Amalgamation/Merger

Date: September 06, 2026 To To Department of Corporate Services, The Listing Department BSE Limited, Department of Corporate Services, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited Dalal Street, BKC Complex, Bandra (East), Mumbai- 400 001 Mumbai -400 051 Scrip Code: 590041 NSE Symbol: KAVDEFENCE Dear Sirs, Sub: Outcome of Board Meeting held on September 06,2026 pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, (“SEBI Listing Regulations”) Dear Sir/ Ma’am, We wish to inform you that the Board of Directors (“Board”) of Kavveri Defence & Wireless Technologies Limited (the “Company” or “Transferee Company”), at its meeting held today i.e., on September 06,2026, after considering the respective recommendations of the Audit Committee and Independent Directors of the Company, have approved the Scheme of Amalgamation between Samoro Telecoms Private Limited (“Transferor Company”); and the Company; and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 as may be applicable and the rules framed thereunder (“Scheme”). The Scheme of Amalgamation is subject to approvals from the respective shareholders and Creditors and as may be modified from time-to-time pursuant to the provisions of Sections 230 to 232 and other applicable sections/ provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder. The said Scheme is also, subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“NCLT”) including approvals from Stock Exchanges or such other competent authority as may be directed by the NCLT. The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024 regarding the Scheme are enclosed as Annexure I. The meeting of the Board of the Company started at 2:30 p.m. and concluded at 03:00 p.m. Kindly take the same on record and acknowledge the receipt. Thanking You, Yours faithfully, For Kavveri Defence & Wireless Technologies Limited CS Vijayalaxmi S. Salimath Company Secretary & Compliance Officer ACS: A687706 Kavveri Defence & Wireless Technologies Limited (Formerly Kavveri Telecom Products Limited) CIN: L85110KA1996PLC019627 Reg. office: 31-36, 1st Main, 2nd Stage, Arekere MICO Layout, Bannerghatta Road, Bengaluru - 560076, Karnataka, India Telephone: +91-80-41215999, Website: www.kavveridefence.com, Email ID: cs@kavveridefence.com Annexure – 1 Details of the Scheme under Regulation 30 of the SEBI Listing Regulations read with the SEBI Master circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 S. Particulars Details 1. Name of the entity(ies) Kavveri Defence & Wireless Technologies Limited having Corporate forming part of the Identification Number L85110KA1996PLC019627 was originally incorporated amalgamation/ merger, as 'Kaveri Telecoms Limited' on January 19, 1996 under the provisions of the details in brief such as Companies Act, 1956 (with its name subsequently changed to 'Kavveri Telecom size, turnover etc. Products Limited' on August 22, 2003, and further changed to its present name i.e. Kavveri Defence & Wireless Technologies Limited on October 25, 2024), having its registered office situated at Plot No. 31-36, 1st Floor, 1st Main 2nd Stage Arakere Mico Layout, Bannerghatta Road, Na, Bangalore - 560076, Karnataka, India Samoro Telecoms Private Limited having Corporate Identification Number is U64200KA2019PTC125053 was incorporated on June 10, 2019 under the Act, having it’s registered office is situated at 31-36, Ground Floor, 1st Main, II Stage, Arekero Mico layout, Bannerghatta Road, Bangalore, - 560076, Karnataka, India Amount in Lakhs (₹) Name of the Total Assets as Net Worth as Turnover as at Company at March 31st , at March 31st March 31st , 2026 (Audited) ,2026 2026 (Audited) (Audited) Kavveri Defence 12,655.06 11,172.38 1,127.06 & Wireless Technologies Limited (Consolidated) Kavveri Defence 14,117.68 12,711.22 719.87 & Wireless Technologies Limited (Standalone) Name of the Total Assets as Net Worth as Turnover as at Company at March 31st , at March 31st March 31st , 2026 (Audited) 2026 (Audited) 2026 (Audited) Samoro Telecoms 2,932.51 (39.63) 469.75 Private Limited 2 Whether the transaction Yes, However, in accordance with the General Circular No. 30/2014 dated 17th would fall within related July 2014, issued by the Ministry of Corporate Affairs, transactions resulting party transactions? If yes, from compromises, arrangements, and amalgamations under the Companies whether the same is done Act, 2013, (“Companies Act”) are not subject to the requirements of Section at “arms length” 188 of the Companies Act. As the Transferor Company and the Transferee Company have certain common Promoters/Promoter Group members, the Scheme involves related Kavveri Defence & Wireless Technologies Limited (Formerly Kavveri Telecom Products Limited) CIN: L85110KA1996PLC019627 Reg. office: 31-36, 1st Main, 2nd Stage, Arekere MICO Layout, Bannerghatta Road, Bengaluru - 560076, Karnataka, India Telephone: +91-80-41215999, Website: www.kavveridefence.com, Email ID: cs@kavveridefence.com parties/common promoters and accordingly it will require approval of the public shareholders of the Transferee Company in accordance with paragraph (A) 10(a) and (b) of the Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, issued by SEBI regarding Schemes of Arrangement by Listed Entities and Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957. Further, the transactions contemplated in the Scheme are being undertaken at arms’ length and the share exchange ratios have been arrived at on the basis of the valuation report dated September 06,2026 issued by Mr Bhavesh M Rathod, registered valuers (“Valuation Report”). Srujan Alpha Capital Advisors LLP a SEBI Registered Merchant Banker has issued a fairness opinion dated September 06,2026 in relation to the Valuation Report 3 Area of business of Transferee is engaged in the business of manufacturing microwave and RF the entity(ies) components and related telecommunication products. Transferor is engaged in manufacture of professional-grade microwave components for telecommunication, defence, and space industries. 4 Rationale for The Transferor Company, is engaged in the business of manufacturing and amalgamation; supplying professional-grade microwave and radio frequency (RF) components and related products catering primarily to the telecommunication, defence, aerospace, space and allied sectors. The Transferee Company, is engaged in the business of designing, developing, manufacturing, assembling, integrating, trading, marketing, servicing and distributing microwave components, RF products, telecommunication equipment, wireless communication systems, defence electronics, aerospace and space technology solutions and other related electronic products and services. Considering that the businesses of the Transferor Company and the Transferee Company are complementary and operate across the telecommunication, defence, aerospace, space and electronics sectors, the proposed Amalgamation will enable the consolidation of their operations under a single corporate entity. The integration is expected to create significant business and operational synergies through the pooling of manufacturing capabilities, technical expertise, research and development, intellectual property, product portfolio and customer relationships, resulting in improved operational efficiency, optimized resource utilisation and enhanced growth opportunities. 5 In case of cash 453 (Four Hundred Fifty Three) fully paid-up equity shares having face value consideration – amount of Rs. 10 (Rupees Ten Only) each of the Kavveri Defence & Wireless or otherwise share Technologies Limited ("Transferee Company") to be issued and allotted for e [Showing first 8,000 characters — download PDF for full document]