies Act, 2013.

$\vert$ (xiv) Compliance with approved scheme(s) of arrangements

There are no schemes of arrangement impending in relation or applicable to the Company.

(xv) Utilization of borrowed funds and share premium

(a) In case of loans/funds received by the Company, there are no amounts received, where the Company is obliged to advance monies to intermediaries in order to be ultimately lent to or invested in other entities (ultimate beneficiaries).

(b) In case of funds given or advanced by the Company, there are no amounts given where, the Company requires the borrowers/receiving entities (intermediaries) to ultimately lend to or invest in other entities (ultimate beneficiaries).

CIN: L29220TS1985PLC197616

3RD FLOOR, THREE CUBE TOWERS, WHITEFIELDS, KONDAPUR, HYDERABAD, TELANGANA-500084

(Amounts are in INR Lakhs unless stated Otherwise)

- 'TIA
PARTICULARS CURRENT REPORTING PERIOD 31st March, 2025 PREVIOUS REPORTING
PERIOD 31st March, 2024
Numerator Denominator RATIOS RATIOS
Current Ratio ( in times) Current Assets Current Liabilities 0.05 0.04
13.34 266.99 Variance 0.22
Debt - Equity Ratio ( in times) Total Outside liabilities
224.95
Shareholder's equity $-0.41$ $-0.46$
$-551.75$ Variance $-0.11$
Earnings available for Debt
Debt Service Coverage Ratio ( in times) Service Debt Service 0.83 1.70
$-61.31$ $-73.65$ Variance $-0.51$
Average Shareholder's
Return on Equity Ratio (in %) Net Profit After Taxes Equity 0.12 0.06
$-61.31$ $-521.10$ Variance 83%
Inventory Turnover Ratio(in %) Cost of Goods sold Average Inventory 0.00 3.02
0.00 0.00 Variance $-100%$
Trade Receivables Turnover Ratio ( in times) Net Credit Turnover Average Trades Receivable 0.00 6.30
0.00 6.84 Variance W. P. W. Bank -1.00 SILL SMART
Trade Payables Turnover Ratio ( in times) Net Credit Purchases Average Trades Payable 0.00 5.01
0.00 64.79 Variance $-1.00$
Net Capital Turnover Ratio ( in times) Net Sales Average Working Capital 0.00 $-0.35$
0.00 $-260.10$ Variance $-1.00$
Net Profit Ratio ( in %) Net Profit After Taxes Net Sales NA $-0.19$
$-61.31$ 0.00 Variance $-100%$
Earnings Before Interest and
Return on Capital Employed (in %) Tax Capital Employed 0.24 0.08
$-61.31$ $-253.15$ Variance 203%
Two years' average profits
Return on Investment (in %) after taxes Equity invested $-0.15$ 0.55
$-44.59$ 300.35 Variance $+$ $-127\%$
Reason for Variance
Ratio
Reason
The increase in the value of current assets over increase in current liabilities has led to a better current ratio
Current Ratio ( in times) compared to the previous year.
Return on Equity There is a sligh increase in equity, hence this variation
Inventory Turnpver Ratio Since there are no invenotries, there is a significant varaince

Trade Receivables Turnover Ratio There is no turnover during current year, hence the variance Trade Payables Turnover Ratio There is no purchases during current year, hence the variance Net Capital(Working Capital) Turnover There is no turnover during current year, hence the variance Net Profit Turnover Ratio There is no turnover during current year, hence the variance Return on Capital Employed There is decrease in capital employed hence there is varition compared to previous year Return on Investment There is a decrease in profit hence the ratio has significanty impacted Debt - Equity Ratio ( in times) There is a sligh increase in equity hence there is a slight chance in the ratio

As per our report of even date For V.RAO & GOPI Chartered Accountants Firm Regn No: 003153S

P. Hanumantha Rao Partner Memb. No: 026990 UDIN: 25026990BMISLD8024

Place: Hyderabad Date: 26th May, 2025 For and on behalf of the Board of Directors of Miven Machine Tools Limited

$K.$ lunder $N$ Katta Sundeep Reddy

Managing Director (DIN: 06458901)

Grano Kiran Kumar Bolaram Chief Financial Officer

Place: Hyderabad Date: 26th May, 2025

ahil Arora Director

$(DIN: 07143414)$ $\mathcal{Y}$

Khushboo Jain Company Secretary (M. No. 65899)

F.RN: 003153 ed Ac