Miven Machine Tools Ltd Directors Report

To

The Members of

MIVEN MACHINE TOOLS LIMITED

Your Directors hereby present the 41st Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2026 is summarized below:

Particulars	2025-26	2024-25
Revenue from Operations	17.10	0.00
Other Income	7.59	11.55
Profit before Interest and Depreciation, Other expenses and Tax	24.69	11.55
Finance Cost	0.00	0.00
Depreciation and amortization expenses	0.00	0.00
Other expenses	68.62	72.86
Net Profit before Tax	-43.93	-61.31
Tax Expense	0.00	0.00
Deferred Tax	0.00	0.00
Net Profit after Tax	-43.93	-61.31

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

During the financial year ended on 31st March 2026, the net total income of the Company was INR.24.69 as against the net total income of INR. 11.55 in the previous financial year.

Youi Company incurred net loss/profit of INR. -43.93 during the financial year under review as against the net loss/profit of INR. -61.31 in the previous financial year.

3. DIVIDEND

In \ iew of the accumulated losses, the Directors express their inability to recommend dividends during the year.

4. SHARE CAPITAL

A. AUTHORISED CAPITA!

During the year under review, there has been no change in the authorized share capital of the company.

The authorized share capital as on March 31, 2026, is as follows:

s. Type of Share No.	No. of Shares	Value per share (in Rs.)	Total Amount (in Rupees)
1 Equity	3003500	10	300,35,000.00
Total	300,35,000.00

B. PAID UP CAPITAL

During the year under review, there has been no change in the paid-up share capital of the company.

The paid-up share capital as on March 31,2026 is as follows:

S. „ Type of Share No.	No. of Shares	Value per share (in Rs.)	Total Amount (in Rupees)
1 Equity	3003500	10	300,35,000.00
Total	300,35,000.00

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year under review.

H. FORFEITURE OF SHARES

The Company has not forfeited any of its securities during the year under review.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (I) OF THE COMPANIES ACT, 2013

The company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

6. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business.

The Company is still engaged in the business of manufacturing, marketing, installation, and maintenance of water dispensing machines, including automated water vending units and purification systems, catering to domestic, commercial, industrial, institutional, and government sectors. In addition, the Company provides software development and IT-enabled services, including IoT integration, analytics, and smart technology solutions, supporting its core business and clients in India and abroad.

7. INFORMATION ABOUT SUBSIDIARY/TV/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

8. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. MATERIAL CHANGES AND COMMITMENTS

Except for the proposed shifting of the Registered Office of the Company, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

The Board in their meeting held on 14 August 2026, has approved the shifting of its Registered Office from 3rd Floor, D.No. 2-93/8 & 2-93/9,Three Cube Towers,White Fields, Hyderabad, Kondapur, Serilingampally, K.V. Rangareddy Dist, Telangana, India,500084 to Plot no.83/ A, bearing House no. 8-2-293/L/83-A, MLA Colony, Road No. 12, Banjara Hills, Hyderabad, Telangana, India - 500034.

10. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE AND THEIR POLICIES

I. Company has constituted this Committees in compliance of the provisions of Section 178(3) of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014. Stakeholders Relationship Committee specifically looks into various aspects of interest of the shareholders.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

1. Recommend to the board the set up and composition of the board and its committees, including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or reappointment of directors.

3. Devise a policy on board diversity.

4. On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

5. Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Member	Position held in the Committee
Mrs. Bindumalini Krishnan	Member
Mr. Sunil Kumar Kosuru	Member
Mr. Sahil Arora	Member

The composition of the Stakeholders Relationship Committee is given below:

Name of the Member	Position held in the Committee
Mrs. Bindumalini Krishnan	Member
Mr. Katta Sundeep Reddy	Member
Mr. Sahil Arora	Member

11. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

A. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

5. Review and monitor the auditors independence and performance, and effectiveness of audit process;

6. Scrutiny of inter-corporate loans and investments;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Discussion with internal auditors of any significant findings and follow up there on;

10. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

11. Approval of appointment of CFO;

III. The Audit Committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

IV. The composition of the Audit Committee is given below: .. ,

Name of the Member	Position held in the Committee
Mrs. Bindumalini Krishnan	Member
Mr. Sunil Kumar Kosuru	Member
Mr. Sahil Arora	Member

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any Investment, given guarantee and securities during the financial year under review. Hence, the provisions of section 186 of Companies Act,

2013 is not applicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. Accordingly, disclosure in Form AOC-2 is not applicable.

Details regarding the related party along with the amount is as on 31^st March, 2026:

Name of the Party	Relationship	Amount in Rs.
1. rom Sundeep Reddy Katta.	Managing Director- Key Managerial Person	1,40,94,712.00
TOTAL		1,40,94,712.00

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no Change in the constitution of Board during the year. Composition of board of directors as on 31/03/2026 is as following: Board of Directors:

S. Name No.	Designation	DIN	Date of Appointment
Ms. Bindumalini 1 Krishnan	Director	08018301	14/02/2024
^ Ms. Katta Sundeep Reddy	Managing Director	06458901	20/09/2024
5 Mr. Sahil Arora	Director	07143414	14/02/2024
Mr. Sunilkumar 6 Kosuru	Director	02868054	14/02/2024

Other Key Managerial Personnel:

S. Name No.	Designation	Date of Appointment
Ms. Khushboo Jain	Company Secretary	17/09/2024
Mr. Kiran Kumar 2. Bolaram	Chief Finance Officer	14/02/2024

15. DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6)

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent

Directors have also confirmed that they have complied with the Companys code of conduct prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the board, the independent directors fulfil the conditions specified in SEBILODR regulations and are independent of the management

16. DISCLOSURE WITH REGARD BOARD MEETING.

(a) Whether Company is an OPC or Small Company as at the FY end date: No

(b) Number of Meeting of Board of Directors

During the Financial Year 2025-26, the Board met 4 times.

The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013 (i.e did not exceed 120 [One hundred and twenty] days). In

addition to these meetings, your directors have had regular interaction with management. Number of meetings attended by each Director of the Company during the financial year are as follows:

s. No.	Meeting Date	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	26/05/2025	4	4	100
2	06/08/2025	4	4	100
3	24/10/2025	4	3	75
4	06/02/2026	4	3	75

17. GENERAL MEETINGS HELD DURING THE YEAR

During the financial year, following general meetings were held. The provisions of the Companies Act, 2013 were adhered to while conducting the meetings:

Nature of meeting No.	Date of Meeting	Total Number of Members as on Cut-off date	No. of Members Present
Annual General 1 Meeting	12/09/2025	2426	44

18. MEETING OF COMMITTEES OF BOARD

			Attendance
S Type of Committee No. Meeting	Meeting Date	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
1 Audit Committee	26/05/2025	3	3	100
2 Audit Committee	06/08/2025	3	3	100
3 Audit Committee	24/10/2025	3	2	75
4 Audit Committee	06/02/2026	3	2	75
Nomination and 5 Remuneration Committee	06/08/2025	3	3	100
Independent Director Meeting	26/03/2026	2	2	100
Stakeholders 7 Relationship Committee	26/03/2026	3	3	100

19. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Companies Act, 2013, the directors of your company confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. Such accounting policies have been selected and applied consistently and the judgements and estimates made 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 profits / losses of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis; and

5. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

6. The Directors had laid down internal financial controls to be followed by

the company and that such internal financial controls are adequate and were operating effectively.

20. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has complied with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) during the financial year under review, to the best of its knowledge and belief.

21. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

I he Company follows a robust internal audit process. Transaction audits are conducted regulariy to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

23. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records are not applicable to the Company for the financial year 2025-26.

24. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS & THEIR REPORT

M/s V. Rao & Gopi, Chartered Accountants (Firm Regn. No.003153S) are the Statutory Auditors of the Company. The Statutory Auditors, in their Independent Auditors Report on the Standalone Financial Statements for the financial year ended 31 March 2026, have issued a qualified opinion in respect of non-provision of interest expenditure on certain inter-company loans and have also highlighted a material uncertainty relating to the Companys ability to continue as a going concern. The details of qualifications by Auditors and response of the Board of Directors to such qualifications is furnished below:

S.No. Auditors Qualification	Auditor Comment	Kind of Qualification	Response of Board of Directors
1 No provision has been made in respect of interest payable on Inter Corporate Loans amounting to INR 11.24 lakhs (Note 25(D) in Financial Statements)	It resulted in overstatement of total comprehensive income and other equity and understatement of current liabilities by the said amount	Qualified Opinion	The Board has noted the qualification made by the Statutory Auditors on INR 11.24 Lakhs Inter-Corporate Borrowing from Miven Mayfran Conveyors Pvt Ltd. The management is actively engaged in reconciliation with the concerned parties. Pending completion of this exercise, the exact financial impact, if any, cannot be ascertained at this
			stage. Appropriate accounting treatment shall be carried out in accordance with the applicable accounting standards and Ind AS, once the reconciliation is concluded.
2 Companys liabilities exceed the total of its assets by INR 595.67 lakhs. Material uncertainty related to going concern (Note 25(A) in Financial Statements)	The Company has no tangible property, plant and equipment, as on date of reporting. Material uncertainty exists doubting the uncertainty on Companys ability to continue as a going concern.	Qualification - not modified	The Companys objective has been changed and started its new operations. Management is taking measures to increase the operations of the company and enhance its revenue generating capabilities.
3 Emphasis of matter (Note 18 of Financial Statements)	write back of certain liabilities by the company shown under Other Income in the Standalone Statement of Profit and Loss.	Qualification - not modified.	Other non-operating income of INR 7.59 Lakhs relates to gratuity provision amount relating to the earlier Managing Director Mr. Vikram Ragavesh Sirur, written back which is not payable and corresponding NOC has been obtained from him.
4 Emphasis of matter (Note 24 of Financial Statements)	write off certain assets of the company shown under Other Expenses in the Standalone	Qualification - not modified	Assets written off INR 2.26 lakhs represents sundry debtors which are considered as not
	Statement of Profit and Loss		recoverable and hence written off. The Board is satisfied that the write-off is based on a reasonable and justifiable assessment
5 Emphasis of matter (Note 25(I)(iii)(b) of Financial Statements)	Pending claims against the Company which have not been acknowledged as debt	Qualification - not modified	Claims made by former employees/casual workers, pending adjudication before die Courts, against which Stay Orders have been obtained. Accordingly, such claims have not been acknowledged as debt.

(B) SECRETARIAL AUDITOR

The Secretarial Audit is applicable to the Company. The Company has appointed SPP & Associates, Company Secretaries, Peer Reviewed Firm (Cert.No.2622/2022), represented by CS Surya Prakash (CP No. 111142), Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial year 2025-26.

The Secretarial Auditor reported the following two non-compliances under SEB1 LODR Regulations which have occurred after the end of financial year but prior to date of reporting:

1. One Day Delay in filing of Board Meeting Intimation to BSE

2. Non-Submission of Impact Statement to Auditors qualification under Regulation 33 of SEBI(LODR), 2015

Board noted instances were inadvertent and have been rectified. The Board has taken necessary corrective measures and strengthened its compliance monitoring systems to ensure that such lapses do not recur in future.

(Q INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct an internal audit of its functions and activities.

The Board appointed V. Rao & Gopi, Chartered Accountant(s), as the Internal Auditor of the Company.

The Internal Audit Report was received yearly by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year [FY] is free from any qualification, further, the notes on accounts are self-explanatory and the observations were looked into by the management.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

ID1 COST AUDITOR

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is not required by the Company and accordingly such accounts and records are not made and maintained.

25. FRAUD REPORTING

No case of fraud was reported by the Companys Auditors during the year, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

2ft. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the regulators or courts during the financial year under review which would impact the going concern status of the Company and its future operations.

27. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The provisions of Section 135 of the Companies Act, 2013, and rules made thereunder are not applicable to the Company.

28. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Female

1

Male

3

Transgender

0

29. VIGIL MECHANISM /WHISTLE BLOWER POLICY

Your Company has a vigil mechanism forming part of the Unified Code of Conduct. The said Unified Code of Conduct is applicable to all employees, directors, suppliers, consultants, law firms, public relations firms, contractors and other service providers with the Company.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

(A) CONSERVATION OF ENERGY: NOT APPLICABLE

(B) TECHNOLOGY ABSORPTION: NOT APPLICABLE

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign inflow	Nil
Foreign outflow	Nil

31. EXTRACT OF ANNUAL RETURN

Sections 92(3) read with 134(3)(a) of the Companies Act, 2013 require the company to place a copy of the Annual Return on its website and disclose the link thereof in the Directors Report.

As required under the provisions of Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual Return for the FY 25-26 shall be placed on the Companys website https://www.mivenmachinetools.com/page/Investor-Relations , soon on filing the same with the regulator.

32. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

3.3. BOARD EVALUATION

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: 0

No. of complaints disposed of: 0

No. of complaints pending for more than ninety days: 0

No. of complaints unsolved: 0

35. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company during the financial year ended 31/03/2026, as the Company does not fall within the

thresholds specified under the Act in terms of employee strength or nature of establishment.

36. CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs 10 crore and the net worth is less than Rs. 25 crores, the Company is exempted under the provisions of corporate governance as specified in Regulations 17 to 28 of the SEIM (Listing Obligations and Disclosure Requirements) Regulations, 2015. In view of the same, details relating to compliance with the provisions of Corporate Governance have not been furnished in this Report.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

3S. ACKNOWLEDGEMENTS

Your directors thank the Companys customers, vendors, dealers, agents, consultants and the sponsors for their continued support during the year and look forward to continued support from all its partners, customers, vendors, consultants and partners in the years to come.

Your directors also wish to place on record their deep appreciation to employees at all levels for their hard work, solidarity, cooperation and support, as they are instrumental in your Company scaling new heights, year after year.