Kavveri Defence & Wireless Technologies Ltd

AGM Details

• Date and time: 30 September 2026, 10:00 AM, physical mode at registered office.

Resolutions placed

• Adopt standalone and consolidated audited financial statements (ordinary).
• Re-appoint Chennareddy Shivakumarreddy as Director by rotation (ordinary).
• Re-appoint Mrs. R. Kasturi as Director by rotation (ordinary).
• Revise limit of MRPT with Samoro Telecoms Private Limited (special/ordinary).
• Approve MRPT with Til-Tek Antenna Inc. (special/ordinary).
• Approve MRPT with DCI-Digital Communications Ltd. (special/ordinary).
• Approve MRPT with Kaytech Coverage Solutions Inc. (special/ordinary).
• Approve MRPT with Kavveri Technologies Inc. (special/ordinary).
• Approve remuneration and commission to Chennareddy Shivakumarreddy, MD (special/ordinary).
• Approve remuneration and commission to Mrs. Kasturi, WTD and CFO (special/ordinary).
• Approve remuneration and commission to Chenna Reddy Sanketh Ram Reddy, WTD (special/ordinary).
• Re-appoint Keerthi Narayan as Non-Executive Independent Director (special/special).

Related Party Transactions

• Samoro Telecoms Private Limited: MRPT limit revised.
• Til-Tek Antenna Inc.: MRPT approved.
• DCI-Digital Communications Ltd.: MRPT approved.
• Kaytech Coverage Solutions Inc.: MRPT approved.
• Kavveri Technologies Inc.: MRPT approved.

Voting Status

• Ballot results to be announced within two working days; results to be intimated to exchanges.

Kavveri Defence & Wireless Technologies Limited (Formerly Kavveri Telecom Products Limited) — Trading Window closes Oct 01, 2026 until 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026

Order execution update

• Awarding entity: Defence Sector.
• Nature and scope: Design, development, manufacture, and supply of antennas, filters, switches, and RF components.
• Order value: INR 222 crores (aggregate).
• Geography: India and overseas defence customers.
• Execution window: 2–3 months.
• Status: Currently under production.
• Value executed to date: INR 20 crores.
• Balance value: INR 222 crores.
• Expected completion: 3 months.
• Impact: Expected to meaningfully lift reported revenue as orders are executed.

Financial performance

• Standalone revenue from operations: 510.21 lakhs.
• Consolidated revenue from operations: 842.09 lakhs.
• Standalone total income: 719.87 lakhs; Consolidated: 1,127.06.
• Standalone profit after tax: 81.71 lakhs; Consolidated: 124.17.
• Standalone EPS: 0.23; Consolidated EPS: 0.35.
• Consolidated net worth: 111.72 crore.
• Market capitalisation: about 355 crore.
• Turnover FY26: 8.42 crore; FY25: 17.12 crore.
• Borrowings FY26 around 4.41 crore.
• Standalone cash and cash equivalents: 1,445.64 lakhs.
• Consolidated cash and cash equivalents: 1,757.49 lakhs.
• Geographic revenue - India: 237.33 lakhs; Outside India: 272.88 lakhs.

Capital structure & equity

• 00 crore warrants converted into equity shares.
• Equity share capital rose to 60.12 crore.
• NSE approvals for listing: Oct 15, 2025; June 1, 2026.
• SEBI exemption approved March 5, 2026 for warrants.
• Total equity capital after conversions: ~60.12 crore.

Audits & governance

• Statutory auditors: Rajagopal & Badri Narayanan for 2025–30.
• Previous auditor JK Chopra resigned Aug 2025.
• Secretarial auditor: G Bhat & Associates; Internal auditor: Kumar & Raghuveer.
• Basis for qualifications: impairment of investments of 2,834.07 lakhs.
• Forex balances not reinstated; noted in notes.
• Consolidated FS exclude Kavveri Telecom Infrastructure Ltd and several subsidiaries.
• Annexures I–III accompanying Secretarial Audit disclosures.

Related party transactions

• Material RPTs with Til-Tek Antenna Inc.; DCI Digital Communications Ltd.
• Material RPTs with Kaytech Coverage Solutions Inc.; Kavveri Technologies Inc.
• Revision in Samoro Telecoms Private Limited limit: up to 50 crore.
• Samoro transactions may exceed 593.76% of prior year turnover.
• Closing balances with Samoro Telecoms: 2,885.57 lakhs.

Dividend & cash flow

• Dividend for FY2025-26: not declared.
• Net cash flow from operating activities: standalone -3,044.33; consolidated -2,286.94.
• Financing cash flow: standalone +3,058.70; consolidated +3,053.31.

Operations & strategy

• Outlook: defence and aerospace demand accelerates; focus on in-house design and fabrication.
• Strategy: build domestic RF ecosystem; expand Canada operations; emphasis on durable, high-margin programmes.

Governance structure

• Board size six; two independent directors; Keerthi Narayan reappointed for five years.
• Audit, Nomination & Remuneration, Stakeholders' Relationship, CSR committees in place.
• Green initiatives: reports and AGM notices sent electronically.

Risks & compliance

• Auditors flag impairment risk; some subsidiaries eroded; fair valuation pending.
• Regulatory and exchange-compliance risks; delays in filings noted and addressed.

Amalgamation details

• Board approved the Scheme of Amalgamation between Transferor Samoro Telecoms and Transferee Kavveri Defence.
• Share swap ratio: 453 Transferee shares for 1 Transferor share.
• Subject to shareholder, creditor, NCLT, and stock exchange approvals.
• Related-party transaction; exempt from Section 188 per MCA Circular 30/2014.
• Valuation dated September 6, 2026; fairness opinion by Srujan Alpha Capital Advisors LLP.
• Consolidated assets as at March 31, 2026: ₹12,655.06 Lakh.
• Transferor assets ₹2,932.51 Lakh; net worth ₹-39.63 Lakh; turnover ₹469.75 Lakh.
• Pre-scheme promoter holding 24.56%; post-scheme 45.20%.
• Public pre-scheme 75.44%; post-scheme 54.80%.

Financial results and audits

• Standalone and consolidated unaudited results for the quarter ended June 30, 2026 approved by Board.
• Limited Review Reports on both standalone and consolidated results approved.
• Auditors' review notes basis for qualified opinion due to non-inclusion of subsidiaries.
• Management states certain subsidiaries are insolvent or bankrupt; not consolidated.
• Consolidated results exclude Kavveri Telecom Infrastructure Limited; EAICOM India Private Limited; Kavveri Technologies Inc.
• Consolidated results have single income segment: RF products and antennas for defence and other wireless tech.
• Results prepared under Ind AS 34; disclosures aligned with SEBI LODR Regulations.
• Board meeting held August 14, 2026; results taken on record.

Meeting Details

• Date: August 14, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve standalone and consolidated unaudited results with Limited Review for quarter ended June 30, 2026.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window closed from July 1, 2026, until 48 hours after Q1 June 30, 2026 results.

Dematerialisation status

• Dematerialisation requests processed and confirmed to depositories; securities listed on the relevant stock exchanges.
• Physical certificates received for dematerialisation mutilated and cancelled after verification; depository named registered owner within 15 days.
• No exceptions, delays, or non-compliance mentioned.