Directors Report of Kavveri Defence & Wireless Technologies Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 30th (Thirtieth) Annual Report of Kavveri
Defence & Wireless Technologies Limited (Formerly Kavveri Telecom Products Limited)
(âKavveriâ) or (âthe Companyâ), together with the audited financial statements of the Company
for the year ended 31st March, 2025 (âyear under reviewâ).

1. Financial Summary & Highlights:

In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as âthe
Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as the âListing Regulationsâ), the Company have prepared its Standalone and
Consolidated Financial Statements as per Indian Accounting Standards (âIND ASâ) for the
financial year 2024-25 and the financial highlights are as summarized below:

(INR in lakhs unless specified otherwise)

Particulars	Standalone		Consolidated
Particulars	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 Companyâs 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 Companyâs 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. Companyâs 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:

â¢ 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;

â¢ 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) (âWarrants Issue Priceâ) (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

â¢ 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) (âWarrants Issue Priceâ) (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:

â¢ Change the name from âKAVVERI TELECOM PRODUCTS LIMITEDâ to âKAVVERI DEFENCE
& WIRELESS TECHNOLOGIES LIMITEDâ effective from October 25, 2024

â¢ 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;

â¢ 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;

â¢ 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).

â¢ Re-appointed Mr. Chenna Reddy Shivakumar Reddy as Managing Director for a period of 5
Years with effect from 21st September 2024; and

â¢ 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:

â¢ Appointment Mr. Lakshmipuram Rajagopalachar Venugopal (DIN: 01058716) as NonÂ¬
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); and

â¢ 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).

â¢ 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 (âthe IEPF Rulesâ), 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 Companyâs 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

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 Companyâs subsidiaries in Form AOC-1 is attached to the
financial statements of the Company as âAnnexure Iâ.

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:

â¢ 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;

â¢ 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);

â¢ Mr. Shankarnarayan Srikantiah Bangalore, Independent director term completed effective on
September 30, 2024.

â¢ 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;

â¢ 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;

â¢ 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);

â¢ 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;

â¢ 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 reÂ¬
appointment.

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 Directorâs appointment and remuneration including criteria for determining
qualifications, positive attributes, Independence of Director, and also remuneration for Key
Managerial Personnel and other employeesâ 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 Companyâs 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. Boardâs 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
Boardâs 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 Auditorsâ 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 âAnnexure IIâ.

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 âAnnexure INâ.

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
âAnnexure IIâ.

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 Boardâs Report as âAnnexure IVâ.

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. Managementâs 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 Boardâs Report as âAnnexure Vâ.

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 Companyâs 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
Auditorâs 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 Companyâs 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 âthe Boardâ) 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 âAnnexure VIIâ

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 âCode of Conduct for Prevention of Insider Tradingâ (âthe Insider Trading Codeâ).

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 (âthe Codeâ) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the
Companyâs 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 Companyâs
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:

â¢ 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.

â¢ 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. Directorsâ 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 coÂ¬
operation 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
Companyâs 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 Companyâs 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

Mar 31, 2024

Your directors are pleased to present below the 29^th Annual Report along with the Consolidated and Standalone Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS R IN Lakhs):

Particulars (In t: Lakhs)	Consolidated*		Starn	alone*
Particulars (In t: Lakhs)	FY24	FY23	FY24	FY23
Total Income	187.99	24,363.6 0	16.65	24,014.0 4
Profit before exceptional items and tax	(109.30)	3 ,237.31	(60.73)	3,305.24
Add/Less-Exceptional Items Income/(Expense)	25.00	87.74	25.00	87.74
Profit after exceptional items and before Tax	(134.30)	3 ,149.57	(85.73)	3 ,217.50
Less: provision for tax	-	-	(0.81)	-
Current tax	(0.81)	-	-	-
Tax adjustment relating to earlier years	-	0.81	-	0.81
Deferred tax (credit)/charge	-	-	-	-
Profit after Tax	(133.50)	3,148.76	(84.92)	3 ,216.70
Other comprehensive income for the year, net of tax	-	-	-	-
Total comprehensive income for the year	-	-	-	-
Add: balance brought forward from previous year	-	-	-	-
Total available for appropriation	-	-	-	-
Interim dividend	-	-	-	-
Dividend distribution tax	-	-	-	-
Share based compensation adjustment	-	-	-	-
Balance transferred to Balance Sheet	(133.50)	3 ,148.76	(84.92)	3 ,216.70

* 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.

DIVIDEND AND RESERVES:

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

The Company has transferred entire amounts of loss to reserves for the financial year ended March 31, 2024.

OPERATING RESULTS:

The financial performance highlights for the year ended March 31, 2024, are as follows:

On a Standalone basis, the Company has registered a net income stood at Rs. 16.55 Lakhs as compared to total revenue of Rs. 24,014.04 Lakhs of previous year (The company undergoes the OTS with the bank and all the financial liabilities are settled off. Hence total income appears to be high] and the Company has reported Loss after tax of Rs. 84.92 Lakhs during the Financial Year as compared to profit of Rs. 3,216.70 Lakhs in the previous Financial Year. The company undergoes the OTS with the bank and all the financial liabilities are settled off. Hence it appears that, the company earned the profit as per the Profit and Loss statement in the previous year.

On Consolidated basis, the Company has registered a net income stood at Rs. 187.99 Lakhs as compared to total revenue of Rs. 24,363.60 Lakhs of previous year (The company undergoes the OTS with the bank and all the financial liabilities are settled off. Hence total income appears to be high] and the Company has reported Loss after tax of Rs. 133.50 Lakhs during the Financial Year as compared to Profit of Rs. 3,148.76 Lakhs in the previous Financial Year 2022-23. The company undergoes the OTS with the bank and all the financial liabilities are settled off. Hence it appears that, the company earned the profit in the previous year as per the Profit and Loss statement.

COMPANY''S PRODUCTS / SERVICES:

Kavveri Telecom Products Limited formerly Kaveri Telecoms Ltd. ("Kavveri was incorporated in 1996 and is engaged in the design, development and manufacture of RF products Antennas for Telecom, Defence and space Applications in India and abroad. Kavveri enjoys the stature of being one of the largest manufacturers of Antennas & R F Products in India. Kavveri also provides total Turnkey solutions for coverage and capacity enhancement requirements for Turnkey solution for coverage and capacity enhancement requirements for GSM and CDMA carriers in India.

Kavveri is one of the leading providers of intelligent indoor coverage solutions for the mobile communications industry. Kavveri is working directly with mobile carriers to innovative approaches that extend wireless coverage indoors while preserving network integrity. It provides repeater solutions seamlessly to bring the outdoor signal inside for medium and large sized enterprise facilities ensuring that cell phones and mobile devices work reliably indoors.

Its focus on quality products has also enabled Kavveri to become the favoured vendor for GSM and CDMA operators and OEMs across India. Kavveri''s esteemed clientele include industry giants such as Airtel, BSNL, Idea, ISRO, Nokia, Reliance Communications, Tata Teleservices, Vodafone to name a few. All the products that are manufactured by the company are designed and developed by the in-house Research & Development Centre of the Company.

Kavveri''s products are mainly used in Telecom, Defence and Space segments and it has been dominant in the Telecom Segment since inception. For the last over 2 decades, Kavveri has been designing and developing various Radio Frequency Products and Antennas for defence and space requirements. Kavveri continues to invest in the research and development of Telecom products and the diversification of offerings, and has one of the industry''s leading portfolios in terms of performance and features. The proprietary design technology is a further differentiator for the company''s products.

CHANGES IN SHARE CAPITAL:

There were no changes in the Share Capital of the Company during the financial year. CAPITAL STRUCTURE OF THE COMPANY:

The Authorized Share Capital of the Company as on date is ^ 25,00,00,000/- (Indian Rupees Twenty-Five Crores only] divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity Shares of ^ 10/- (Indian Rupees Ten only] each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on date is ^ 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 ^ 10/- (Rupees Ten only] each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

During the financial year under review, the Company has not issued Shares Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the financial year under review, the Company has not issued Sweat Equity Shares. MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (MD&A] Report is annexed to this report as "Annexure I" as required under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements (LODR]] Regulations, 2015 (Hereinafter referred as SEBI (LODR] Regulations 2015],

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Chennareddy Shivakumarreddy and Rajpeta Kasturi Hanumenthareddy, is due to retire by rotation at the forthcoming Annual General Meeting (âAGMâ] and, being eligible, offers himself/herself for re-appointment. The Board recommends his reappointment at the forthcoming AGM.

During the year under review, Mr. Abhishek Padmanabha Desai, Director resigned with effect from October 12, 2023. The Board placed on the record its appreciation for valuable contribution given by him during the tenure as Independent Director of the Company.

Mr. Gokul Rajendran, has been appointed as an Additional Independent Director with effect from June 21, 2024.

During the year under review, Ms. Ankita Chowdhary (Membership No. A36224] has been appointed as Company Secretary and Compliance Officer of the Company with effect from 6^th September 2023 and she has been resigned from the office of the Company Secretary and Compliance Officer of the Company with effect from 28^th March 2024. The Board placed on the record its appreciation for valuable contribution given by her during the tenure of Key Managerial Person in the Company.

Ms. Nandita Singh (Membership No. A59351] was appointed as Company Secretary and Compliance Officer of the Company with effect from June 10, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of Independence as mentioned under sub-section (6] of Section 149 of the Companies Act, 2013 and as per the SEBI (LODR] Regulations, 2015 and criteria of independence from the Management.

On October 22, 2019, the MCA had released the Companies (Accounts] Amendment Rules, 2019, the Companies (Appointment and Qualification of Directors] Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors] Rules, 2019. These rules have come into force on December 1, 2019 and your Company yet to comply with these requirements.

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. The Independent Directors possess the requisite expertise and experience (including Proficiency] necessary for acting as Independent Directors of the Company.

DIRECTORS'' INTEREST:

During the year, the Company not entered contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

Your Directors draw attention of the members to Note to the financial statement which sets out related party disclosures.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority Accounting, Audit, Transfer and Refund] Rules, 2016 (âthe IEPF Rulesâ], 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, the Company has not required to transfer any unclaimed and unpaid dividends to IEPF. Further, no shares were transferred as per the requirements of the IEPF rules.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee and Risk Management Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the FY24.

Accordingly, pursuant to the provisions of Section 134(3)(c) and Section 134(5] of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, report that:

â¢ the applicable accounting standards have been followed in the preparation of the financial statements, along with proper explanations relating to material departures, if any;

â¢ 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 as at March 31, 2024 and of the loss of the Company for the year ended on that date;

â¢ 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;

â¢ they have prepared the annual accounts on a going concern basis;

â¢ they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS:

During the financial year, your Company has not invited/ accepted any Public Deposits pursuant to the provisions of Chapter V of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The details of Subsidiaries are mentioned elsewhere in this Annual Report.

Pursuant to Ministry of Corporate Affair''s Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and, where applicable, Requirements as prescribed by the Security and Exchange Board of India. The company do undertake that annual report that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office (i.e., Registered Office] of the company and of the subsidiary companies.

The consolidated Financial figures for the Financial Year ending on 31st March 2024 are not comparable with the Financial figures for the Financial Year ending on 31st March 2023, as the Financial figures for the Financial Year ending on March 31, 2024 do not include the following subsidiaries.

01. Kavveri Telecom Infrastructure Limited

02. EAICOM India Private Limited

03. Kavveri Technologies Americans Inc.

04. New England Communications Systems Inc.

05. Quality Communications Systems Inc.

06. Spotwave Wireless Ltd.

07. Trackcon Systems International Inc.

as Kavveri Telecom Infrastructure Limited is undergoing Insolvency process under the provisions of the Insolvency and Bankruptcy Code, 2016 (the Code] in respect of Kavveri Telecom Infrastructure Limited, subsidiary of the Company and has appointed Interim Resolution Professional to carry out the functions as mentioned under the Code, and the functions of the Board of the subsidiary are suspended and the said company is under liquidation Under IBC 2016 and Spotwave Wireless Ltd is undergoing bankruptcy proceedings in Canada and other companies are non-operating companies currently, hence the same is not considered for the consolidated financials. _

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not provided any loans and guarantees and no investment has been made during the Financial Year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: ''

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or T ribunals impacting the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financial year ended on 31^st March 2024.

EVALUATION OF THE BOARD''S PERFORMANCE:

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.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 (3) read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance and the Certificate as required under Schedule V Part C (10) (i) of SEBI (LODR) Regulations, 2015 from CS Guruprasada Bhat, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance is annexed as "Annexure II and Annexure III" which forms part of this report. Further, in compliance with the Listing Regulations, your Board has adhered to the Corporate Governance Code.

As required by SEBI (LODR) (Amendment) Regulations, 2018, ''Annual Secretarial Compliance Report'' issued by CS Guruprasada Bhat, Practicing Company Secretary for the financial year ended 31^st March 2024 is annexed as "Annexure IV" which forms part of this report.

COMPLIANCE WITH THE CODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by your Directors and Senior Management of your Company, for the financial year under review, as required under SEBI (LODR) Regulations, 2015 is annexed as "Annexure V" and forms part of this report.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. L R Venugopal, Chairman of Audit Committee through email or by correspondence through post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Companies Act 2013 and Provisions of SEBI (LODR] Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc... through various initiatives.

STATUTORY AUDITORS

The members of the Company in their 27^th Annual General Meeting (AGM] held on 30^thSeptember 2022 appointed M/s. J K Chopra & Associates, Chartered Accountants, Bangalore (F.R.N 016071S], as Statutory Auditors of the Company for a term of 5 (five] years from the conclusion of 27^th Annual General Meeting till the conclusion of 32^ndAnnual General Meeting.

AUDIT REPORT FOR 2023-2024

Statutory Auditors'' in their Standalone audit report qualified the following points.

Sl. No.	^Details of Audit Qualifications	Management''s Representations on audit '' qualification
1.	Material uncertainty related to Going	In respect of qualification 1
	Concern:	above, In the opinion of the management, resolution and
	During the year the company has	revival of the Company is
	incurred a Net loss of Rs. 84.92 Lakhs	possible in foreseeable
	resulting into accumulated losses of Rs.	future. Rapid increase of
	9,108.30 Lakhs, which is after	competitors in the
	recording all the necessary entries	telecommunication business
	based on the write back off of Deposits,	effects the operations of the
	Interest receivables and Trade	company during the previous
	receivables. There is significant	years. The management of
	decrease in revenue over the past few	the company is taking steps
	years. These conditions indicate the	to improve the business in
	existence of a material uncertainty that	the year 2024-25 and will
	may cast a significant doubt on the	improve the operations in
	Company''s ability to continue as going	the coming years. Hence the
	concern and therefore may be unable	company''s management is of
	to realize its assets and discharge its	the opinion that the company

	liabilities in the normal course of business. The ultimate outcome of these matters is at present not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying standalone financial statements.	is ''Going Concern'' only and the accounts have been prepared accordingly.
2.	In relation to carrying value of investments held by the company in its subsidiaries, which have been incurring losses and in some of these companies, net worth was fully or substantially eroded. Taking into account the management internal assessment and initiatives to be implemented to improve the profitability in the medium to long term, the management of the company is of the view that carrying value of investments are realizable at the value stated in the books. In the absence of fair valuation of these investments, we are unable to comment upon the carrying value and thus, we are unable ^Pto comment whether any provision for impairment in the value of investments is required.	The management of the Company is in communication with such subsidiaries engaged in the other projects to recover the dues and cost incurred by the ^Company and taking necessary steps to turnaround the loss-making subsidiary Companies. Considering the long-term nature of investments and in view of ongoing discussion, no provision has been considered necessary by the management in respect of impairment in the value of investment.
3.	"The company has not reinstated the forex balances in respect receivables and payables including the related parties balances which is not in conformity with Indian Accounting Standards 21, we are unable to comment the possible effects on the financial statements as the company does not have the details of the forex receivables and payables, further there are no balance confirmations available.	Company is in the process of arrive at the reinstated forex values. The same shall be taken care in the current financial year.

Statutory Auditors'' in their consolidated audit report qualified the following points.

Sl.	Details of	Audit	Management''s
No.	Qualifications		Representations on audit
			qualification

1.	In the consolidated financial statements, the financial statements/ financial information of the following subsidiaries are not included for the Year ended 31^stMarch, 2024. a. Kavveri Telecom Infrastructure Limited b. EAICOM India Private Limited c. Kavveri T echnologies Americans Inc. d. New England Communications Systems Inc. _ e. Quality '' Communications Systems Inc. f. Spotwave Wireless Ltd. g. Trackcon Systems International Inc. As the results/ financial information of the above mentioned subsidiaries are not considered in consolidation for the year ended 31.03.2024, the current year figures are not comparable to previous year.	In respect of qualification above, the opinion of the Management is as follows: Kavveri Telecom Infrastructure Limited is undergoing Insolvency process Under IBC 2016 and Spotwave Wireless Ltd is undergoing bankruptcy proceedings in Canada and other companies are nonoperating companies currently, hence the same is not considered for the consolidated financials.
2.	In respect of preparation of	In respect of qualification above, In the
	financial statements of "the group"	opinion of the management, resolution
	on going concern basis, during the	and revival of the Company is possible
	Year ended, "the group" has	in foreseeable future. Rapid increase of

	incurred a Net loss of Rs. 133.50 Lakhs resulting into accumulated losses of Rs. 9,224.81 Lakhs. "The group" has obligations towards fund-based borrowings and significant decrease in revenue over the years. These conditions indicate the existence of a material uncertainty that may cast significant doubt on "the group''s" ability to continue as going concern and "the group" may be unable to realize its assets and discharge its liabilities in the normal course of business. The ultimate outcome of these matters is at present not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying consolidated financial statements.	competitors in the telecommunication business effects the operations of the company during the previous years. The management of the company is taking steps to improve the business in the year 2024-25 and will improve the operations in the coming years. Hence the company''s management is of the opinion that the company is ''Going Concern'' only and the accounts have been prepared accordingly.
3.	Material uncertainty related to Going Concern: During the year the company has incurred a Net loss of Rs. 84.92 Lakhs resulting into accumulated losses of Rs. 9,108.30 ^PLakhs, which is after recording all the necessary entries based on the write back off of Deposits, Interest "receivables and Trade receivables. There is significant decrease in revenue over the past few years. These conditions indicate the existence of a material uncertainty that may cast a significant doubt on the Company''s ability to continue as going concern and therefore may be unable to realize its assets and discharge its liabilities in the normal course of business. The ultimate outcome of these matters is at present not ascertainable. Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying standalone financial statements.	In respect of qualification above, In the opinion of the management, resolution and revival of the Company is possible in foreseeable future. Rapid increase of competitors in the telecommunication business effects the operations of the " company during the previous years. The management of the company is taking steps to improve the business in the year 2024-25 and will improve the operations in the coming years. Hence the company''s management is of the opinion that the company is ''Going Concern'' only and the accounts have been prepared accordingly.

4.	In relation to carrying value of	The management of the
	investments held by the company	Company is in communication
	in its subsidiaries, which have been	with such subsidiaries engaged
	incurring losses and in some of	in the other projects to recover
	these companies, net worth was	the dues and cost incurred by
	fully or substantially eroded.	the Company and taking
	T aking into account the	necessary steps to turnaround
	management internal assessment	the loss-making subsidiary
	and initiatives to be implemented	Companies. Considering the
	to improve the profitability in the	long-term nature of investments
	medium to long term, the	and in view of ongoing
	management of the company is of	discussion, no provision has
	the view that carrying value of	been considered necessary by
	investments are realizable at the	the management in respect of
	value stated in the books. In the	impairment in the value of
	absence of fair valuation of these	investment. Further, depending
	investments, we are unable to	upon the future the
	comment upon the carrying value	management of the company
	and thus, we are unable to	shall take the necessary
	comment whether any provision for impairment in the value of investments is required.	modifications if required.

REPORTING OF FRAUDS

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.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014

1. The Disclosures pursuant to sub-rule (1] of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 are forms part of the Board''s Report.

2. The Disclosures pursuant to sub-rule (2] of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, in respect of employees of the Company forms part of the Board''s Report.

COST AUDIT

Cost Audit is not applicable as your industry is not within the purview of cost audit. INTERNAL FINANCIAL CONTROL

The Company has in place with adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

DISCLOSURE 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. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013. The Company has constituted a Corporate Social Responsibility (CSR] Committee comprising of the following Members:

1. Mr. Lakshmipuram Rajagopalachar Venugopal - Chairman

2. Mr. Shankarnarayan Srikantiah Bangalore - Member

3. Mr. Chennareddy Shivkumarreddy - Member

PERSONNEL / INDUSTRIAL RELATIONS

The relationship between the management and the staff was very cordial throughout the year under review. Your directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

RISK MANAGEMENT

The Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a] Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company managers, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (Six) times during the financial year 2023-24. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal and approval.

COMMITTEES OF BOARD OF DIRECTORS

Details of memberships and attendance of various Committee Meetings of the Company are given in the Corporate Governance Report.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

DISCLOSURE ON ONGOING PRIVATE PLACEMENT AND PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS OF THE COMPANY

As you all aware your company is undertaking the issue of 4,00,00,000 Convertible warrants on Private Placement and Preferential issue. The said issue has been approved by the shareholders of the company in the Extra-Ordinary General Meeting held on 5^thJuly 2024. Unfortunately, the details of pre and post shareholding were not correctly represented in the Notice calling Extra-Ordinary General Meeting since the Board was not aware of some pre preferential holdings by Mr. Kumar and Mr. Shrikanth Krishnamachary who holds 100 and 2550 shares prior to the relevant date respectively. The said mis representation was unintentional and without mens ria.

Further, the Board took the appropriate action to initiate the lock-in for the pre preferential holdings, held by the above said allottees and intimated the same to stock exchange for receipt of in-principle approval for the said issue. The National Stock Exchange (NSE) advised to overcome the lapse by mentioning the correct details in the Board''s report and to take the shareholders consent in the upcoming General Meeting.

As per the instruction and advise from the NSE, disclosing the appropriate details of pre and post shareholdings of the proposed allottees. Following are the pre and post shareholding details of proposed allottees in the said private placement and preferential offer.

Sr N o.	Name of the Allottee	Category of the allottee as per Regulation 31(1) of SEBI (LODR) ^Regulations, 2015	PAN of the Allottee	Pr Prefer Holt	e- ential ing	No. of Equity share s to be allotte d	Post Preferential Holding
Sr N o.	Name of the Allottee		PAN of the Allottee	No. of Shares	% of Holdi ⁿg	No. of Equity share s to be allotte d	No. of Shares	% of Holdi ⁿg
1	Uma Reddy C	Promoter	AEMPC49 63Q	17,50, 100	8.70	27500 00	45001 00	7.48
2	C Rohit Reddy	Promoter Group	ATOPC45 55B	0.00	0.00	22500 00	22500 00	3.74
3	C Mokshith Reddy	Promoter Group	BBYPC91 36P	0.00	0.00	22500 00	22500 00	3.74
4	C Sanketh Ram Reddy	Promoter Group	BGVPC52 07K	0.00	0.00	22500 00	22500 00	3.74
5	Ruma Reddy Chenna Reddy	Promoter Group	DEHPC40 41D	0.00	0.00	22200 00	22200 00	3.69
6	Shrikanth Krishnamach ary	Non- Promoter/Indi vidual	AQMPK0 038L	2,550	0.01	1,90,0 00	19255 0	0.32
7	Manjunath Reddy P	Non- Promoter/Indi vidual	BNNPR23 85E	0.00	0.00	25,000	25000	0.04

8	Kumar	Non- Promoter/Indi vidual	BPFPK97 94E	100	25,000	25100	0.04
9	Vincent Anthonidas	Non- Promoter/Indi vidual	ARRPA42 15H	89	10,000	10089	0.02
1 0	Raju K	Non- Promoter/Indi vidual	BGQPR30 68G	0.00	10,000	10000	0.02
1 1	Kempe Gowda H	Non- Promoter/Indi vidual	AWAPM5 258J	0.00	10,000	10000	0.02
1 2	Shrinivas	Non- Promoter/Indi vidual	FYDPS77 84D	0.00	10,000	10000	0.02
1 3	Manish V Lakhani	Non- Promoter/Indi vidual	AABPL03 57N	0.00	2,00,0 00	20000 0	0.33
1 4	Shila M Lakhani	Non- Promoter/Indi vidual	ABCPL82 64A	0.00	2,00,0 00	20000 0	0.33
1 5	Shrey M Lakhani	Non- Promoter/Indi vidual	AJCPL191 7C	0.00	2,00,0 00	20000 0	0.33
1 6	ChandrkantV Lakhani	Non- Promoter/Indi vidual	AAFPC32 52K	0.00	2,00,0 00	20000 0	0.33
1 7	Ketan A Shah	Non- Promoter/Indi vidual	AKPPS23 59P	0.00	2,00,0 00	20000 0	0.33
1 8	Jigar A Shah	Non- Promoter/Indi vidual	AKPPS23 61H	0.00	2,00,0 00	20000 0	0.33
1 9	Kishor Vora	Non- Promoter/Indi vidual	AAIPV10 27A	0.00	2,00,0 00	20000 0	0.33
2 0	Yash M Joshi	Non- Promoter/Indi vidual	AYRPJ08 02E	0.00	2,00,0 00	20000 0	0.33
2 1	Madhukant J Joshi	Non- Promoter/Indi vidual	AZGPJ232 4M	0.00	2,00,0 00	20000 0	0.33
2 2	Nisarg P Shah	Non- Promoter/Indi vidual	CONPS42 34M	0.00	2,00,0 00	20000 0	0.33

Ratilal J Pitroda

Non-

Promoter/Indi

vidual

AIJPP556

0.00

2,00,0

20000

0.33

Ratilal J Pitroda HUF

Non-

Promoter/HU

AAFHR55

60P

0.00

2,00,0

20000

0.33

Jaisukh H Shah

Non-

Promoter/Indi

vidual

ELAPS52

59G

0.00

2,00,0

20000

0.33

Sapna

Chiranjeev

Pardasani

Non-

Promoter/Indi

vidual

APMPP55

15J

0.00

25,00,

000

25000

4.16

Chiranjeev

Pardasani

Non-

Promoter/Indi

vidual

AGFPP84

69F

1,60,6

0.79

25,00,

000

26,60,

663

4.43

Manish Modi

Non-

Promoter/Indi

vidual

AFKPM22

11E

0.00

6,00,0

60000

1.00

Ami Modi

Non-

Promoter/Indi

vidual

AHHPS92

79F

0.00

6,00,0

60000

1.00

Mahendra

Modi

Non-

Promoter/Indi

vidual

AIXPM99

60E

0.00

6,00,0

60000

1.00

Niketa Modi

Non-

Promoter/Indi

vidual

ADIPM80

08R

0.00

6,00,0

60000

1.00

Ronish U Shah

Non-

Promoter/Indi

vidual

AZFPS58

00G

0.00

15,00,

000

15000

2.49

Upendrakum

Narottamdas

Shah

Non-

Promoter/Indi

vidual

AADPS45

93D

0.00

15,00,

000

15000

2.49

Upendrakum

Narottamdas Shah HUF

Non-

Promoter/HU

AAAHU9

790H

0.00

15,00,

000

15000

2.49

Ronish U Sha h HUF

Non-

Promoter/HU

AAPHR80

18C

0.00

15,00,

000

15000

2.49

Tej Doshi

Non-

Promoter/Indi

vidual

CDGPT56

17P

0.00

20,00,

000

20000

3.33

Hetal

Shashank

Doshi

Non-

Promoter/Indi

vidual

AGTPD90

11D

0.00

20,00,

000

20000

3.33

Shashank Pravinchandr a Doshi

Non-

Promoter/Indi

vidual

AEFPD10

89R

0.00

20,00,

000

20000

3.33

Amrutlal G Thobhani

Non-

Promoter/Indi

vidual

ABDPT00

50D

0.00

20,00,

000

20000

3.33

Thobhani Vershaben J

Non-

Promoter/Indi

vidual

ADSPT98

49F

0.00

20,00,

000

20000

3.33

Jignesh

Amrutlal

Thobhani

Non-

Promoter/Indi

vidual

ABSPT63

98K

0.00

20,00,

000

20000

3.33

Further, we request the shareholders of the company take note of the above submission and give the consent.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the support and assistance received from customers, investors, business associates, bankers, vendors, regulatory and governmental authorities. Your Directors also wish to place on record their gratitude to the shareholders for their continued trust, confidence and express its sincere appreciation to all employees for their teamwork and contributions during the financial year.

For and on behalf of the Board of Directors of KAVVERI TELECOM PRODUCTS LIMITED

Chennareddy Shivakumarreddy Rajpetakasturi Hanumenthareddy

Chairman Managing Director Director (Operations)

DIN: 01189348 DIN:00291851

Address: Plot No.31-36, 1^st Floor,1^st Address: Plot No.31-36, 1^st Floor,1^st

Main 2^nd Stage Arakere Mico Layout Main 2^nd Stage Arakere Mico Layout

Bannerghatta Road, Bangalore Ka Bannerghatta Road, Bangalore Ka

560076 560076

Bengaluru

28.08.2024

Mar 31, 2014

The Members,

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 3 lslMarch, 2014.

FINANCIAL HIGHLIGHTS:

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED MARCH ENDED MARCH 2014 2013 Rs in Lakhs Rs in Lakhs

Net Sales & Other Incomes 10694.54 16213.41

Operating Profit 833.06 (262.88)

Interest 1397,57 1538.64

Profit before Depreciation (564.51) (181.52)

Depreciation 442.37 487.39

Exceptional Items 0 (73.19)

PBT & Exceptional items (1006.88) (2288.91)

Provision for Tax 0 0

Deferred Tax (88.50) 244.15

PAT '' (918.39) (2459.87)

RESULTS OF OPERATIONS:

The Year has been a challenging one for the company as the cellular operators have drastically reduced their capex spends and this has severely, affected your company''s operations resulting in drastic reduction of sales revenues compared to the previous year.

During the year the Company''s sales were Rs.10694.54 Lacs as against Rs.16213.41 lacs in the corresponding period of last year. The Company made a loss of Rs. 918.39 Lacs as against a Loss of Rs 2459.87 lacs in the corresponding period of last year

DIVIDEND:

To maintain liquidity, your Directors have not recommended any dividend for the reporting period. SUBSIDIARIES:

The company has following subsidiaries:

Direct subsidiaries: .

M/s Kavveri Telecom Infrastructure Limited, India ''

M/s Eaicom India Private Limited, India

M/s Kavveri Technologies Inc., Canada . _

M/s Kavveri Telecom Espana, Spain

Step down subsidiaries: (i.e., subsidiaries of M/s Kavveri Technologies Inc.,)

M/s Til-Tek Antennae Inc,

M/s Spotwave Wireless Ltd,

M/s DCI Digital Communications Inc.,

M/s Kavveri Realty 5 Inc.,

M/s Trackcom Systems Inc.

Pursuant to Ministry of Corporate Affair''s Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Security and Exchange Board of India. The company do undertake that annual report that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office (i.e., Registered Office) of the company and of the subsidiary companies.

Fixed Deposits:

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

Directors Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that: ''

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- The Directors had 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 or loss of the Company for that period.

- The Directors had 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 frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance:

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

Particulars of Employees:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011, the names and other particulars of employees are set out as Annexure to this report.

Human Resource Management:

At Kavveri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

Disclosures:

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

M/s.P. Murali & Co., CharteredAccountants retires at the conclusion of the Annual General Meeting and being eligible for re-appointment as Statutory Auditors of the company. The Board recommends the appointment of M/s. P. Murali & Co. CharteredAccountants, as Statutory Auditor for the period from the Conclusion of this Annual General Meeting till the Conclusion of the 22nd Annual General Meeting.

Sri. R. L R Venugopal and Sri B S Shankamarayan Independent Directors were appointed / re- appointed by the Members of the Company. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed f or not more than two terms of five years each and shall not be liable to retire by rotation at every AGM.

Corporate Social Responsibility;

Your Company believes in addressing the needs of the underprivileged and is committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

Separation of Ownership from Management:

The Chairman being executive, Two (2) out of Four(4) directors on the Board of your company are non-executive and independent as per the requirements of Listing Agreement.

Disqualification of Directors:

None of the Directors were disqualified in terms of Section 274(1) of the Companies Act 1956, during the year under review.

Acknowledgements:

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

For and on behalf of the Board

Mr. C Shivakumar Reddy Chairman and Managing Director

Bangalore Date: 05.09.2014

Mar 31, 2013

To The Members,

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED MARCH ENDED MARCH 2013 2012 (RUPEES IN LAKHS) (RUPEES IN LAKHS)

Net Sales & Other Incomes 23926.92 47301.31

Operating Profit : (30.95) 8854.4

Interest 2360.35 1477.99

Profit before Depreciation (2391.31) 7376.41

Depreciation 1214.68 918.5

Exceptional Items (64.39) 26.66

PBT 8s Exceptional items (3541.59) 6431.25

Provision for Tax 160.95 1419.12

Deferred Tax 608.59 168.11

PAT (4311.12) 4844.02

RESULTS OF OPERATIONS:

The Year has been a challenging one for the company as the cellular operators have drastically reduced their capex spends and this has severely affected your company''s operations resulting in drastic reduction of sales revenues compared to theprevious year.

During the year the Company''s sales were Rs. 25569.65 Lacs as against Rs. 47301.31 lacs in the corresponding period of last year. The Company made a loss of Rs. 4189.74 Lacs as against a Profit of Rs 4808.27 lacs in the corresponding period of last year

DIVIDEND:

To maintain liquidity, your Directors have not recommended any dividend for the reporting period.

SUBSIDIARIES:

The company has following subsidiaries:

Direct subsidiaries:

M/s Kaweri Telecom Infrastructure Limited, India

M/s Eaicom India Private Limited, India

M/s Kaweri Technologies Inc., Canada

M/s Kaweri Telecom Products UK Limited, UK

M/s Kaweri Technologies Asia PTE. Limited, Singapore

M/s Kaweri Telecom Espana, Spain

M/s Kaweri Technologies Americas Inc., USA*

Step down subsidiaries: (i.e., subsidiaries of M/s Kaweri Technologies Inc.,)

M/s Til-Tek Antennae Inc,

M/s Spotwave Wireless Ltd,

M / s D CI Digital Communications Inc.,

M/s Kaweri Realty 5 Inc.,

M/s Trackcom Systems Inc.

M/s Rymex, Mexico is a step down subsidiary with majority stake held by M/s Kaweri Telecom Espana, Madrid, Spain.

*M/s Kaweri Technologies Americas Inc was incorporated during the first quarter of 2012-13 which has acquired the wireless division of WPCS International Inc, USA on 25. 07. 2012 and now functioning as two subsidiaries of Kaweri Technologies Americas Inc as below:

1) Quality Communications Systems Inc, Lakewood, New Jersey, USA

2) New England Communications Systems Corp., Hartford, Connecticut, USA

Pursuant to Ministry of Corporate Affair''s Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Security and Exchange Board of India. The company do undertake that annual report that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and. subsidiary companies seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office (i.e., Registered Office) of the company and of the subsidiary companies.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

The Directors had 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 or loss of the Company for that period.

The Directors had 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 frauds and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out as Annexure to this report.

HUMAN RESOURCE MANAGEMENT:

At Kaweri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

DISCLOSURES:

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

PARTICULARS OF THE DIRECTORS SEEKING RE-APPOINTMENT:

Brief Profile of Mr. L.R.Venugopal, who retires by rotation and is eligible for re-appointment:.

Mr. L.R.Venugopal is a Chartered Accountant by profession. He has now over 27 years of experience in the Industry and is also a partner in a reputed Audit Firm. K.V.Narsimhan & Company. Mr. L.R.Venugopal does holds directorship in one other company-i.e. M/s Kaweri Telecom Infrastructure Limited. Mr. L.R.Venugopal does not hold any equity shares of the company as on 31st March, 2013

AUDITORS:

M/s. P. MURALI 8& Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for appointment as auditors of the Company. M/s. P. Murali 8s Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company believes in addressing the needs of the underprivileged and is committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

SEPARATION OF OWNERSHIP FROM MANAGEMENT:

The Chairman being executive, Two (2) out of Four(4) directors on the Board of your company are non- executive and independent as per the requirements of Listing Agreement.

DISQUALIFICATION OF DIRECTORS:

None of the Directors were disqualified in terms of Section 274(1) of the Companies Act 1956, during the year under review.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

For and on behalf of the Board

C.SHIVAKUMAR REDDY

Place: Bangalore Chairman and Managing Director

Date: 05.09.2013

Mar 31, 2012

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31st March 2012.

financial highlights: (Rs. in Lakhs)

Particulars As at 31.03.2012 As at 31.03.2011

Net Sales & Other Incomes 47301.31 33347.28

Operating Profit 8854.40 7121.99

Interest 1477.99 1251.82

Profit before Depreciation 7376.41 5870.17

Depreciation 918.50 717.41

Profit Before Tax & Exceptional items 6457.91 5152.76

Exceptional Items 26.66 43.82

Profit Before Tax 6431.25 5108.94

Provision for Tax 1419.12 1210.55

Deferred Tax 168.11 10.94

Profit After Tax 4844.02 3887.45

Minority Interest 35.75 62.01

Profit for the period 4808.27 3825.44

Results of Operation:

Your company has continued its growth and made a substantial improvement in its financial and operational performance. Our significant achievements:

- Total Revenue grew to Rs. 47301.31 lakhs as against Rs. 33347.28 lakhs in the corresponding previous financial year, which is an increase of 41.84%.

- Profit for the period grew to Rs. 4808.27 lakhs as against Rs. 3825.44 lakhs in the corresponding financial year, which is an increase of 25.69%.

- Earnings per shares; Rs. 26.93/- for the year 2011-12.

DIVIDEND

Your directors recommend a final dividend of Rs. 4/- per share (40% on par value of Rs. 10) fortifying the company's tradition of enabling shareholders to participate in its progressive performance. If approved by the shareholders at the ensuing Annual General Meeting, the dividend will be paid as per the applicable regulations.

SUBSIDIARIES

The company has following subsidiaries:

Direct subsidiaries:

M/s Kavveri Telecom Infrastructure Limited, India

M/s Eaicom India Private Limited, India

M/s Kavveri Technologies Inc., Canada

M/s Kavveri Telecom Products UK Limited, UK

M/s Kavveri Technologies Asia PTE. Limited, Singapore

M/s Kavveri Telecom Espana, Spain

M/s Kavveri Technologies Americas Inc., USA*

Step down subsidiaries: (i.e., subsidiaries of M/s Kavveri Technologies Inc., Canada)

M/s Til-Tek Antennae Inc,

M/s Spotwave Wireless Ltd,

M/s DCI Digital Communications Inc.,

M/s Kavveri Realty 5 Inc.,

M/s Trackcom Systems Inc.

M/s Rymex, Mexico is a step down subsidiary with majority stake held by M/s Kavveri Telecom Espana, Madrid, Spain.

*M/s Kavveri Technologies Americas Inc was incorporated during the first quarter of 2012-13 which has acquired the wireless division of WPCS International Inc, USA on 25. 07. 2012 and now functioning as two subsidiaries of Kavveri Technologies Americas Inc as below:

1) Quality Communications Systems Inc, Lakewood, New Jersey, USA

2) New England Communications Systems Corp., Hartford, Connecticut, USA

Pursuant to Ministry of Corporate Affair's Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance taking into account the applicable Accounting Standards, wherever applicable and Listing Agreement as prescribed by the Security and Exchange Board of India (SEBI). The company hereby undertakes that the annual accounts of the holding and subsidiary companies and other related information shall be made available to the shareholders seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection at the head office (i.e., Registered Office) of the company for any shareholders interested to have a glance.

Preferential issue:

Pursuant to the approval of shareholders vide special resolution passed at the Extraordinary General Meeting held on 19.05.2012, the company is in its process of allotment of convertible warrants to its promoters and Non- promoter Directors to the extent of 16,40,000 warrants each convertible into one equity share at Rs. 170/- each.

EMPLOYEE STOCK OPTION PLAN

Employees Stock Option Scheme-2008 (ESOS-2008)

Under this scheme, a corpus of 5,00,000 options were created for grant to the eligible employees. Each option is convertible into one fully paid-up equity share of Rs. 10/- each. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999.

As per the scheme, a compensation committee is formed, which grants option to the eligible employees. The options are granted at face value of Rs. 10/- at par. The options granted vests over a period of 1 to 3 years and can be exercised over a period of 5 years from the date of vesting.

Details of ESOS:

a) Number of options granted; 499,530

b) The pricing formula At par Rs. 10/-

c) options vested 115,530

d) options exercised 110,960

e) the total number of shares arising as a result of exercise of option 110,960

f) options lapsed 23,595

g) money realized by exercise of options Rs. 1,109,600

h) total number of options in force 388,570

i) employee wise details of options granted to

(i) senior managerial personnel Nil

(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.*

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

j) diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Rs. 23.05 option calculated in accordance with [Accounting Standard (AS) 20 'Earnings Per Share']

k) Where the company has calculated the employee compensation cost using the NA intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Impact on EPS.

Basic

Diluted

l) Weighted-average exercise prices and weighted-average fair values of options NA shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

*Mr. Nicholas, Director - R & D (200,000 options granted)

Mr. M G Balaji, General Manager - Operations (153,000 options granted)

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- The Directors had 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 or loss of the Company for that period.

- The Directors had 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 frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out as Annexure to this report.

HUMAN RESOURCE MANAGEMENT

At Kavveri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

DISCLOSURES

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

PARTICULARS OF THE DIRECTORS SEEKING RE-APPOINTMENT

Mr. C V Jagadish and Mr. L. Nicholas, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

The brief resume / details relating to Directors who are to be re-appointed are furnished in the Corporate Governance Report

AUDITORS

The Auditors M/s. S. Janardhan and Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and their reappointment is sought under the ordinary business of the Notice of Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in addressing the needs of the underprivileged and is committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

SEPARATION OF OWNERSHIP FROM MANAGEMENT

The Chairman being executive, 3 out of 6 Directors on the Board of your company are non-executive and independent as per the requirements of Listing Agreement.

DISQUALIFICATION OF DIRECTORS

None of the Directors were disqualified in terms of Section 274(1) of the Companies Act 1956, during the year under review.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

For and on behalf of the Board

Bangalore C. SHIVAKUMAR REDDY

Date: 5th September 2012 Chairman and Managing Director

Mar 31, 2011

To the members,

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31 st March 2011.

(Rs. In lacs)

FOR THE YEAR FOR THE YEAR ENDED MARCH 2011 ENDED MARCH 2010

Net Sales & other income 25953.40 20369.51

Operating Profit 5941.61 5813.69

Interest 1060.39 1154.22

Profit before Depreciation 4881.22 4659.47

Depreciation 389.68 238.27

Profit before Tax 4491.54 4421.19

Provision for Tax

-Current Tax 11130.60 901.90

-Deferred Tax 76.97 399.17

- Fringe Benefit Tax -

Profit after Tax 3411.62 3120.12

Balance brought forward 5302.78 2656.55

Amount available for appropriation 8714.40 5771.21

Dividend @ 20% (10%) per equity share 211.03 201.38

Dividend Tax 34.24 33.45

Amount Transferred to General Reserve 172.77 233.60

Balance carried to balance sheet 8296.35 5302.78

Basic Earnings per share (Rs.) 31.87 30.96

Results of Operation:

Your Company has continued its growth and made a substantial improvement in its financial and operational performance. Our significant achievements;

- Total Revenue grew to Rs. 25953.40 lacs as against Rs. 20369.51 lacs in the corresponding previous financial year. which is an increase of 27.14%

- Net Profit after tax grew to 3411.62 lacs as against Rs. 3120.12 lacs in the corresponding previous financial year. which is a increase of 9.34%

- Earnings per shares; Rs. 31.87 for the year under review against Rs.30.96 in the corresponding previous financial year.

DIVIDEND

Your directors recommend a final dividend of Rs. 1.50/- per share (15% on par value of Rs. 10) fortifying the company's tradition of enabling shareholders to participate in its progressive performance. If approved by the shareholders at the ensuing Annual General Meeting, the dividend will be paid as per the applicable regulations.

SUBSIDIARIES

The company has following subsidiaries:

Direct subsidiaries:

M/s Kaweri Telecom Infrastructure Limited, India

M/s EAICom India P Ltd, India

M/s Kaweri Technologies Inc., Canada

M/s Kaweri Telecom Products UK Limited, UK

Step down subsidiaries: (i.e.,subsidiaries of M/s KaweriTechnologies Inc.,)

M/s Til-TekAntennae Inc,

M/s Spotwave Wireless Ltd,

M/s DCI Digital Communications Inc.,

M/s Kaweri Realty 5 Inc.,

M/sTrackcom Systems Inc.

Pursuant to Ministry of Corporate Affair's Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Security and Exchange Board of India.The company do undertake that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office (i.e., Registered Office) of the company and of the subsidiary companies.

Details of Conversion rate as on 31.03.2011:

Currency Balance Sheet Profit and Loss a/c

CAD 46.56 44.79

USD 45.34 45.34

PREFERENTIAL ISSUE:

The company allotted 40,00,000 equity shares & 10,00,000 warrants to promoters, 20,00,000 warrants to non-promoters, on preferential basis at the rate of Rs. 113/- per share, pursuant to the approval of shareholders vide special resolution passed at the Extraordinary General Meeting held on 26.08.2010.

EMPLOYEE STOCK OPTION PLAN

Employees Stock Option Scheme-2008 (ESOS-2008)

Under this scheme, a corpus of 5,00,000 options were created for grant to the eligible employees. Each option is convertible into one fully paid-up equity share of Rs. 10/- each. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999.

As per the scheme a compensation committee is formed, which grants option to the eligible employees. The options are granted at face value of Rs. 10/- at par. The options granted vests over a period of I to 3 years and can be exercised over a period of 5 years from the date of vesting.

Details of ESOS:

(a) Number of options granted; 139125

(b) The pricing formula At par Rs. 10/-

(c) Options vested 27413

(d) Options exercised (last allotment for excercise was made on 30.04.2010 and no excercise since then) 8180

(e) The total number of shares arising as a result of exercise of option 8180

(f) Options lapsed 17300

(g) Variation of terms of options None

(h) Money realized by exercise of options Rs. 81800/-

(i) Total number of options in force 113645

(j) Employee wise details of options granted to

(i) Senior managerial personnel Nil

(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.

Mr. L Nicholas Director, R&D (67,000 options granted)

(iii) Identified employees who were granted option, during any one year, equal to or exceeding I % of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant-do-

(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with [19][Accounting Standard (AS) 20 'Earnings Per Share'] Rs. 30.01/-

(I) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Impact on EPS. NA

Basic

Diluted

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock NA

Fixed Deposits

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- The Directors had 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 or loss of the Company for that period.

- The Directors had 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 frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out as Annexure to this report.

Human Resource Management

At Kaweri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

Disclosures

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

Particulars of the Directors seeking re- appointment

Mr. L RVenugopal and Mr. B S Shankarnarayan, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

The brief resume / details relating to Directors who are to be re-appointed are furnished in the Corporate Governance Report

Auditors

The Auditors M/s. S.Janardhan and Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and their reappointment is sought under the ordinary business of the Notice of Annual General Meeting.

Corporate Social Responsibility:

Your Company believes corporate must address the needs of the underprivileged and be committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

Separation of Ownership from Management

The Chairman being executive 3 out of 6 Directors on the Board of your company are non-executive and independent as per the requirements of Listing Agreement.

Disqualification of Directors:

None of the Directors were disqualified in terms of Section 274( I) of the Companies Act 1956, during the year under review.

Acknowledgements

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co- operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

For and on behalf of the Board

C. SHIVAKUMAR REDDY

Chairman and Managing Director

Bangalore

Date: 06.09.2011

Mar 31, 2010

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31 st March 2010.

(Rs. In lacs)

FOR THE YEAR FOR THE YEAR ENDED MARCH 2010 ENDED MARCH 2009

Net Sales & other income 20369.51 18329.91

Operating Profit 5813.69 2929.18

Interest 1154.22 1243.19

Profit before Depreciation 4659.47 1685.99

Depreciation 238.27 131.91

Profit before Tax 4421.19 1554.08

Provision for Tax

-Current Tax 9,01.90 271.93

-Deferred Tax 3,99.17 142.49

- Fringe Benefit Tax - 5.50

Profit after Tax 3120.12 1134.16

Balance brought forward 2656.55 1639.34

Amount available for appropriation 5771.21 2774.25

Dividend @ 20% (10%) per equity share 201.38 100.61

Dividend Tax 33.45 17.10

Amount Transferred to General Reserve 233.60 0

Balance carried to balance sheet 5302.78 2656.54

Basic Earnings per share (Rs.) 30.96 11.27

Results of Operation:

Your Company has continued its growth and made a substantial improvement in its financial and operational performance. Our significant achievements;

- Total Revenue grew to Rs. 20369.51 lacs as against Rs. 18329.91 lacs in the corresponding previous financial year, which is an increase of 11.13%.

- Net Profit after tax grew to 3120.12 lacs as against Rs. 1134.16 lacs in the corresponding previous financial year, which is a increase of 175.10%

- Earnings per shares; Rs. 30.96/- for the year under review against Rs. 11.27 in the corresponding previous financial year.

DIVIDEND

Your directors recommend a final dividend of Rs. 2.00 per share (20% on par value of Rs. 10) fortifying the companys tradition of enabling shareholders to participate in its progressive performance. If approved by the shareholders at the ensuing Annual General Meeting, the dividend will be paid as per the applicable regulations.

SUBSIDIARIES

The Company made application to Central Government vide SRN A74691080 dated 16.12.2009 for obtaining exemption under Section 212(8) of the Companies Act 1956 (i.e., exemption from enclosing the Balance Sheet...etc of subsidiary companies.) The Central Government Vide its letter dated 02.06.2010 has granted exemption from enclosing Balance Sheet etc of subsidiary companies. The Company undertakes that annual accounts of the subsidiary companies and related detailed information will be made available to the holding and subsidiary companys investors seeking such information at any point of time along with the full annual accounts. In addition to this, financial details of the subsidiary companies are enclosed with consolidated balance sheet as per the instruction of Central Government.

Details of Conversion rate as on 31.03.2010:

Currency Balance Sheet Profit and Loss a/c

CAD 44.2128 43.5073

USD 44.8950 47.2158

RIGHT ISSUE:

Due to secondary market conditions, the Board of Directors decided to defer the rights issue and withdrew the Draft Letter of Offer filed with SEBI on 10.03.2010.

Fixed Deposits

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- The Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors had 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 frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out as Annexure to this report.

Human Resource Management

At Kaweri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

Disclosures

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

Particulars of the Directors seeking re- appointment

Mr. L Nicholas, Director -R&D and Mr. C V Jagadish, Independent Director, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

The brief resume / details relating to Directors who are to be re-appointed are furnished in the Corporate Governance Report

Auditors

The Auditors M/s. S. janardhan and Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and their reappointment is sought under the ordinary business of the Notice of Annual General Meeting.

Corporate Social Responsibility:

Your Company believes corporate must address the needs of the underprivileged and be committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

Separation of Ownership from Management

The Chairman being executive 3 out of 6 Directors on the Board of your company are non-executive and independent as perthe requirements of Listing Agreement

Disqualification of Directors:

None of the Directors were disqualified in terms of Section 274( I) of the Companies Act 1956, during the year under review.

Acknowledgements

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co- operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

For and on behalf of the Board

C. SHIVAKUMAR REDDY

Chairman and Managing Director

Bangalore

Date: 14.08.2010

Jun 30, 2000

The directors hereby present their FIFTH ANNUAL REPORT on the business and operations of the company and the financial accounts for the year ended 30th June 2000.

2. OPERATIONS

The company recorded a turnover of Rs.905.21 Laksh for the year ended June 2000 (15 Months Period) as against the previous year figure of Rs. 670.90 Lakhs. The company recorded a profit after tax of Rs. 36.15 Lakhs as against the loss of Rs.114.55 Lakhs for the previous year. During the year the company has increased its Authorised share capital form Rs.6 Crores to Rs. 10 Crores to enable it to offer its shares on preferential basis to FIIs/OCBs. The company is in the final stage of signing the agreement for trading of its shares in electronics form. During the year there were delays in depositing provident fund and employees state insurance dues with appropriate authorities (Refere annexure to audit report point 17) due to paucity of funds. However the company has taken appropriate steps during the current year to avoid such delays.

3. TECHNOLOGY

The company during the year has developed technology for manufacture of High Bit Rate Digital Subscriber Line Equipment. The company sold this technology to public sector and private sector undertakings .The company is exploring the possibility of exporting the same.

4. NEW PRODUCTS :

The Company during the year developed Mini Repeaters for private cellular operators.

5. FINANCE:

Your company continued to maintain its excellent relationship with Banker and Financial Institution enabling it to raise funds to finance it short term & long term working capital requirement.

6. DIRECTORS:

In accoundance with the provisions of the companies Act 1956 and as per the companys Articles of Association, Mr. R. H. Jayaram Reddy, Mr. C. Shivkumar Reddy retire by rotation and being eligible offer themselves for re-appointment.

7. PARTICULARS OF EMPLOYEES

In accordance with section 217(2A) of the Company Act, 1956, a statement giving particulars of employees, which forms part of this report is annexed.

8. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of section 217(1) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the Report of Board of Directors)Rules,1998 are given in Annexure A to the Directors Report.

The Company imported machineries worth Rs.10.88 Lakhs during the year against which the company obtained modvat on imports worth Rs.1.46 Lakhs. All the machineries are used towards research and development activities for which the Company is claiming exemption under Sec 35(2) of income Tax Act.

9. AUDITORS

M/s Rajagopal and Badri Narayanan,Chartered Accountants,the Auditors of the Company,retire at the ensuing Annual General Meeting, they have confirmed their eligibility and willingness to accept office,if appointed.

10. ADDITIONAL DISCLOSURES

The Company has not given any loan to its Directors or their relatives during the year under review.

No material differences in assets and liabilities have taken place between the end of financial year and the date of report.

Items appearing in the Annual Accounts have been treated appropriately in accordance with Accounting Standards prescribed by the Institute of Chartered Accountants of India.

11. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere gratitude to the continuing patronage of our valued Customers who have sustained their support and encouragement to your company.

Your Directors take this opportunity to place on record, their sincere appreciation of the dedication and commitment of the company staff at all levels, who have together been responsible for the growth of the company.

Your Directors would also like to place on record their acknowledge of the support extended by the Bankers to the Company.

On behalf of the Boards of Directors

Date : 27.11.2000 Mrs.R.H. Kasturi

Place : Bangalore Managing Director.

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Directors Report of Kavveri Defence & Wireless Technologies Ltd.

1. Financial Summary & Highlights:

2. Review of Operations and State of Companyâs affairs:

3. Transfer to Reserves in terms of Section 134 (3) (J) of the Companies Act, 2013:

4. Dividend:

5. Companyâs Products / Services:

6. Share Capital and Changes during the year under review:

7. Material Changes and Commitments:

8. Transfer of Unpaid and Unclaimed Dividends to Investor Education and Protection Fund:

9. Change in Nature of Business, If any:

10. Disclosures By Directors:

11. Subsidiary/ Joint Venture/ Associate Company:

12. Extract of Annual Return:

13. Familiarisation Programme for Directors:

14. Directors and Key Managerial Personnel:

15. Board Meetings and Committee Meetings:

Attendance of Directors:

i. Committees of the Board:

16. Boardâs Performance Evaluation:

17. Corporate Social Responsibility:

18. Green Initiatives:

19. Auditors and their reports:

20. Managementâs Discussion and Analysis Report:

21. Corporate Governance:

22. Vigil Mechanism / Whistle - Blower Policy:

23. Internal Audit & Controls:

24. Risk Assessment and Management:

25. Compliance With Secretarial Standards:

26. Particulars of Employees and Remuneration:

27. Policies and Disclosure Requirements:

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo:

29. Particulars of Loans. Investments and Guarantees:

30. Particulars of Contracts or Arrangements with Related Parties:

31. Deposits:

32. Prevention of Insider Trading:

33. Significant and Material Orders:

34. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention. Prohibition and Redressal) Act, 2013:

35. Financial Ratios:

36. Business Responsibility and Sustainability Report:

37. Certificates from the Board of Directors and Senior Management Personnel:

38. Disclosures:

39. Directorsâ Responsibility Statement:

40. Appreciation:

41. Cautionary Statement:

FINANCIAL RESULTS R IN Lakhs):

DIVIDEND AND RESERVES:

OPERATING RESULTS:

COMPANY''S PRODUCTS / SERVICES:

CHANGES IN SHARE CAPITAL:

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

MANAGEMENT DISCUSSION AND ANALYSIS:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors Retiring by Rotation

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

DIRECTORS'' INTEREST:

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

DIRECTORS'' RESPONSIBILITY STATEMENT:

DEPOSITS:

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: ''

CHANGE IN THE NATURE OF BUSINESS:

EVALUATION OF THE BOARD''S PERFORMANCE:

CORPORATE GOVERNANCE:

COMPLIANCE WITH THE CODE OF CONDUCT:

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

STATUTORY AUDITORS

AUDIT REPORT FOR 2023-2024

REPORTING OF FRAUDS

SECRETARIAL AUDIT

COST AUDIT

PARTICULARS OF DISCLOSURES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

PERSONNEL / INDUSTRIAL RELATIONS

RISK MANAGEMENT

NUMBER OF BOARD MEETINGS

2. Review of Operations and State of Companyâs affairs:

5. Companyâs Products / Services:

16. Boardâs Performance Evaluation:

20. Managementâs Discussion and Analysis Report:

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:

34. Obligation of Company under the Sexual Harassment of Women at Workplace
(Prevention. Prohibition and Redressal) Act, 2013:

39. Directorsâ Responsibility Statement: