Auditor Report of Miven Machine Tools Ltd.

Mar 31, 2025

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 31^st, 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. -

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 31^st March, 2025.The company
has no tangible property, plant and equipment, no inventoiy 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.

2. We draw attention to Note 18(a) to the accompanying Standalone Ind
AS Financial Statements about Other Income.

3. 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.

4. 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 31^st March, 2024 appearing in the Standalone Ind AS
Financial Statements for the period ended on 31^st March, 2025. The
comparative financial information for the period ended on 31^st March,
2024 appearing in the Standalone Ind AS Financial Statements for the
period ended on 31^st 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
basis of these financial statements.

2. 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 _r elated

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;

2. 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;

3. 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.

4. 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.

5. On the basis of the written representations received from the directors

as on March 31^st, 2025 taken on record by the Board of Directors, none
of the directors is disqualified as on March 31^st, 2025 from being

appointed as a director in terms of Section 164(2) of the Act;

6. 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.

~........... ''......

7. 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.

8. 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 entitiesflntermediaries"), 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. R^Hanumantha Rao

Partner j

Memb. No:026990

Date:26.05.2025

UDIN:25026990BMISLD8024

Place: Hyderabad

---

Mar 31, 2024

To the Members of MIVEN MACHINE TOOLS LIMITED 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 31, 2024, 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 aforesaid 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 fair view In conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, 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:

1. No provision has been made in respect of interest payable on Inter Company Loans amounting to INR 5.63 Lakhs as indicated in Note: 25(G) 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 a like amount.

2. We have observed payments covered under Chapter XVIIB of the Income Tax Act, 1961 requiring deduction of tax at source which is not complied by the company. The company is exposed to penalty, interest and prosecution under the provisions of the Act which is not quantifiable at the moment.

3. The company has written back as liability no longer payable, an amount of INR 50.16 Lakhs, representing interest payable under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act]. 3y virtue of overriding effect as per Section 24 of MSMED Act, 2006 the interest dues are compulsorily payable. As a result of this write back, the Loss for the year and current liabilities are understated and Other Equity is overstated by INR 50.16 Lakhs.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities underthoseStandardsare 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

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 thereunder, 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 490.44 Lakhs as at 31⁵ March 2024.

The company has no tangible property, plant and equipment, no inventory and no employees on its rolls as on the reporting date 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(E)(2) to the accompanying Standalone Ind AS Financial Statements about the write back of superannuation dues payable to erstwhile managing director of the company based on negotiation with such party. The company is yet to receive a written confirmation from the erstwhile managing director.

2. We draw attention to Note 25(E)(1) and 25(F) to the accompanying Standalone Ind AS Financial Statements about write back of certain liabilities owed by the company.

3. We draw attention to Note 25(J) to the accompanying Standalone Ind AS Financial Statements regarding pending reconciliation of (a)goods and services tax returns with the books of accounts and (b) TDS credits as per books of accounts with Form 26AS.

4. We draw attention to Note 25(K) to the accompanying Standalone Ind AS Financial Statements regarding pending third party confirmations for Trade Payables, Trade Receivables and Inter-corporate loans.

5. We draw attention to Note 25(N)(iii)(b) to the accompanying Standalone Ind AS Financial

Statements regarding pending claims against the company which have not been__^

acknowledged as debt.

1C

Our opinion is not modified in respect of above matters

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. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

The Key Audit Matter	How the matter was addressed in our audit
Ind AS 115 - Revenue from Contract with Customers Revenue is one of the key determinants of operating results and is therefore susceptible to misstatement. Transfer of Control is a key assertion in the process of Revenue Recognition since an absence of transfer of control, it can result in material misstatement.	Our audit procedures regarding revenue recognition included testing controls involving dispatches/ deliveries, reconciliation of inventory completion of customer order formalities and substantive testing for cut-offs and analytical review procedures

Information Other Than The Standalone Financial Statements And Auditors 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 th‘S 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 delect 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 basis of these financial statements.

2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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. ?ocwr!

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;

2. 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;

3. 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.

4. In our opinion, the aforesaid standalone Ind ASfinancial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereunder.

5. On the basis of the written representations received from the directors as on March 31,

2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164(2) of the Act; _

6. 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 Report in “Annexure B''\ Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

7. 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.

8. 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(N)(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 as referred in Note 25(G)(ix)(c) of the Standalone Ind AS Financial Statements.

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 it’s 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 it’s 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 not used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. Additionally, since the books of account does not have a feature of recording audit trail (edit log), the audit trail is not preserved by the company as per the statutory requirements for record retention.

For Rao Associates

Chartered Accountants

FIRM NO: ^QQ3Q8QS^^^^^

G Sudhindra *--*

Partner

M. No. 026171

Bangalore

Dated: May 29,2024

UDIN: 24026171BKHAOD8783

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Mar 31, 2014

We have audited the attached Balance Sheet of Miven Machine Tools Limited ("the Company"), Hubli as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the period ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor''s responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Qualified Opinion :

We have relied on the representation of the Company that the amount due from a customer as referred to in note 21 (iii) of Rs. 1,457,586/- is good of recovery and no provision is required in respect of the claims made by the customer of Rs.7,348,629/-. Pending completion of legal proceedings and in view of uncertainties involved, we are unable to form any opinion on the matter. Effect of any shortfall in provision for doubtful debts due to the above on the financial statements is not ascertainable.

Qualified Opinion ;

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis of Qualified Opinion paragraph, the said financial statements give the information as required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014

b. In the case of the Statement of Profit and Loss, of the loss for the year ended on that date, and

c. In the case of the cash flow statement, of the cash flows for the year ended on that date. Emphasis of Matter:

Attention of the members is invited to note 32 of the financial statement regarding reasons for preparing the financial statements of the Company on going concern basis, not with standing the fact that networth of the Company is completely eroded. The appropriateness of the said basis is interalia dependent on the Company''s ability to execute sale orders and the support of the Company''s bankers and the Holding Company. We have also relied on the representation of the Company in this respect.

Annexure Referred to in PARA 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of MIVEN MACHINE TOOLS LIMITED

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. These assets have been physically verified by the management as per programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification have been appropriately adjusted in the books of account.

c. In our opinion, there are no substantial disposal of fixed assets during the year and hence clause 4(i)(c) of the Order is not applicable.

2. a) Inventories other than those lying with the third parties have been physically verified during the year by the management. In our opinion, the frequency of the verification is reasonable.

b) The procedures of physical verification of inventories, followed by the management are reasonable and adequate in relation to the size of the Company and the nature, of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory in respect of raw materials and components, finished goods and material lying with the third parties. Work in progress at the factory is as per the physical inventory. Material lying with third parties amounting to Rs.510,678/- included in raw materials and components are subject to confirmation. The discrepancies noticed on verification between physical stocks and book records other than work in progress at the factory were not material. Discrepancies in respect of work in progress, if any, are not ascertainable.

3. a) The Company has taken loans from a Director of the Company Rs.3,775,000/-, its holding Company Rs.9,308,841/-and Companies in which Directors are interested Rs.34,270,128/-. The terms and Conditions of such loans are prima facie, not prejudicial to the interest of the Company. The maximum amount due and outstanding at the end the year from all the parties was Rs.47,353,969/-. There are no stipulations for repayment of the above loan and there is no interest obligation on loan from directors and certain companies in which directors are interested. However, there were delays in repayment of interest to parties stated above for certain months and were in arrears to an extent of Rs.5,313,369 as at March 31,2014.

b. The Company has not granted any loans to companies covered in the register maintained under section 301 of the Act hence clause 4 (iii) (a) to (d) of the Order is not applicable

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to sale of goods & services, purchase of goods and fixed assets during the year. We have not observed any, continuing failure on the part of the Company to correct major weakness in internal control.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered during the year, into the register maintained under section 301 of the Act have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of rupees five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However, these materials are customised to the requirements of the Company and there are no similar transactions with third parties to confirm the same.

6. The Company has not accepted any deposits from the public during the year as referred to in sections 58A & 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975, hence clause 4 (vi) of the Order is not applicable.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of the business.

8. We have broadly reviewed the Cost Records maintained by the Company as prescribed by the Central Government under clause (d) of sub section (1) of 209 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not made a detailed examination to ensure their accuracy or completeness.

9. a. According to the information and explanation given to us there were delays in depositing with appropriate authorities undisputed statutory dues relating to Employee Provident Fund, Employees'' State Insurance, Income Tax deducted at Source and Property Tax. However, there were no material delays in remittance of value added tax, Excise duty, Service tax, Customs duty, sales tax or other applicable statutory dues of material value. According to the information and explanations'' given to us, remittances to Investor Education and Protection Fund and Wealth Tax are not applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Provident Fund, Investor Protection Fund, Employees State Insurance, Customs Duty, Excise Duty, Service Tax, Cess or other statutory dues of material value were in arrears, as at March 31, 2014 for a period of more than six months from the date on which they became payable except for interest on fringe benefit tax for the assessment year 2008 - 09 amounting to Rs.51,467/-.

c. According to the information and explanation given to us there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. As detailed in Note 21 (v) of the financial statements property tax and penalty relating to prior years amounting to. Rs.25,128,186/- has not been provided or deposited pending finalisation of the matter.

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has incurred cash losses of Rs. 15,038,290 /- in respect of year under report and Rs.11,178,000/- in respect of the preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment instalment of Rs.1,197,697 on term loan and interest of Rs.587,628 for the month of February and March 2014 to a bank. The Company has not taken any loans from financial institutions or issued any debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence clause 4 (xii) of the Order is not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order is not applicable to the Company.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions and hence clause 4(xv) of the Order is not applicable.

16. According to the information and explanations given to us and in our opinion, the term loan taken from the bank during the year was utilised for the purpose for which the same was taken.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows of the Company, we report that funds raised on short-term basis have been used for long term investment during the year to an extent of Rs.26,234,093/-.

18. According to the information and explanations given to us, the Company has not issued any capital during the year. Accordingly paragraph 4(xviii) of the Order is not applicable.

19. According to the information and explanations given to us, there are no debentures issued by the Company and hence clause 4(xix) of the Order, regarding creation of securities is not applicable.

20. The Company has not made any public issue during the year and hence clause 4(xx) of the Order regarding end use of money is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company during the year has been noticed or reported during the course of our audit.

For B.K. Ramadhyani & Co Chartered Accountants Firm Registration No. 002878 S

C.A, C. R. DEEPAK Partner Membership No. 215398

Date: May 29th, 2014 Place: Pune

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Miven Machine Tools Limited ("the Company"), Hubli as at March 31, 2012, the Statement of Profit & Loss and Cash Flow Statement for the year, ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended, ("The Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ("the Act"), we enclose in the Annexure to the best of our knowledge and belief, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. a) We have relied on the representation of the Company

that the amount due from a customer as referred to in note 20 (iii) of Rs. 1,457,586 is good of recovery and no provision is required in respect of the claims made by the customer of Rs. 7,348,629. Pending completion of legal proceedings and in view of uncertainties involved, we are unable to form any opinion on the matter. Effect of any shortfall in provision for doubtful debts due to the above on the financial statements is not ascertainable.

b) Without qualifying our report attention of the members is invited to note 31 of the financial statement regarding reasons for preparing the financial statements of the Company on going concern basis, notwithstanding the fact that its networth of the Company is completely eroded. The appropriateness of the said basis is interalia dependent on the Company's ability to execute sale orders and the support of the Company's bankers and the Holding Company. We have also relied on the representation of the Company in this respect.

5. Further to our comments in the annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and statement of Profit and Loss, dealt with by this report comply in all material aspects of the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Act.

e) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us the said accounts read with notes give the information as required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2012;

ii) In the case of the Statement of Profit & Loss, the loss for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(As referred to in Para 3 of our Report to the Members of Miven Machine Tools Limited, Hubli)

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) These assets have been physically verified by the management as per programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification have been appropriately adjusted in the books of account.

c) In our opinion, there are no substantial disposal of fixed assets during the year and hence clause 4(i)(c) of the Order is not applicable.

2. a) Inventories other than those lying with the third parties have been physically verified during the year by the management. In our opinion, the frequency of the verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory in respect of raw materials and components, finished goods and material lying with the third parties. Work in progress at the factory are as per the physical inventory. Material lying with third parties amounting to Rs. 443,063 included in raw materials and of components are subject to confirmation. The discrepancies noticed on verification between physical stocks and book records other than work in progress at the factory were not material. Discrepancies in respect of work in progress, if any, are not ascertainable.

3. a) In our opinion the rate of interest and other terms and conditions on which loan of Rs. 93,08,841 from its holding Company, Rs. 35,00,000 from a director and Rs. 40,00,000 from certain companies in which directors are interested, covered in the register maintained under section 301 of the act. and outstanding as at March 31, 2012 are not, prima facie prejudicial to the interest of the Company. There are no stipulations for repayment of the above loan and there is no interest obligation on loan from directors and certain companies in which directors are interested. However, there were delays in repayment of interest to Holding Companies for certain months and were in arrears to an extent of Rs.1,852,086 as at March 31, 2012.

b) The Company has not granted any loans to companies covered in the register maintained under section 301 of the Act. hence clause 4(iii)(a) to (d) the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to sale of services, purchase of fixed assets and sale of fixed assets during the year. There were no purchase and sale of inventory during the year. We have not observed any continuing failure on the part of the Company to correct major weakness in internal control.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered during the year into the register maintained under section 301 of the Act. have been so entered.

b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act. and exceeding the value of rupees five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However, these materials are customised to the requirements of the Company and there are no similar transactions with third parties to confirm the same.

6. The Company has not accepted any deposits from the public during the year as referred to in sections 58A & 58AA of the Act. hence clause 4(vi) of the Order is not applicable.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of the business.

8. We have broadly reviewed the Cost Records maintained by the Company as prescribed by the Central Government under clause (d) of sub section (1) of 209 of the Act. and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not made a detailed examination to ensure their accuracy or completeness.

9. a) According to the information and explanation given

to us there were delays in depositing with approprivate authorities undisputed statutory dues relating to Employee Provident Fund, Employees' State Insurance, Income Tax deducted at Source, and Property Tax. However, there were no material delay in remittance of Value Added Tax, Excise Duty, Service Tax, Customs Duty, Sales Tax or other applicable statutory dues of material value. According to the information and explanations given to us, remittances to Investor Education and Protection Fund, Wealth Tax are not applicable.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Provident Fund, Investor Protection Fund, Employees State Insurance, Customs Duty, Excise Duty, Service Tax, Cess or other statutory dues of material value were in arrears, as at March 31, 2012 for a period of more than six months from the date on which they became payable except for Fringe Benefit Tax of Rs. 2,16,976/- and property tax payable to local authorities, amounting to Rs. 3,17,972 has not been remitted as referred in note 20 (v) of the financial statements.

c) According to the information and explanation given to us there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. As detailed in Note 20 (v) of the financial statements property tax and penalty relating to prior years amounting to Rs. 2,11,79,774 has not been provided or deposited pending finalisation of the matter.

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has incurred cash losses of Rs. 73,27,359 in respect of year under report and Rs. 58,63,980 in respect of the preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of term loan to a bank. There are no loans from financial institutions or debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence clause 4(xii) of the Order is not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order is not applicable to the Company.

15. The Company has not given guarantees for loans taken by others from banks or financial institutions and hence clause 4(xv) of the Order is not applicable.

16. According to the information and explanations given to us and in our opinion, the term loan taken from the bank during the year was utilised for the purpose for which the same was taken.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flows of the Company, we report that funds raised on short-term basis have been used for long term investment during the year to an extent of Rs. 1,10,58,912.

18. According to the information and explanations given to us, the Company has not issued any capital during the year. Accordingly paragraph 4(xviii) of the Order is not applicable.

19. According to the information and explanations given to us, there are no debentures issued by the Company and hence clause 4(xix) of the Order, regarding creation of securities is not applicable.

20. The Company has not made any public issue during the year and hence clause 4(xx) of the Order regarding end use of money is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company during the year has been noticed or reported during the course of our audit.

For B. K. Ramadhyani & Co. Chartered Accountants Firm Registration No. 002878 S

C. R. DEEPAK Partner Membership No. 215398

B.K. Ramadhyani & Co., Chartered Accountants 4B, Chitrapur Bhavan, 8th Main, 15th Cross, Malleshwaram, Bangalore-560 055.

Place : PUNE Date : 13th August, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Miven Machine Tools, Limited, Hubli as at 31st March 2010, the Profit and Loss Account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as | evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 ("the order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. a. We have relied on the representation of the Management that the amount due from a-customer referred to in note 1(c) of Schedule R of Rs. 14.58 lakhs are good of recovery and no provision is required in respect of claims made by the customer of Rs.73.49 lakhs. Pending completion of legal proceedings and in view of uncertainties involved, we are unable to form any opinion on the matter. Effect of any shortfall in provision for doubtful debts due to the above on the financial statements is not ascertainable.

b. Without qualifying our report attention of the members is invited to Note number 3 of Schedule R regarding reasons for preparing the financial statements of the company on going concern basis, notwithstanding the fact that its networth is completely eroded. The appropriateness of the said basis is interalia dependent on the Companys ability to execute sale orders and the support of. the companys Bankers and the Holding Company. We have also relied on the representation of the Company in this respect.

c. Without qualifying our report we draw attention to Note 6 of Schedule R regarding purchases to an extent of Rs. 477,108 for the year under report and , cumulatively Rs. 627,773 and Sales to an extent of Rs. 3,240,553 and cumulatively Rs. 47,12,227 from a company in which a director is interested is subject to the approval of Central Government under section 297 of the Companies Act, 1956.

5. Further to our comments in the Annexure refferred to above, we report that:

a. We have obtained all the information and explanations, -which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears, from our examination of those books.

c. The Balance Sheet, Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of account. "

d. In our opinion, the Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report comply in all material aspect with the accounting standards referred to in sub-section (3C) of section 211 Of the Companies Act, 1956.

e. On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the board of directors, we .report that none of the directors is disqualified as on 31 st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the notes give the information required by the Companies Act, 1956, in the manner so required and subject to para 4(a) above, give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of the balance sheet, of the state of affairs of the Company as at 31.3.2010; and

ii. In the case of the profit and loss account, of the loss for the year ended on that date.

iii, In the case of cash flow statement, of the cash flows for the year ended on that date

ANNEXURE TO AUDITORS REPORT (As referred to in para 3 of our report to the Members of Miven Machine Tools Ltd., Hubli)

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management during the year as per the programme of varification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. During the year, there has been no sale/disposal of fixed assets, therefore para 4(1 )(c) of the Order is not applicable.

2. a. Inventories other than those lying with third parties have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory in respect of Raw materials and Components, Finished Goods and material with third parties. Work in Progress at the factory is as per physical inventory. Material with third parties included in Raw material and Components are subject to confirmation to an extent "of Rs.2.77 lakhs. The discrepancies noticed on verification between the physical stocks and book records other than work-in-progress at the factory were not material. Discrepancies in respect of work in progress are not ascertainable.

3. a. To the best of our knowledge, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, sub clauses (b), (c) and (d) of the order are not applicable.

b. In our opinion, the rate of interest and other terms and conditions on which loan of Rs.93.87 Lakhs, including 34.87 lakhs taken during the year, from the holding Company, a party covered in the register maintained under Secion 301 of the Companies Act, 1956 and outstanding as at the balance sheet date are not, prima facie, prejudicial to the interests of the company. There are no stipulation for repayment of loan, however there were delay/s in payment of interest in certian months and was in arrears to the extent of Rs. 2.11 lakhs as at the end of the year.

4. In our opinion and according to the informatbh and explanations given to us, there are adequate internal control procedures commensurate v. in the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been, so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However, these materials are customised to the requirements of the Company and there are no similar transactions with third parties to confirm the same.

6. The Company has not accepted any deposits from public, hence in our opinion, the provisions of Section 58A and 58AA arid the Companies Act, 1956 and the Rules made there under are not applicable. Accordingly, provisions of paragraph (vi) are not applicable.

7. In our opinion, the Company has an internal, audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the rules made by the Central Governrrient for the maintenance of cost records under clause (d) of subsection (1) of Sec.209 of Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records to determine whether they are accurate or complete.

9. a. According to the information and explanation given to us there are delays in some months in depositing with appropriate authorities undisputed statutory dues relating to Employee Provident Fund, Employees State Insurance, Income Tax deducted at Source, Service Tax and Property Tax. However, there were no material delay in remittance of value added tax, Excise duty & sales tax or other applicable statutory dues of material value. According to the information and explanations given to us, remittances to Investor Education and Protection Fund, Customs duty and Wealth Tax ar$ not applicable. To the best of our knowledge and according to the Company, Cess payable under Section 441A of the Companies Act, 1956 has not been notified, consequently the company has neither provided nor paid the same.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of jncome Tax, Wealth Tax, Service Tax, Sales Tax, Provident Fund, Investor Protection Fund, Employees State Insurance, Customs Duty, Excise Duty, Service Tax, Cess or other statutory dues of material value were in arrears, as at 31.3.2010 for a period of more than six months from the date on which they became payable. However Property Tax payable to Local Authorities, amounting to Rs. 3.18 Lakhs has not been remitted as referred to in Note 1 (e), Schedule. R of the accounts.

c. According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute. As detailed in note 1 (e) of schedule R property tax and penalty relating to prior years amounting to Rs. 1,69,87,774/- has not been provided or deposited pending finalisation of the matter.

10. In our opinion, the accumulated losses of the Company are more than fifty percent of its net worth. The Company has incurred cash losses of Rs.78.72 lakhs in respect of year under report and Rs. 74.85 lakhs in respect of the proceeding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of term loan to a bank. There are no loans from financial institutions or debentures.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or. a nidhi/mutual benefit fund/society. Therefore, the provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

14. fn our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us and in our opinion, the term loan taken from the bank during the year was utilised for the purpose for which the sam6 was taken. Therefore, the provisions of paragraph 4(xvi) of the Order are not applicable to the comopany.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flows of the Company, we report that funds raised on short-term basis have not been used for long term investment during the year.

18. The Company has not made any issue of capital during the year and hence provision of paragraph 4(xviii) of the Order regarding preferential allotment are not applicable.

19. According to the information and explanations given to us, there are no debentures issued by the company and hence provisions of paragraph 4(xix) of the Order regarding creation of securities are not applicable,

20. There were no public issues during the year and hence provisions of paragraph 4(xx) of the Order regarding end use of money are not applicable.

21. According to the information and explanations given to us, no fraud on or by the company during,, the year has been noticed or reported during the course of our audit.

For B. K. Ramadhyani & Co.,

Chartered Accountants

B.K.Ramadhyani & Co., Firm Reg. No.002878S

Chartered Accountants (C.R.KRISHNA)

4B, Chitrapur Bhavan, Partner

8th Main, 15th Cross, Membership No.27990

Malleswaram, Place: Hubli

BANGALORE - 560 055 Date: 6th August 2010