Kavveri Defence & Wireless Technologies board of directors approved a scheme of amalgamation with Samoro Telecoms Private Limited on September 6, 2026. The transaction aims to enhance telecom-defence integration and develop a unified technology platform, consolidating operations in the microwave and RF components sector under a single corporate entity.

The board approved the scheme following recommendations from the audit committee and independent directors. The amalgamation is subject to approvals from shareholders, creditors, the National Company Law Tribunal (NCLT), and stock exchanges.

Transaction Structure

The deal involves a share exchange rather than cash consideration. Shareholders of Samoro Telecoms will receive 453 fully paid-up equity shares of Kavveri Defence for every 1 fully paid-up equity share held in the transferor company. Both shares have a face value of ₹10.

A registered valuer, Mr Bhavesh M Rathod, issued a valuation report dated September 6, 2026, to determine the exchange ratio. Srujan Alpha Capital Advisors LLP provided a fairness opinion on the valuation.

Financial Overview

The financial position of both entities as at March 31, 2026, is detailed below.

Samoro Telecoms reported a negative net worth of ₹39.63 lakh as at March 31, 2026. In contrast, Kavveri Defence reported consolidated total assets of ₹12,655.06 lakh and net worth of ₹11,172.38 lakh for the same period.

What the Numbers Show

Samoro Telecoms contributes ₹469.75 lakh in turnover, representing approximately 41.7% of Kavveri Defence’s standalone turnover of ₹719.87 lakh. This indicates that the transferor company accounts for a significant portion of the transferee’s existing revenue base, suggesting the merger is primarily an internal consolidation of related entities rather than an acquisition of new market share.

Shareholding Changes

The amalgamation alters the promoter holding structure of Kavveri Defence. The transaction is classified as a related-party transaction due to common promoters between the two entities.

Promoter holding increases from 24.56% to 45.20%, while public holding decreases from 75.44% to 54.80%. The total number of equity shares outstanding will rise from 6,01,24,260 to 8,27,74,260.

Regulatory Compliance

The company stated that the transactions are undertaken at arm’s length. Under Ministry of Corporate Affairs General Circular No. 30/2014, this amalgamation is exempt from Section 188 of the Companies Act, 2013, regarding related-party transactions. However, public shareholder approval is required under SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023.

Promoter Chennareddy Rohit Reddy of Kavveri Defence & Wireless Technologies has confirmed that his shareholding remains free of any encumbrance as of March 31, 2026. In a disclosure to the stock exchanges, Reddy declared that neither he nor any persons acting in concert have created any third-party claims over his equity shares during the financial year ended March 31, 2026. The filing was submitted in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Shareholding and Allotment Details

Chennareddy Rohit Reddy reported holding 22,50,000 equity shares, representing 3.74% of the company. These shares were allotted to him pursuant to the conversion of convertible warrants. The company executed a total allotment of 1,85,00,000 equity shares, of which 22,50,000 shares were allotted to Reddy.

Board Approvals and Listing Status

The allotment was approved during a board meeting held on March 5, 2026. The company is currently awaiting listing approval from the stock exchanges for these newly issued shares. The disclosure ensures transparency regarding the promoter's holdings and confirms the absence of any financial liabilities or charges against the stated shares.