Edvenswa Enterprises Ltd Directors Report

To

The Members,

Edvenswa Enterprises Limited,

[Formerly KLK Electrical Limited]

Your directors have pleasure in presenting the 43^rd Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2024.

1. Summary of Financial Results:

The standalone and consolidated financial results for the period ended 31^st March, 2024 are given below:

(Amount in Lakhs, unless otherwise stated)

	Standalone		Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Total Revenue	212.64	85.19	8494.88	5181.36
Profit before tax	67.83	10.43	1115.34	642.29
Tax Expenses	18.41	5.10	377.67	66.16
Net profit	49.42	5.33	737.67	576.12

2. Overview & state of the companys affairs:

On Standalone Basis: the Financial Year 2023-2024, Your company recorded a total revenue of Rs.212.64 Lakhs and Net profit of Rs.49.42 Lakhs as compared to the previous year total revenue of Rs.85.19 Lakhs and Net profit of Rs.5.33 Lakhs..

On Consolidated Basis: For the Financial Year 2023-2024, company recorded a total revenue of Rs.8494.88 Lakhs and Net profit of Rs.737.67 Lakhs as compared to the previous year of total revenue of Rs. 5181.36 Lakhs and Net profit Rs.576.12 Lakhs.

Dividend: Keeping the Companys growth plans in mind, your directors have decided not to recommend dividend for the financial year 2023-2024.

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 is no material changes and commitments affecting the financial position of the company between end of the financial year and the date of the 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 31^st March, 2024.

6. Authorised Share Capital of the company:

The Authorised Share Capital of your Company was increased from Rs. 20,00,00,000 (Rupees Twenty Crores only) to Rs. 35,00,00,000 (Rupees Thirty-Five Crores only) during the year under review.

Consequent to the above, the Authorised Share Capital of your Company as on 31^st March, 2024 stood at Rs.35,00,00,000/- (Rupees Thirty-Five Crores only) divided into 3,50,00,000 (Three Crore Fifty Lakhs Only) Equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

7. Paid-up capital

As of April 1, 2023, the companys paid-up capital is 1,81,60,000 equity shares of Rs. 10 each, aggregating to Rs. 18,16,00,000.

During the year under review, the Company converted the Equity warrants and allotted 7,70,000 Equity shares on 04.07.2023

As on 31^st March, 2024, the paid-up capital of the Company stood at Rs. 18,93,00,000/- (Rupees Eighteen Crores Ninety-Three Lakhs only) divided into 1,89,30,000 shares of Rs. 10/- each.

There was an allotment of 58,20,000 equity shares of the company, having a face value of Rs.10 each and fully paid-up, at a price of Rs.63.98 per share. The allotment was made on a preferential basis for consideration other than cash, specifically by way of a swap of shares, on June 11^th, 2024. The shares were issued to the Allottees (as mentioned below) in exchange for the purchase of 60,00,000 shares of Omni Networks Inc., representing 100% of the paid-up capital of Omni Networks Inc., held by the Allottees, in accordance with the provisions of Chapter V of SEBIICDR Regulations as of the relevant dated April 12^th, 2024.

Sr No	Name of the Proposed Allotees	Number of Equity Shares to be allotted
1	Uppuluri Sreenivasa Sreekanth	41,22,500
2	Srikanth Nandiraju	1,94,000
3	Sayeed Ayub Syed Abu	1,94,000
4	Dontharaju Kalyan Srinivas	3,88,000
5	Purna Babu Narra	9,21,500
	Total	58,20,000

The Company obtained approval for the above-mentioned preferential allotment through Extraordinary General meeting dated May 13^th, 2024.

Pursuant to the above said allotment as on 11^th June, 2024 the paid-up capital increased to 24,75,00,000 (of Rs 10 each, subsequently Omni Network Inc became subsidiary of Edvenswa Enterprises Limited.

8. Revision of financial statements:

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

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

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

10. 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.

11. Subsidiaries, Associate companies and Joint Ventures:

As on March, 2024, the Company has one 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

In terms of the provisions of Section 129(3) of the Act, a statement containing salient features of the performance and financial position of each of the subsidiaries is attached as Annexure-A to this report in Form AOC-1.

There has been no material change in the nature of the business of subsidiaries and associate company, during the year under review. Pursuant to Section 136 of the Act, the Financial Statements including Consolidated Financial Statements of the subsidiaries, along with relevant documents have been hosted on the Companys website.

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

None of the companies have become or ceased to become the subsidiaries, joint ventures or associates company to the Company during the year 2023-24.

13. Internal Financial Controls related to the Financial Statements:

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the annual report.

14. Statutory Auditors:

M/s. Anant Rao & Mallik, Chartered Accountants (Firm Registration Number:006266S), will complete their second term at the upcoming 43^rd Annual General Meeting of the company.

The Board of Directors, at its meeting held on September 4, 2024, recommended to the shareholders the appointment of M/s Venugopal & Chenoy, Chartered Accountants (Firm Registration Number: 004671S) as Statutory Auditors of the company for a period of five consecutive years, starting from the Financial Year 2024-2025 to 2028-2029. They will hold office from the conclusion of the 43^rd Annual General Meeting until the conclusion of the 48^th Annual General Meeting.

M/s. Venugopal & Chenoy., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

The detailed proposal for the appointment of M/s Venugopal & Chenoy, Chartered Accountants as Statutory Auditors of the company is set out in Resolution No. 4 of the Notice for the 43^rd Annual General Meeting.

There are no qualifications, reservations, adverse remarks, or disclaimers in the report for FY 2023-24 issued by M/sAnant Rao & Mallik, Statutory Auditors.

Additionally, no incidents of fraud have been reported by the Statutory Auditors to the Audit Committee during the financial year under review.

15. 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, 2024. The report of the Secretarial Auditor is attached as Annexure-B.

16. 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.

17. 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 30^th May 2023 has appointed ERR and Associates as Internal auditors of the Company for the Financial Year 2023-2024.

18. 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.

19. 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, 2024, is hosted on the website of the Company at https://www.edvenswa.eom/#/annualreports

20. 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 companys operations in future.

21. 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.

22. 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 arms 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

23. Directors and Key Managerial Personne:

As on 31.03.2024, the Company has four directors: one Executive Director and three Independent Directors, including one woman director.

Mr. Uppuluri Sreenivasa Sreekanth - Chairman and Managing Director.

Mrs. Srinvani Nandiraju - Independent Director

Mr. Garimella Jayachand - Independent Director

Mr. Ravikanth Andhavarapu - 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.

*Mr. Y. Ramesh Reddy, Whole Time Director was resigned on 22.09.2023

24. 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 Companys 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).

25. 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. All the Independent Director(s) of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

26. Independent directors familiarization programmes:

Independent Directors are familiarized about the Companys operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

27. 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.

28. Number of meetings of the Board:

During the financial year 2023-2024,6 (Six) 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.

29. 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.

30. 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 Companys financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

31. 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:

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) for payment of remuneration to Directors including Non-Executive Directors has been uploaded on the website of the Company and can be accessed through the web-link www.edvenswa.com

32. 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-C.

33. 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.

34. 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 Companys 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)

	2023-24	2022-23
Foreign Exchange Earnings	165.94	84.82
Foreign Exchange Outgo	1811.27	0

35. 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.

36. 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.

37. 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.

38. Directors 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, 2024:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024;

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.

39. 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-D to this report.

40. 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-E.

41. 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.

42. 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.

43. 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.

44. 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.

45. 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.

46. CEO / CFO Certification:

Certification from the Managing Director and Chief Financial Officer on the financial statements u/r regulation 17 (8) of Listing Regulations for the year 2023-24 is annexed in this Annual Report.

47. 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

48. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.

49. 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 thereof

Not applicable.

50. 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 43^rd 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.

51. 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 employees 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: Yes

52. 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.

53. 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.

	For and on behalf of the Board of Directors
	Edvenswa Enterprises Limited
	Uppuluri Sreenivasa Sreekanth
Date: 04/09/2024	Chairman & Managing Director
Place: Hyderabad	DIN: 01275332