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Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Sensex 77,566.16 -1.71%

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Auditor Report of Tejas Networks Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial
statements of Tejas Networks Limited (âthe Companyâ),
which comprise the Standalone Balance Sheet as at
March 31, 2025, and the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Changes in Equity and the
Standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements,
including material accounting policy information and
other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (âthe Act") in the
manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, and total comprehensive income
(comprising of profit and other comprehensive income),
changes in equity and its cash flows for the year then
ended.

Basis for Opinion

issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant
to our audit of the standalone financial statements under
the provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion.

Emphasis of Matter

4. We draw attention to Note 41 to the standalone financial
statements regarding the Scheme for Amalgamation of
Saankhya Labs Private Limited and Saankhya Strategic
Electronics Private Limited with the Company (the
''Scheme''), as approved by the National Company Law
Tribunal (NCLT), Bengaluru Bench in August 2024. The
Company has accounted for the amalgamation as per
the accounting treatment specified in the Scheme in
accordance with âAppendix C'' âBusiness combinations of
entities under common controlâ to Ind AS 103 âBusiness
Combinationsâ, with effect from April 1, 2023, and
accordingly, the comparative financial information in the
standalone financial statements have been restated. Our
opinion is not modified in respect of this matter.

Key audit matters

5. Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the standalone financial statements of the
current period. These matters were addressed in the
context of our audit of the standalone financial
statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

Recognition and assessment of carrying value of intangible assets under development and other intangible assets and
assessment of the carrying value of Goodwill. (Refer note 2.3 for material accounting policy, note 4(b) for financial
disclosure and note 3 for critical estimates and judgements to the standalone financial statements).

As at March 31, 2025, the carrying value of Intangible assets under development is '' 403.69 crores, Goodwill is '' 211.81 crores and
Other intangible assets is '' 420.32 crores (together âintangibles assetsâ).

The Company incurs product development costs and capitalises such expenditure to the extent it qualifies for recognition as an
Intangible Asset (product development). Such expenditure includes internal manpower costs, outsourced manpower costs and
other related expenses specifically incurred on such development projects. Up to the stage the products are ready for it to be
capable of operating in the manner intended by the management, the Company records the qualifying expenditure as
âintangible assets under development''.

Further, the Company had recognised Goodwill pursuant to accounting for business combinations relating to amalgamation of
two subsidiaries with the Company.

Intangible assets under development and Goodwill are tested for impairment on an annual basis. The Other Intangible assets
are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be
recoverable.

The determination of the recoverable value of intangible assets, for the purposes of carrying out an impairment assessment,
involves several key assumptions including discount rate and future cash flow projections for estimating the future economic
benefits expected to be generated by such assets.

The Company has carried out an impairment assessment of intangible assets and concluded that the recoverable value is higher
than the carrying amount of such assets. Accordingly, no adjustment to the carrying amount of intangible assets (including
intangibles assets under development) and Goodwill has been considered necessary as at March 31, 2025.

We considered this a key audit matter as the assessment of carrying values of intangible assets involves significant management
judgement and assumptions and estimates.

Our audit procedures, included the following:

â¢ Understood, evaluated and tested the design and operating effectiveness of the controls in respect of the Company''s
processes for recognising intangible assets and assessing its recoverable values.

â¢ In respect of recognition of product development costs (including under development):

? Obtained an understanding of the selected capitalised projects, tested time charged to such projects by tracing back to
time sheet data.

? Tested a sample of projects to verify appropriate capitalisation of qualifying expenditure and evaluated management''s
assessment of whether sufficient economic benefits are likely to flow to the Company from those projects to support the
costs capitalised.

â¢ Assessed the reasonableness of key management assumptions and estimates used in the impairment analysis (e.g.
forecasted revenue, margin percentages, discount rate, terminal value, etc.)

â¢ With the involvement of auditor''s experts, evaluated the appropriateness of the underlying assumptions such as discount
rate and assessed the methodology of impairment workings.

â¢ Assessed the adequacy of disclosures in the standalone financial statements.

Revenue recognition (Refer note 2.1 for material accounting policy and note 22 for financial disclosure to the standalone
financial statements)

Revenue from operations for the year ended March 31, 2025 amounted to '' 8,915.73 crores.

The Company has various contracts with customers for which the Company recognises revenue in accordance with Ind AS 115
âRevenue from Contracts with Customersâ.

Certain contracts involve significant judgement by management including identification of distinct performance obligations,
recognition of revenue over a period of time or at a point in time based on timing of when the control is transferred to the
customer, and assessment of variable consideration.

We considered this a key audit matter owing to the varied terms in the contracts with customers impacting revenue recognition
and certain contracts with customers requiring management to exercise significant judgments.

Our audit procedures, included the following:

â¢ Understood, evaluated and tested the design and operating effectiveness of key controls relating to revenue recognition.

â¢ Assessed the Company''s revenue recognition accounting policy for sale of products and services.

â¢ Reviewed a sample of contracts to identify significant contract terms and assessed the appropriateness of management''s
judgements in accounting for contracts such as identification of distinct performance obligation, recognition of revenue
over a period of time or at a point in time based on timing when the control is transferred to the customer and assessment
of variable consideration.

â¢ Tested the timing of recognition of revenue, including performing cut-off procedures, to determine whether revenue
recognition is in line with terms of contracts with customers.

â¢ Tested sales transactions on a sample basis by examining the underlying documents which inter-alia included customer
agreements/ orders, invoices, goods despatch notes and shipping documents, wherever applicable.

â¢ Examined the journal entries related to revenue recognised during the year for unusual revenue transactions, if any.

â¢ Assessed the adequacy of presentation and disclosures in the standalone financial statements in respect of revenue
recognition.

Other Information

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact. We have nothing to report in this
regard.

Responsibilities of management and those charged with
governance for the standalone financial statements

7. The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the
Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the standalone
financial statements

10.Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

11. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional

scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating effectiveness of
such controls.

â¢ Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor''s report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any signif icant deficiencies in internal control that we
identify during our audit.

13. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

14. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory requirements

15. As required by the Companies (Auditor''s Report) Order,

2020 (âthe Orderâ), issued by the Central Government of

India in terms of Section 143(11) of the Act, we give in the

âAnnexure Bâ a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of
Changes in Equity and the Standalone Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2025, taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31, 2025, from being appointed
as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in âAnnexure Aâ.

(g) With respect to the other matters to be included in the
Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, (as amended)
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 15 and 32.1 to the
standalone financial statements.

ii. The Company has made provision as at March 31,
2025, as required under the applicable law or Indian
Accounting Standards, for material foreseeable
losses, if any, on long-term contracts including
derivative contracts.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended March
31, 2025.

iv. (a) The management has represented that, to the
best of its knowledge and belief, as disclosed in
Note 39(vii) to the standalone financial statements,
no funds have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds) by
the Company to or in any other person(s) or

Place: Bengaluru
Date: April 25, 2025

entity(ies), including foreign entities
(âIntermediariesâ), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly,
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company (âUltimate Beneficiariesâ) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(b) The management has represented that, to the best
of its knowledge and belief, as disclosed in the
Note 39(vii) to the standalone financial statements,
no funds have been received by the Company
from any person(s) or entity(ies), including foreign
entities (âFunding Partiesâ), with the understanding,
whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Funding Party (âUltimate Beneficiariesâ) or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

(c) Based on such audit procedures that we
considered reasonable and appropriate in the
circumstances, nothing has come to our notice
that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement.

v. As stated in note 40 to the standalone financial
statements, the Board of Directors of the Company
has proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of the Act
to the extent it applies to declaration of dividend.

vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and that has operated throughout the year for all
relevant transactions recorded in the software. During
the course of our audit, we did not notice any instance
of audit trail feature being tampered with. Further, the
audit trail, to the extent maintained in the prior year,
has been preserved by the Company as per the
statutory requirements for record retention.

17. The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Prasanna Padar Mahabala
Partner

Membership Number : 206477
UDIN : 25206477BMLJPP3253

Mar 31, 2024

1. We have audited the accompanying standalone financial statements of Tejas Networks Limited (âthe Companyâ), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the Standalone Financial Statementsâ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

Assessment of the carrying value of Intangible Assets (including intangible assets under development)

(Refer to Note 2.3 and Note 4(b) to the Standalone financial statements)

The Company incurs product development costs and capitalises such expenditure to the extent it qualifies for recognition as an Intangible Asset (product development). Such expenditure includes internal manpower costs, outsourced manpower costs and other related expenses specifically incurred on such development projects. Up to the stage the products are ready for it to be capable of operating in the manner intended by the management, the Company records the qualifying expenditure as âintangible assets under developmentâ.

Intangible assets under development are tested for impairment on an annual basis. The Company tests Other Intangible Assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The determination of the recoverable value of intangible assets (including intangible assets under development) while carrying out impairment assessment involves several key assumptions including discount rates and future cash flow projections for ascertaining future economic benefits expected to be generated by such assets.

The Company has carried out an impairment assessment of intangible assets (including intangible assets under development) and concluded that the recoverable value is higher than the carrying amount of such assets. Accordingly, no adjustment to the carrying amount of intangible assets (including intangibles assets under development) is considered necessary as at March 31, 2024.

We considered this a key audit matter as the assessment of carrying values of intangible assets (including intangible assets under development) involves significant management judgements and estimates such as expected future economic benefits, estimated margins and discount rate.

How our audit addressed the key audit matter

Our audit procedures, which involved sampling techniques, included the following:

â¢ Understanding, evaluating and testing the design and operating effectiveness of the controls in respect of the Companyâs processes for assessing the recoverable values of intangible assets (including intangible assets under development).

â¢ Testing the controls over capital funding request forms and other documentation to ensure that the projects were appropriately approved

as per the delegated authority matrix.

â¢ Obtaining an understanding of the selected capitalized projects, testing time charged to such projects by tracing back to time sheet data.

â¢ Testing a sample of projects to ensure appropriate capitalisation of qualifying expenditure.

â¢ Assessing whether sufficient economic benefits are likely to flow from the projects to support the values capitalised.

â¢ Analysing the reasonableness of key management assumptions and estimates used in the impairment analysis (e.g. forecasted revenue,

margin percentages, etc.).

â¢ With the involvement of auditorâs experts, evaluating the appropriateness of the underlying assumptions such as discount rate and assessing

the methodology of impairment workings.

â¢ Assessing the adequacy of disclosures in the standalone financial statements.

Based on our procedures performed above, we noted the managementâs assessment of the carrying value of intangible assets (including intangible assets under development) to be reasonable.

Key audit matter

Assessment of carrying value of investments in subsidiaries

(Refer Note 2.4.4 and Note 5(a)(i) to the Standalone financial statements)

The Company has investments in two subsidiaries. The carrying amount of these investments as of March 31, 2024 aggregates to INR 294.81 crores. The Company accounts for investments in subsidiaries at cost (less accumulated impairment, if any). The management, at each reporting date, assesses if there are indicators that the investment in subsidiaries are impaired and based on such assessment performs an impairment assessment, if required, on these investments by making an estimate of the recoverable amount, being the higher of fair value less costs to disposal and value in use.

In relation to investment in one subsidiary, the management has carried out an impairment assessment, wherein it has estimated the recoverable value based on the value in use determined using discounted forecast cash flow model requiring judgements on certain key inputs such as future cash flows, discount rates, etc.

Based on the impairment assessment performed, the Company has concluded that the recoverable value is higher than the carrying amount of such investments. Accordingly, no adjustment to the carrying amount of investment in subsidiaries is considered necessary as at March 31, 2024.

We considered this a key audit matter as the assessment of carrying values of investment in subsidiaries involves significant management judgements and estimates such as expected future economic benefits, discount rate and terminal growth rate.

How our audit addressed the key audit matter

Our audit procedures which involved sampling techniques, included the following:

â¢ Understanding, evaluating and testing the design and operating effectiveness of key controls around managementâs assessment of impairment

and estimation of recoverable amount of investments.

â¢ Evaluating the information based on which the impairment indicators are identified such as financial condition and market condition in which the entities operate.

â¢ Testing the completeness and accuracy of the underlying data and calculations used in the impairment assessment.

â¢ Evaluating the cash flow forecasts by comparing them to forecast budgets, actual historical results and our understanding of internal and

external factors.

â¢ Involving auditorâs experts to assist in evaluating the appropriateness of discount rate, terminal growth rate and assessing the methodology

of impairment workings.

â¢ Assessing the adequacy of disclosures in the standalone financial statements.

Based on the above procedures, we noted that the management''s assessment of the carrying value of investment in subsidiaries to be reasonable.

Key audit matter

Recognition of revenue

(Refer Note 2.1 and Note 20 to the standalone financial statements)

The Company has various contracts with customers for which the Company recognises revenue in accordance with Ind AS 115 âRevenue from Contracts with Customersâ.

Certain contracts involve significant judgement by management at inception of the contract with respect to identification of distinct performance obligations, recognition of revenue over a period of time or at a point in time based on timing when control is transferred to customer, assessment of variable consideration, etc.

We considered this a key audit matter as owing to certain large customer contracts signed during the year, a significant portion of the revenue generated requires management to exercise significant judgement.

How our audit addressed the key audit matter

Our audit procedures which involved sampling techniques, included the following:

â¢ Understanding, evaluating and testing the design and operating effectiveness of key controls relating to revenue recognition.

â¢ Assessing the Companyâs revenue recognition accounting policy for sale of products and services.

â¢ Reviewing a sample of contracts to identify significant contract terms and assessing appropriateness of managementâs judgements in

accounting for contracts such as identification of distinct performance obligation, recognition of revenue over a period of time or at a point in time based on timing when control is transferred to customer and assessment of variable consideration.

â¢ Testing of timing of recognition of revenue (including procedures related to cut off).

â¢ Tested sales transactions on a sample basis by examining the underlying documents which inter-alia included sales invoices and related

terms and conditions to assess whether revenue was recognised appropriately.

â¢ Testing of journal entries for unusual revenue transactions, if any

â¢ Assessing adequacy of presentation and disclosures in the standalone financial statements.

Based on our procedures performed above, we noted that management''s estimates and judgments in revenue recognition are reasonable.

Other Information

5. The Companyâs Board of Directors is responsible for the other

information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with

governance for the standalone financial statements

6. The Companyâs Board of Directors is responsible for the matters

stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs responsibilities for the audit of the standalone

financial statements

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

9. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

14. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matter stated in paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) (âthe Rulesâ) relating to the manner in which books of account are required to be kept in electronic mode as per Rule 3(1) of Companies (Accounts) Rules, 2014.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 14(b).

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Aâ.

(h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 15 and 30.1 to the standalone financial statements.

ii. The Company has made provision as at March 31, 2024, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts as at March 31, 2024 for which there were material foreseeable losses;

Place: Bengaluru Date: April 22, 2024

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 38(vi) to the standalone financial statements)

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 38(vi) to the standalone financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend

during the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated from March 27 to 31, 2024, for all relevant transactions recorded in the software, other than for direct database changes, where the audit trial record does not contain the pre-modified value. Further, during the course of performing our procedures, we did not notice any instance of audit trail feature being tampered with for the aforesaid period. In view of the above, the question of our commenting on whether the audit trail feature was tampered with for the period April 1, 2023 to March 26, 2024, does not arise.

5. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016 Chartered Accountants

Mohan Danivas S A Partner

Membership Number: 209136 UDIN: 24209136BKFNEI4145

Mar 31, 2023

Report on the audit of the Standalone financial statements

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the Financial Statementsâ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements of the current period. These matters were addressed in the context of our audit of the Standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Opinion

1. We have audited the accompanying standalone financial statements of Tejas Networks Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Assessment of the carrying value of Intangible Assets (including intangible assets under development)

(Refer to notes 4(b) to the standalone financial statements)

The Company incurs product development costs and capitalises such expenditure to the extent it qualifies for recognition as an Intangible Asset (product development). Such expenditure includes internal manpower costs, outsourced manpower costs and other related expenses incurred on such development projects. Up to the stage the products are ready to be put to use, the Company records the qualifying expenditure as âintangible assets under developmentâ.

The Company tests Intangible Assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets under development are tested for impairment on an annual basis.

The determination of the recoverable values of intangible assets (including intangible assets under development) for carrying out impairment assessment involves several key assumptions including discount rates and future cash flow projections for ascertaining future economic benefits expected to be generated by such assets.

We considered this a key audit matter as:

a. The amounts involved were significant.

b. The review of carrying values of intangible assets (including intangible assets under development) involves significant management judgements and estimates such as expected future economic benefits, estimated margins and discount rates.

Our audit procedures, which involved applying materiality and sampling techniques, included the following:

â¢ Testing the capital funding request forms and other documentation to ensure that the projects were appropriately approved as per the delegated authority matrix.

â¢ Obtaining an understanding of the selected capitalized projects, testing time charged to such projects by tracing back to time sheet data.

â¢ Testing a sample of projects to ensure appropriate capitalisation of qualifying costs.

â¢ Assessing whether sufficient economic benefits are likely to flow from the projects to support the values capitalised.

â¢ Analysing the reasonableness of key management assumptions and estimates used in the impairment analysis (e.g. forecasted revenue, margin percentages, etc.)

â¢ With the involvement of auditorâs experts, evaluating the appropriateness of the underlying assumptions such as discount rate and assessing the methodology of impairment workings.

Based on our procedures performed above, we noted the managementâs assessment of the carrying value of intangible assets (including intangible assets under development), to be reasonable.

Other Information

5. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs report, but does not include the standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with

governance for the financial statements

6. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs responsibilities for the audit of the financial statements

9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on other legal and regulatory requirements

14. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29.1 to the financial statements;

ii) The Company has made provision as at March 31, 2023, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. There are no derivative contracts as at March 31, 2022 for which there were material foreseeable losses;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

iv) (a) The management has represented that, to the best of its knowledge and belief, no funds have (which are material either individually or in the aggregate) been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 37(vii) to the financial statements);

(b) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 37(vii) to the financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v) The Company has not declared or paid any dividend during the year.

vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

15. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

Mar 31, 2022

Statementsâ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Report on the audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements of Tejas Networks Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

Emphasis of Matter

4. We draw your attention to Note 39 to the standalone financial statements which explains the uncertainties and the managementâs assessment of the financial impact (including recoverability of carrying value of assets) due to supply constraints and other conditions related to the COVID-19 pandemic situation, for which a definitive assessment of the impact in the subsequent period is highly dependent upon circumstances as they evolve. Our opinion is not modified in respect of the this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Assessment of the carrying value of Intangible Assets (including intangibles under development)

Refer to notes 4(b) to the standalone financial statements.

The Company incurs product development costs and capitalises such expenditure to the extent it qualifies for recognition as an Intangible Asset (product development). Such expenditure predominantly represents internal manpower costs incurred on such development projects. Up to the stage the products are ready to be put to use, the Company records the qualifying expenditure as âintangible assets under developmentâ. The Company tests Intangible Assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets under development are tested for impairment on an annual basis.

The Company has carried out an impairment assessment of intangible assets (including intangibles under development) and concluded that the recoverable value is higher than the carrying amount of such assets. Accordingly, no adjustment to the carrying amount of intangible assets (including intangibles under development) is considered necessary as at March 31, 2022.

We considered this a key audit matter as:

a. The amounts involved were significant.

b. The review of carrying values of intangible assets, including intangible assets under development involves significant management judgements and estimates such as expected future economic benefits, estimated profit margins and discount rates.

Our audit procedures, which involved applying materiality and sampling techniques, included the following:

â¢ Testing the capital funding request forms and other documentation to ensure that the projects were appropriately approved by the Chief Technical Officer and Finance Controller as per the delegated authority matrix.

â¢ Obtaining an understanding of the selected capitalized projects, testing time charged to such projects by tracing back to time sheet data.

â¢ Testing a sample of projects to ensure appropriate capitalisation of qualifying employee cost.

â¢ Assessing whether sufficient economic benefits are likely to flow from the projects to support the values capitalised.

â¢ Analysing the reasonableness of key management assumptions and estimates used in the impairment analysis (e.g. forecasted revenue, margin percentages, etc.)

â¢ With the involvement of auditorâs experts, evaluating the appropriateness of the underlying assumptions such as discount rate and assessing the methodology of impairment workings.

Based on our procedures performed above, we noted the managementâs assessment of the carrying value of intangible assets (including intangibles under development), to be reasonable.

Assessment of recoverability of Deferred Tax Assets (âDTAâ) on tax losses and tax credits with respect to Minimum Alternate Tax (âMATâ) (Refer notes 2.14, 9(b), and 25 to the standalone financial statements.)

The Company has recognised DTA of '' 48.67 crores on unabsorbed depreciation and business losses carried forward from the previous years (together referred to hereinafter as âtax lossesâ). Further, the Company has also recognised DTA on tax credits with respect to Minimum Alternate Tax (MAT) aggregating to '' 44.14 crores.

DTA has been recognised on the basis of Companyâs assessment of availability of future taxable profit to be able to utilise such tax losses and tax credits. The recoverability of the DTA depends upon factors such as the projected taxable profits of business, the period considered for such projections, the rate at which those profits will be taxed, period over which tax losses will be available for recovery and the likely outcome of disputes pending with the tax authorities.

The assessment of DTA is considered a key audit matter as the amounts involved are material to the financial statements and significant estimates and judgement are involved in assessing the amount of DTA and also in relation to preparation of forecasts of future taxable profits based on the underlying business plans.

Our audit procedures, which involved applying materiality and sampling techniques, included the following:

â¢ Evaluating the design and testing of the operating effectiveness of Companyâs controls relating to taxation and the assessment of carrying amount of DTA relating to unabsorbed tax losses and tax credits.

â¢ Testing the appropriateness of the amount of DTA by tracing the tax losses and the tax credits to the income tax returns filed and assessment orders received by the Company and evaluating the judgement made by the Company on the amounts disputed by the Income Tax Authorities.

â¢ Assessing the reasonableness of the period of projections used in the deferred tax asset recoverability assessment.

â¢ Testing, whether projections prepared by the Company were consistent with our understanding and knowledge of current business and the general economic environment in which the Company operates and whether the tax losses and MAT can be utilized within the recoupment period.

â¢ Assessing appropriateness of the assumptions used in the projections of future taxable profits.

â¢ Reviewing the adequacy of disclosures made in the financial statements with regard to deferred taxes.

Based on the above procedures performed, our testing did not identify any significant exceptions with respect to the reasonableness of the assumptions and estimates used by the management in assessing the recoverability of DTA recognised in respect of tax losses and tax credits as at year end.

Other Information

6. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs Report, but does not include the financial statements and our auditorâs report thereon. The Boardâs report is expected to be made available to us after the date of this auditorâs report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Boardâs report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with

governance for the financial statements

7. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs responsibilities for the audit of the financial statements

9. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

10. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

13. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

15. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 29.1 to the financial statements;

ii) The Company has made provision as at March 31, 2022, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on derivative contracts. There are no other long-term contracts as at March 31, 2022 for which there were material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2022.

iv) (a) The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 37 (vii) to the financial statements);

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v) The Company has not declared or paid any dividend during the year.

16. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

Mar 31, 2019

Standalone Financial Statements

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor''s Report

To the Members of Tejas Networks Limited

Report on the Audit of the Standalone Indian Accounting Standards (Ind AS) Financial Statements

Opinion

1. We have audited the accompanying Standalone Ind AS Financial Statements of Tejas Networks Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Description

Appropriateness of contingent liability disclosed in respect of certain Direct and Indirect tax matters (Refer note 30.1 to the Financial statements)

(a) Applicability of excise duty on software used for Multiplexer products

The Company has received an Order from the Customs Excise and Service Tax Appellate Tribunal (CESTAT) dated July 4, 2018 with respect to applicability of excise duty on the software used as part of the Multiplexer products during financial years from 2002-03 to 2009-10. The aforesaid Order (the ''Order'') has dealt with an earlier Order received during the year 2010-11 (Rs 11.87 crores) and various show cause notices on the similar matter received in different earlier financial years (aggregating Rs 24.88 crores). The earlier order was disclosed as a contingent liability and the aforesaid show cause notices were disclosed under the contingent liabilities note as additional information for the year ended March 31, 2018. The Order was a culmination of the various appeals filed by both the Company and the Department of Central Excise in respect of both the earlier order and the show cause notices mentioned above that were heard by the Commissioner of Central Excise and CESTAT.

According to the Order, the value of software is to be included for the purpose of arriving at the assessable value for calculating the excise duty liability on the product. Accordingly, CESTAT has remanded the matter back to the adjudicating authority for quantifying the differential duty liability, interest and penalties.

The Company has filed a Miscellaneous Application with CESTAT on August 19, 2018 challenging the aforementioned Order. In addition, Company has also filed a Civil Application on September 24, 2018 under section 35L of the Central Excise Act, 1944 along with a stay application with the Supreme Court against the CESTAT order. This matter has been disclosed as a contingent liability. Further, Company has received show cause notices from the Department of Central Excise in respect of financial years 2010-11 to 2013-14 on the similar matter amounting to Rs 3.01 crores which are not part of the Order disclosed above and hence not considered as contingent liabilities. However, this has been disclosed under the contingent liabilities as additional information during the current year.

(b) Allowability of weighted deduction for computing taxable income:

The Company in earlier years has received income tax demands aggregating to Rs 47.94 crores mainly in respect of weighted deduction for Expenditure on Scientific Research under Section 35(2AB) of the Income Tax Act, 1961. Based on a favourable ruling received from the High Court of Karnataka, expenditure approved by the The Department of Scientific and Industrial Research (DSIR) is allowed as a deduction under Section 35(2AB). However, since the Order giving effect is still pending from the income tax authorities, the company has disclosed the said exposure as contingent liability in the notes to the financial statements.

c) In July, 2017, the Income Tax Department initiated proceedings under Section 132 of the Income tax Act, 1961 (IT Act). During the year, the Company and certain officers of the Company have received Summons under various sections of the IT Act from the Special Court for Economic Offences, to which the Company has responded. As on date, there is no demand raised by the Income Tax Department in respect of any of the matters under the aforesaid proceedings or summons. The Company is of the view that the outcome of these proceedings/summons will not have any material impact on the Company''s financial statements.

In respect of above direct and indirect tax matters, significant Management judgement is required in assessing the appropriateness of the amount of contingent liabilities to be disclosed. This involves management''s judgement of the likelihood of ultimate outcome of the tax disputes supported by, in certain complex matters, opinion obtained from senior tax counsel, and are hence determined as key audit matters.

How our audit addressed the matter?

In respect of the direct and indirect tax matters, our audit procedures, which involved applying materiality and sampling techniques, included the following:

â¢ Understanding, evaluating and testing the design and operating effectiveness of the controls in respect of identifying tax exposures, its accounting and disclosures thereof.

â¢ Reading the correspondences from the concerned direct and indirect tax authorities and the status of direct tax cases, as provided by an external tax consultant.

â¢ Discussing with management experts in respect of these matters.

â¢ Circularising, where applicable, legal letter to relevant external legal counsel of the Company for obtaining the status of the various litigations.

â¢ Reading the opinion of a legal counsel provided by the management in respect of the applicability of excise duty on software used as part of the multiplexer products.

â¢ Evaluating the objectivity, competence and capabilities of such external legal counsel/tax consultants.

â¢ Involving auditor''s tax experts to assess management''s positions for significant tax exposures in light of the dynamic tax environment and existing jurisprudence, to assess the key judgements made by the Company.

â¢ Validating the completeness and appropriateness of the disclosures relating to the aforesaid direct and indirect tax matters.

Based on the above procedures performed, we found that the judgments made by the Management in disclosing contingent liabilities in respect of the aforesaid tax matters, were reasonable.

Description

Carrying value of Intangible Assets under Development Refer to notes 4(b) and 30.8 in the financial statements.

The Company undertakes the development of various products, and capitalises expenditure that qualifies for recognition as intangible assets. Such expenditure predominantly represents internal manpower costs incurred on such projects. Upto the time the products are ready to be put to use, the company records the qualifying expenditure as intangible assets under development. Such expenditure amounts to Rs 41.38 crores as at March 31, 2019.

We considered this a key audit matter as:

â¢ The amount of internal cost that qualifies for capitalisation is material and significant. Management judgement is involved in assessing whether the criteria set out in the relevant accounting standard for capitalization of such cost have been met such as:

â The technical and marketing feasibility of the project has been established;

â The likelihood of the project delivering sufficient future economic benefit; and

â The availability of adequate technical, financial and other resources and the intention to complete, use or sell the asset.

How our audit addressed the matter?

Our procedures included the following:

â¢ Understanding, evaluating and testing the design and operating effectiveness of the controls in respect of the Company''s processes for evaluating and approving the internal costs qualifying for capitalization by performing walkthroughs and through inquiries with management.

â¢ Testing the capital funding request forms and other documentation to ensure that the projects were appropriately approved by the Chief technical officer and Finance Controller as per the delegated authority matrix.

â¢ Obtaining an understanding of the selected capitalized projects, testing time charged to such projects back to time sheet data, agreeing cost of external contractors to vendor invoices,

â¢ Testing a sample of projects to ensure appropriate capitalisation of qualifying employee cost and cost of external contractors.

â¢ Assessing whether initial assumptions applied in determining project feasibility continues to hold true and whether sufficient economic benefits are likely to flow from the projects to support the values capitalised.

Our testing as set out above did not identify any material costs that have been inappropriately capitalised.

Description

Matters relating to Deferred Tax Assets

(a) Assessment of recoverability of Deferred Tax Assets recognized on tax losses (Refer Note 2.14, 10 and 26 to the Financial Statements.)

The Company has recognised deferred tax assets of Rs 138 crores (and has not recognised Rs 34.34 crores) on unabsorbed depreciation and

unutilized expenditure on scientific research (together hereinafter referred to as "tax losses") carried forward from the previous years.

The assets have been recognised on the basis of the Company''s assessment of availability of future taxable profit to offset such tax losses based

on business projections for the next two years. The recoverability of the deferred tax assets depends upon factors such as the projected taxable

profitability of business and the period considered for such projections, the rate at which those profits will be taxed and the period over which

tax losses will be available for recovery.

This was considered as a key audit matter as the amount is material to the financial statements and significant judgement in key assumptions

was required by the Company''s Management in the preparation of forecasts of future taxable profits based on the underlying business plans.

b) Non recognition of deferred tax asset in respect of Minimum Alternate Tax (MAT) (Refer Note 2.14 and 26 to the Financial Statements.)

The Company has not recognised deferred tax asset in respect of Minimum Alternate Tax (MAT) credits aggregating to Rs 51.93 crores in the absence of reasonable certainty that it will have sufficient taxable profits based on aforesaid business projections to recover such amounts. We considered this a key audit matter as significant judgement is required in determining the recognition and recoverability of deferred tax assets as the realization of tax benefits is dependent on future taxable profits.

How our audit addressed the matter?

Our procedures included the following:

Evaluation of the design and testing operating effectiveness of Company''s controls relating to taxation and the assessment of carrying amount of deferred tax assets relating to unabsorbed tax losses;

â¢ Assessing the reasonableness of the period of projections used in the deferred tax asset recoverability assessment considering that the Company operates in a highly competitive industry which is subject to disruptions through changing technology.

â¢ Comparing the Company''s performance for the year with the approved budget to assess the reasonableness of the assumptions.

â¢ Comparing the Company''s projections of future taxable profit to the approved business plans.

â¢ Testing, whether projections prepared were consistent with our understanding and knowledge of current business and the general economic environment in which the Company operates and whether the tax losses can be utilized within the forecast recoupment period.

â¢ Testing the assumptions used by analyzing the impact on taxable profit using different growth rates and profit margins.

â¢ Reviewing the adequacy of disclosures made in the financial statements with regard to deferred taxes.

Based on the above procedures performed, our testing did not identify any material exceptions with respect to the reasonability of the assumptions and estimates used by the management in assessing the recoverability of Deferred Tax Asset recognised in respect of tax losses and non-recognition of deferred tax asset in respect of MAT.

Other Information

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report, Corporate Governance Report and Shareholder information, but does not include the Standalone Ind AS Financial Statements and our auditor''s report thereon.

6. Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

7. In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

8. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy

Tejas Networks Annual Report 2018-19

and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

11. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than from one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, conclude whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A", g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations as at March 31, 2019 on its financial position in its Standalone Ind AS Financial Statements - Refer Note 30.1 to the Standalone Ind AS Financial Statements:

ii) The Company has long-term contracts as at March 31, 2019 for which there were no material foreseeable losses.

The Company does not have derivative contracts as at March 31, 2019.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2019.

iv) The reporting on disclosures relating to Specified Bank

Notes is not applicable to the Company for the year ended March 31, 2019.

	For Price Waterhouse Chartered Accountants LLP
	Firm Registration Number: 012754N/N500016
	Chartered Accountants

	Pradip Kanakia
Place: Bengaluru	Partner
Date: April 22, 2019	Membership Number: 039985

Annexure A to Independent Auditor''s Report

Referred to in paragraph 16 (0 of the Independent Auditor''s Report of even date to the members of Tejas Networks Limited on the Standalone Ind AS Financial Statements for the year ended March 31, 2019

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Tejas Networks Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company''s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

7. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Chartered Accountants

Pradip Kanakia

Partner

Membership Number: 039985

Place: Bengaluru

Date: April 22, 2019

Annexure B to Independent Auditor''s Report

Referred to in paragraph [15] of the Independent Auditors'' Report of even date to the members of Tejas Networks Limited on the Standalone Ind AS Financial Statements as of and for the year ended March 31, 2019.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The Company does not own any immovable properties as disclosed in Note 4 on Property, Plant and Equipment to the Standalone Ind AS Financial Statements. Therefore, the provisions of Clause 3(i)(c) of the Order are not applicable to the Company

ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.

Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii) (c) of the Order are not applicable to the Company

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees'' state insurance, income tax, duty of customs, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs and goods and service tax, which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, duty of excise, and value added tax, as at March 31, 2019 which have not been deposited on account of a dispute, are as follows:

Central Excise Act, 1944	Central Excise duty, Interest and Penalty	11.87	2002-2006	CESTAT, Chennai	-
Central Excise Act, 1944	Central Excise duty	24.87	2007-2010	CESTAT, Chennai	-
Central Sales Tax Act, 1956	Central Sales Tax, Interest and Penalty	1.39	2011-12	DCCT (Audit), Bengaluru	-
Central Sales Tax Act, 1956	Central Sales Tax and Interest	0.65	2010-11	DCCT (Audit), Bengaluru	-
Central Excise Act, 1944	Central Excise duty and Interest	0.71	2012-13	CESTAT, Chennai	0.20
Central Sales Tax Act, 1956	Central Sales Tax	0.69	2013-14	DCCT (Audit), Bengaluru	0.59
Central Sales Tax Act, 1956	Central Sales Tax and Interest	2.24	2011-12	DCCT (Audit), Bengaluru	0.71
Karnataka Value Added Tax Act, 2003	Penalty and Interest	0.07	2014-15	DCCT (Audit), Bengaluru	-
Income Tax Act, 1961- TDS Case	Income Tax- TDS	0.09	2000-01	Supreme Court	I 0.09
Income Tax Act, 1961- TDS Case	Income Tax- TDS	0.16	2001-02	Supreme Court	0.16
Income Tax Act, 1961- TDS Case	Income Tax- TDS	0.02	2002-03	Supreme Court	0.02
Income Tax Act, 1961	Income Tax and Interest	0.12	2003-04	High Court	-
Income Tax Act, 1961	Income Tax and Interest	0.13	2006-07	Income Tax Appellate Tribunal	-
Income Tax Act, 1961	Income Tax and Interest	8.14	2007-08	Income Tax Appellate Tribunal	-

1. Name of the Statue

Nature of Dues

Amount Gross

Period to which the amount relates

Forum where the dispute is pending

Amount paid under protest

in Rs crore

Name of the Statue	Nature of Dues	Amount Gross	Period to which the amount relates	Forum where the dispute is pending	Amount paid under protest
Income Tax Act, 1961	Income Tax and Interest	18.04	2008-09	Income Tax Appellate Tribunal	-
Income Tax Act, 1961	Income Tax and Interest	6.59	2009-10	Income Tax Appellate Tribunal	0.17
Income Tax Act, 1961	Income Tax and Interest	1.14	2010-11	Income Tax Appellate Tribunal	-
Income Tax Act, 1961	Income Tax	0.04	2012-13	Income Tax Appellate Tribunal	0.04
Income Tax Act, 1961	Income Tax and Interest	13.67	2013-14	Income Tax Appellate Tribunal	-

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of initial public offer have been applied for the purposes for which they were obtained (Refer Note 36 to the Standalone Ind AS Financial Statements).

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Standalone Ind AS Financial Statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company

xv. The Company has not entered into any non cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

	For Price Waterhouse Chartered Accountants LLP
	Firm Registration Number: 012754N/N500016
	Chartered Accountants

	Pradip Kanakia
Place: Bengaluru	Partner
Date: April 22, 2019	Membership Number: 039985

Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone financial statements of Tejas Networks Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Board of Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed an unmodified opinion vide reports dated April 17, 2017 and May 20, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of subsection (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) In the absence of written representation from Shirish Saraf, a director of the Company, who has vacated the office subsequent to the year end, we are unable to comment if he is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act. On the basis of written representations received from the other directors as on March 31, 2018, taken on record by the Board of Directors, none of the other directors are disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

(i). The Company has disclosed the impact of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements - Refer Note 31.1;

(ii). The Company has long-term contracts as at March 31, 2018 for which there were no material foreseeable losses. The Company does not have derivative contracts as at March 31, 2018.

(iii). There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

(iv). The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

Referred to in paragraph 11 (f) of the Independent Auditorsâ Report of even date to the members of Tejas Networks Limited on the standalone Ind AS financial statements for the year ended March 31, 2018

Report on the Internal Financial Controls under Section 143(3)(i) of the Act

1. We have audited the internal financial controls over financial reporting of Tejas Networks Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Referred to in paragraph 10 of the Independent Auditorsâ Report of even date to the members of Tejas Networks Limited on the standalone Ind AS financial statements as of and for the year ended March 31, 2018

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(c) The Company does not own any immovable properties as disclosed in Note 4 on fixed assets to the Ind AS financial statements. Therefore, the provisions of Clause 3(i)(c) of the Order are not applicable to the Company.

ii. The physical verification of inventory has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii) (b) and (iii)(c) of the Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and goods and service tax (with effect from July 1, 2017) and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service-tax and duty of customs, which have not been deposited on account of any dispute. The particulars of dues of income tax, duty of excise, sales tax, and value added tax as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

Name of the Statue	Nature of Dues			Rs.in crore	Period to which the amount relates	Forum where the dispute is pending		Amount paid under protest
Central Excise Act, 1944	Central Excise duty and Penalty			11.87	2002-06	CESTAT, Chennai		-
Central Sales Tax Act, 1956	Central Sales Tax Interest and Penalty.			1.39	2011-12	DCT, Karnataka		-
Central Sales Tax Act, 1956	Central Sales Tax and Interest.			0.65	2010-11	DCT, Karnataka		-
Central Excise Act, 1944	Central Excise duty and Interest			0.51	2012-13	CESTAT Appellate Tribunal		0.20
						Joint Commissioner of
Central Sales Tax Act, 1956	Central Sales Tax			1.97	2013-14	Commercial Taxes (Appeals) Bengaluru		-
Central Sales Tax Act, 1956	Central Sales Tax Interest and Penalty.			0.82	2011-12	DCCT (Audit), Bengaluru		0.71
Karnataka Value Added Tax Act	Karnataka Value Added Tax - Penalty			0.19	2013-14	JCCT, Bengaluru		-
Karnataka Value Added Tax Act	Karnataka Value Added Tax - Penalty			0.12	2015-16	JCCT, Bengaluru		-
Income Tax Act, 1961- TDS Case	Income Tax- TDS			-	2000-01	Supreme Court		0.09
Income Tax Act, 1961- TDS Case	Income Tax- TDS			-	2001-02	Supreme Court		0.16
Income Tax Act, 1961- TDS Case	Income Tax-TDS			-	2002-03	Supreme Court		0.02
Income Tax Act, 1961	Income Tax			0.12	2003-04	High Court		-
Income Tax Act, 1961		Income Tax	0.13		2006-07		Income Tax Apellate Tribunal	-
Income Tax Act, 1961		Income Tax	8.14		2007-08		Income Tax Apellate Tribunal	-
Income Tax Act, 1961		Income Tax	17.87		2008-09		Income Tax Apellate Tribunal	0.17
Income Tax Act, 1961		Income Tax	6.42		2009-10		Income Tax Apellate Tribunal
Income Tax Act, 1961		Income Tax	-		2012-13		Income Tax Apellate Tribunal	0.04
Income Tax Act, 1961		Income Tax	13.67		2013-14		Commissioner of Income Tax (Appeals)	-

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures, specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Pradip Kanakia

Place: Bengaluru Partner

Date: April 24, 2018 Membership Number: 039985

Mar 31, 2017

Independent Auditor''s Report

To The Members Of TEJAS NETWORKS LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of TEJAS NETWORKS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE.FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act.

This responsibility also includes 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company, and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to-be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified

Bank Notes as defined in the Notification S.0. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (âTHE ACTâ)

We have audited the internal financial controls over financial reporting of TEJAS NETWORKS LIMITED (âthe Companyâ) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENTâS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in on Audit of Internal Financial Controls Over Financial Reporting conditions, or that the degree of compliance with the policies issued by the Institute of Chartered Accountants of India. or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note

ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of 3 (three) years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provide guarantees and hence reporting under clause (iv) of the Order is not applicable.

Name of Statute	Nature of Dues	Forum where Dispute is	Period to which the	Amount Involved (''
		Pending	Amount Relates	crore)*
Income-Tax Act, 1961	Income Tax	Hiqh Court	2003-04	0.12
		Income Tax Appellate Tribunal	2006-07	0.13
			2007-08	8.14
			2009-10	6.42
		Income Tax Appellate	2008-09	17.87
		Tribunal & High Court
		Commissioner of Income Tax	2013-14	13.67
		(Appeals)
Central Excise Act, 1944	Excise duty and penalty	CESTAT	2002-06	11.87
		CESTAT	2009-10	1.92
Central Sales Tax Act, 1956	Central Sales Tax and interest	Deputy Commissioner of Commercial Tax	2013-14	1.38
		Assistant Commissioner of	2010-11	0.15
		Commercial tax

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. The Company does not have any unclaimed deposits.

(vi) Having regard to the nature of the Company''s business /activities, reporting under clause (vi) of the Order is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us, the Company has made private placement of shares during the year under review.

In respect of the above issue, we further report that:

a) The requirement of section 42 of the Companies Act, 2013, as applicable, have been complied with; and,

b) The amount raised have been applied by the Company during the year for the purposes for which the fund were raised.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934..

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm''s Registration No. 008072S)

Monisha Parikh

Partner

(Membership No. 47840)

Place: Bengaluru

Date: April 17, 2017

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