To the Members
Kavveri Defence & Wireless Technologies Limited
(formerly Kavveri Telecom Products Limited)
Report on Audit of the Standalone Financial Statements Opinion
We have audited the accompanying Standalone financial statements of M/s. Kavveri Defence & Wireless Technologies Limited (formerly Kavveri Telecom Products Limited) ("the Company") which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including 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, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013, in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the act read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and profit, and its cash flows for the year ended on that date.
Basis of Qualified Opinion
i. Material uncertainty related to Going Concern: During the year the company has earned a net profit off544.86 lakhs during the year, resulting in a reduction of accumulated losses to W563.45 lakhs. The reported net profit includes the effect of write-back of loans payable, provisions, trade payables, and advances received, as well as the write-off of loans and advances and trade receivables. While there has been a significant decline in revenue over the past few years, the Company has received and executed a few orders during the current financial year. This is the first year in which the Company has recorded some operational activity; however, given the historical trend of declining revenues and accumulated losses, along with uncertainty regarding the future order pipeline and sustained operations, a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying standalone financial statements.
However, the management is of the view that, considering the positive trend in turnover amounting to f14 crores, ongoing recruitment of employees to enhance operational efficiency, infusion of funds through share capital for business development, and future sales orders in the pipeline, there is no
material uncertainty or significant doubt regarding the companys ability to continue as a going concern.
ii. In relation to carrying value of investments held by the company in its subsidiaries, which have been incurring losses and in some of these companies, net worth was fully or substantially eroded. Taking into account the management internal assessment and initiatives to be implemented to improve the profitability in the medium to long term, the management of the company is of the view that carrying value of investments are realizable at the value stated in the books. In the absence of fair valuation of these investments, we are unable to comment upon the carrying value and thus, we are unable to comment whether any provision for impairment in the value of investments is required in accordance with IND AS 36- Impairment of assets,
iii. The company has not reinstated the forex balances in respect of few receivables and payables including the related parties balances which is not in conformity with IND AS 21 - The effect of changes in foreign exchange rates, we are unable to comment the possible effects on the financial statements as the company does not have the details of the forex receivables and payables, further there are no balance confirmations available,
iv. The Company has not complied with the requirements of Ind AS 19 - Employee Benefits, the Company has not obtained an actuarial valuation of its defined benefit obligations towards gratuity and leave encashment as at the reporting date, nor has it recognized the liability based on such valuation. In the absence of such actuarial valuation and necessary provisioning, we are unable to determine the impact of the non-compliance on the standalone financial statements, including employee benefit expenses, total liabilities, and the resultant effect on profit or loss for the year.
However, management is of the view that as the companys employees have not yet completed one year of service and the gratuity if so provided would not exceed Rs.4 lakhs, the provision for the same has not been made in the books. Further for leave encashment its solely management discretion for leave encashment to be compensated in cash.
Emphasis of Matter
Without qualifying our opinion, we draw attention to the below
i. Margin Money Deposits : We draw attention to Note 3 in the financial statements, the company does not have any documentary evidence in respect of their claim on the margin money deposits held as on 31st March 2025 amounting to Rs., hence in our opinion the company is doubtful of recovering the money amounting to Rs.11.77 Lakhs. However, no provision have been made in the financial statements for the same.
ii. Other Current Assets : We draw attention to Note 9 in the financial statements, the company does not have any documentary evidence in respect their claim on the interest receivable from banks as on 31st March 2025, hence in our opinion the company is doubtful of recovering the money amounting to Rs.5.59 Lakhs. However, no provision have been made in the financial statements for the same.
iii. Trade Payable and Other Current Liabilities Confirmation : We draw attention to Note 16 & 17 in the financial statements, which describes the write-back of certain trade payables and other current liabilities. As disclosed in Note 16 & 17, during the current year, the company has recognized a reversal of previously recognized trade payables and other current liabilities due to their no longer being payable or refundable. The total value of trade payables and other current liabilities write-back during the financial year is Rs. 25.94 Lakhs.
Further, we draw attention to Note 16 & 17 in the financial statements, which describes the absence of confirmation of Trade Payable and other current liabilities as on 31st March 2025. However, the Company is in the process of obtaining the same. The total value of Trade Payable and other current liabilities as on 31st March 2025 is Rs.203.32 Lakhs and Rs.286.69 Lakhs respectively. In the absence of confirmations of Trade Payables and other current liabilities, we are unable to comment on the extent to which such balances are payable,
iv. Advances Received : In the absence of confirmations of advances received, we are unable to comment on the extent to which such balances are payable,
v. Overseas Investment Audit Report : In our opinion and according to the information and explanations given to us, the Company has not provided the audit reports of the group companies, hence we are unable to ascertain the details of the same.
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 Auditors 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.
Information other than the Financial Statements and Auditors Report thereon
The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Directors Report but does not include the financial statements and our auditors report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.
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.
Managements responsibility for the Financial Statements
The Companys 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 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 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 implementation and maintenance of 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Companys 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 companys financial reporting process.
Auditors Responsibility for the Audit of the Financial Statements
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 auditors 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.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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.
Obtain an understanding of internal control relevant to the audit 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 companys internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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 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 auditors 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
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure I" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph and Emphasis of matter paragraph above, 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, Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph and Emphasis of matter paragraph above, 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.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph and Emphasis of matter paragraph above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014,
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.
f) 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 II". Our report expresses a modified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditors 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 company has not paid/provided any managerial remuneration during the year under Audit.
h) With respect to the other matters to be included in the Auditors 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:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company has not entered into any long-term contracts including derivative contracts.
iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company (Refer Note No.17 to Financial Statements).
iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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 its knowledge and belief, other than as disclosed in the notes to the accounts, 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 (i) and (ii) contain any material mis-statement.
v. The company has not declared or paid any dividend during the year which is in contravention of the provisions of section 123 of the Companies Act, 2013.
vi. Based on our examination which included test checks, performed by us on the Company, except for the instances mentioned below, if any, have used accounting software for maintaining their respective books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of audit, we have not come across any instance of the audit trail feature being tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2025.
Annexure I referred to in paragraph [1] under Report on Other Legal and Regulatory Requirements of our report of even date
Annexure to the Independent Auditors Report of even date to the members of M/s. Kavveri Defence & Wireless Technologies Limited (formerly Kavveri Telecom Products Limited), on the financial statements for the year ended 31st March 2025.
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(i) In respect of Fixed Assets:
a) (A) The Company has not maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, Hence, we are unable to ascertain the details of quantity and situation of Property, Plant and Equipment.
(B) The Company has not maintained proper records showing full particulars of Intangible Assets.
b) The major Property, Plant and Equipment of the company have not been physically verified by the management at reasonable intervals during the year, however they are in the process of doing the physical verification in the current financial year. We are unable to comment on discrepancies that might be arising on such physical verification of PPE that are lying on all locations where physical verification could not be performed.
c) There is no immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), held by the Company and accordingly, the requirement to report on clause 3(i)(c) of the Order is not applicable to the Company.
d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2025 and accordingly, the requirement to report on clause 3(i)(d) of the Order is not applicable to the Company.
e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder and accordingly, the requirement to report on clause 3(i)(c) of the Order is not applicable to the Company.
(ii) In respect of Inventories:
a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is adequate.
b) The inventory has been physically verified during the year by the management. We are of the opinion that the procedures, its reasonableness, and adequacy is in commensurate with respect to the size and nature of the business.
c) The inventory has been physically verified during the year by the management, there are no material discrepancies noticed.
d) The company has not been sanctioned working capital limits in excess of five crore rupees (at any point of time during the year), in aggregate, from banks or financial institutions on the basis of security of current assets; quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company.
(iii) According to the information and explanation given to us, the Company has during the year, not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the provisions of clauses 3 (iii) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations given to us, the company in respect of loans, investments, guarantees and security, provisions of section 185 and 186 of companies act, 2013 have been complied with, except in the transaction of company making payment of 1214.65 lakhs to directors, however the said amount has been repaid back to the company as on 31st March 2 02 5, the amount being held as bank instruments on hand.
(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 and rules framed there under to the extent notified.
(vi) The Company is not in the business of sale of any goods or provision of such services as prescribed by the Central Government under section 148(1) of the Act. Accordingly, the requirement to report on clause 3 (vi) of the Order is not applicable to the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees state insurance, income- tax, sales-tax, goods and services tax, service tax, value added tax, cess and any other statutory dues applicable are not regularly in deposited by the Company with the appropriate authorities in India,
(b) There were no disputed amounts payable in respect of Provident Fund, Professional Tax and TDS dues in arrears as at 31st March 2025 for a period of more than 6 months from the date they became payable:
According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, and cess were in arrears as at the balance sheet date for a period of more than six months from the date they became payable apart from amounts mentioned above.
However, in respect of Tax deducted at source, Provident Fund, Sales Tax, Goods and Service Tax and Profession Tax, the company has dues payable for more than 6 months outstanding as on the date of balance sheet, the details of the same are as under:
| Particulars | FY 2024-25 | FY 2023-24 |
| Tax Deducted at Source (Year wise breakup is not available) | 1,60,61,696 | 1,60,70,295 |
| Provident Fund | - | 2,78,752 |
| Central Sales Tax (FY 2010-11) | 53,69,004 | 55,59,004 |
| Goods and Service Tax | 1,32,300 | - |
| Professional Tax | 32,150 | 32,150 |
| Total | 2,15,95,150 | 2,19,40,201 |
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and CESS which have not been deposited as on 31st March 2025 on account of disputes are given below, the details report are based on the information provided by the management:
| Name of the Statue | Nature of Dues | Amount (Rs. in Lakhs) | Date of Appeal | Period | Forum where dispute pending |
| Income Tax | 19.09 | 12.06.2013 | A.Y 2005-06 | CIT (A), Bangalore | |
| Income Tax | 133.37 | 12.06.2013 | A.Y 2006-07 | CIT (A), Bangalore | |
| Income Tax | 826.14 | 21.05.2013 | A.Y 2008-09 | CIT (A), Bangalore | |
| Income Tax | 430.80 | 31.01.2012 | A.Y 2009-10 | CIT (A), Bangalore | |
| Income Tax Act, 1961 | Income Tax | 346.85 | 27.01.2018 | A.Y 2010-11 | CIT (A), Bangalore |
| Income Tax | 5,474.02 | 09.05.2014 | A.Y 2011-12 | CIT (A), Bangalore | |
| Income Tax | 4,677.90 | 10.06.2016 | A.Y 2012-13 | CIT (A), Bangalore | |
| Income Tax | NIL | 13.04.2016 | A.Y 2013-14 | CIT (A), Bangalore | |
| Income Tax | 607.58 | 17.01.2017 | A.Y 2014-15 | CIT (A), Bangalore | |
| Income Tax | 584.85 | 07.12.2017 | A.Y 2015-16 | CIT (A), Bangalore | |
| Income Tax | 8,624.55 | 21.01.2020 | A.Y 2017-18 | CIT (A), Bangalore | |
| TDS | 7.54 | NA | F.Y 2012-13 | TDSCPC | |
| Tax Deducted At Source | TDS | 0.70 | NA | F.Y 2016-17 | TDSCPC |
| TDS | 0.74 | NA | F.Y 2017-18 | TDS CPC | |
| TDS | 0.66 | NA | F.Y 2022-23 | TDS CPC | |
| TDS | 0.05 | NA | F.Y 2024-25 | TDS CPC | |
| Irregular availiment of CENVAT Credit (Including penalty) | 33.20 | NA | F.Y 2010-11 | Commissioner of customs and central excise (Appeals) Bangalore | |
| Irregular availment of CENVAT Credit (Including penalty) | 1.27 | NA | F.Y 2012-13 | CESTAT Bangalore | |
| Central Excise | Irregular availment of CENVAT Credit (Including penalty) | 2.58 | NA | F.Y 2007-08 | Commissioner of customs and central excise (Appeals) Bangalore |
| Irregular availment of CENVAT Credit (Including penalty) | 10.36 | NA | F.Y 2007-08 & 2008-09 | CESTAT Bangalore | |
| Irregular availment of CENVAT Credit (Including penalty) | 7.92 | NA | Jul 2012 to Mar 2013 | Commissioner of customs and central excise (Appeals) Bangalore |
(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3 (viii) of the Order is not applicable to the Company.
(ix) The Company has not taken term loans from Banks and Financial institutions during the financial year.
(x) (a) During the year the Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments).
(b) The Company has issued Preferential allotment of convertible warrants on private placement basis in accordance with Chapter V of the SEBI ICDR Regulations and provision of Sections 23, 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013during the year under review.
(xi) (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.
(b) During the year, no report under sub-section (12) of section 143 of the Act, 2013 has been filed by the secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year
(xii) In our opinion, the Company is not a nidhi company as per the provisions of the Act. Therefore, the provisions of clause 3(xii)(a) of the Order are not applicable to the Company and hence not commented upon.
(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Act where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable Ind AS Financial Statement as required under Indian Accounting standard (Ind AS) 24, related party disclosures specified under section 133 of the Act, read with relevant rules issued there under.
(xiv) The Company is in the process of having an internal audit system commensurate with the size and nature of its business.
(xv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3 (xv) of the Order is not applicable to the Company.
(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3 (xvi) (c) of the Order is not applicable to the Company
(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.
(xvii) The Company has earned cash profit in the current year of Rs.527.99 Lakhs. The Company has incurred cash losses in the immediately preceding financial year of Rs.65.68/- Lakhs.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on clause 3 (xviii) of the Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in Note 52 to the standalone financial statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, 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 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) The provisions of Section 135 towards corporate social responsibility are not applicable on the company. Accordingly, the provisions of clause 3(xx) of the Order is not applicable.
Annexure II to the Independent Auditors Report
Report on the Internal Financial Controls over Financial Reporting under clause (i) of the Subsection 3 of the Section 143 of the Companies Act, 2013 (The Act)
We have audited the internal financial controls over financial reporting of M/s. Kavveri Defence & Wireless Technologies Limited (formerly Kavveri Telecom Products Limited) (the company) as
of 31st March 2025 in conjunction with our audit of IND AS Financial Statements of the company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 (ICAI). 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 companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the companys 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 deemed to be prescribed under section 143(10) of the Act to the extent applicable to an Audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. These standards and guidance note require that we comply with ethical requirements and plan and performed the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was 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 Auditors Judgment, including the assessment of the risk of material misstatement of the 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 and the companys internal financial control system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes these policies and procedures that (1) pertain to the maintenance of records that, in reasonable detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Ind AS Financial Statements.
Inherent Limitation of Internal Financial Controls over Financial Reporting
Because of the inherent limitation 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.
Basis for Qualified Opinion:
1. The company did not have appropriate internal controls for confirmation and reconciliation of trade advances, trade payables, deposits, investments, other current assets and current liabilities.
2. The company does not have fixed asset register as on 31.03.2025.
As a result of above matters, we have not been able to obtain sufficient and appropriate audit evidence in relation to Internal Financial Controls over Financial Reporting and consequently, we are unable to determine whether the company has established adequate internal financial controls over Financial Reporting and also whether such internal financial controls were operating effectively as at 31st March 2025.
Qualified Opinion
In our opinion, as a result of the matters given in the Basis of Qualified opinion paragraph in the Audit report of the company, we have not obtained sufficient appropriate audit evidence in respect of those matters specified in the Basis of Qualified opinion paragraph. We are unable to determine whether the company has established adequate internal financial controls over Financial Reporting and also whether such internal financial controls were operating effectively as at 31st March 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 J K Chopra & Associates |
| Chartered Accountants |
| ICAI Firms Registration No. 016071S |
| Sd/- |
| Jitendra Kumar Chopra |
| Proprietor |
| Membership No.237068 |
| UDIN: 25237068BMKQRX4003 |
| Place: Bangalore |
| Date: 31st May 2025 |
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