Kavveri Defence & Wireless Technologies Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 31st (Thirty First) Annual Report of Kaweri Defence & Wireless Technologies Limited (Formerly Kaweri Telecom Products Limited) ( Kaweri*) or (the Company), together with the audited financial statements of the Company for the year ended 31st March, 2026 (year under review).

Financial Summary & Highlights

In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations), the Company has prepared its Standalone and Consolidated Financial Statements as per Indian Accounting Standards (Ind AS) for the financial year 2025-26 and the financial highlights are as summarised below.

	STANDALONE*		CONSOLIDATED*
PARTICULARS	YEAR ENDED 31 HAR 2826	YEAR ENDED 31 NAR 2625	YEAR ENDED 31 NAR 2826	YEAR ENDED 31 MAR 2825
Revenue from operations	510.21	1,476.57	842.09	1,712.00
Othor income (including write-backs)	209.66	404.14	284.97	468.91
Total income (i + ii)	719.87	1,880.71	1,127.06	2,180.91
Expenditure (including depreciation)	638.69	1,335.85	1,002.89	1,540.22
Profit/(loss) before depreciation and tax	100.15	576.60	143.15	672.43
Less: Depreciation	18.98	31.74	18.98	31.74
Profit before tax and exceptional items	81.71	544.86	124.17	640.69
Provision for taxation	-	-	-	-
Exceptional items	-	-	-	-
Profit/(loss) after tax	81.71	544.86	124.17	640.69
Othor comprehensive income	-	-	-	-
Total comprehensive income	-	544.86	-	640.69
Earnings per share (FV of Rs10 per share)
(1) Basic	0.23	2.71	0.35	3.18
(2) Diluted	0.23	1.33	0.35	1.56

Review of Operations and State of the Company s Affairs

Standalone: The total income of the Company stood at Rs719.87 lakhs for the year ended March 31, 2026 as against Rs1,880.71 lakhs in the previous year. The Company made a net profit of Rs81.17 lakhs for the year ended March 31, 2026 as compared to a net profit of Rs544.86 lakhs in the previous year.

Consolidated: The total income of the Company stood at Rs1,127.06 lakhs for the year ended March 31,2028 as against Rs2,180.91 lakhs in the previous year. The Company made a net profit of Rs124.17 lakhs for the year ended March 31, 2026 as compared to a net profit of Rs640.69 lakhs in the previous year.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards

Transferto 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.

Dividend

With due consideration of the growth of the Company and to conserve resources, the Directors do not recommend any dividend for the year ended March 31,2026.

Company s Products / Services

Founded in 1996, Kaweri specialises in advanced Radio Frequency (RF) solutions primarily operating in defence and aerospace, industrial automation, railroad transport, airports and mobility, SCADA/AMI networks, fixed wireless access, critical infrastructure and counter-drone systems. Kaweri offers a wide range of microwave/RF components, antennas (cellular, defence-grade), RF cables and connectors, and fixed cellular terminals.

Share Capital and Changes during the Year under Review

During the financial year, pursuant to the approval of the shareholders at the Extraordinary General Meeting held on July 05,2024, and in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws, the Board of Directors approved the conversion of warrants into equity shares in three tranches, as detailed below.

At its meeting held on April 22, 2025, the Board approved the conversion of 1,42,50,000 warrants into 1,42,50,000 equity shares of face value Rs10 each, fully paid-up, issued at an issue price of Rs18 per equity share (including a securities premium of Rs6 per equity share), in the ratio of one (1) equity share for every one (1) warrant, upon receipt of the balance consideration from the eligible warrant holders.

At its meeting held on March 05.2028, the Board approved the conversion of 1,85,00,000 warrants into 1,85,00,000 equity shares of face value flO each, fully paid-up, issued at an issue price of Rs10 per equity share (including a securities premium of WQ per equity share), in the ratio of one (1) equity share for every one (1) warrant, upon receipt of the balance consideration from the eligible warrant holders. Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company increased to Rs52,87,42,600.

Further, pursuant to the exemption granted by the Securities and Exchange Board of India (SEBI) vide its order dated March 05, 2026, exempting the Company from the applicability of Regulation 170 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in respect of the preferential issue approved on September 16.2024 and September 17,2024, the Board of Directors at its meeting held on March 06,2026 approved the conversion of 72,50,000 warrants into 72,50.000 equity shares of face value Rs10 each, fully paid-up, issued at an issue price of Rs16 per equity share (including a securities premium of Rs6 per equity share), in the ratio of one (1) equity share for every one (1) warrant, upon receipt of the balance consideration from the eligible warrant holders. Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of th6 Company increased to Rs60,12,42,600.

Accordingly, during the financial year, the Company allotted an aggregate of 4,00,00,000 equity shares pursuant to the conversion of 4,00,00,000 warrants. The equity shares so allotted rank pari passu in all respects with the existing equity shares of the Company.

The Company received approval letters from the National Stock Exchange of India Limited (NSE) bearing reference number NSE/LIST/51170 dated October 15, 2025 and NSE/LIST/55375 and NSE/LIST/55376, both dated May 29. 2026, for listing and trading of 1,42,50,000,1,85,00,000 and 72,50,000 equity shares respectively, aggregating to 4,00,00,000 equity shares of face value Rs10 each, allotted pursuant to conversion of warrants issued on a preferential basis. NSE approved the listing and admission to dealings of the aforesaid equity shares with effect from October 15,2025 and June 01,2026 respectively.

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.

Material Changes and Commitments

There have been no material changes and commitments which affect the financial position of the Company and which have occurred between the end of the year under review and the date of this Report.

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 (the IEPF Rules), 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.

Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the year under review.

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 DlR-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 have been received, confirming that they meet the criteria of independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(l)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that 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, and 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.

As on March 31,2026, 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 Kaweri Technologies Inc., Canada	Subsidiany
3 Kaweri Telecom Infrastructure Limited, India (Under Liquidation)	Subsidiany
4 Kaweri Technologies Americas Inc., USA	Subsidiany
5 DCI Digital Communications Inc., Canada	Step-down subsidiary
6 Spotwave Wireless Ltd., Canada (Dissolved)	Step-down subsidiary
7 Kaweri Realty 5 Inc., Canada	Step-down subsidiary
8 Tiltek Antennae Inc., Canada	Step-down subsidiary
9 Quality Communications Systems. USA	Step-down subsidiary
10 New England Communication Systems. USA	Step-down subsidiary
11 Kaweri 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 Company s consolidated financial statements are prepared as per the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. However, the consolidated financial staternents/information of the following subsidiaries and step-down subsidiaries are not included for the year ended March 31,2026:

SL. NO. NAME	REASON
1 Kaweri 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 Kaweri Technologies Americans Inc.*	Currently the operations of the company aro 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-operativ6 and henc6 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.
8 Kaweri Telecom Espana. Spain	Dissolved

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure P.

Extract of Annual Return

The Annual Return of the Company as on March 31. 2026 is available on the website of the Company at .

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.

Change in Directors Q Key Managerial Personnel

During the year under review, the following changes occurred:

- Ms. Nandita Singh (Membership No. A59351), Company Secretary and Compliance Officer, resigned with effect from May 30, 2025. Further to her resignation, Mr. Ashwin H Kumar (Membership No. A76260; was appointed as Company Secretary and Compliance Officer of the Company with effect from June 02,2025.

. Mr. Ashwin H Kumar (Membership No. A76260) resigned with effect from August 30, 2025. Ms. Renu Choudhary (Membership No.

A60863) was appointed as Company Secretary and Compliance Officer with effect from November 29,2025.

. Ms. Vijayalaxmi S. Salimath (Membership No. 68706) was appointed as Company Secretary and Compliance Officer of the Company with effect from February 16,2026, due to the resignation of Ms. Renu Choudhary (Membership No. A60863), Company Secretary and Compliance Officer, from February 14,2026.

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. Chennareddy Shivakumarreddy, Managing Director of the Company, and Mrs. Rajpeta Kasturi Hanumenthareddy, Whole-time Director and CFO of the Company, retire by rotation and offer themselves for re-appointment.

The brief resumes of Mr. Chennareddy Shivakumarreddy 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 Annexure B to the Notice of the ensuing AGM.

The Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Director, and also remuneration for Key Managerial Personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

The Company held nine meetings of its Board of Directors during the year under review. The attendance of Directors at these meetings was as follows:

NAME	DIM	22- 04-25	30- 05-25	14- 08-25	30- 08-25	14- 11-25	29- 11-25	14- 02-26	05- 03-26	06- 03-26
Chennareddy Shivfcumarreddy	01189348	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Rajpsta Kasturi Hanumenthareddy	00291881	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Keerthi Narayan	06748995	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Gokul Rajendran	07475290	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Lakshmipuram Rajagopalachar Venugopal	01058716	Yes	Yes	No	NO	No	No	Yes	NO	Yes
Sankethram Reddy Chenna Reddy	10862507	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

Audit Committee

The Committee met five (5) times during the year under review. The composition of the Audit Committee as at March 31, 2026 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 of 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.

NAME OF MEMBERS	30-05-2025	14-08-2025	30-08-2025	14-11-2025	14-02-2026 j
Keerthi Narayan	Yes	Yes	Yes	Yes	Yes
Gokul Rajendran	Yes	Yes	Yes	Yes	Yes
Lakshmipuram Rajagopalachar Venugopal	Yes	No	No	No	Yes

Nomination and Remuneration Committee

The Committee met four (A) 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 on the Company s website at .

NAME OF MEMBERS	30-05-2025	14-08-2025	29-11-2025	14-02-2026
K66rthi Narayan	Yes	Yes	Yes	Yes
Gokul Rajendran	Yes	Yes	Yes	Yes
Lakshmipuram Rajagopalachar Venugopal	Yes	No	No	Yes

Stakeholders Relationship Committee

The Committee met two (2) 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.

NAME OF MEMBERS	14-08-2025
Keerthi Narayan		Yes
Gokul Rajendran		Yes
Lakshmipuram RajagopalacharVenugopai		No

Independent Directors Meeting

Keerthi Narayan Yes

Gokul Rajendran Yes

CSR Committee

The CSR Committee is entrusted with the responsibility of formulating and recommending the CSR Policy and the Annual Action Plan to the Board, recommending the CSR expenditure, monitoring the implementation of CSR projects and the CSR Policy, and ensuring compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee is constituted in accordance with Section 135 of the Companies Act. 2013. The Committee was reconstituted on February 14,2026 with the following members:

SL. NO. NAME OF THE DIRECTOR	POSITION IN THE COMMITTEE
1 Mrs. Rajupeta Kasturi Hanumanthareddy, Whole-time Director S CFO	Chairperson
2 Mr. Keerthi Narayan, Independent Director	Member
3 Mr. L R Venugopal, Chairperson and Non-Executive Director	Member
4 Company Secretary of the Company	Secretary to the Committee

During the year under review, the provisions of CSR are not applicable to the Company. However, the Committee is formed for taking up any CSR initiatives.

Board s 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 and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of each individual Director including the Boards 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:

- Performance of Directors; and

- Fulfilment of the independence criteria as specified in the SEBI (LODR) Regulations, 2015 and their independence from the management.

Corporate Social Responsibility

During the year under review, the Company does not fall under the criteria laid down under the provisions of Section 135 of the Companies Act, 2013 and the rules framed thereunder. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

Green Initiatives

In commitment to keep in line with green initiatives and going beyond it, electronic copies of the Notice of the 31st Annual General Meeting of the Company including the Annual Report for the financial year 2025-26 are being sent to all members whose e-mail addresses are registered with the Company / RTA / Depository Participant(s).

Statutory Auditors

M/s. J K Chopra & Associates, Chartered Accountants (Firm Registration No. 016071S), Bangalore, tendered their resignation as the Statutory Auditors of the Company with effect from August 30,2025, after completion of the statutory audit of the financial statements of the Company for the financial year ended March 31, 2025, resulting in a casual vacancy in the office of the Statutory Auditors.

Pursuant to the provisions of Sections 139,140 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Rajagopal S Badri Narayanan, Chartered Accountants (Firm Registration No. 003024S), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous Statutory Auditors. They held office from the date of such appointment until the conclusion of the 30th Annual General Meeting of the Company.

Further, the Members at the 30th Annual General Meeting held on September 30, 2025 approved the appointment of M/s. Rajagopal & Badri Narayanan, Chartered Accountants (Firm Registration No. 003024S), as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2030, pursuant to the recommendation of the Audit Committee and the Board of Directors.

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 are annexed herewith as Annexure II.

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 the Rules framed thereunder.

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. Q Bhat Q Associates, Practicing Company Secretaries {CP No. 18963), to undertake the Secretarial Audit of the Company for F.Y. 2025-26 till F.Y. 2029-30, in its meeting held on August 30,2025. The Secretarial Audit Report for F.Y. 2025-26 is annexed herewith as Annexure lll u .

There are qualifications raised by the Secretarial Auditors in their Report. The qualifications along with the respective responses from the management are annexed herewith as Annexure 11*.

Further, the Secretarial Compliance Report as per the Securities and Exchange Board of India Regulations and Clrculars/Guidellnes 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-DisquaJification of Directors received from M/s. G Bhat & Associates, Practicing Company Secretaries, is annexed to the Board s Report as Annexure IV 1 .

Cost Auditor

During the year under review, the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

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 S Raghuveer, Chartered Accountants (Firm Registration Number 007119S) as the Internal Auditors of your Company for F.Y. 2026-27 in its meeting held on September 04, 2026. The Internal Auditors have conducted the internal audit of the functions and operations of the Company and have reported to the Audit Committee and Board.

Management s 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 and amendments made thereto from time to time, is presented in a separate section forming part of this Annual Report.

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 O Associates, Practicing Company Secretaries, is annexed to the Boards Report as Annexure V .

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 victimisation 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 the Company s website at .

Internal Audit & Controls

Pursuant to the provisions of Section 138 read with the Rules made thereunder, the Board has appointed M/s. Kumar & Raghuveer, Chartered Accountants (Firm Registration Number 007119S), as 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 a 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 unauthorised use or disposition and that 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 Auditors reports shall be regularly reviewed by the Audit Committee of the Board.

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 minimise these risks.

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 the Central Government with respect to Meetings of the Board of Directors and General Meetings.

Particulars of Employees and Remuneration

In terms of the 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 thereunder as amended from time to time, the particulars are annexed as Annexure VI to this Report.

There are no instances of employees who were in receipt of remuneration in excess of the limit prescribed in the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made thereunder.

Policies and Disclosure Requirements

In terms of the provisions of the Companies Act, 2013, the Company has adopted policies which are available on its website at .

Conservation of Energy

. The operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

- Steps taken by the Company for utilising alternate sources of energy, the Company shall consider the adoption of alternate sources of energy as and when necessary.

. Capital investment on energy conservation equipment, no capital investment yet.

Technology Absorption

The Companys operations do not require significant import of technology.

- 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.

- Benefits derived like product improvement, cost reduction, product development or import substitution, not applicable.

- In case of imported technology (imported during the last three years reckoned from the beginning of the financial year), not applicable.

Expenditure incurred on research and development, the expenditures are strategically directed towards 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 its competitive edge in the industry.

Foreign Exchange Earnings and Outgo

PARTICULARS	2624-25 2625-26
Foreign exchange earnings	Nil	272.89
Foreign exchange outgo	103.54	Nil

Particulars of Loans, Investments and Guarantees

The Board has obtained approval from the shareholders of the Company at the 28th Annual General Meeting held on September 30,2023, by way of Special Resolution, to authorise the Board of Directors for the following:

. give any loan to any person or other body corporate;

. give any guarantee or provide any security in connection with a loan to any other body corporate or person; and . acquire by way of subscription, purchase or othenAnse, 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 Rs100,00,00,000 (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.

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 the Notes to the financial statements forming part of this Annual Report, and the related party transactions in pursuance of 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 Annexure VII.

Deposits

The Company did not accept or hold any deposits from the public or shareholders during the year under review.

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 Code of Conduct for Prevention of Insider Trading 1 (the Insider Trading Code). The object of the Insider Trading Code is to set the 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 (the Code) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company s website at .

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 the Company s operations in future. However, the Securities and Exchange Board of India (SEBI) vide its order dated March 05, 2026 exempted the Company from the applicability of Regulation 170 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in respect of the preferential issue approved on September 16,2024 and September 17,2024.

Further, the Company has received an advisory letter bearing reference No. NSE/LIST/54060 dated May 15, 2026 from the National Stock Exchange of India Limited (NSE) regarding non-compliance with Regulations 167(1) and 167(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, in respect of the lock-in of warrants allotted on a preferential basis.

The delay in effecting the lock-in of the warrants was primarily attributable to procedural timelines involved in obtaining the requisite ISIN from the Depository and the subsequent processing, verification and implementation of the lock-in by the Registrar and Transfer Agent (RTA). The Company had initiated the process in a timely manner and continuously followed up with the concerned intermediaries. Further, the Company submitted a third-party confirmation to the Exchange confirming that no sale, transfer, encumbrance or any other dealing in the said warrants had taken place from the date of allotment until the lock- in was effected.

The Board has taken note of the advisory issued by NSE and has advised the management to strengthen its compliance monitoring mechanisms and ensure strict adherence to all applicable statutory and regulatory requirements and timelines going forward.

Except for the above advisory, no significant or material orders were passed by any Regulators, Courts or Tribunals during the financial year which would impact the going concern status of the Company or its future operations. The Board and Audit Committee have taken corrective actions and ensure compliance with all applicable laws and regulations with utmost adherence.

Prevention of Sexual Harassment at Workplace

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressal) Act, 2013. The Policy aims to provide a safe, secure and conducive work environment and applies to all employees of the Company, including trainees. The Company is committed to maintaining a workplace free from sexual harassment and ensuring that all complaints, if any, are dealt with promptly and fairly in accordance with the provisions of the Act. A detailed disclosure on the implementation of the Policy is provided in the Report on Corporate Governance.

PARTICULARS	FY 2825-26 j
Number of complaints pending at the beginning of the financial year	Nil
Numbor of complaints received during the financial year	Nil
Numbor of complaints disposed of during the financial year	Nil
Numbor of complaints pending at the end of the financial year	Nil

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has

extended all applicable maternity benefits to eligible employees in accordance with the provisions of the Act.

Financial Ratios

The key financial ratios with detailed explanations are disclosed in the financial statements, which form part of this Report.

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 is not mandatorily applicable to the Company, hence not

annexed with this Annual Report.

Certificates from the Board of Directors and Senior Management Personnel

. The Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Code of Conduct is annexed as -Annexure Vlir to this Report.

. The MD and CFO Certificate as prescribed under Schedule II Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure VIIIA to this Report.

Disclosures Not Applicable

. 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.

. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from banks or financial institutions along with the reasons thereof.

Pursuant to Section 134(5) of the Companies Act.. 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

- 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.

- 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.

- They have prepared the annual accounts on a going concern basis.

- They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

Appreciation

The Board of Directors wishes to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments and agencies of the Central and State Government and other business associates of the Company. Your Board recognises and appreciates the contributions made by all employees at all levels that ensure sustained performance in a challenging environment.

Cautionary Statement

The Board s Report and the Management Discussion and Analysis Report describe the Company s objectives, expectations or predictions, and 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 Company s 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 For Kaweri Defence 0 Wireless Technologies Limited (Formerly Kaweri Telecom Products Limited)
Sd/-	Sd 1-
CHENNAREDDY SHIVAKUMARREDDY	R H KASTURI
Managing Director - DIN: 01189343	Wholetime Director and CFO \u25a0 DIN: 00291851
Date: September 04, 2026 Place: Bangalore