Miven Machine Tools Ltd Directors Report

2. OPERATIONS AND STATUS OF COMPANYS AFFAIRS

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.

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

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

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

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

3. 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 e-
voting process concluded on Tuesday 04th June, 2024, at 5:00 p.m. (1ST), post which the Scrutinizer
has submitted his report and the results of the Postal Ballot were declared on 05^th June 2024.

3.2.1. The Company has made an application on 18^th 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 12^th February 2025 and the certified
true copy of the order was received on 26^th 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 21^st March 2025.

3.3. The Company has applied for reclassification of promoters on 01^st 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.

4. DIVIDEND

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.

6. RISK MANAGEMENT

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

7. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in termsof 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 for the size and operations of the
Company and were operating efficiently.

8. 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.

9. VIGIL MECHANISM

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").

12. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS

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.

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

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

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 39^th Annual
General Meeting held on 20^th September 2024.

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

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

1. Ms. Lakshmi Jyotsna, Company Secretary of the Company resigned on 18^th July 2024.

13. NUMBER OF MEETINGS BOARD

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

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.

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

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

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

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.

19. EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE

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

20. BOARD AND ITS COMMITTEES

a. Board Meetings

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

b. Audit Committee

Five Audit Committee meetings were held during the financial year 2024-25 on 29^th May 2024, 25^th
June 2024,07^th August 2024,23^rd October 2024,10^th 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.

c. Nomination and Remuneration Committee ("NRC")

Two NRC meetings were held during the financial year 2024-25 on 07^th August 2024 and 17^th
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.

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.

17. KEY MANAGERIAL PERSONNEL

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

1. Mr. Katta Sundeep Reddy: Managing Director

2. Mr. Kiran Kumar Bolaram; Chief Financial Officer

The following persons resigned as Key Managerial Personnel of the Company during the financial year:
1. Mrs. Lakshmi Jyothsna Naraharisetty: Company Secretary

18. DIRECTORS RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems of the Company, work performed by
the internal, statutory and secretarial auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that the
Companys 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:

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

b) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the loss of the Company for that period;

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

21. STATUTORY AUDITORS

In this regard, the members in the 39^th 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 01^st April 2024
till 31^st March 2029 who are eligible to act as statutory auditors of the Company and confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for the
appointment as Statutory Auditors of the Company.

22. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

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

23. EXPLANATION ON STATUTORY AUDITORS REPORT

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:

24. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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:

25. SECRETARIAL STANDARDS

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

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 arms 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 arms
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.

27. 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 12^th
February 2025.

No other significant and material orders were passed.

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

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN 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.

31. DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER
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:

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.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
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.

iii) The percentage increase in the median remuneration of employees in the financial year 2024-
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.

v) The explanation on the relationship between average increase in remuneration and Company
performance:

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

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

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

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

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

ix) Average percentile increase already made in the salaries of employees other than the
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.

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

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

xi) Variations in the market capitalization of the company, price earnings ratio as at the closing date
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