Notes to Accounts of Edvenswa Enterprises Ltd.

Mar 31, 2025

8.4 The Company has only one class of equity shares having a per value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder Rs. in Lakhs

During the FY 2024-25 the Company had issued Equity Shares of 58,20,000 of Rs.10/- each at Premium of Rs.53.98 each on a Preferential basis to the Promoters of Omni Networks Inc., USA by way of swap of shares - allotted on 11-06-2024.

Further, during FY 2024-25, the Company had issued 44,65,965 equity shares of Rs.10/- each at a Premium of Rs.50/- each on Rights basis to eligible shareholders - allotted on 29-11-2024.

25 Other Statutory Disclosures:

1. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

2. The Company does not have any charges or satisfaction of charges which is yet to be registered with ROC beyond the statutory period.

3. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

4. The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall : (a) 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

5. Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) 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 (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

6. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

7. The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

8. Compliance with the number of layers for its holding in downstream companies : The Company has Two wholly owned Subsidiaries and a Step-down Subsidiary in USA and has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

9. The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

10. The company is not having any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

26 Analytical Ratios : See Annexure

27 All figures mentioned are in Rs. Lakhs

28 Previous year''s figures have been regrouped wherever necessary.

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Mar 31, 2024

4.11. Provisions (other than for employee benefits) and Contingencies :

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

Contingent Liabilities

Contingent Liability is disclosed in the case of :

• A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

• A present obligation arising from past events, when no reliable estimate is possible.

A possible obligation arising from past events, unless the probability of outflow of resources is remote.

4.12. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, that necessarily take a substantial period to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

4.13. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

A. Lease Liability :

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments shall be discounted using incremental borrowing rate.

Right-of-Use Assets :

Initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.

Subsequent Measurement

A. Lease Liability :

Company measure the lease liability by (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications.

B. Right-of-Use Assets :

Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the under lying asset.

Impairment

Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

Short Term Lease

Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that contains a purchase option is not a short-term lease. If the company elected to apply short term lease, the lessee shall recognise the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis. The lessee shall apply another systematic basis if that basis is more representative of the pattern of the lessee''s benefit.

As a Lessor

Leases for which the company is a lessor is classified as a finance or operating lease. Whenever, the terms of the lease transfers substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

Lease income is recognised in the statement of profit and loss on straight line basis over the lease term.

4.14. Earnings per Share

Basic Earnings Per Share are calculated by dividing the profit/ (loss) from continuing operations and the total profit/ (loss) attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period.

For calculating Diluted Earnings Per Share, the profit/(loss) from continuing operations and the total profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the period after adjusting the effects of all dilutive potential equity shares.

4.15. Cash Flow Statement

Cash and cash equivalents include cash at bank and cash in hand and highly liquid interest-bearing securities with maturities of three months or less from the date of inception/acquisition.

The Cash Flow Statement is prepared by using the “indirect method” set out in Ind AS 7 on “Cash Flow Statements” and presents the cash flows during the period by operating, investing and financing activities of the company.

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Mar 31, 2023

3.12. Provisions (other than for employee benefits) and Contingencies :

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

Contingent Liabilities

Contingent Liability is disclosed in the case of :

• A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

• A present obligation arising from past events, when no reliable estimate is possible.

A possible obligation arising from past events, unless the probability of outflow of resources is remote.

3.13. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, that necessarily take a substantial period to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

3.14. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

A. Lease Liability :

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments shall be discounted using incremental borrowing rate.

B. Right-of-Use Assets :

Initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.

Subsequent Measurement

A. Lease Liability :

Company measure the lease liability by (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications.

B. Right-of-Use Assets :

Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the under lying asset.

Impairment Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

Short Term Lease

Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that contains a purchase option is not a short-term lease. If the company elected to apply short term lease, the lessee shall recognise the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis. The lessee shall apply another systematic basis if that basis is more representative of the pattern of the lessee''s benefit.

As a Lessor

Leases for which the company is a lessor is classified as a finance or operating lease. Whenever, the terms of the lease transfers substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

Lease income is recognised in the statement of profit and loss on straight line basis over the lease term. Transition to Ind AS 116

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.

The Company has adopted Ind AS 116, effective annual reporting period beginning 1st April 2019 and applied the standard prospectively to its leases.

3.15. Earnings per Share

Basic earnings per share are calculated by dividing the profit/ (loss) from continuing operations and the total profit/ (loss) attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period.

For calculating diluted earnings per share, the profit/(loss) from continuing operations and the total profit/(loss) attributable to equity shareholders by the weighted average number of shares outstanding during the period after adjusting the effects of all dilutive potential equity shares.

3.16. Cash Flow Statement

Cash and cash equivalents include cash at bank and cash in hand and highly liquid interest-bearing securities with maturities of three months or less from the date of inception/acquisition.

The Cash Flow Statement is prepared by using the “indirect method’ set out in Ind AS 7 on “Cash Flow Statements” and presents the cash flows during the period by operating, investing and financing activities of the company.

3.17. Standard notified but not yet effective

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules 2023 dated March 31, 2023 to amend the following Ind AS which are effective from April 01, 2023 :

i) Definition of Accounting Estimates - Amendments to Ind AS 8 :

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

The amendments are effective for annual reporting periods beginning on or after 1 April 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments are not expected to have a material impact on the Company''s standalone Ind AS financial statements.

ii) Disclosure of Accounting Policies - Amendments to Ind AS 1 :

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to Ind AS 1 are applicable for annual periods beginning on or after 1 April 2023. Consequential amendments have been made in Ind AS 107. The Company is currently revisiting their accounting policy information disclosures to ensure consistency with the amended requirements.

iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12 :

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognised for all deductible and taxable temporary differences associated with leases and decommissioning obligations. Consequential amendments have been made in Ind AS 101. The amendments to Ind AS 12 are applicable for annual periods beginning on or after 1 April 2023. The amendments are not expected to have a material impact on the Company''s standalone Ind AS financial statements.

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Mar 31, 2014

1. Quantitative Iformation: As the company has been carrying providing training courses which can not be quantified in any measurable units and hence the quantitative information of the products dealt with by the company is not provided herein.

2. As there were no eligible employees in the company during the year, no provision for retirement. cum death gratuity is made

3. Previous year figures have been regrouped/restated wherever necessary to conform to the current year representation.

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Mar 31, 2013

1. Quantitative Information: As the company has been carrying providing training courses which cannot be quantified in any measurable units and hence the quantitative information of the products dealt with by the company is not provided herein.

2. As there were employees in the company during the year, no provision for retirement cum death gratuity is made.

3. Previous year figures have been regrouped/restated wherever necessary to conform to the current year representation.

4. The company has obtained confirmations of balances from all the debtors and creditors.

5. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 Under the Micro, Small & Medium Enterprises Development Act, 2006 (MS & MED) which came into force from October 02, 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises (MS&MED).

On the basis of the information and records available with the Company, there are no amounts due to Micro and Small Enterprises as on 31.03.2013.

6. Other Accounting Standards

Related Party Transactions: There are no related party transactions during the year.

7. Segment Reporting: As there was no activity in the Company other than providing computer software sales, there were no items to be reported under segment reporting.

8. Deferred tax: In the opinion of the company there is only deferred tax asset, consists of depreciation allowance and the company is not sure of getting the benefit of the same in future and hence the same not recognized.

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Mar 31, 2012

1.During the year 1995 - 96 the Company re-issued 2,700 Equity shares, which were earlier forfeited. After re-issue of shares an amount of Rs.13,500/- has been transferred from Share Forfeiture Account of Capital Reserve Account.

2.The Company has entered into a Foreign Collaboration Agreement with M/s. Elin Union, Austria, for the transfer of Technical Know-how for the manufacture of Isolators and Load Back Switches for which two instalments of the technical know-how fees has been paid. The company has received the technical know- how and the relevant drawings and specifications for the payments made.

3.Advance for capital expenditure represents the technical know-how fees paid to the foreign collaborator, restated at the exchange rate as on 31.03.2003 to represent the ruling market price at that point of time. No further revaluation was considered necessary during the current year. The amount spent for acquiring the technical know-how including all pre-operative expenses incurred for the same has been capitalized as on March 31, 2012. The utility of the technical knowhow or the products made out of the drawings (prepared a decade ago) to suit the current market requirements is not tested as it is a technical matter.

4. Quantitative Information: As the Company has been carrying on providing * training on software animation courses which cannot be quantified in any measurable units and hence the quantitative information of the products dealt with by the company is not provided herein.

5. As there were employees in the company during the year, no provision for retirement cum death gratuity made.

6. Previous year figures have been regrouped/ restated wherever necessary to conform to the current year representation.

7. The Company has obtained confirmations of balances from all the debtors and creditors.

8 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

Under the Micro, Small & Medium Enterprises Development Act, 2006 (MS & MED) which came into force from October 02, 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises (MS&ME). On the basis of the information and records available with the.Company, there are no amounts due to Micro and Small Enterprises as on 31.03.2012.

9 Other Accounting Standards

Related Party Transactions: There are no related party transactions during the year.

LIST OF RELATED PARTIES

Related parties with whom transactions have taken place during the year

Key Managerial Personnel / Individual Relatives

V. Lavakumar - Chairman

Rajendra NaniWadekar - Director

10 Segment Reporting: As there was no activity in the Company other than providing computer software sales, there are no items to be reported under segment reporting.

11 Deferred tax: In the opinion of the company there is only deferred tax asset, consists of depreciation allowance and the company is not sure of getting the benefit of the same in future and hence the same not recognized.

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Mar 31, 2010

1.Contingent Liabilities: Nil (Previous Year Nil)

2.During the year 1995 - 96 the Company re-issued 2,700 Equity shares, which were earlier forfeited. After re-issue of shares an amount of Rs.13,500/- has been transferred from Share Forfeiture Account of Capital Reserve Account.

3.The Company has entered into a Foreign Collaboration Agreement with M/s. Elin Union, Austria, for the transfer of Technical Know-how for the manufacture of Isolators and Load Back Switches for which two instalments of the technical know-how fees has been paid. The company has received the technical know-how and the relevant drawings and specifications for the payments made.

4.Advance for capital expenditure represents the technical know-how fees paid to the foreign collaborator, restated at the exchange rate as on 31.03.2003 to represent the ruling market price at that point of time. No further revaluation was considered necessary during the current year. The amount spent for acquiring the technical know-how including all pre-operative expenses incurred for the same has been capitalized as on March 31, 2010 as the company is exploring the possibility of reviving its activity for manufacture of isolators etc.

5.Remuneration provided to the Managing Director Nil (Previous Year Nil). In view of the inadequacy of profits, under Section 349 and Section 350 of the Companies Act, 1956, no remuneration or perquisites has been provided during the year

6.Quantitative Information: As the Company has been carrying development of computer software and also trading in customized software, it cannot be quantified in any measurable units and hence the quantitative information of the products dealt with by the company is not provided herein.

7.As none of the employees of the company were eligible for retirement benefits, no provision for retirement cum death gratuity made.

8.Previous year figures have been regrouped/ restated wherever necessary to conform to the current year representation.

9. The Company has obtained confirmations of balances from all the debtors and creditors.

10.Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

Under the Micro, Small & Medium Enterprises Development Act, 2006 (MS & MED) which came into force from October 02, 2006, certain disclosures are required to be made relating to Micro, Small & Medium Enterprises (MS&ME). On the basis of the information and records available with the Company, there are no amounts due to Micro and Small Enterprises as on 31.03.2010.

11.Other Accounting Standards

a. Related Party Transactions: There are no related party transactions during the year.

b. Segment Reporting: As there was no activity in the Company other than providing computer software sales, there are no items to be reported under segment reporting.

c. Deferred tax: In the opinion of the company there is only deferred tax asset, consists of depreciation allowance and the company is not sure of getting the benefit of the same in future and hence the same not recognized.