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Edvenswa Enterprises Ltd Auditor Reports

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Oct 31, 2025|12:00:00 AM

Edvenswa Enterprises Ltd Share Price Auditors Report

The Members

EDVENSWA ENTERPRISES LIMITED

(Formerly KLK ELECTRICAL LIMITED)

Report on the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of EDVENSWA ENTERPRISES LIMITED (Formerly KLK ELECTRICAL LIMITED) ( the Company ), which comprise the Balance Sheet as at 31 st March, 2025, Statement of Profit & Loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information 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 including the Ind AS,

a) in the case of Balance Sheet of the State of affairs of the Company as at 31st March, 2025; and

b) In the case of Statement of Profit & Loss (including other comprehensive Income), of the Profit for the year ended on that date.

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

d) In the case of Statement of Changes in Equity for the year ended on that date.

Basis for Opinion

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 Standalone Ind AS 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 Standalone Ind AS 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.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report :

Management s Responsibility for the Standalone Ind AS 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 Standalone 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 Standalone Ind AS Financial Statements, management 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 management 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.

Auditor s Responsibility for the Audit of Standalone Ind AS Financial Statements

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act, the Indian accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor s Report) Order, 2020 issued by the Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we enclose in the Annexure A , hereto a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act, we further report that :

i) 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.

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

iii) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

iv) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

v) On the basis of the written representations received from the Directors as on 31 st March, 2025 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 st March, 2025 from being appointed as a Director in terms of Section 164 (2) of the Act.

vi) 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 .

vii) 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, in our opinion and to the best of our information and according to the explanations given to us :

a) Provision relating to Impact of pending litigations on its financial position in its Financial Statements NIL ;

b) Provision relating to Material Foreseeable Losses on Long-Term Contracts Not Applicable. The company neither entered into any derivative contract during the year nor have any outstanding derivative contract at the year end.

c) The provision relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the company during the year.

d) Based on our 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 various matters mentioned in Disclosures of other Statutory Information annexed to the Notes to accounts, contain any material mis-statement.

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) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 Based on our examination, which included test checks, we state that the accounting software used for maintaining books of account does not have a feature of recording audit trail (edit log) facility for the Financial year 2024-25.

For VENUGOPAL & CHENOY Chartered Accountants Firm Regn. No.

P.V. SRIHARI Partner M. No.: 021961 Date : 30-05-2025

UDIN : 25021961BMNPRA9075

ANNEXURE - A to the Auditor s Report

Statement referred to in our report of even date to the members of EDVENSWA ENTERPRISES LIMITED (Formerly KLK ELECTRICAL LIMITED ) on the Standalone Ind AS Financial Statements for the year ended 31 st March, 2025 :

(i) With respect to its Property, Plant and Equipment :

a) i) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment which needs to be updated.

ii) The Company has Intangible Assets comprising of Technical Know How Fees paid during FY 2001-02 / 2002-03 to M/s. Elin Union, Austria for manufacture of Isolators and Loan Back Switches, pursuant to a Foreign Collaboration Agreement. We are informed that this Agreement has since lapsed. The Company had Impaired the Technical Know How Fees of Rs. 55,62,573/- during the year.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Property, Plant and Equipment have physically verified by the management, at random, during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company does not hold any immovable properties.

d) The Company has not revalued its Property, Plant and Equipment or Intangible Assets during the year.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) The company does not have any inventories. Hence, the clause 3(ii) of the said Order is not applicable to the company.

(iii) The company has not granted any loans / provided any Guarantees, secured or unsecured to companies, firms, LLP s or other parties. The company has made an Investment of Rs. 1500.00 Lacs in FY 2021-22 in Edvenswa Tech Inc., USA (a 100 % subsidiary). Further investments were made in FY 2023-24 and the total investment in Edvenswa Tech Inc., USA (100 % subsidiary) is Rs. 3311.27 Lacs.

During the FY 2024-25, the company had made Investment of Rs. 3723.64 Las in Omni Networks Inc., USA (a 100 % subsidiary) by way of swap of shares.

(iv) In our opinion and according to the information and explanations given to us, company has complied with the provisions of section 185 and Section 186 of Companies Act, 2013, wherever applicable.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) The Central Government has not prescribed maintenance of Cost Records under sub section (1) of section 148 of the Companies Act, 2013.

(vii) With respect to Statutory Dues :

a) According to the information and explanations given to us, and the records of the company examined by us, the company is generally regular in depositing the undisputed Statutory Dues including the Income Tax, GST, Duty of Customs, Cess or other material statutory dues as applicable to it, with the appropriate authorities and there were no undisputed statutory dues outstanding as at 31-03-2025 for a period exceeding six months from the date they became payable. We are informed that the provisions of Employees Provident Fund and Employees State Insurance Acts are not yet applicable to the Company.

b) According to the information and explanations given to us, and the records examined by us, the company is not having any disputed liabilities relating to statutory dues as mentioned in clause (a) above as at the year end.

(viii) On the basis of our examination of records and according to the information and explanations given to us, the Company does not have any transactions which are referred to in clause 3(viii) of the said Order.

(ix) According to the information and explanations given to us and the records examined by us, the company has not availed any loans or other borrowings from banks / financial institutions. Hence, the provisions of clause 3(ix) of the said Order are not applicable.

(x) (a) On the basis of our examination of records and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer / further public offer (including debt instruments) during the year. The company had raised an amount of Rs. 2679.58 Lacs by way of Rights Issue during the FY 2024-25.

During FY 2024-25, an amount of Rs. 1025.47 was utilised for the purposes for which they were raised. As on 31-03-2025, the unutilised amount was Rs. 1654.11 Lacs.

(b) During the FY 2024-25, the company had allotted 58,20,000 Equity Shares of Rs. 10/- each at the premium of Rs. 53.98 on a Preferential basis total amount Rs. 3723.64 Lacs to the Promoters of Omni Networks Inc., USA by way of swap of shares. By virtue of this preferential allotment of shares, Omni Networks Inc., USA had become a 100 % subsidiary of Edvenswa enterprises Limited.

(xi) In our opinion and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers / employees has been noticed or reported during the year that causes the Standalone Ind AS Financial Statements to be materially misstated.

(xii) The Company is not a Nidhi Company. Therefore, clause 3(xii) of the said order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on or examination of the records of the Company, the company is in the process of setting up an internal audit system commensurate with the size and nature of its business.

(xv) On the basis of our examination of records and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them during the year under the provisions of section 192 of the Act. Therefore, clause 3(xv) of the said order is not applicable to the Company.

(xvi) On the basis of our examination of records and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(xvii) The Company has not incurred cash losses during the in the Financial Year 2024-25 and in the immediately preceding Financial year 2023-24.

(xviii) There has been a change in the Statutory Auditors during the year as the term of the earlier Statutory Auditors was completed and there were no issues, objections or concerns raised by the outgoing auditors.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) According to the information and explanations given to us and based on our examination of the records of the Company, the company does not have any other than ongoing projects and as such the provisions of clause 3(xx) (a) and (b) of the said order are not applicable to the Company.

(xxi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company does not have any subsidiary companies to which provisions of Companies (Auditor s Report) Order (CARO) is applicable. As such, the provisions of clause 3(xxi) of the said Order is not applicable to the Company.

For VENUGOPAL & CHENOY Chartered Accountants Firm Regn. No.

P.V. SRIHARI Partner M. No.: 021961 Date : 30-05-2025

UDIN : 25021961BMNPRA9075

ANNEXURE B TO THE INDEPENDENT AUDITOR S

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) :

We have audited the internal financial controls over financial reporting of EDVENSWA ENTERPRISES LIMITED (Formerly KLK ELECTRICAL LIMITED) ( the Company ) as of March 31, 2025 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls :

The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility :

Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting :

A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles.

A company s internal financial control over financial reporting includes those policies and procedures that : a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Ind As financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting:

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

Opinion

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

For VENUGOPAL & CHENOY Chartered Accountants Firm Regn. No.

P.V. SRIHARI Partner M. No.: 021961 Date : 30-05-2025

UDIN : 25021961BMNPRA9075

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