Miven Machine Tools Ltd Management Discussions

a. Industry Structure and Developments:

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.

b. Opportunities and Threats:

Opportunities

1. Rising Demand for Safe Drinking Water - Increasing awareness and initiatives for clean water
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.

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

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

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

Threats

1. High Competition - Established brands and low-cost local manufacturers already in the market.

2. Technology Obsolescence - Need for constant R&D to keep up with advances in loT, filtration,
and automation.

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

4. 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

c. Segment-wise or product wise performance:

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

• Products - Flagship product with loT 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 Companys 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.

e. Risk and concerns:

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 Companys offerings obsolete,
while aggressive pricing strategies could erode margins. Failure to respond effectively to these
pressures may adversely impact the Companys 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 Companys 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
Companys 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.

g. 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 years 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.

h. Material developments in Human Resources/lndustrial relations front, including number of
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 Companys 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..