Edvenswa Enterprises Ltd Directors Report

To

The Members,

Edvenswa Enterprises Limited,

Your directors have pleasure in presenting the 45^th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended ^t March 31, 2026

1. Summary of Financial Results:

The standalone and consolidated financial results for the period ended March 31, 2026 are given below:

(Amount in Lakhs, unless otherwise stated)

	Standalone		Consolidated
Particulars	2025-2026	2024-2025	2025-2026	2024-2025
Revenue of Operations	262.10	472.29	13329.1	11946.6
Other income	69.70	50.96	69.76	57.93
Total Revenue	331.79	523.75	13398.86	12004.53
Profit/ (Loss) before Exceptional item, depreciation, interest & Tax (PBDIT)	83.58	182.75	554.47	1523.07
Interest & other financial expenses	0	0	0	60.98
Profit/(Loss) before depreciation & Tax (PBDT)	83.58	121.78	554.47	1462.09
Tax Expenses- Current & Deferred	24.23	31.12	-227.05	335.84
Profit/ (Loss) after Tax (PAT)	59.35	90.12	831.52	1126.24
Other Comprehensive Income	-4.75	-0.20	535.39	-3.55
Total Comprehensive Income/ (Loss) for the	54.60	89.92	1366.91	1124.97
period
Earnings per share-Basic	0.20	0.38	2.85	4.48
Diluted	0.20	0.31	2.85	3.85

2. Overview & state of the company s affairs:

On Standalone Basis:

During the financial year 2024-25, the Company achieved a Revenue from Operations of 262.10 lakhs as compared to 472.29 lakhs in the previous financial year, reflecting a significant growth.

The Total Revenue stood at 331.79 lakhs as against 523.75 lakhs in 2025-2026 The Profit before Depreciation and Tax (PBDT) is 83.58 lakhs as compared to 121.78 lakhs in the previous year.

After accounting for tax expenses of 24.23 lakhs (PY: 31.12 lakhs), the Company posted a Profit After Tax (PAT) of 59.35 lakhs, over the previous year s PAT of 90.12

On Consolidated Basis:

On a consolidated level, the Group reported a Revenue from Operations of 13329.1 lakhs as compared to

11946.6 lakhs in 2024-25. The Total Revenue grew to 13398.86 lakhs from 12004.53 lakhs in the previous year, representing strong top-line growth.

The Profit before Depreciation and Tax (PBDT) was 554.47lakhs against 1462.09 lakhs in 2024-25. After providing for Tax Expenses of -227.05 lakhs (PY: 335.84 lakhs), the Profit After Tax (PAT) stood at 831.52lakhs, as compared to 1126.24 lakhs in the previous year.

The Total Comprehensive Income for the year was 1366.91lakhs, higher than 1124.47lakhs in 2025-26. The Basic Earnings per Share (EPS) improved to 2.85 compared to 4.48 in the previous year, while Diluted EPS stood at 3.85.

Dividend:

Your directors have not recommended the dividend for the year under review , in order to strengthen the long term resources of the Company.

3. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

4. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

5. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended March, 31, 2026.

6. Share Capital:

Authorized Capital of the company:

The authorized Share Capital of the Company as at March 31, 2026 stood at 35,00,00,000/- (Rupees Thirty-Five Crores only), comprising 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of 10/- (Rupees Ten only) each

There was no change in the authorized Share Capital of the Company during the financial year 2025-26 .

Paid-up Share Capital

The Paid-up Equity Share Capital of the Company as at March 31, 2026 stood at 29,21,59,650/- (Rupees Twenty-Nine Crores Twenty-One Lakhs Fifty-Nine Thousand Six Hundred and Fifty only), comprising 2,92,15,965 Equity Shares of 10/- each

7. Revision of financial statements:

There was no revision of the financial statements for the year under review.

8. Change in the nature of business, if any:

There has been no change in the nature of the Company during the year under review.

9. Public Deposits:

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 ( the Act ) read with the Companies (Acceptance of Deposits) Rules, 2014.

10. Subsidiaries, Associate companies and Joint Ventures:

As on March 31, 2026, the Company has Subsidiary by name Edvenswa Tech Inc. However, Selotsoft, has become a step-down subsidiary of Edvenswa Tech Inc with effect from December 1,2022.

Your Company through of a swap of shares, and pursuant to allotment made on June 11, 2024 acquired Omni Networks INC pursuant to which Omni Networks Inc became Wholly Owned Subsidary of Edvenswa Enterprises Limited.

The Company, on August 14, 2025, informed about the proposal to acquire 51% of the paid-up equity share capital of Strategemist Global Private Limited ( Strategemist ).

Strategemist Global Private Limited was incorporated on February 25, 2025. The details of its capital structure and turnover are as follows:

- Authorized Share Capital: 1,00,000/- (Rupees One Lakh only)

- Paid-up Share Capital: 1,00,000/- (Rupees One Lakh only)

- Turnover: Not Applicable, as the Company was incorporated on February 25, 2025.

Pursuant to the acquisition of 51% of the paid-up equity share capital of Strategemist Global Private Limited, became a subsidiary of the Company.

Pursuant to Provisions of Section 129 of the Companies Act 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statements of the Company s Subsidiaries in the form AOC -1 is annexed (Annexure-1) to this report.

11. Companies which have become or ceased to be subsidiaries:

The Company, on August 14, 2025, informed about the proposal to acquire 51% of the paid-up equity share capital of Strategemist Global Private Limited ( Strategemist ).

Pursuant to the acquisition of 51% of the paid-up equity share capital of Strategemist Global Private Limited, became a subsidiary of the Company.

12. Statutory Auditors:

M/s Venugopal & Chenoy, Chartered Accountants (Firm Registration Number: 004671S) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 43rd Annual General Meeting (AGM) held on September 30, 2024 till the conclusion of the 48th Annual General Meeting (AGM) of the Company to be held in the year 2029.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Report of the Statutory Auditors for the year ended 31st March, 2026 forming part of the Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud, under sub-section (12) of section 143 other than those which are reportable to the Central Government, to the Audit Committee of the Company in the year under review.

13. Secretarial Auditors:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. B S S & Associates, Company Secretaries as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ended March 31, 2026. The report of the Secretarial Auditor is attached as Annexure-2.

Management Reply: We hereby inform you that the Company has tried many times to contact Mr. Karthik L, a member of the promoter group, for the dematerialization of his 400 equity shares in the company, and letters were sent to the last available address. Despite several communications, the Company has not received any supporting documents or any response from the promoter concerned. Except Pan no other detail is available with the company.

14. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings , respectively.

15. Internal Auditor:

Pursuant to the provisions of the Section 138 of the Act and based on the recommendations of the Audit committee the Board of Directors at the meeting held on May 28,2025 has appointed ERR and Associates as Internal auditors of the Company for the Financial Year 2025-2026.

16. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

17. Annual Return:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, is hosted on the website of the Company at https://www.edvenswa.com/#/annualreports

18. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company s operations in future.

19. Particulars of Loans and Guarantee given, Security provided and Investment made:

As required under Section 186(4), Your Directors report includes particulars of Loans, Guarantees Given and Security provided and Investment made in detail in the notes to the Financial Statements.

20. Related Party Transactions:

During the year under review, the Company had not entered in to any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. All the related party transactions during the year are in the ordinary course of business and on arm s length basis.

Transactions with the Related Parties as required under Indian Accounting Standard- 24 are disclosed in Note 22 of the Standalone Financial Statements forming part of this Annual Report

21. Directors and Key Managerial Personnel:

As on March 31, 2026, the Company has four directors: one Executive Director and three Independent Directors, including one woman director.

Shri Uppuluri Sreenivasa Sreekanth - Chairman and Managing Director Smt N.Srinvani - Independent Director Shri G.Jyachand Independent Director Shri A.Ravikanth Independent Director Mr. U. Krishna Murthy - Chief Financial Officer Ms. Hima Bindu D - Company Secretary and Compliance Officer

Based on the confirmations received from all the directors, none of the directors are disqualified from appointment under Section 164 of the Companies Act 2013.

The Company is well supported by the knowledge and experience of its Directors and Executives. In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Uppuluri Sreenivasa Sreekanth, Executive Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment.

22. Declaration of Independent Directors:

The Company has received declarations from all the Independent Director(s) of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Director(s) of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Director(s) have also confirmed that they have complied with Schedule IV of the Act and the Company s Code of Conduct.

In terms of Schedule IV of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent Director(s) have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Director(s) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

23. Statement regarding opinion of the Board with regard to integrity, expertise and experience

(including the proficiency) of the independent directors appointed during the year:

The Board confirms that the Independent Director(s) appointed during the year are proficient and have relevant expertise in their respective fields. Independent director s familiarization programmes:

The Company has a structured Familiarization framework for its directors. It takes due steps for familiarizing the

Independent Directors, including other directors with the Company s procedures and practices, by providing them the necessary documents, reports and internal policies. Through the Familiarization Program, the Independent Directors are briefed about their roles, responsibilities, duties, and obligations as a member of the Board and matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

The company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates.

All Independent Directors of the Company are familiarized with the operations and functioning of the Company at the time of their appointment followed by a management presentation and on an ongoing basis. The Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company s procedures and practices. Further, periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company including global business environment, business strategy and risks involved.

The newly appointed Directors are also informed about the Company s Vision, Core Purpose, Core Values and Business Operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Directors on various matters inter-alia covering the business strategies, budgets, review of Internal Audit, risk management framework, operations of subsidiary, management structure, management development, quarterly and financial results.

24. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation, in the specified manner, of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Compliance Committees.

The evaluation took into consideration the inputs received from the Directors, covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its Committees, Board culture, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, execution and performance of specific duties, obligations and governance the Company and its stakeholders.

25. Number of meetings of the Board:

During the financial year 2025-2026, 7 (Seven) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of the report.

26. Committees of the board:

The Company has three Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided in this Report.

27. Audit committee:

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company s financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

28. Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section(3) of section 178:

(a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

(b) The information required under Section 197(12) of the Companies Act, 2013 ( the Act ) read with Rule 5(2) & of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

29. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure 3.

30. Risk Management Policy:

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, Company has adopted a risk management policy to mitigate and manage risks including identification and evaluation, in the opinion of the Board.

31. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy: Your Company s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below: (Rs. in Lakhs)

	2025-26	2024-25
Foreign Exchange Earnings	472.79	165.94
Foreign Exchange Outgo	NIL	1,811.27

32. Internal Financial Control:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

33. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

34. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings , respectively.

35. Director s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2026 and of the profit and loss of the Company for the financial year ended March 31, 2026;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

36. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) read with schedule V, Part B of Listing Regulations with the stock exchange in India is annexed herewith as Annexure-4 to this report.

37. Corporate Governance Report:

In Compliance with the Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with Certificate from Practicing Company Secretary on its compliance informs Integral Part of Board Report Annexure-5.

38. Vigil mechanism/ whistle blower policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://edvenswa.com/docs/policies/Vigil%20Mechnism.pdf.

39. Non-executive directors compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

40. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

41. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

42. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

43. CEO/ CFO Certification:

Certification from the Managing Director on the financial statements u/r regulation 17 (8) of Listing Regulations for the year 2025-26 is annexed in this Annual Report.

44. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ( Insider Trading Code ) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ( UPSI ).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company www.edvenswa.com

45. Prevention of sexual harassment at workplace:

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 notified by the Government of India vide Gazette Notification dated 23rd April, 2013. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC), ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations.

Status of Complaints during the financial year 2025-26: a. Number of complaints of sexual harassment received during the year: Nil b. Number of complaints disposed of during the year: Not Applicable

c. Number of complaints pending as on end of the financial year and cases pending for more than ninety days: Not Applicable

d. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereofNot applicable.

46. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of this 45^th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

47. Event Based Disclosures:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

48. Disclosure of accounting treatment:

The Indian Accounting Standard (Ind-AS) notified under Section 133 of the Companies Act, 2013, read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued by the Ministry of Corporate Affairs and the applicable Accounting Standards/ Guidance Notes / Announcements issued by the Institute of Chartered Accountants of India as notified from time to time, have been followed in preparation of the financial statements of the company.

49. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.