Dear Members,
Your Directors have pleasure in presenting the 30th (Thirtieth) Annual
Report of Kavveri Defence & Wireless Technologies Limited (Formerly Kavveri Telecom
Products Limited) ("Kavveri") or ("the Company"), together with the
audited financial statements of the Company for the year ended 31st March, 2025
("year under review").
1. Financial Summary & Highlights:
In compliance with the provisions of the Companies Act, 2013
(hereinafter referred to as "the Act") and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing
Regulations"), the Company have prepared its Standalone and Consolidated Financial
Statements as per Indian Accounting Standards ("IND AS") for the financial year
2024-25 and the financial highlights are as summarized below:
(INR in lakhs unless specified otherwise)
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| i. Revenue From Operations |
1,476.57 |
- |
1,712.00 |
158.57 |
| ii. Other Income (including write backs) |
404.14 |
16.55 |
468.91 |
29.42 |
| Total income (i + ii) |
1,880.71 |
16.55 |
2180.91 |
187.99 |
| iii. Expenditure (Including Depreciation) |
1,335.85 |
77.28 |
1540.22 |
297.29 . |
| Profit/(Loss) before Depreciation and tax |
576.6 |
(41.48) |
672.43 |
(88.12) |
| Less: Depreciation |
31.74 |
19.25 |
31.74 |
21.18 |
| Profit before Tax and Exceptional items |
544.86 |
(60.73) |
640.69 |
(109.30) |
| Provision for Taxation |
- |
(0.81) |
- |
(0.81) |
| Exceptional items |
- |
25.00 |
- |
25.00 |
| Profit/(Loss) after Tax |
544.86 |
(84.92) |
640.69 |
(133.50) |
| Other Comprehensive Income |
- |
- |
- |
- |
| Total Comprehensive Income |
544.86 |
(84.92) |
640.69 |
(133.50) |
| Earnings Per Share (FV of INR.10/- per share) |
|
|
|
|
| (1) Basic |
2.71 |
(0.42) |
3.18 |
(0.66) |
| (2) Diluted |
1.33 |
(0.42) |
1.56 |
(0.66) |
*Note: The previous period figures have been regrouped and/or
reclassified wherever necessary to confirm with the current period presentation in
compliance with Ind AS requirement.
2. Review of Operations and State of Company's affairs:
Standalone: The Total Income of the Company stood at INR. 1,880.71
lakhs for the year ended March 31, 2025 as against INR.16.55 lakhs in the previous year.
The Company made a net profit of INR. 544.86 lakhs for the year ended March 31, 2025 as
compared to the net loss of INR. 84.92 lakhs in the previous year.
Consolidated: The Total Income of the Company stood at INR. 2180.91
lakhs for the year ended March 31, 2025 as against INR.187.99 lakhs in the previous year.
The Company made a net profit of INR 640.69 lakhs for the year ended March 31, 2025 as
compared to the net loss of INR 133.50 lakhs in the previous year.
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2025 has been prepared in accordance with the
Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the
Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions and reasonably present the
Company's state of affairs, profits and cash flows for the year ended March 31, 2025.
The Notes to the Financial Statements forms an integral part of this Report. As required
under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part
of Annual Report.
3. Transfer to Reserves in terms of Section 134 (3) (J) of the
Companies Act, 2013:
The Board has decided not to transfer any amount to the Reserves for
the year under review.
The profit earned during the year has been carried to the balance sheet
of the Company.
4. Dividend:
With due consideration of growth of the Company and to conserve
resources, the Directors do not recommend any dividend for year ended March 31, 2025.
5. Company's Products / Services:
Founded in 1996, Kavveri specializes in advanced Radio Frequency (RF)
solutions primarily operating in the defence and aerospace, industrial automation,
Railroad transport, Airports and mobility, SCADA/AMI networks,
fixed wireless access, critical infrastructure, and counter-drone
systems. Kavveri offers wide range of Microwave/RF components, Antennas (cellular,
defense-grade), RF cables & connectors, and fixed cellular terminals, etc.
6. Share Capital and Changes during the year under review:
During the year under review, the members have approved the increase in
authorised capital of the Company vide Extra-ordinary General Meeting held on February 28,
2025. The Authorized Share Capital of the company has been increased from INR.
25,00,00,000/- (Indian Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore
Fifty Lakhs Only) Equity Shares of INR. 10/- (Indian Rupees Ten Only) each to INR.
65,00,00,000/- (Indian Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crore
fifty lakhs) equity shares of INR. 10/- (Indian Rupees Ten Only).
The authorised share capital as at March 31, 2025 was INR.
65,00,00,000/- (Indian Rupees Sixty-Five Crores Only) divided into 6,50,00,000 (Six Crore
fifty lakhs) equity shares of INR. 10/- (Indian Rupees Ten Only).
The Issued, Subscribed and Paid-up Share Capital of the Company as at
March 31, 2025 is INR. 20,12,42,600/- (Indian Rupees Twenty Crore Twelve Lakhs Forty-Two
Thousand Six Hundred only) divided into 2,01,24,260 (Two Crore One Lakh Twenty-Four
Thousand Two Hundred Sixty only) Equity Shares of INR. 10/- (Indian Rupees Ten only) each.
During the year under review, the Company did not issue any shares,
including those with differential voting rights, nor did it grant stock options, sweat
equity, or undertake any buyback of shares.
7. Material Changes and Commitments:
There have been no material changes and commitments, which affect the
financial position of the Company which have occurred between the end of the year under
review and the date of this Report. However, during the financial year,
i. In pursuance to the approval of the Members vide Extra-ordinary
General Meeting held on July 05, 2024, the Company have taken approval to:
• Accept the loan with an option to convert the same into Share
Capital of the Company to the extent of Rupees 50,00,00,000/- (Fifty Crores Only) subject
to complying the other applicable provisions of the Companies Act, 2013 and SEBI or rules
made there under;
• Issue upto a maximum of 2,82,80,000 (Two Crore Eighty Two Lakh
Eighty Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-
up equity share of the Company of face value of INR. 10/- each at an exercise price of Rs.
16/- (Rupees Sixteen only) ("Warrants Issue Price") (including a premium of INR.
6/- (Rupees Six only) each aggregating up-to Rs. 45,24,80,000/- (Rupees Forty Five Crore
and Twenty Four Lakhs Eighty Thousand only) warrants on a Preferential basis to Public;
and
• Issue upto a maximum of 1,17,20,000 (One Crore Seventeen Lakhs
Twenty Thousand) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-
up equity share of the Company of face value of INR. 10/- each at an exercise price of
INR. 16/- (Indian Rupees Sixteen only) ("Warrants Issue Price") (including a
premium of INR. 6/- (Indian Rupees Six only) each aggregating up-to INR. 18,75,20,000/-
(Indian Rupees Eighteen Crores and Seventy Five Lakhs Twenty Thousand only) to promoter
and promoters group.
ii. In pursuance to the approval of the Members vide Annual General
Meeting held on September 20, 2024, the Company have taken approval to:
• Change the name from "KAVVERI TELECOM PRODUCTS
LIMITED" to "KAVVERI DEFENCE & WIRELESS TECHNOLOGIES LIMITED" effective
from October 25, 2024
• Alter the Articles of Association of the Company in pursuance to
change of name and adopt a new set of Articles as per the Companies act, 2013;
• Alter the Memorandum of Association of the Company in pursuance
to change of name and adopt a new set of Memorandum of Association as per the Companies
act, 2013;
• Regularized the appointment of Mr. Gokul Rajendran as
Independent Director of the Company to hold office for a period of five (5) consecutive
years from September 21, 2024 to September 20, 2029 (both dates inclusive).
• Re-appointed Mr. Chenna Reddy Shivakumar Reddy as Managing
Director for a period of 5 Years with effect from 21st September 2024; and
• Re-appointed Mrs. Rajpeta Kasturi Hanumenthareddy as Whole-Time
Director for a period of 5 Years with effect from 21st September 2024.
iii. In pursuance to the approval of the Members vide Extra-ordinary
General Meeting held on February 28, 2025, the Company have taken approval to:
• Appointment Mr. Lakshmipuram Rajagopalachar Venugopal (DIN:
01058716) as NonExecutive, Non-Independent Director of the Company to hold office for a
period of five (5) consecutive years from March 01, 2025 to February 28, 2030 (both dates
inclusive); and
• Regularized the appointment of Mr. Sankethram Reddy Chenna Reddy
(DIN: 10862507) as Executive Director of the Company to hold office for a period of five
(5) consecutive years from March 01, 2025 to February 28, 2030 (both dates inclusive).
• Approval and ratification of related party transactions with
Samoro Telecoms Private Limited. Further, the Company after the year under review in lieu
of exercise of rights of warrant holders attached to the Warrant(s), to convert the
Warrant(s) and subscribe to equity share(s), the Company has allotted 1,42,50,000/- (One
crore forty two lakh fifty thousand) equity shares to warrant holders who have made
further payments to the outstanding 75% of the Warrants Issue Price.
8. Transfer of Unpaid and Unclaimed Dividends to Investor Education and
Protection Fund:
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India, after the completion of seven
years. Further, according to the Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the demat account of the IEPF Authority. During the year, there were no instances of
transferring any unclaimed and unpaid dividends to IEPF. Further, no shares were
transferred as per the requirements of the IEPF rules.
9. Change in Nature of Business, If any:
There has been no change in nature of business of the Company during
the year under review.
10. Disclosures By Directors:
The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company. Further, the
annual declarations from all the Independent Directors of the Company has been received
from the Company, confirming that they meet with the criteria of Independence provided in
Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no
change in the circumstances, which may affect their status as Independent Director during
the year.
The Independent Directors have reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company, taking into account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
11. Subsidiary/ Joint Venture/ Associate Company:
As on March 31, 2025, the details of the Subsidiaries and Step down
subsidiaries are as follows:
| Sl. No. |
Name |
Subsidiary/Step-down Subsidiary |
| 1 |
Eaicom India Private Limited, India |
Subsidiary |
| 2 |
Kavveri Technologies Inc., Canada |
Subsidiary |
| 3 |
Kavveri Telecom Infrastructure Limited, India (Under
Liquidation) |
Subsidiary |
| 4 |
Kavveri Technologies Americas Inc., USA |
Subsidiary |
| 5 |
DCI Digital Communications Inc., Canada |
Step-down Subsidiary |
| 6 |
Spotwave Wireless Ltd., Canada (Dissolved) |
Step-down Subsidiary |
| 7 |
Kavveri Realty 5 Inc., Canada |
Step-down Subsidiary |
| 8 |
Til-Tek Antennae Inc., Canada |
Step-down Subsidiary |
| 9 |
Quality Communications Systems, USA |
Step-down Subsidiary |
| 10 |
New England Communication Systems, USA |
Step-down Subsidiary |
| 11 |
Kavveri Telecom Espana, Spain (Dissolved) |
Step-down Subsidiary |
| 12 |
Trackcom Systems International Inc., Canada |
Step-down Subsidiary |
Further, there are no Associate Companies or Joint Venture Companies
within the meaning of Section 2(6) of the Act. The Company's consolidated financial
statements are prepared as per Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. However, the consolidated
financial statements/ information of the following subsidiaries/step-down subsidiaries are
not included for the Year ended March 31, 2025:
| Sl. No. |
Name |
Reason |
| 1 |
Kavveri Telecom Infrastructure Limited |
Under Liquidation |
| 2 |
EAICOM India Private Limited* |
Currently, the operations of the Company are non-operative
and hence the same is not considered for the consolidated financials |
| 3 |
Kavveri Technologies Americans Inc.* |
Currently, the operations of the Company are non-operative
and hence the same is not considered for the consolidated financials |
| 4 |
New England Communications Systems Inc.* |
Currently, the operations of the Company are non-operative
and hence the same is not considered for the consolidated financials |
| 5 |
Quality Communications Systems Inc.* |
Currently, the operations of the Company are non-operative
and hence the same is not considered for the consolidated financials |
| 6 |
Spotwave Wireless Ltd. |
Dissolved |
| 7 |
Trackcom Systems International Inc.* |
Currently, the operations of the Company are non-operative
and hence the same is not considered for the consolidated financials |
| 8 |
Kavveri Telecom Espana, Spain |
Dissolved |
Note: *Not Material to the consolidated financial statements. There is
an objective to simplify the structure further by dissolving additional entities which are
either dormant or have ceased to have business operations.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
in Form AOC-1 is attached to the financial statements of the Company as "Annexure
I".
12. Extract of Annual Return:
The Annual Return of the Company as on March 31, 2025 is available on
the website of the Company at https://kavveridefence.com/
13. Familiarisation Programme for Directors:
As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programme. Presentations are made by
Senior Management giving an overview of the operations, to familiarise the new Directors
with the Company's business operations.
The Directors are given an orientation on the products of the business,
group structure and subsidiaries, Board constitution and procedures, matters reserved for
the Board, and the major risks and risk management strategy of the Company.
14. Directors and Key Managerial Personnel:
i. Change in Directors & Key Managerial Personnel:
During the year under review, the following changes occurred:
• Ms. Nandita Singh (Membership No. A59351) was appointed as
Company Secretary and Compliance Officer of the Company with effect from June 10, 2024 and
resigned effective from May 30, 2025. Further, Mr. Ashwin H Kumar (Membership No. A76260)
has been appointed as Company Secretary and Compliance Officer of the Company with effect
from June 02, 2025 and resigned effective August 30, 2025;
• Mr. Gokul Rajendran was appointed as Non-Executive Independent
Additional Director of the Company effective from June 21, 2024 and was subsequently his
appointment was approved to hold office as an Independent Director of the Company for a
period of five (5) consecutive years from September 21, 2024 to September 20, 2029 (both
dates inclusive);
• Mr. Shankarnarayan Srikantiah Bangalore, Independent director
term completed effective on September 30, 2024.
• Mr. Chenna Reddy Shivakumar Reddy was re-appointed as Managing
Director for a period of 5 Years with effect from September 21, 2024 till September 20,
2029;
• Mrs. Rajpeta Kasturi Hanumenthareddy was re-appointed as
Whole-Time Director for a period of 5 Years with effect from September 21, 2024 till
September 20, 2029;
• Mr. Sankethram Reddy Chenna Reddy was appointed as Executive
Director of the Company to hold office for a period of five (5) consecutive years from
March 01, 2025 to February 28, 2030 (both dates inclusive);
• Mr. Gajanan Bhat was appointed as Non-Executive Independent
Additional Director of the Company effective from February 05, 2025 and vacated as an
Additional Independent Director of the Company,w.e.f. February 28,2025;
• Mr. Lakshmipuram Rajagopalachar Venugopal was appointed as an
Additional Director of the Company in Non-Independent Category w.e.f November 7, 2024 and
in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
2015 wherein he held office up to the date of the next general meeting or within a time
period of three months from the date of appointment, whichever is earlier i.e February 6,
2025 subsequently his office was vacated on February 7, 2025 and was approved by the
members for the appointment as Non-Executive, Non-Independent Director of the Company to
hold office for a period of five (5) consecutive years from March 01, 2025 to February 28,
2030 (both dates inclusive);
ii. Retirement by Rotation of the Directors: In accordance with the
provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Chenna Reddy Shivakumar Reddy Managing Director of the Company and Mrs. Rajpeta Kasturi
Hanumenthareddy, Whole time Director and CFO of the Company, retires by rotation and
offers themselves for reappointment.
The brief resume of Mr. Chenna Reddy Shivakumar Reddy and Mrs. Rajpeta
Kasturi Hanumenthareddy, the nature of their expertise in specific functional areas, names
of the companies in which they have held directorships, their shareholding etc. are
furnished as the Annexure - B to the notice of the ensuing AGM.
The Policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, Independence of Director,
and also remuneration for Key Managerial Personnel and other employees' forms part of
Corporate Governance Report of this Annual Report.
15. Board Meetings and Committee Meetings:
The Company held Seven meetings of its Board of Directors during the
year on May 30, 2024, June 10, 2024, June 21, 2024, July 18, 2024, August 14, 2024,
November 14, 2024 and February 05, 2025.
Attendance of Directors:
| Name |
May 30, 2024 |
June 10, 2024 |
June 21, 2024 |
July 18, 2024 |
August 14, 2024 |
Novem ber 14, 2024 |
Februar y 05, 2025 |
| Chennareddy Shivkumar Reddy |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
| Rajpeta Kasturi Hanumenthare ddy |
Present |
Present |
Present |
Absent |
Present |
Present |
Present |
| Keerthi Narayan |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
| Gokul Rajendran |
NA |
NA |
NA |
Present |
Present |
Present |
Present |
| Lakshmipuram Rajagopalachar Venugopal |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
| Sankethram Reddy Chenna Reddy |
NA |
NA |
NA |
NA |
NA |
NA |
Present |
| Shankarnarayan Srikantiah Bangalore* |
Present |
Present |
Present |
Absent |
Absent |
NA |
NA |
Note: *Term completion effective September 30, 2024. The composition of
the Board as at March 31, 2025 are given in detail in the Corporate Governance report
which forms part of this annual report.
i. Committees of the Board:
a. Audit Committee: The committee has met Four (4) times during the
year under review. The composition of the Audit Committee as at March 31, 2025 and details
of the Members participation at the Meetings of the Committee along with the role and
other functions are given in detail in the Corporate Governance report which forms part of
this annual report. All the Members on the Audit Committee have the requisite
qualification for appointment on the Committee and possess sound knowledge of finance,
accounting practices and internal controls. The Company Secretary acts as the Secretary to
the Committee.
b. Nomination and Remuneration Committee: The committee has met four
(4) times during the year under review and details of the Members participation at the
Meetings of the Committee along with the role and other functions are given in detail in
the Corporate Governance report which forms part of this annual report. The Company has
formulated a Remuneration Policy which is available in the Company's website
https://kavveridefence.com/
c. Stakeholders Relationship Committee: The committee has met four (4)
times during the year under review and details of the Members participation at the
Meetings of the Committee along with the role and other functions are given in detail in
the Corporate Governance report which forms part of this annual report.
16. Board's Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board had adopted a formal mechanism for evaluating its performance
and that of its Committees and Directors, including the Chairman of the Board. During the
financial year, the evaluation exercise was carried out through a structured evaluation
process covering various aspects of the functioning of the Board and Committees such as
their composition, experience & competencies, performance of specific duties &
obligations, governance issues etc. A separate exercise was carried out to evaluate the
performance of each individual Director including the Board's Chairman who were
evaluated on parameters such as contribution at the meetings, independent judgment,
attendance and other relevant aspects. The Board was satisfied with the evaluation
results, which reflected the overall engagement of the Board, Committees and the Directors
of the Company. Further, SEBI (LODR) (Amendment) Regulations, 2018 has changed the
evaluation criteria of Independent Directors from April 1, 2019. As per the amendment,
evaluation of Independent Directors by the entire Board shall include:
(a) Performance of Directors and
(b) Fulfilment of independence criteria as specified in SEBI (LODR)
Regulations, 2015 and their independence from the Management
17. Corporate Social Responsibility:
During the year under review, the Company does not fall under the
criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules
framed there under for the year ended 31st March 2025. Therefore, the provisions of
Corporate Social Responsibility are not applicable to the Company during the period.
18. Green Initiatives:
In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 30th Annual General Meeting of the Company
including the Annual Report for Financial Year 2024-25 are being sent to all Members whose
e-mail addresses are registered with the Company / RTA / Depository Participant(s).
19. Auditors and their reports:
i. Statutory Auditors: M/s. J K Chopra & Associates, Chartered
Accountants, Bangalore (F.R.N 016071S) have tendered their resignation from the Company as
Statutory auditors effective from August 29, 2025 after completion of the audit for the
year ended March 31, 2025 and submission of Limited Review Report for the Quarter ended on
June 30, 2025. Audit Committee is aligned with reason of Auditors' resignation.
Pursuant to Section 139 and other applicable provision(s), if any , of
the Companies Act , 2013, and pursuant to the recommendation of the Audit Committee of the
Company, the Board at its meeting held on August 30, 2025 has approved and recommended to
the shareholders for its approval at ensuing 30th Annual General Meeting of the Company,
the appointment of M/s. Rajagopal & Badri Narayanan Chartered Accountants (Firm
Registration Number 003024S) as Statutory Auditors of the company to fill casual vacancy
in the office of Statutory Auditors arisen due to resignation of M/s. J K Chopra &
Associates, Chartered Accountants, Bangalore (F.R.N 016071S) to hold office till
conclusion of ensuing 30th Annual General Meeting of the Company.
Pursuant to the recommendation of Audit Committee of the Company, the
Board of has recommended to the Shareholders for its approval at ensuing 30th Annual
General Meeting, the Appointment of M/s. Rajagopal & Badri Narayanan Chartered
Accountants (Firm Registration Number 003024S) as Statutory Auditors of the Company for a
period of 5 years to hold office
from the conclusion of the ensuing 30th Annual General Meeting till the
conclusion of 35th Annual General Meeting of company to be held in the Financial Year
2030. The Certificate to the effect that the Auditors appointment is in line with
conditions prescribed under section 141 of the Companies act, 2013 and other applicable
provisions, if any has been provided by the auditors along with their peer review
certificate.
There are qualifications raised by the Statutory Auditors and
Secretarial Auditors in their respective Reports. The qualifications along with the
respective responses from the management is annexed herewith as "Annexure II".
Further, there was no instance of fraud during the financial year under
review, which required the Statutory Auditors to report to the Audit Committee and / or
the Board, as required under Section 143(12) of the Act and Rules framed thereunder.
ii. Secretarial Auditor and their reports: Pursuant to the provisions
of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed M/s. G Bhat &
Associates., Practicing Company Secretaries (CP No. 18963), to undertake the Secretarial
Audit of the Company for the F.Y. 2025-26 till F.Y. 2029-30 in its meeting held on August
30, 2025. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as
"Annexure IN".
There are qualifications raised by the Secretarial Auditors in their
respective Reports. The qualifications along with the respective responses from the
management is annexed herewith as "Annexure II".
Further, the Secretarial Compliance Report as per the Securities and
Exchange Board of India Regulations and Circulars/Guidelines issued thereunder for the
year under review has been issued by M/s. G Bhat & Associates., Practicing Company
Secretaries (CP No. 18963) and submitted to the Stock exchanges.
The Certificate of Non-Disqualification of Directors received from M/s.
G Bhat & Associates., Practicing Company Secretaries is annexed to the Board's
Report as "Annexure IV".
iii. Cost Auditor: During the year under review, the provisions of
Section 148 of the Companies Act, 2013 is not applicable to the Company.
iv. Internal Auditor: The Board of Directors based on the
recommendation of the Audit Committee and pursuant to the provisions of section 138 of the
Act read with the Companies (Accounts) Rules, 2014, has appointed M/s Kumar &
Raghuveer, Chartered Accountants (Firm Registration Number: 007119S) as the Internal
Auditors of your Company for the F.Y. 2025-26 in its meeting held on August 30, 2025. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board.
20. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review,
in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations") and amendments made
thereto from time to time, is presented in a separate section forming part of the Annual
Report.
21. Corporate Governance:
The Corporate Governance Report regarding compliance of the conditions
of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as part of
this Report along with the Certificate on its compliance.
The Certificate on compliance of Corporate Governance issued by M/s. G
Bhat & Associates., Practicing Company Secretaries is annexed to the Board's
Report as "Annexure V".
22. Vigil Mechanism / Whistle - Blower Policy:
Pursuant to the provisions of Section 177(9) of the Act, read with the
Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and
Employees to report genuine concerns and to provide adequate safeguards against
victimization of persons who may use such mechanism. The functioning process of this
mechanism has been more elaborately mentioned in the Corporate Governance Report which
forms part of this Annual Report. The said Policy is available on Company's website
at https://kavveridefence.com/
23. Internal Audit & Controls:
Pursuant to provisions of Section 138 read with rules made there under,
the Board has appointed M/s Kumar & Raghuveer, Chartered Accountants (Firm
Registration Number: 007119S) as
an Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. The Internal Audit shall
be carried out on quarterly basis and the report shall be placed in the Audit Committee
Meeting and the Board Meeting for their consideration and direction.
The Company is looking upon appropriate internal controls to be
implemented and effective reconciliation. The Management intends to maintain a proper and
adequate system of internal financial controls which ensures that all Assets are
safeguarded and protected against loss from unauthorized use or disposition and that the
transactions are authorised, recorded and reported diligently.
The Audit Committee and Independent Internal Auditors shall regularly
review internal financial controls and operating systems and procedures for efficiency and
effectiveness. The Internal Auditor's Reports shall be regularly reviewed by the
Audit Committee of the Board.
24. Risk Assessment and Management:
The Company has been on a continuous basis reviewing and streamlining
its various operational and business risks involved in its business as part of its risk
management policy. The Company also takes all efforts to train its employees from time to
time to handle and minimize these risks.
25. Compliance With Secretarial Standards:
In terms of Section 118(10) of the Act, the Company is complying with
the Secretarial Standards issued by the Institute of Company Secretaries of India and
approved by Central Government with respect to Meetings of the Board of Directors and
General Meetings.
26. Particulars of Employees and Remuneration:
In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the rules there under as amended from time to time is annexed
as an Annexure VI to this Report.
There are no instances of employees who was in receipt of remuneration
in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the rules made there under.
27. Policies and Disclosure Requirements:
In terms of provisions of the Companies Act, 2013 the Company has
adopted following policies which are available on its website https://kavveridefence.com/
28. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
i. Conservation of Energy: The steps taken or impact on conservation of
energy:
a) The Operations of the Company are not energy intensive. However,
adequate measures have been initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of
energy - Company shall consider on adoption of alternate source of energy as and when
necessitated.
c) The Capital Investment on energy conversation equipment - No Capital
Investment yet.
ii. Technology Absorption: The Company's operations do not require
significant import of technology.
a) The efforts made towards technology absorption - A continuous
interaction and exchange of information in the industry is being maintained with a view to
absorbing, adapting and innovating new methods that may be possible.
b) The benefits derived like product improvement, cost reduction,
product development or import substitution - Not Applicable.
c) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) - Not Applicable.
iii. The expenditure incurred on Research and Development - The
expenditures are strategically directed towards enhancing exploring new technologies and
developing groundbreaking solutions to meet evolving market demands. The Company believes
that its sustained focus on R&D will drive future value creation and maintain our
competitive edge in the industry.
iv. Foreign exchange earnings and Outgo - Total foreign exchange
earnings and outgo details during the year were: INR in Lakhs
| Particulars |
2024-2025 |
2023-2024 |
| Foreign Exchange Earnings |
Nil |
Nil |
| Foreign Exchange Outgo |
103.54 |
Nil - |
29. Particulars of Loans. Investments and Guarantees:
The Board has obtained approval from the shareholders of the company in
28th Annual General Meeting of the company on September 30, 2023 by way of Special
Resolution to authorize the Board of Directors (hereinafter referred to as "the
Board") for the following:
1. give any loan to any person or other body corporate;
2. give any guarantee or provide any security in connection with a loan
to any other body corporate or person; and
3. acquire by way of subscription, purchase or otherwise, the
securities of any other body corporate, as they may in their absolute discretion deem
beneficial and in the interest of the Company
which may exceed 60% of paid up share capital and free reserves and
securities premium or 100% of free reserves and securities premium, that is to say,
reserves not set apart for any specific purpose, whichever is more, provided that the
total amount of investments made / loans given / guarantees / securities already made by
the Company, shall not at any time exceed the limit of INR. 100,00,00,000/- (Indian Rupees
One Hundred Crores Only). The details of Loans, Guarantees and Investments made by your
Company and covered under the provisions of Section 186 of the Companies Act 2013 are
appended as notes to the financial statements.
30. Particulars of Contracts or Arrangements with Related Parties:
The details of the related party transactions as required under Indian
Accounting Standard (IND- AS) - 24 are set out in Note to the financial statements forming
part of this Annual Report and the related party transactions in pursuance Section 188
read with Section 134 of the Companies act, 2013 and relevant rules made thereunder have
been disclosed in form AOC-2 which is annexed herewith as "Annexure VII"
31. Deposits:
The Company did not accept / hold any deposits from public /
shareholders during the year under review.
32. Prevention of Insider Trading:
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the revised "Code of Conduct for Prevention of Insider
Trading" ("the Insider Trading Code").
The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed
to be listed securities of the Company. The Company has also adopted the Code of Practice
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the
Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations,
2018. The Code is available on the Company's website https://kavveridefence.com/
33. Significant and Material Orders:
During the year under review, there are no significant and material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status
and Company's operations in future. However, the Company had received a
Administrative warning from SEBI in respect of Related Party Transactions undertaken by
the company for the half year ending on September 30, 2024 for which proper ratification
from the members and disclosures have been made along with reply of compliance to SEBI.
The Board and Audit Committee has taken corrective actions and ensure to comply with all
applicable laws and regulations to the Company with utmost adherence.
34. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention. Prohibition and Redressal) Act, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013.
All employees including trainees are covered under this policy.
Detailed summary is disclosed in Report of Corporate Governance.
35. Financial Ratios:
The Key Financial Ratios with detailed explanations were disclosed in
the Financial Statements, which forms part of this Report.
36. Business Responsibility and Sustainability Report:
The Board of Directors of the Company hereby confirms that according to
the provisions of Regulation 34(2) (f) of the Listing Regulations, the report on Business
Responsibility and Sustainability Report is not mandatorily applicable to the Company,
hence not annexed with Annual Report.
37. Certificates from the Board of Directors and Senior Management
Personnel:
• The Declaration Regarding Compliance by Board Members and Senior
Management Personnel with the Code of Conduct is annexed as an Annexure VIII to this
Report.
• The MD and CFO Certificate as prescribed under Schedule II Part
B of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,
2015 is annexed as an Annexure VIIIA to this Report.
38. Disclosures:
The following disclosures are not applicable to the company:
1. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year.
2. 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.
39. 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:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
ii. They 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 the Company at the end of the
financial year and of the profit of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
40. Appreciation:
The Board of Directors, wish to place on record its sincere
appreciation for the support and cooperation received from all its stakeholders including
customers, promoters, shareholders, bankers, suppliers, auditors, various departments/
agencies of Central/State Government and other business associates of the Company. Your
Board recognizes and appreciates the contributions made by all employees at all level that
ensure sustained performance in a challenging environment.
41. Cautionary Statement:
The Boards Report and the Management Discussion and Analysis report
describes the Company's objectives, expectations or predictions, may be forward
looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply
conditions affecting selling prices, new capacity additions, availability of critical
materials and their cost, changes in government policies and tax laws, economic
development of the country, and other factors which are material to the business
operations of the Company.
| By Order of the Board |
Date: 30/08/2025 |
| For Kavveri Defence & Wireless Technologies Limited |
Place: Bangalore |
| SD/- |
SD/- |
| Chenna Reddy Shivakumar Reddy |
R H KASTURI |
| Managing Director |
Wholetime Director and CFO |
| DIN: 01189348 |
DIN: 00291851 |
|