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, andstatement of cash flows for the year then ended, and notes to the financial statements, including asummary 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, exceptfor 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 Standardsprescribed under section 133 of the act read with the Companies (Accounting Standards) Rules, 2021and other accounting principles generally accepted in India, of the state of affairs of the Company as atMarch 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 netprofit off544.86 lakhs during the year, resulting in a reduction of accumulated losses to W563.45lakhs. The reported net profit includes the effect of write-back of loans payable, provisions, tradepayables, 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 hasreceived and executed a few orders during the current financial year. This is the first year in whichthe Company has recorded some operational activity; however, given the historical trend of decliningrevenues and accumulated losses, along with uncertainty regarding the future order pipeline andsustained operations, a material uncertainty exists that may cast significant doubt on the Company'sability to continue as a going concern. Accordingly, we are unable to comment on the consequentialimpact, if any, on the accompanying standalone financial statements.
However, the management is of the view that, considering the positive trend in turnover amountingto f14 crores, ongoing recruitment of employees to enhance operational efficiency, infusion of fundsthrough share capital for business development, and future sales orders in the pipeline, there is no
material uncertainty or significant doubt regarding the company's ability to continue as a goingconcern.
ii. In relation to carrying value of investments held by the company in its subsidiaries, which have beenincurring losses and in some of these companies, net worth was fully or substantially eroded. Takinginto account the management internal assessment and initiatives to be implemented to improve theprofitability in the medium to long term, the management of the company is of the view that carryingvalue of investments are realizable at the value stated in the books. In the absence of fair valuation ofthese investments, we are unable to comment upon the carrying value and thus, we are unable tocomment whether any provision for impairment in the value of investments is required in accordancewith IND AS 36- Impairment of assets,
iii. The company has not reinstated the forex balances in respect of few receivables and payablesincluding the related parties balances which is not in conformity with IND AS 21 - The effect ofchanges in foreign exchange rates, we are unable to comment the possible effects on the financialstatements as the company does not have the details of the forex receivables and payables, furtherthere are no balance confirmations available,
iv. The Company has not complied with the requirements of Ind AS 19 - Employee Benefits, the Companyhas not obtained an actuarial valuation of its defined benefit obligations towards gratuity and leaveencashment as at the reporting date, nor has it recognized the liability based on such valuation. Inthe absence of such actuarial valuation and necessary provisioning, we are unable to determine theimpact of the non-compliance on the standalone financial statements, including employee benefitexpenses, total liabilities, and the resultant effect on profit or loss for the year.
However, management is of the view that as the company's employees have not yet completed oneyear of service and the gratuity if so provided would not exceed Rs.4 lakhs, the provision for the samehas not been made in the books. Further for leave encashment its solely management discretion forleave 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 companydoes not have any documentary evidence in respect of their claim on the margin money depositsheld as on 31st March 2025 amounting to Rs., hence in our opinion the company is doubtful ofrecovering the money amounting to Rs.11.77 Lakhs. However, no provision have been made in thefinancial statements for the same.
ii. Other Current Assets : We draw attention to Note 9 in the financial statements, the company doesnot have any documentary evidence in respect their claim on the interest receivable from banks ason 31st March 2025, hence in our opinion the company is doubtful of recovering the moneyamounting to Rs.5.59 Lakhs. However, no provision have been made in the financial statements forthe same.
iii. Trade Payable and Other Current Liabilities Confirmation : We draw attention to Note 16 & 17in the financial statements, which describes the write-back of certain trade payables and othercurrent liabilities. As disclosed in Note 16 & 17, during the current year, the company hasrecognized a reversal of previously recognized trade payables and other current liabilities due totheir no longer being payable or refundable. The total value of trade payables and other currentliabilities 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 absenceof confirmation of Trade Payable and other current liabilities as on 31st March 2025. However, theCompany is in the process of obtaining the same. The total value of Trade Payable and other currentliabilities as on 31st March 2025 is Rs.203.32 Lakhs and Rs.286.69 Lakhs respectively. In theabsence of confirmations of Trade Payables and other current liabilities, we are unable to commenton the extent to which such balances are payable,
iv. Advances Received : In the absence of confirmations of advances received, we are unable tocomment on the extent to which such balances are payable,
v. Overseas Investment Audit Report : In our opinion and according to the information andexplanations 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 section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further describedin the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, andwe have fulfilled our other ethical responsibilities in accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.
Information other than the Financial Statements and Auditors' Report thereon
The Company's Board of Directors are responsible for the other information. The other informationcomprises the information included in the Director's Report but does not include the financialstatements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother 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 inour audit of the financial statements of the current period. These matters were addressed in thecontext of our audit of the financial statements as a whole, and in forming our opinion thereon, and wedo not provide a separate opinion on these matters.
Management's responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance, and cash flowsof the Company in accordance with the accounting principles generally accepted in India, including theaccounting Standards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance of accountingpolicies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statement that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company's financial reportingprocess.
Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee thatan 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 theaggregate, they could reasonably be expected to influence the economic decisions of users taken onthe basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether dueto fraud or error, design and perform audit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud is higher than for one resultingfrom 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 auditprocedures that are appropriate in the circumstances but not for the purpose of expressing anopinion on the effectiveness of the company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However, future events or conditionsmay cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, includingthe disclosures, and whether the financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.
• Materiality is the magnitude of misstatements in the financial statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeableuser of the financial statements may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating the results ofour work; and (ii) to evaluate the effect of any identified misstatements in the financialstatements.
• We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
• We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships 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 mattersthat were of most significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unless law orregulation 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 adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefitsof such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of Section 143 of the Act, we give in the “AnnexureI” 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 theBasis for Qualified Opinion paragraph and Emphasis of matter paragraph above, all theinformation and explanations which to the best of our knowledge and belief were necessary forthe purposes of our audit.
b) In our opinion, Except for the possible effects of the matters described in the Basis forQualified Opinion paragraph and Emphasis of matter paragraph above, proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination 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 inagreement with the relevant books of account.
d) In our opinion, Except for the possible effects of the matters described in the Basis forQualified Opinion paragraph and Emphasis of matter paragraph above, the aforesaidstandalone financial statements comply with the Accounting Standards specified under Section133 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, 2025taken 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 theCompany 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 operatingeffectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with therequirements 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 Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position inits 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 InvestorEducation and Protection Fund by the Company (Refer Note No.17 to FinancialStatements).
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 orloaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the company to or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide anyguarantee, 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 bythe company from any person(s) or entity(ies), including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons orentities 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 ofthe Ultimate Beneficiaries; and
(c) Based on audit procedures which we considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations 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 incontravention 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 formaintaining 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 hasoperated 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 audittrail feature being tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014on preservation of audit trail as per the statutory requirements for record retention isnot applicable for the financial year ended March 31, 2025.
For J K Chopra & Associates,
Chartered Accountants
ICAI Firm's Registration No. 016071S
Sd/-
Jitendra Kumar Chopra
Proprietor
Membership No: 237068
UDIN: 25237068BMKQRX4003
Place: Bangalore
Date: 31st May 2025