Kavveri Telecom Products Ltd

Your directors are pleased to present below the 28^th Annual Report along with the Consolidated and Standalone Audited Financial Statements for the financial year ended 31^st March, 2023.

( IN Lakhs):

* 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 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.

The Company has not transferred any amounts to reserves for the financial year ended March 31, 2023.

OPERATING RESULTS:

The financial performance highlights for the year ended March 31, 2023, are as follows:

On a Standalone basis, the Company has registered a net income stood at Rs. 24,014.04 Lakhs as compared to total revenue of Rs. 125.51 Lakhs of previous year and the Company has reported profit after tax of Rs. 3,216.70 Lakhs during the Financial Year as compared to loss of Rs. 1,732.75 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.

On Consolidated basis, the Company has registered a net income stood at Rs. 24,363.60 Lakhs as compared to total revenue of Rs. 691.53 Lakhs of previous year and the Company has reported profit after tax of Rs. 3,148.76 Lakhs during the Financial Year as compared to loss of Rs. 1,809.10 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 as per the Profit and Loss statement.

COMPANY'S PRODUCTS / SERVICES:

Kavveri Telecom Products Limited is a leading telecom wireless subsystem products manufacturer, providing world class, hardware products and solutions for the Telecom, Defense & Aerospace segments. Founded in 1996, Kavveri Telecom designs, develops, tests and manufactures a diverse range of wireless Telecom products, from concept to deployment. With over 500 R&D man-years of experience and over 20 years of high paced growth, Kavveri Telecom is uniquely positioned to offer an array of world-class products and solutions to meet product and sub-system requirements of wireless Telecom equipment manufacturers, Carriers, Defence and Space clients. The Company enjoys the status of being the largest Indian transnational manufacturer of Antennas & RF products with overseas offices, distributed R&D, and foreign acquisitions resulting in market access spanning four continents and is committed to meet the expectations of its shareholding community, clients, business partners and employees.

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, is due to retire by rotation at the forthcoming Annual General Meeting (“AGM”) and, being eligible, offers himself for re-appointment. The Board recommends his reappointment at the forthcoming AGM.

During the year under review, Ms. Kamla Choudhary, Company Secretary resigned with effect from October 17, 2022. The Board placed on the record its appreciation for valuable contribution given by her during the tenure of Key Managerial Person in the Company and Ms. Priya Arwat, Company Secretary has been appointed as a Company Secretary and Compliance officer with effect from October 17, 2022.

During the year under review, Ms. Priya Arwat, Company Secretary resigned with effect from March 29, 2023. 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. Ankita Chowdhary (Membership No. A36224) was appointed as Company Secretary of the Company with effect from September 06, 2023.

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 (“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, the Company has transferred the 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 FY23.

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:

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

• 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, 2023 and of the loss of the Company for the year ended on that date;

• 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 that such internal financial controls are adequate and were operating effectively; and

• 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 2023 are not comparable with the Financial figures for the Financial Year ending on 31st March 2022, as the Financial figures for the Financial Year ending on March 31, 2023 do not include one of the subsidiaries i.e., Kavveri Telecom Infrastructure Limited due to the reason that National Company Law Tribunal (NCLT) had initiated Corporate Insolvency Resolution 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements forming part of Annual Report. The Company has not provided any loans and guarantees 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 Tribunals 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 2023.

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 2023 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^th September 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^nd Annual General Meeting.

AUDIT REPORT FOR 2022-2023

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

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

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 7 (Seven) times during the financial year 2022-23. 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.

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

Bengaluru

06.09.2023