Kavveri Defence & Wireless Technologies reported a significant contraction in its financial performance for the fiscal year ended March 31, 2026 (FY26), as order deliveries slowed following a peak year. The company’s 31st Annual General Meeting (AGM) is scheduled to be held on September 30, 2026, at its registered office in Bengaluru.

Financial Performance

Consolidated revenue from operations fell 50.8% year-on-year to ₹842.1 million (₹842.09 crore) in FY26, compared to ₹1,712.0 million in FY25. This decline follows a substantial spike in FY25 revenues, which were driven by large order deliveries.

Profitability metrics mirrored the revenue drop. Consolidated net profit after tax decreased by 80.7% to ₹124.2 million (₹124.17 crore) from ₹640.7 million in the previous year. Standalone net profit also contracted sharply, falling to ₹81.2 million from ₹544.9 million.

Balance Sheet and Capital Structure

The company strengthened its balance sheet through equity infusion. During FY26, Kavveri converted 40 million warrants into equity shares at an issue price of ₹16 per share, raising additional capital. Consequently, total equity increased to ₹12,711.2 million (standalone) from ₹9,571.3 million in FY25.

Borrowings remained minimal, with consolidated borrowings standing at just ₹44.1 million (₹4.41 crore) as of March 31, 2026, down from ₹189.3 million in FY25. The company remains largely debt-free, with no long-term borrowings reported.

What the Numbers Show

A critical observation from the financial statements is the heavy reliance on non-operating income to sustain profitability. In the standalone books, other income stood at ₹209.7 million against revenue from operations of ₹510.2 million. This means other income contributed approximately 41% of total standalone income, highlighting that core operational margins are under pressure during this period of lower order deliveries.

Corporate Governance and AGM Details

The AGM will address several key resolutions, including:

• Adoption of audited financial statements for FY26.
• Re-appointment of directors Chennareddy Shivakumarreddy and R H Kasturi.
• Approval of material related-party transactions with subsidiaries including Til-Tek Antenna Inc. and Samoro Telecoms Private Limited.
• Revision of remuneration for key managerial personnel.

Remote e-voting will be available from September 27 to September 29, 2026. The register of members will remain closed from September 24 to September 30, 2026.

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.