Edvenswa Enterprises Ltd

Edvenswa Enterprises Limited: Trading window closed from October 01, 2026 till 48 hours after the declaration of Un-Audited Financial Results (Standalone and Consolidated) for the quarter and half year ending September 30, 2026.

AGM Details

• AGM held Sept 29, 2026 at 10:00 AM via VC/OAVM; concluded 11:00 AM.
• Attendance: 50 members present via VC.

Resolutions

• Ordinary: Adopt audited financials, P&L, cash flow, and directors’ report.
• Ordinary: Re-appoint director by rotation.

Audit & Governance Notes

• Voting results to be intimated to BSE and posted on company/website.
• Statutory audit reports had no qualifications.
• Secretarial audit reports had no qualifications.

Financials

• Standalone revenue from operations: 262.10 Lakhs.
• Consolidated revenue from operations: 13329.10 Lakhs.
• Standalone total revenue: 331.79 Lakhs.
• Consolidated total revenue: 13398.86 Lakhs.
• Standalone PAT: 59.35 Lakhs.
• Consolidated PAT: 831.51 Lakhs.
• Standalone EPS – Basic: 0.20; Diluted: 0.20.
• Consolidated EPS – Basic: 2.85; Diluted: 2.85.
• Dividend for 2025-26: not recommended.

Capital & liquidity

• Authorized capital: 350 Lakhs.
• Paid-up capital: 2921.60 Lakhs.
• Rights issue 2024: ₹2669 Lakhs raised; ₹2299 Lakhs utilized by 31-03-2026.
• Unutilised rights issue funds: ₹370 Lakhs.
• Cash & cash equivalents: ₹897.76 Lakhs; Fixed deposits: ₹861.35 Lakhs.

Right issue & cash resources

• Rights issue proceeds utilised largely for investments and working capital.
• Total liquidity from cash+deposits approx ₹17.6 Crores.

Group structure

• Subsidiaries: Edvenswa Tech Inc. (USA) 100%; Omni Networks Inc. (USA) 100%.
• Seltosoft LLC (USA) 100% via Edvenswa Tech Inc.; Strategemist Global Private Limited (India) 51%.
• Omni Networks Inc. acquired via swap of shares (June 2024).
• Strategemist Global Private Limited acquired 51% stake (Aug 2025).

Strategy & products

• Five growth engines: AI-native product engineering, intelligent support, IP-enabled products, US expansion, leadership/execution.
• Portfolio consolidated to EmPortal with three products; EmPortal now spans sourcing to utilization.
• Think Ayurveda First becomes a single platform for Ayurvedic ecosystem; ZSecurity remains a distinct product.

Management commentary & outlook

• 2026-27 focus: institutionalize AI across delivery; measurable productivity gains.
• Aim to commercialize EmPortal, Think Ayurveda First, ZSecurity; workforce intelligence anchor.
• Capex disciplined; staged product investments; emphasis on engagement economics and cash discipline.

Governance & leadership

• CEO appointed: Krishna Mohan Adalath, effective Aug 4, 2026.
• Board: 4 directors; 3 Independent; 1 Executive; one woman independent director.
• Audit Committee: 4 meetings; Chair Ravikanth Andhavarapu.
• NRC: 1 meeting (Dec 26, 2025).
• Stakeholders Relationship Committee: 1 meeting.

Risk, controls & governance

• Key risks: AI quality/security/IP, product investment risk, client concentration, skills obsolescence, working capital, cybersecurity.
• Internal financial controls are adequate; Audit Committee reviews internal controls.
• Vigil mechanism/Whistleblower policy in place.

Related party transactions

• RPTs largely in ordinary course; arm's length; disclosures in Note 23.
• Revenue from Edvenswa Tech Inc (USA): ₹182.92 Lakhs (FY2025-26).
• Investment/loans: Edvenswa Tech Inc, Omni Networks Inc, Strategemist Global; intercompany loans receivable.
• Intercompany receivables: Edvenswa Enterprise (USA) ₹28.87 Lakhs; USS Inc ₹23.71 Lakhs.

Audits & compliance

• Statutory auditors: Venugopal & Chenoy; Secretarial auditors: B S S & Associates.
• Independent audit: Standalone and Consolidated Ind AS financial statements with unqualified opinions.
• CEO/CFO certification attached; statutory compliance reported.

MoU details

• Edvenswa and Armour1X LLP will collaborate on AI, GenAI, cybersecurity, IoT and other deep technologies.
• Joint activities include use-case development, PoCs, workforce training and integrated enterprise-government solutions.
• Non-binding framework; no fixed revenue, investment, equity, or minimum purchase obligations.

Financial highlights

• Standalone revenue from operations: 262.10 Lakhs in 2025-26, down from 472.79 in 2024-25.
• Standalone total revenue: 331.79 Lakhs.
• Standalone PBDT: 83.58 Lakhs.
• Standalone PAT: 59.35 Lakhs; prior year 90.12.
• Standalone EPS Basic: 0.20; Diluted: 0.20.
• Consolidated revenue from operations: 13329.1 Lakhs.
• Consolidated total revenue: 13398.86 Lakhs.
• Consolidated PBDT: 554.47 Lakhs.
• Consolidated PAT: 831.52 Lakhs.
• Consolidated EPS Basic: 2.85; Diluted: 3.85.
• Total consolidated comprehensive income: 1366.91 Lakhs.

Capital structure

• Paid-up equity share capital: Rs 29.21 Crore.
• Authorized capital: Rs 35 Crore.
• Promoter holding: 46.65%; Public: 53.35%.
• Rights issue: Rs 2,669 Lakhs raised; Rs 2,299 utilised by 31-03-2026; Rs 370 unutilised.
• Dividend: no dividend declared for FY2025-26.

Strategy & product portfolio

• Product portfolio consolidated to EmPortal, Think Ayurveda First, ZSecurity.
• EmPortal integrates QHire, Assessment Engine, Seekvens.
• AI-native product engineering across lifecycle.
• Intelligent support operations blending AI with domain knowledge.
• Workforce intelligence anchors the portfolio across three core products.
• New CEO appointed to drive go-to-market and delivery integration.

Operations & growth

• Consolidated revenue rose to 13,398 Lakhs from 12,005 Lakhs in prior year.
• PAT improved to 831.52 Lakhs; EBITDA-related metrics show strength.
• No external debt; liquidity preserved to fund growth.
• Consolidated earnings per share: Basic 2.85; Diluted 3.85.

Governance & compliance

• New CEO appointment effective August 4, 2026.
• Audit Committee reconstituted; 4 meetings in FY26.
• Board: four directors; three independent; one executive.
• Statutory auditors: Venugopal & Chenoy; Secretarial auditors: B S S & Associates.
• Board and management certifications regarding governance and internal controls.

Related party transparency

• Revenue from Edvenswa Tech Inc. USA: 182.92 Lakhs (2024-25: 472.79).
• Intercompany investments: Edvenswa Tech Inc USA 4,523.55; Omni Networks 3,723.64.
• Additional investment in Strategemist Global Private Limited: 0.51 Lakhs.
• Remuneration to KMP: 9.00 and 6.00 Lakhs.

Risks & outlook

• Key risks: AI quality, security, IP, data privacy; currency movements; client concentration; working capital.
• Growth strategy hinges on AI-enabled engineering, intelligent operations, and scalable products.
• Capital discipline: staged product investments and prudent working capital management.

Notes on audit & disclosures

• Statutory audit and secretarial audit reports issued with no material qualifications.
• Promoter shareholding not yet 100% dematerialised as per Regulation 31(2).
• Management’s annual report includes CEO/CFO certification and compliance declarations.

AGM details

• AGM scheduled for 29 September 2026 at 10:00 AM IST via VC/OVAM.
• Notice of 45th AGM and Directors' Report with annexures to be issued.
• E-voting eligibility cut-off date set at 22 September 2026.
• Register of members to be closed from 22 to 29 September 2026.
• Board meeting duration: 4:30 PM to 7:00 PM IST.

Subject

• Publication of Edvenswa's unaudited Q1 FY2026 financial results for quarter ended 30 June 2026.

Details

• Newspaper advertisement issued; unaudited results for quarter ended June 30, 2026.

Regulatory

• Publication under Regulation 47 of SEBI LODR.

Signatory

• Signatory: Hima Bindu Dulipala, Company Secretary and Compliance Officer.

Notice date

• Notice dated 7 August 2026.

Fundraising & deviation status

• Mode of fundraising: Rights issue.
• Amount raised: disclosed by the issuer.
• Deviation/variation in use of funds: Not Applicable.
• Monitoring agency: Not Applicable.
• Objects and allocations: original versus modified show allocations to product purchase, subsidiary investment, acquisitions, and corporate/issue expenses.
• Funds utilised: last quarter and this quarter per object reported.
• Shareholders' approval: Not Applicable.
• Audit Committee comments: Not Applicable.

Key actions

• Approved unaudited standalone and consolidated results for quarter ended 30-06-2026, with limited review report.
• Appointed Mr. Krishna Mohan Adalath as Chief Executive Officer, effective 4 August 2026.