Kavveri Defence & Wireless Technologies board of directors approved a scheme of amalgamation with Samoro Telecoms Private Limited on September 6, 2026. The transaction consolidates 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.

Kavveri Defence & Wireless Technologies has fixed the book closure for its 31st Annual General Meeting (AGM). The register of members and share transfer books will remain closed from September 24, 2026, to September 30, 2026.

The company’s Board of Directors approved these dates during a meeting held on September 4, 2026. This session followed the prior intimation issued on September 1, 2026, regarding administrative matters for the financial year ended March 31, 2026.

Book Closure and Voting Details

The primary objective of the recent board meeting was to finalize the logistical details for the upcoming AGM. The key decisions include:

• Book Closure Period: The register of members will be closed from Thursday, September 24, 2026, to Wednesday, September 30, 2026 (both days inclusive).
• E-Voting Cut-off: The cut-off date for remote e-voting is fixed at September 23, 2026. Shareholders on record as of this date will be entitled to cast their votes electronically.

These actions are taken pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The earlier agenda items, including fixing the AGM date and appointing a scrutinizer, were part of the broader compliance requirements addressed in this cycle.

The company informed both the BSE and NSE of these developments on September 4, 2026.