Directors Report of Tejas Networks Ltd.

Mar 31, 2025

i. The Board''s Report is prepared in accordance with the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'') and the Companies Act, 2013
(''the Act'') and forms part of the Annual Report for the year ended March 31, 2025.

ii. The term “Company” or “Tejas” or “Tejas Networks” shall mean and include “Tejas Networks Limited”.

Dear Members,

The Board of Directors (the “Board”) hereby submits the Report of the business and operations of the Company along with the
audited Financial Statements for the financial year ended March 31,2025. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

I. Financial Performance

a. Results of Operations and State of Affairs in '' crore

b. Financial Position in '' crore

	Standalone		Consolidated
Particulars	FY 2025	FY 2024 *	FY 2025	FY 2024
Revenue from Operations	8,915.73	2,473.66	8,923.21	2,470.92
Other Income	45.43	64.66	45.42	64.66
Total Income	8,961.16	2,538.32	8,968.63	2,535.58
Expenses
Cost of materials consumed	6,425.47	1568.64	6,430.91	1,564.06
Purchases of stoc k¬ in-trade	94.15	41.86	94.15	41.86
Changes in inventories of stock-in-trade, work-in-progress and finished goods	(2.96)	(20.82)	(2.96)	(20.82)
Employee benefit expense	436.49	341.65	447.86	351.49
Finance costs	247.46	38.18	251.82	50.75
Depreciation and amortization expense	353.19	182.45	353.19	182.45
Allowance for expected credit loss	35.90	17.76	26.01	15.21
Other expenses	660.03	254.95	669.41	250.36
Total expenses	8,249.73	2,424.67	8,270.39	2,435.36
Profit before tax	711.43	113.65	698.24	100.22
Current tax expense	147.07	19.96	145.21	21.79
Deferred tax expense	113.70	8.26	106.50	15.45
Total tax expense	260.77	28.22	251.71	37.24
Profit after tax	450.66	85.43	446.53	62.98
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss	(8.35)	(4.33)	(8.35)	(4.33)
Items that may be reclassified to profit or loss	(4.46)	0.09	(1.82)	0.15
Total comprehensive income for the year, net of tax	437.85	81.19	436.36	58.80
Retained earnings- opening balance	45.01	(36.09)	6.58	(52.07)
Less: Items that may be reclassified to profit or loss	4.46	(0.09)	1.82	(0.15)
Add: Extinguishment of merger liability	-	-	169.23	-
Retained earnings- closing balance	487.32	45.01	613.99	6.58
Earnings per equity share
Basic	25.99	5.03	25.75	3.71
Diluted	25.62	4.95	25.38	3.65

Particulars	Standalone		Consolidated
	FY 2025	FY 2024*	FY 2025	FY 2024
Bank balances and deposits with maturity up to three months	325.48	187.72	331.88	19255
Bank balances other than above
Current	7.76	109.35	7.76	109.35
Deposits with remaining maturity of more than twelve months	5.32	4.91	5.32	4.91
Investment in mutual funds	482.32	333.71	482.32	333.71
Cash and cash equivalents including	820.88	635.69	827.28	640.52
margin money Net current assets	4,521.96	3,137.52	4,523.58	3,147.15
Property, plant and equipment	398.63	224.49	398.63	224.49
Right-of-use assets	116.59	127.80	116.59	127.80
Other intangible assets	420.32	411.49	420.32	411.49
Intangible assets under development	403.69	220.36	403.69	220.36
Goodwill	211.81	211.81	211.81	211.81
Other non-current assets •	509.49	259.31	492.45	233.21
Total Assets	7,403.37	5,228.47	7,394.35	5,216.83
Borrowings	3,269.05	1,744.09	3,269.05	1,744.09
Non-current provisions	61.30	14.03	61.30	14.03
Other non-current financial liabilities	79.86	-	79.86	168.99
Lease liabilities	137.82	140.23	137.82	140.23
Total equity	3,855.34	3,330.12	3,846.32	3,149.49
Total equity, non¬ current liabilities and borrowings	7,403.37	5,228.47	7,394.35	5,216.83

*Standalone figures for FY 2024 is after merger. Refer note 41

of Standalone Financial Statements for details

(1) Deposits with original maturity of more than three
months but less than twelve months, balances with
banks in Unpaid Dividend Account & balances held as
margin money or security against fund and non-fund
based banking arrangements.

(2) Current Assets net of current liabilities as disclosed in
Balance Sheet excluding cash and cash equivalents,
borrowings and lease liabilities.

(3) Includes capital work-in-progress.

(4) Excluding bank balances considered as cash and cash
equivalents.

c. Consolidated Performance

The net revenues from operations on a consolidated basis
grew by 261% to '' 8,923.21 crore in FY 2025. The profit before
tax was '' 698.24 crore (8% of net revenue) as against '' 100.22
crore (4% of net revenue) in the previous year. The net profit
was '' 446.53 crore (5% of net revenue) as against '' 62.98
crore (3% of net revenue) in the previous year.

d. Standalone Performance

The net revenues from operations on a standalone basis
grew by 260% to '' 8,915.73 crore in FY 2025. The profit before
tax was '' 711.43 crore (8% of net revenue) as against '' 113.65
crore (5% of net revenue) in the previous year. The net profit
was '' 450.66 crore (5% of net revenue) as against '' 85.43
crore (3% of net revenue) in the previous year.

e. Earnings Per Share

The basic earnings per share grew by 416% to '' 25.99
(previous year '' 5.03) at standalone level and by 594% to
'' 25.75 (previous year '' 3.71) on consolidated basis.

f. Liquidity

The Company maintains sufficient cash to meet the business
requirements and also to cover financial and business risks
and to support future growth. The principal sources of
liquidity are cash and cash equivalents and the cash flow,
which the Company generates from the business.

Cash and cash equivalents of the Company as on
March 31, 2025 is '' 820.88 crore and '' 827.28 crore on a
standalone and consolidated basis, respectively. The cash
and cash equivalents include balance and deposits with
banks and investment in mutual funds. The details of these
investments and deposits are disclosed under the ‘current
investments, non-current and current financial assets''
section in the standalone and consolidated Financial
Statements in this Annual Report.

g. Dividend

On completion of 25 years of operations and considering
performance of the Company, the Board of Directors has
recommended a Dividend of 25% ('' 2.50 per equity share on
face value of '' 10/- each), subject to deduction of tax at
source, for the financial year ended March 31, 2025. The said
Dividend on equity shares is subject to the approval of the
Members at the ensuing Annual General Meeting (“AGM”)
scheduled to be held on June 27, 2025.

According to the Finance Act, 2020, Dividend income will be
taxable in the hands of the Members w.e.f. April 01, 2020, and
the Company is required to deduct tax at source from the
Dividend paid to the Members at prescribed rates as per the
Income Tax Act, 1961.

The Board at its meeting held on April 25, 2025, amended
and adopted the Dividend Distribution Policy to provide for
declaration of Dividend in years of exceptional gains or other
events. The Dividend Distribution Policy is available on the
Company''s website at https://www.tejasnetworks.com/
policies-codes.

Dividend on equity shares, as recommended by the Board, if
approved at the ensuing Annual General Meeting, the
payment of such Dividend will be made to Shareholders,
subject to deduction of tax at source as under:

i. In respect of shares held in physical mode, the Dividend
will be payable to those Members whose names appear
in the Register of Members as at the closure of business
hours on Thursday, June 19, 2025.

ii. In respect of shares held in demat / electronic mode,
Dividend will be payable to those Members whose names
appear in the list of beneficial owners as at the close of
business hours on Thursday, June 19, 2025, as per details
furnished by the Depositories.

The Company had declared its maiden Dividend during the
year ended March 31, 2019 and the details of unclaimed
Dividend as on March 31, 2025 is available on the Company''s
website at https://www.tejasnetworks.com/general-
meeting . The Shareholder(s) who have a claim on such
unclaimed Dividend are requested to contact the Company''s
Registrar and Share Transfer Agents, MUFG Intime India
Private Ltd at [email protected].

h. Transfer to Reserves

The Board has decided to retain the entire amount of profits
for FY 2025 in the profit and loss account and does not
propose to transfer amounts to the general reserve out of
the amount available for appropriation.

i. Share Capital
Authorised Share Capital

The Authorised Share Capital of the Company as on
March 31, 2025 is '' 307,68,50,000/- consisting of 30,76,85,000
equity shares of '' 10/- each which increased from
'' 260,00,00,000 consisting of 26,00,00,000 equity shares of
'' 10/- each as on March 31, 2024. The increase in the
Authorised Share Capital is on account of the aggregation of
the Authorised Share Capital of Saankhya Labs Private
Limited and Saankhya Strategic Electronics Private Limited
with the Company, on account of merger of Saankhya Labs
Private Limited and Saankhya Strategic Electronics Private
Limited, with the Company.

Paid-up Share Capital

During the year under review, there was an increase in
paid-up equity share capital in view of the Company having
issued and allotted 38,71,084 equity shares of ''10/- each fully
paid up, to the Shareholders of Saankhya Labs Private
Limited on account of the merger of Saankhya Labs Private
Limited and Saankhya Strategic Electronics Private Limited
with the Company. Further, the Company also allotted
17,43,296 equity shares ''10/- each fully paid up, to the eligible
employees of the Company on account of exercise of Stock
Options / Restricted Stock Units. Hence, the paid-up equity
share capital as on March 31, 2025 stood at '' 176,32,24,400/-
comprising of 17,63,22,440 equity shares of '' 10/- each fully
paid-up as against paid-up equity share capital of
'' 170,70,80,600/- comprising of 17,07,08,060 equity shares of
'' 10/- per share fully paid up, as on March 31, 2024.

j. Particulars of Loans, Guarantees and Investments made
by the Company

The details of loans, guarantees and investments covered
under Section 186 of the Act forms part of the notes to the
Financial Statements attached to this Annual Report.

k.Management Discussion and Analysis

In terms of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year
under review is presented as a separate section forming part
of the Annual Report. The Audit Committee has reviewed
the said Management Discussion and Analysis Report.

II. Subsidiaries, Joint Ventures and Associate
Companies

Tejas in accordance with Section 129(3) of the Act prepared
Consolidated Financial Statements of the Company and all
its subsidiaries which forms part of the Report. Further, the
report on the performance and financial position of each
subsidiary and salient features of their Financial Statements
in the prescribed Form AOC-1 is annexed to this Report, as
Annexure - 1. The policy for determining ‘Material'' subsidiaries
is disclosed in https://www.tejasnetworks.com/policies-
codes . In terms of the requirement of Section 136 of the Act,
the Financial Statements of each of the subsidiary companies
are available on the Company''s website https://www.
tejasnetworks.com/financial-information-subsidiaries/. The
physical copies of annual Financial Statements will be made
available to the Members of the Company upon request.
Pursuant to Scheme of Amalgamation sanctioned by the
National Company Law Tribunal, Bengaluru vide its Order
dated August 20, 2024, Saankhya Labs Private Limited
(CIN: U72200KA2006PTC041339), a majority owned and
controlled subsidiary of Tejas and Saankhya Strategic
Electronics Private Limited (CIN: U72900KA2020PTC136822),
a wholly owned subsidiary of Saankhya Labs Private Limited
and step-down subsidiary of Tejas stood amalgamated into
Tejas and accordingly these Companies ceased to exist
without being wound up with effect from September 25, 2024
with the appointed date of the Scheme being as of
July 1, 2022.

The Company has following subsidiaries as on March 31,2025:

Tejas Communication Pte. Limited, Singapore	Wholly Owned Subsidiary
Saankhya Labs Inc., USA	Wholly Owned Subsidiary
Tejas Communications (Nigeria) Limited, Nigeria	Step-down Subsidiary

Saankhya Labs Inc., USA

Saankhya Labs Inc., USA was incorporated in 2012 and
domiciled in United States of America and has its office at
California, USA. Saankhya Labs Inc. which was hitherto a
wholly owned subsidiary of Saankhya Labs Private Limited
and step-down subsidiary of Tejas, pursuant to the Scheme
of Amalgamation, effective from September 25, 2024
became wholly owned subsidiary of Tejas. Saankhya Labs
Inc. was incorporated with the main object of developing,
maintaining, and servicing all types of communication
systems, electronic products, semiconductor integrated
circuits/ chips, micro controllers, digital signal processors,
processing algorithms, embedded software and related
hardware and software.

Tejas Communication Pte. Limited (“Tejas Communications”)

Tejas Communications set up in the year 2001 is a wholly
owned subsidiary of Tejas and is a private company limited
by shares, incorporated under the Companies Act, Singapore
and domiciled in Singapore with its principal activities of
designing and selling of networking equipment and

software. Tejas Communications has a wholly owned
subsidiary (i.e.) Tejas Communications (Nigeria) Limited.

Tejas Communications (Nigeria) Limited (“Tejas Nigeria”)

Tejas Nigeria set up in the year 2015 is a wholly owned
subsidiary of Tejas Communication Pte. Limited and a
stepdown subsidiary of Tejas, incorporated under the
Companies and Allied Matters Act, 1990 of Nigeria. Its principal
activities are importing, marketing, distributing, supplying
and dealing with different kinds of networking equipments.

III. Amalgamation of Saankhya Labs Private Limited
and Saankhya Strategic Electronics Private Limited
Issue and Allotment of Shares

Pursuant to the Scheme of Amalgamation and in compliance
with the Order dated August 20, 2024 sanctioned by the
National Company Law Tribunal, Bengaluru, the Company
has allotted 38,71,084 (including 5 fractional shares) fully paid-
up equity shares of Rs.10/- each in the ratio of 112 equity shares
of '' 10/- each fully paid-up of the Company for every 100 equity
shares of '' 10/- each fully paid-up of Saankhya Labs Private
Limited, to the Shareholders of Saankhya Labs Private Limited
whose names were recorded in the Register of Members as
on September 25, 2024. The shares so issued and allotted
pursuant to the Scheme of Amalgamation have been listed
on BSE Limited and National Stock Exchange of India Limited.

Appointment of Trustee for handling fractional entitlements

The Company appointed Axis Trustee Services Limited, the
Independent Trustee for handling five fractional shares who
sold the fractional shares and distributed the net sale
proceeds (after deduction of the expenses incurred and
applicable income tax) to the respective Shareholders in the
same proportion of their fractional entitlements.

Institution of Employee Stock Option Plan

The Company instituted a new Employee Stock Option Plan
called as “Tejas Networks Limited ESOP Plan - 2024” by
discontinuing the existing Saankhya ESOP Plan under which
11,26,854 options were granted at an exercise price of ''10/- per
share, with the Nomination and Remuneration Committee
having the right to vary / modify / amend the Plan and shall
determine the terms of grant of options, quantum of options,
vesting criteria, vesting period etc. to the employees.

Constitution of the Tejas Networks Limited ESOP Trust

The Company constituted Tejas Networks Limited ESOP
Trust by renaming, amending and restating the Saankhya
Labs Private Limited ESOP Trust and allotted 11,24,854 equity
shares in accordance with the terms of the Scheme. The
Scheme of Amalgamation provides that the original trust
deed may be restated and modified as deemed necessary to
give effect to the provisions of the Scheme of Amalgamation.

IV. Conservation of Energy, Research and
Development, Technology Absorption, Foreign
Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption, research and development, foreign exchange
earnings and outgo as required to be disclosed under
Section 134 (3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is given as Annexure 2 in
the Board''s Report.

V. Human Resource

The Company continued to scale its workforce, invest in
capability development, and strengthen the foundations for
a modern and agile HR function.

Tejas continued its growth momentum by expanding its
workforce in line with business needs, bringing the total
permanent headcount to 2,370 by the end of FY25 (PY 1,843).
This reflects a sustained three-year CAGR of 37% in overall
employee strength and 44% in R&D—underscoring our
long-term focus on employer-branding, execution, and
capability building across critical functions.

Tejas Academy continued to focus on capability building, with
emphasis on domain specialization and future-ready skills.
This year marked the launch of structured in-house
certification programs, complemented by a blended learning
approach that combined internal expertise with curated
external training modules. Complementing these efforts, the
Company also invested in leadership development across
multiple levels. In partnership with Tata Management
Training Centre, customized leadership programs were
delivered for emerging and seasoned leaders, focused on
strategic thinking, decision- making, and people leadership.
A key focus area during the year was the ongoing
implementation of a modern Oracle-based HRMS platform, in
collaboration with Tata Consultancy Services. Significant
progress was made on multiple fronts - including system
configuration, job architecture design, data migration, and
user acceptance testing - with the rollout planned for early FY26.
Once deployed, the platform is expected to unify and digitize
core HR processes, providing a foundation for data-driven
decision-making and an enhanced employee experience.

Employee Stock Option Plan (ESOP) / Restricted Stock
Unit Plan (RSU)

The Company had formulated the following Employee Stock
Option Scheme / Restricted Stock Unit Schemes.

• Tejas Networks Limited Employee Stock Option Plan - 2014

• Tejas Networks Limited Employee Stock Option Plan - 2014-A

• Tejas Networks Limited Employee Stock Option Plan - 2016

• TejaS Restricted Stock Units Plan 2017

• Tejas Restricted Stock Units Plan 2022

• Tejas Networks Limited Employee Stock Option Plan - 2024
The Schemes are intended to reward, motivate and retain
the eligible employees of the Company for their performance
and participation in the growth and profitability of the
Company.

During the year under review, the Nomination and
Remuneration Committee granted 11,26,854 stock options
under the Tejas Networks Limited ESOP Plan - 2024 pursuant
to the Scheme of Amalgamation and 7,70,027 Restricted Stock
Units under the existing Tejas Restricted Stock Unit Plans.

The statutory disclosures as mandated under Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, (''the Regulations'') and
a certificate from a Practicing Company Secretary,
confirming implementation of the Plan in accordance with
the Regulations have been hosted on the website of the
Company at http://www.tejasnetworks.com/disclosures.

The details of the ESOP / RSU Plans as required under the
applicable provisions of the Act are provided in Annexure 5.

Particulars of Employees

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Board''s
Report as Annexure 6.

The Statement containing particulars of top 10 employees
and the employees drawing remuneration more than the
limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 is
provided as a separate annexure forming part of this Report.
In terms of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the Members, excluding the
aforesaid annexure. The said Statement is also open for
inspection by the Members through electronic mode.

The statements required under Section 197(12) read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, form part of this report and will be made available
to any Member on request.

Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The constant endeavor of the Company is to create a secure
and safe work environment for everyone in the Company. The
Company has zero tolerance towards sexual harassment at the
workplace. The Company has adopted a Policy in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
made thereunder. All employees, whether permanent,
contractual, temporary, trainees are covered in this Policy.

The Company has constituted Internal Complaints Committee
on Prevention of Sexual Harassment as required under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 with majority of women
members having requisite experience and which work closely
with the Board / Committee and obtain inputs and feedback
for improvement, from time to time.

The details of complaints received / disposed/ pending
during the year ended March 31, 2025, are as under:

Particulars	Details
No. of complaints of sexual harassment received in the year	1
No. of complaints disposed off during the year	1
No. of cases pending for more than ninety days	Nil

VI. Directors and Key Managerial Personnel and

Senior Management Personnel

Directors

In accordance with the provisions of Section 152 of the Act
and the Articles of Association, N Ganapathy Subramaniam
(DIN:07006215), Non-executive and Non-Independent
Director, retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for
re-appointment.

The Board recommends his re-appointment. The brief
particulars and expertise of N Ganapathy Subramaniam
who is seeking re-appointment together with Directorships
and Committee memberships held by him in other

companies have been given in the annexure to the Notice of
the AGM.

Independent Directors

All the Independent Directors of the Company have given
their declarations to the Company under Section 149(7) of
the Act that they meet the criteria of independence as
provided under Section 149(6) of the Act read with Regulation
16(1) (b) of the Listing Regulations. There has been no change
in the circumstances affecting their status as Independent
Directors of the Company.

During the year under review, the Company did not have
any pecuniary relationship or transactions with any of its
Directors, other than payment of remuneration to the
Executive Directors and payment of sitting fees and
commission to Non-executive Directors and reimbursement
of expenses incurred by them for the purpose of attending
the Board / Committees meetings of the Company.

Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014: the Key
Managerial Personnel of the Company are:

• Anand Athreya, Managing Director and Chief Executive
Officer (upto June 20, 2025)

• Arnob Roy, Executive Director and Chief Operating Officer
(Till such time a suitable successor is appointed, the Board
of Directors has entrusted Arnob Roy, with the additional
responsibility of CEO, w.e.f. June 21, 2025.)

• Sumit Dhingra, Chief Financial Officer

• Sanjay Malik, Executive Vice-President - Chief Strategy
and Business Officer

• N R Ravikrishnan, General Counsel, Chief Compliance
Officer and Company Secretary Officer (upto May 31, 2025)

• Anantha Murthy N, Company Secretary and Compliance
Officer (w.e.f. June 1, 2025)

Senior Management Personnel

In terms of Clause 16(d) of the Listing Regulations, the
Company has identified the Senior Management Personnel
comprising of all the Key Managerial Personnel of the
Company excluding Non-Executive and Independent
Directors and includes the Chief Technology Officer, the Chief
Supply Chain Officer and the Chief Human Resource Officer.
The following employees (excluding KMPs) are designated
as Senior Management Personnel in accordance with the
Listing Regulations:

• Kumar N Sivarajan, Chief Technology Officer

• V Sembian, Chief Supply Chain Officer

• Abhijat Mitra, Chief Human Resources Officer
(upto April 25, 2025)

• Asha Ranjan Mathews, Chief Human Resources Officer
(w.e.f. April 26, 2025)

Board Governance

As on March 31, 2025, the Board comprised of six Directors,
including a Chairman who is Non-Executive and
Non-Independent, two Executive Directors and three
Independent Directors including one Women Independent
Director. The details of the constitution / composition of the
Board and of the Committees, the terms of reference etc.,
are given in the Corporate Governance Report which forms
part of this Annual Report.

The Company has constituted various committees with the
majority of Directors being Independent. The Audit
Committee and the Risk Management Committee consists
only of the Independent Directors.

The Board meets at regular intervals to discuss and decide
on Company / Business Policy and Strategy apart from
dealing with other business matters.

In line with the requirements of the Act and the Listing
Regulations, six Board meetings and four Committee
meetings of all the Committees were held during the year
under review. The details of the Board, Committee meetings
and of the 24^th Annual General Meeting and the attendance
of the Directors at these meetings, the skill sets / expertise of
Directors etc., are given in the Corporate Governance Report
which forms part of the Annual Report.

Board Charter / Policies

The Company has charters for the Audit Committee, the
Nomination and Remuneration Committee, the Risk
Management Committee, the Corporate Social Responsibility
Committee, and the Stakeholders'' Relationship Committee
and policies & codes as required, which are in line with the
requirements of the Act and the Listing Regulations. The
details of the charter / policies / codes as adopted by the
Board are provided in Annexure 7 to the Board''s Report.

Board Evaluation

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provisions of the Act and the Listing
Regulations.

The Board evaluated its performance after seeking inputs
from all the Directors based on criteria such as the Board
composition and structure, effectiveness of Board processes,
flow of information and functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the committee members
based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance note
on Board Evaluation issued by the Securities and Exchange
Board of India.

In a separate meeting of Independent Directors, performance
of Non-Independent Directors, the Board as a whole and the
Chairman of the Company was evaluated, taking into
account the views of the Executive Directors and
Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the
performance of individual Directors on the basis of criteria
such as the contribution of the individual Director to the Board
and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and
inputs at meetings, etc. and the Board as a whole.

In the Board meeting that followed the meeting of the
Independent Directors and meeting of the Nomination and
Remuneration Committee, the performance of the Board, its
Committees and individual Directors was also discussed.

Policy on Board’s appointment

The current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the
independence of the Board and separate its functions of

governance and management. The appointment of the
Directors on the Board is based on the recommendation of
the Nomination and Remuneration Committee and
approved by the Board, subject to the approval of the
Shareholders. The appointments are in line with the
statutory requirements of the Act, the Listing regulations
and the Company policy.

The Details of Board and Committee composition, tenure of
directors, areas of expertise and other details are available in
the corporate governance report which forms part of this
Annual Report.

The policy of the Company on Directors'' appointment and
remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director
and other matters, as required, is available on https://www.
tejasnetworks.com/policies-codes.

Policy on Board’s Remuneration

The Board has approved the Remuneration Policy for
Directors. The Policy lays down the parameters based on
which payment of sitting fees and commission should be
made to Independent Directors and Non-Executive
Directors. This Policy also states the basis on which the fixed
salary, benefits and perquisites, bonus / performance linked
incentive, commission, retirement benefits should be given
to Executive Directors.

During the year under review, no single Non-Executive
Director was in receipt of annual remuneration which
exceeded 50% of the total annual remuneration payable to
all Non-Executive Directors.

The Remuneration Policy for the Board of Directors is
available on https://www.tejasnetworks.com/policies-codes.

Directors’ Responsibility Statement

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

• In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanations relating to material departures.

• The Directors selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs at the end of
the financial year and of the profit of the Company for
that period.

• The Directors had taken proper and sufficient care, for
the maintenance of adequate accounting records, in
accordance with the provisions of the Companies Act
2013, for safeguarding the assets and for preventing and
detecting fraud and other irregularities.

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

• The Directors had laid internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and operate effectively.

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

Business Integrity and Ethics

Integrity is one of the fundamental values of the Company.
The Company communicates its Code of Business Principles
internally and externally.

The Company has adopted a Code of Business Conduct and
Ethics which applies to all Directors, Employees, Subsidiaries
and Affiliates. The Managing Director and CEO has
confirmed to the Board that the Company has adopted a
Code of Conduct for its employees and Directors, and has
received a declaration of compliance with the Code of
Conduct for the year ended March 31, 2025. The Annual
declaration affirming compliance with the Code of Conduct
by the Directors and Senior Management Personnel of the
Company for the year ended March 31, 2025 forms part of the
Corporate Governance Report.

Internal Control Systems

The Company has a strong control environment comprising
corporate policies, processes and standard operating
procedures and an institutionalized compliance framework,
which enables orderly and ethical conduct of business by
safeguarding of Company''s assets, adequate use of the
Company''s resources and, timely and accurate recording of
all corporate transactions that facilitates efficient conduct of
business operations in compliance with the Company policy.
The Company has laid down standard operating procedures
and policies to guide the operations of each of its functions.
The elements of the control environment and other
pronouncements are periodically tested and reviewed. The
Company''s Internal Auditor makes continuous assessment on
the adequacy and operation of internal controls and processes.

Risk Management

The Company has adopted enterprise-wide Risk Management
Framework to enable a well-defined and institutionalized
approach towards risk management and lay down broad
guidelines for timely identification, assessment, mitigation,
monitoring and governance of key strategic risks so as to
ensure that the risk is adequately addressed or mitigated
through a robust management action plan.

The Company has constituted a Risk Management
Committee of the Board and also has in place a Risk
Management Policy approved by the Board which focuses
on the determination of Company''s risk appetite, risk
tolerance, regular risk assessments and risk mitigation
strategies, risk identification, risk quantification and risk
evaluation etc.

The detailed report on Risk Management is disclosed
separately in this Annual Report. The Risk Management
Charter and Policy is available on the Company''s website at
https://www.tejasnetworks.com/policies-codes/

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Vigil Mechanism as envisaged in
the Act, the Rules prescribed thereunder, the Listing
Regulations and is implemented through the Company''s
Whistle-Blower Policy. The policy aims to ensure that genuine
complainants can raise their concerns in full confidence,
without any fear of retaliation or victimisation and also allows
for anonymous reporting of complaints. and makes provision
for direct access to the Chairman of the Audit Committee. A
quarterly report on the whistle-blower complaints, is placed
before the Audit Committee for its review.

The details of complaints received / disposed / pending
during the year ended March 31, 2025, are as under:

Particulars	Details
No. of Complaints received during the year	Nil
No. of Complaints disposed off during the year	Nil
No. of cases pending as on March 31, 2025	Nil

The Vigil Mechanism/Whistleblower policy is available on
the Company''s website at https://www.tejasnetworks.com/
policies-codes.

Related Party Transactions

The Company has formulated a Policy on Related Party
Transactions and can be accessed on the Company''s website
at https://www.tejasnetworks.com/policies-codes/.

During the year under review, all related party transactions
including ratification of the related party transaction entered
into by the Company, were approved by the Audit Committee
consisting of Independent Directors and these transactions
are at arm''s length and in the ordinary course of business.
Prior approval of the Audit Committee is obtained for all
related party transactions which are entered into in the
ordinary course of business and which are on an arm''s length
basis. Further, the details of the actual transactions entered
into by the Company against such approval, is placed before
the Audit Committee, periodically. For the year ended
March 31, 2025, the Company has taken shareholders'' prior
approval for entering into existing as well as new material
related party transactions. The Company has not entered into
any materially significant related party transactions with its
Directors, or Management, or their relatives that may have
potential conflict with the interests of the Company at large
and the Company has received disclosures from the Key
Managerial Personnel / Senior Management Personnel
confirming the same.

Further, none of the transactions with related parties fall
under the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to
the Company for FY 2024-25 and hence does not form part of
this report. The details of transaction(s) of the Company with
entities belonging to the promoter / promoter group which
hold(s) more than 10% shareholding in the Company as
required under para A of Schedule V of the Listing Regulations
is provided as part of the Financial Statements.

Secretarial Compliance

The Company has complied with the requirements of
Secretarial Standards on Meetings of the Board of Directors
(“SS-1”) and Secretarial Standards on General Meetings
(“SS-2”), issued and mandated by the Institute of Company
Secretaries of India and also, the Act as well the Listing
Regulations. Further, the Company has undertaken an audit
for the Financial Year 2025 for all applicable compliances as
per SEBI Regulations and Circulars / Guidelines issued
thereunder. The Annual Secretarial Compliance Report issued
by C Dwarakanath, Peer-reviewed and an Independent
Secretarial Auditor has been submitted to the Stock
Exchanges. Further, there is no Material Unlisted Indian
Subsidiary of the Company as on March 31, 2025, and as such
the requirement under Regulation 24A of the Listing

Regulations regarding the Secretarial Audit of Material
Unlisted Indian Subsidiary is not applicable to the Company
for the Financial Year 2025.

Investors'' Education and Protection Fund

The Act read with the Investors'' Education and Protection
Fund Rules states that all the shares in respect of which
Dividend which remained unclaimed or unpaid for seven
consecutive years or more are required to be transferred to
the demat account of the Investors'' Education and
Protection Fund Authority. The Company had declared its
maiden Dividend during the year ended March 31, 2019, and
hence the amount of Dividend remaining unclaimed or
unpaid for a period of seven years from the date of transfer
has not arisen till date. The Company has hosted the details
of Unclaimed Dividend as on March 31,2025, on its website at
www.tejasnetworks.com.

Annual return

In accordance with the Act, a copy of the Annual Return as
on March 31,2025 in the prescribed format is available on the
Company''s website at https://www.tejasnetworks.com/
disclosures.

Deposits from the Public

During the year under review, the Company has not accepted
any deposits from the public. Hence, no amount on account
of principal or interest on deposits from the public were
outstanding as on March 31, 2025.

VII. Material changes and commitments between
the end of the financial year and date of the Report

The following changes in the Key Managerial Personnel /
Senior Management Personnel have occurred since the end
of the financial year on March 31, 2025:

• In view of the ensuing superannuation of
N R Ravikrishnan, General Counsel, Chief Compliance
Officer and Company Secretary with effect from
close of business hours of May 31, 2025, the Board
in its meeting held on April 25, 2025, appointed
Anantha Murthy N as the Company Secretary and
Compliance Officer of the Company with effect from
June 1, 2025.

• The Board in its meeting held on April 14, 2025, appointed
Asha Ranjan Mathews as Chief Human Resources Officer
and Senior Managerial Personnel with effect from
April 26, 2025, consequent to the resignation of Abhijat
Mitra as Chief Human Resources Officer and Senior
Managerial Personnel of the Company w.e.f close of
business hours on April 25, 2025.

• The Board in its meeting held on April 25, 2025
appointed Sanjay Malik, Executive Vice-President -
Chief Strategy and Business Officer as Key Managerial
Personnel of the Company with effect from April 25, 2025.

• Anand Athreya resigned as the Managing Director &
CEO of the Company on May 29, 2025. The Board has
accepted his resignation and that he will be relieved
from the said position effective close of business hours
on June 20, 2025, as per his request. Till such time the
suitable successor is appointed, the Board of Directors
has entrusted Arnob Roy, currently the Executive
Director and Chief Operating Officer, with the additional
responsibility of CEO, effective June 21, 2025.

There are no material changes and commitments which
affect the financial position of the Company that have
occurred between the end of the financial year and the date
of this report.

VIII. Significant or Material Orders passed by
Regulators or Courts or Tribunal

There are no significant orders that have been passed by any
Regulator or Court or Tribunal which can have implications
on the going concern status, the Company''s operations in
future, there is no material litigation outstanding and there
are no cases pending or filed against the Company or any
liabilities attached to the Company in respect of any of the
matters pertaining to securities.

IX. Audit and Auditors

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration Number: 012754N/N500016) was
appointed by the Shareholders in their 22^nd Annual General
Meeting for second term as the Statutory Auditors of the
Company for a period of five consecutive years from the
conclusion of 22^nd Annual General Meeting till the conclusion
of 27^th Annual General Meeting of the Company on terms
and conditions as may be mutually agreed upon between
M/s. Price Waterhouse Chartered Accountants LLP and the
Company. M/s. Price Waterhouse Chartered Accountants
LLP has furnished a certificate of their eligibility and consent
for their continuance as the Statutory Auditors of the
Company for FY 2026 and in terms of the Listing Regulations,
the Statutory Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

The Statutory Auditors of the Company have issued an Audit
Report with an unmodified opinion on the Audited Financial
Statements of the Company (Standalone and Consolidated)
for the year ended March 31, 2025

Internal Auditors

The Board based on the recommendations of the Audit
Committee has reappointed an independent audit firm
M/s. Singhvi, Dev and Unni, Chartered Accountants LLP as
Internal Auditors of the Company to carry out the internal
audit functioning for FY 2026. M/s. Singhvi, Dev and Unni
Chartered Accountants LLP have confirmed that they are
free from any disqualifications and also their independence
and arm''s length relationship with the Company and are a
peer reviewed audit firm including its partners.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
rules made there under, the Company had appointed
Dwarakanath C, Practicing Company Secretary, to undertake
the Secretarial Audit of the Company for the year ended
March 31, 2025. The Secretarial Audit Report issued in this
regard is annexed as Annexure - 3.

The Secretarial Audit Report for the year ended March 31, 2025,
does not contain any qualification or reservation or adverse
remarks.

Cost Auditors - M/s. GNV & Associates, Cost and
Management Accountants

The Board, based on the recommendations of the Audit
Committee has re-appointed M/s. GNV & Associates, Cost and

Management Accountants (FRN - 000150)), as Cost Auditor
for conducting the audit of cost records of the Company for
the financial year 2026. M/s. GNV & Associates, Cost and
Management Accountants have confirmed that they are
free from any disqualifications and also their independence
and arm''s length relationship with the Company and are a
peer reviewed audit firm including its partners.

As per the provisions of the Act, the remuneration payable to
the Cost Auditor is required to be placed before the Members
in General Meeting for ratification by the Shareholders.
Accordingly, a Resolution seeking Members'' ratification for
the remuneration payable to M/s. GNV & Associates, Cost and
Management Accountants (FRN - 000150) as Cost Auditor
for FY 2025-26 is included in the Notice convening the
Annual General Meeting.

Key Audit Matter

M/s. Price Waterhouse Chartered Accountants LLP, Statutory
Auditors of the Company rendered an opinion regarding the
fair presentation in the Financial Statements of the
company''s financial condition and operating results. Their
audits are conducted in accordance with GAAP and include
a review of the internal controls, to the extent necessary, to
determine the audit procedures required to support their
opinion. The Statutory Auditors of the Company have issued
an Audit Report with an unmodified opinion on the Audited
Financial Statements of the Company (Standalone and
Consolidated) for the year ended March 31, 2025.

Appointment of M/s. V Sreedharan & Associates (Firm
Registration No: P1985KR14800) as Secretarial Auditors of
the Company

The SEBI has amended the Listing Regulations with effect
from December 12, 2024 by way of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations 2024 (SEBI
Notification) on the Secretarial Audit and provides that every
Listed Entity and its Material Unlisted Subsidiary incorporated
in India shall undertake Secretarial Audit by a Secretarial
Auditor who shall be a Peer-reviewed Company Secretary and
shall be recommended by the Board for the approval of the
Shareholders. The appointment of an individual as Secretarial
Auditor shall not be more than one term of five consecutive
years or a Secretarial Audit firm as Secretarial Auditor for not
more than two terms of five consecutive years each with the
approval of the Shareholders in the Annual General Meeting.
In line with the above SEBI amendment, the Board, subject
to the approval of the Shareholders, proposes to appoint
M/s. V Sreedharan & Associates as Secretarial Auditors of the
Company from the conclusion of 25^th AGM till the conclusion
of 30^th AGM of the Company, for a period of five consecutive
financial years i.e., from FY 2025-26 to FY 2029-30 on such
terms of remuneration, including reimbursement of
out-of-pocket expenses, as may be mutually agreed
between the Board of Directors of the Company and the
Secretarial Auditor.

In connection with the proposed appointment,
M/s. V Sreedharan & Associates, Company Secretaries have
confirmed their eligibility and independence to conduct the
Secretarial Audit of Tejas Networks Limited.

Necessary resolution seeking the approval of the Members
for the said appointment forms part of the Notice of the 25th
Annual General Meeting.

X. Change of name of the Registrar and Share
Transfer Agent

The Company has been informed by the Registrar and Share
Transfer Agent that consequent to the acquisition of Link
Group by Mitsubishi UFJ Trust and Banking Corporation by
way of Scheme of Arrangement, the name of the Registrar
and Share Transfer Agent of the Company changed from
Linkin time India Private Limited to MUFG Intime India
Private Limited with effect from December 31, 2024.

XI. Business Responsibility and Sustainability Report

In accordance with SEBI circular dated July 12, 2023, the
Company has prepared the Business Responsibility and
Sustainability Report for the year ended March 31, 2025, in
the prescribed format which forms part of this Annual
Report and can be accessed at https://www.tejasnetworks.
com/disclosures/. The mandatory assurance of the Business
Responsibility and Sustainability Report Core is not
applicable for the year ended March 31, 2025 in view of the
fact that the Company is not in the top 250 listed companies
based on the market capitalisation as on March 31, 2025.

XII. Corporate Social Responsibility

In pursuance of the Corporate Social Responsibility Policy and in
line with the requirement of the Act, every company must
spend 2% of the average net profits of the Company for the
preceding three years towards the Corporate Social
Responsibility activities as stated in the Act. Based on the
computation as per Section 135 of the Act, the Company
contributed ''58.40 lakhs towards Corporate Social Responsibility
activities for the year ended March 31, 2025. The Chief Financial
Officer has confirmed to the Board that the Company has fully
spent the amount of CSR that has to be contributed by the
Company as prescribed under Section 135 of the Act.

A detailed update on the Corporate Social Responsibility
initiatives of the Company is provided in the Annual Report
as Report on Corporate Social Responsibility, which forms
part of this Report. The Corporate Social Responsibility policy
is available on the Company''s website at https://www.
tejasnetworks.com/policies-codes/. The Annual Report on
Corporate Social Responsibility activities as per section 135 of
the Act, is annexed as Annexure 4 to this Report.

XIII. Green Initiatives

The electronic copies of the Annual Report for FY 2024-25 and
the Notice of the 25^th Annual General Meeting is being sent
to all Shareholders whose email addresses are registered
with the Company / Depository Participants (DP). For
Members who have not registered their email addresses, a
separate letter together with the link of the Annual Report
will be sent, separately. To support the “Green Initiative”,
Members who have not registered their email addresses are

requested to register the same with their DP in case the
shares are held by them in electronic form and with Registrar
and Transfer Agent, in case the shares are held by them in
physical form.

XIV. Cautionary Note

The report contains forward looking statements, identified
by words like ‘plans'', ‘expects'', ‘will'', ‘anticipates'', ‘believes'',
‘intends'', ‘projects'', ‘estimates'' and so on. All statements that
address expectations or projections about the future but are
not limited to the Company''s strategy for growth, product
development, market position, expenditures, and financial
results, are forward-looking statements. Since these are
based on certain assumptions and expectations of future
events, the Company cannot guarantee that these are
accurate or will be realized. The Company''s actual results,
performance or achievements could thus differ from those
projected in any forward-looking statements. The Company
assumes no responsibility to publicly amend, modify, or
revise any such statements on the basis of subsequent
developments, information or events. Further, Tejas retains
the flexibility to respond to fast-changing market conditions
and business imperatives. Therefore, Tejas may need to
change any of the plans and projections that may have been
outlined in this report, depending on market conditions. The
Company disclaims any obligation to update these forward¬
looking statements, except as may be required by law.

XV. Acknowledgement

The Board places on record its thanks to the customers,
vendors, investors, bankers, financial institutions, and all
other stakeholders for their continued support during the
year. The Board places on record its appreciation of the
contribution made by the employees at all levels as the
Company''s consistent growth was made possible only by
their hard work, solidarity, cooperation and support.

The Board also places on record its thanks the Government of
various countries where the Company operates and the
Government of India particularly the Ministry of Labour and
employment, the Ministry of Communications, the Ministry of
Electronics and Information Technology, the Ministry of
Commerce and Industry, the Ministry of Finance, the Ministry
of Corporate Affairs, the Central Board of Direct Taxes, the
Central Board of Indirect Taxes and Customs, the Reserve Bank
of India (RBI), the Securities Exchange Board of India (SEBI),
various departments under the state government and union
territories and other government agencies for their support
and look forward to their continued support in the future.

Sd/- Sd/-

N Ganapathy Subramaniam Anand Athreya

May 30, 2025 Chairman Managing Director and CEO

Bengaluru (DIN:07006215) (DIN: 10118880)

---

Mar 31, 2024

i.    The Board’s report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and the Companies Act, 2013 (the “Act”) and forms part of the Annual Report for the year ended March 31, 2024.

ii.    Unless otherwise stated, the disclosure made in this report is for the year ended March 31, 2024.

iii.    The term “Company” or “Tejas” shall mean and include “Tejas Networks Limited”.

iv.    The term “Panatone” (unless specifically stated as “Panatone Finvest Limited”) shall mean and collectively include “Panatone Finvest Limited”, “Akashastha Technologies Private Limited” and “Tata Sons Private Limited”.

v. The confirmations/ disclosures are based on the records and information as made available to the Board of Directors, to the best of their knowledge and belief and explanations obtained from the management.

Dear Shareholders,

The Board of Directors (the “Board”) hereby submits the report of the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

1. Financial Performance

a. Results of our operations and state of affairs    in ' crore    b. Fi_nanci_al P₀sit.i_0n    i_n ' _crore

Â	Standalone		Consolidated
Particulars	FY 2024	FY 2023	FY 2024	FY 2023
Revenue liom operations	2,370.46	871.05	2,470.92	921.54
Other Income	64.08	77.17	64.66	79.04
Total income	2,434.54	948.22	2,535.58	1,000.58
Expenses
Cost of materials consumed	1,567.01	528.09	1,564.06	532.03
Purchases of stock in trade	41.86	31.82	41.86	31.82
Changes in inventories of stock in trade, work in progress and finished goods	(24.17)	(0.71)	(20.82)	(3.85)
Employee benefit expense	287.44	172.16	35 1.49	232.65
Finance costs	35.08	5.20	47.92	15.20
Depreciation and amortization expense	161.23	105.13	182.45	122.50
Allowance for expected credit loss	17.76	(33.32)	15.21	(32.97)
Other expenses	224.58	128.56	253.19	145.85
Total expenses	2,310.79	936.93	2,435.36	1,043.23
ProfitAToss) before tax	123.75	11.29	100.22	(42.65)
Current tax expense/ (benefit)	2 1.66	-	21.79	(0.32)
Deferred tax expense/ (benefit)	20.11	8.25	15.45	(5.92)
Total tax expense	41.77	8.25	37.24	(6.24)
Proht/(l.oss) after tax	81.98	3.04	62.98	(36.41)
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss	(4.07)	(2.92)	(4.33)	(3.15)
Items that will be reclassified to profit or loss	0.09	-	0.15	0.73
Total comprehensive income/(loss) for the year	78.00	0.12	58.80	(38.83)
Retained earnings- opening balance	(13.63)	(13.75)	(52.07)	(12.51)
l ess: Items that will be reclassified to profit or loss	0.09	-	0.15	0.73
Retained earnings- closing balance	64.28	(13.63)	6.58	(52.07)
Earnings/(Loss) per equity share
Basic	4.83	0.20	3.71	(2.46)
Diluted	4.75	0.19	3.65	(2.46)

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Bank balances and deposits with maturity up to three months	156.62	78.98	192.55	85.39
Bank balances other than above	Â	Â	Â	Â
Current	92.11	652.06	109.35	656.42
Deposits with remaining maturity of more than twelve months	-	-	4.91	-
Deposits with original maturity of more than twelve months but remaining maturity of less than twelve months	-	-	-	2.31
Investment in mutual 333 7 funds		262.24 333.71		262.24
Deposits with financial institutions disclosed under other current financial assets	-	300.00	-	300.00
Cash and cash equivalents including 582.44 margin money		1,293.28	640.52	1,306.36
Net current assets	3,186.92 935.93		3,147.15	940.5 1
Property, plant and equipment	219.90 78.28		224.49	85.05
Right-of-use assets	127.75	42.89	127.80	44.29
Intangible assets	220.70 97.85		411.49	305.67
Intangible assets under development	196.19	136.41	220.36	153.58
Goodwill	-	-	211.81	211.81
Other non-current assets '	565.82	472.89	233.21	134.31
Total assets	5,099.72	3,057.53	5,216.83	3,181.58
Borrowings	1,744.09	-	1,744.09	-
Non-current provisions	13.13	2.03	14.03	2.12
Other non-current financial liabilities	-	-	168.99	156.68
lease liabilities	140.19	48.23	140.23	49.82
Total equity	3,202.31	3,007.27	3,149.49	2,972.96
Total equity, noncurrent liabilities and 5,099.72 borrowings		3,057.53	5,216.83	3,181.58

Note:

⁽¹⁾    Deposits with original maturity of more than three months but less than twelve months, balances with banks in unpaid dividend account & balances held as margin money or security against fund and non-fund based banking arrangements.

⁽²⁾    Current assets net of current liabilities as disclosed in balance sheet excluding cash and cash equivalents, borrowings and lease liabilities.

⁽³⁾    Includes Capital work-in-progress.

⁽⁴⁾    Excluding bank balances considered as cash and cash equivalents.

FY24 was a landmark year for Tejas with the Company registering the highest-ever annual net revenues in its corporate history of ' 2,471 crore. The Company maintained its strong business momentum through unprecedented order wins in the wireline and wireless equipment segments and ended the year with a closing order book of ' 8,221 crore. The Company also delivered strong financial performance in terms of operating margins and profitability.

c.    Consolidated Performance

The net revenues from operations on a consolidated basis grew by 168% to ' 2,470.92 crore in FY 2024. The profit before tax was ' 100.22 crore (4.1% of net revenue) as against loss of ' 42.65 crore (-4.6% of net revenue) in the previous year. The net profit was ' 62.98 crore (2.5% of net revenue) as against loss of ' 36.41 crore (-4.0% of net revenue) in the previous year.

d.    Standalone Performance

The net revenues from operations on a standalone basis grew by 172% to ' 2,370.46 crore in FY 2024. The profit before tax was ' 123.75 crore (5.2% of net revenue) as against ' 11.29 crore (1.3% of net revenue) in the previous year. The net profit was ' 81.98 crore (3.5% of net revenue) as against ' 3.04 crore (0.3% of net revenue) in the previous year.

e.    Earnings Per Share

The basic earnings per share grew by 2,315.0% to ' 4.83 (previous year ' 0.20) at standalone level and by 250.8% to ' 3.71 (previous year ' -2.46) on consolidated basis.

f.    Liquidity

The Company maintains sufficient cash to meet the business requirements and also to cover financial and business risks and to support future growth. The principal sources of liquidity are cash and cash equivalents and the cash flow the Company generates from the business.

The liquid assets of the Company as on March 31, 2024 is ' 582.44 crore and ' 640.52 crore on a standalone and consolidated basis respectively. The cash and cash equivalents include balance and deposits with banks, investment in mutual funds and deposits with financial institutions. The details of these investments and deposits are disclosed under the ‘current investments, non-current and current financial assets’ section in the standalone and consolidated financial statements in this Annual report.

g.    Dividend

The Board of Directors periodically reviews the Company’s ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company. While reviewing the necessity to distribute dividend,

the Board of Directors takes into account various factors including current and future earnings and cash flow projections, capital expenditure requirements for current and future projects, contingencies, regulatory, economic factors while making a determination to transfer retained earnings to reserves in entirety or partially for a given year and consequently may recommend to distribute dividend up to 25% of the free cash flow of the corresponding financial year, out of retained earnings, after taking into account the relevant provisions of the Companies Act, 2013. The Board of Directors after considering holistically the relevant circumstances and keeping in view the Company’s Dividend Distribution Policy has decided that it would be prudent, not to recommend any dividend for the year under review. The Company had declared its maiden dividend during the year ended March 31, 2019 and the details of unclaimed dividend as on March 31, 2024 is available on the Company’s website at www.tejasnetworks.com/shareholders.php. The Shareholder(s) who has a claim on such dividend are requested to contact our Registrar and Share Transfer Agents, Link Intime India Private Limited at [email protected].

The Board has adopted a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

h.    Transfer to Reserves

The Board has decided to retain the entire amount of profits for FY 2024 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

i.    Share Capital

During the year under review, there was an increase in paid-up equity share capital, in view of the Company issuing and allotting 23,37,207 equity shares with a face value of ' 10/- per equity share, consequent to exercise of Stock Options/ Restricted Stock Units into equity shares of the Company by the eligible employees of the Company The paid-up equity share capital stands at ' 170,70,80,600/- comprising of 17,07,08,060 equity shares of ' 10/- each fully paid up as on March 31, 2024.

j.    Particulars of loans, Guarantees and Investments by the Company

The Company makes investments or extends loans/ guarantees to its Subsidiaries for their business purposes as and when required by them for its emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee were utilized forms part of the Notes to standalone financial statements attached to this Annual report.

k.    Management Discussion and Analysis

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under the Listing Regulations is presented in a separate section, forming part of the Annual Report.

2. Subsidiaries, Joint Ventures and Associate Companies

Tejas in accordance with Section 129(3) of the Act prepared Consolidated Financial Statements of the Company and all its Subsidiaries which forms part of the Report. Further, the report on the performance and financial position of each Subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report as Annexure - 1. The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at https://wwwtejasnetworks.com/financial-information-subsidiaries.php. The policy for determining ‘material’ Subsidiaries is disclosed in https://www. tejasnetworks.com/policies-codes.php.

Wholly Owned Subsidiary

Tejas Communication Pte. Limited

Majority Owned Subsidiary

Saankhya Labs Private Limited

Step-down Subsidiaries

Saankhya Strategic Electronics Private Limited

Saankhya Labs Inc.

Tejas Communications (Nigeria) Limited

Tejas Communication Pte. Limited

Tejas Communication Pte. Limited (“Tejas Communication”) set up in the year 2001 is a wholly owned subsidiary of Tejas and is a private company limited by shares, incorporated under the Companies Act, Singapore and domiciled in Singapore with its principal activities are those of designing and selling of networking equipment and software. Tejas Communications has two branch offices in Malaysia and South Africa.

Saankhya Labs Private Limited

Saankhya Labs Private Limited (“Saankhya”) (CIN: U72200KA2006PTC041339) is a majority owned and controlled subsidiary of Tejas and is registered under Companies Act, 1956 having its Registered Office in Bengaluru, Karnataka. Tejas holds 64.40% of its total capital.

Saankhya is engaged in the business of wireless communication products for telecom, satcom and broadcast industries. Its focus areas includes wireless semiconductor, telecom infrastructure, Software Defined Radio, and Cognitive Radio technologies.

Tejas acquired 62,51,496 equity shares in Saankhya as agreed in the Share Purchase Agreement with Saankhya dated March 30, 2022 at a price of ' 454.19 per equity share amounting to consideration of ' 283.94 crore, working out to 64.40% of the equity share capital of Saankhya, on a fully diluted basis. On July 08, 2022, Saankhya has acquired 100% shareholding in Saankhya Strategic Electronics Private Limited. Consequent to such acquisition Saankhya and Saankhya Strategic Electronics Private Limited have become subsidiary and a step-down subsidiary of the Company with effect from July 01, 2022 and July 08, 2022 respectively.

Saankhya Strategic Electronics Private Limited

Saankhya Strategic Electronics Private Limited (“SSE”) (CIN: U72900KA2020PTC136822) is a wholly owned subsidiary of

Saankhya and a step-down subsidiary of Tejas. SSE was incorporated under the Companies Act, 2013 and having its Registered Office in Bengaluru, Karnataka.

SSE was set up with the objective of developing, maintaining and servicing all types of communication systems, electronic products, semiconductor integrated circuits/ chips, micro controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

On July 08, 2022, Saankhya has acquired 100% shareholding in SSE. Consequent to such acquisition SSE has become wholly owned subsidiary of Saankhya and step-down subsidiary of Tejas.

Saankhya Labs Inc.

Saankhya Labs Inc. was incorporated in 2012 and domiciled in United States of America and has its office at California, USA. Saankhya Labs Inc. is a wholly owned subsidiary of Saankhya and step-down subsidiary of Tejas.

Saankhya Labs Inc. was incorporated with the main object of developing, maintaining, and servicing all types of communication systems, electronic products, semiconductor integrated circuits/ chips, micro controllers, digital signal processors, processing algorithms, embedded software and related hardware and software.

Tejas Communications (Nigeria) Limited

Tejas Communications (Nigeria) Limited (“Tejas Nigeria”) set up in the year 2015 is a wholly owned subsidiary of Tejas Communication and a step-down subsidiary of Tejas incorporated under the Companies and Allied Matters Act, 1990 of Nigeria. Its principal activities are importing, marketing, distributing, supplying and dealing in different kind of networking equipments.

3. Key developments

a.    Largest ever project (~? 7,600 crore) for supply, support and annual maintenance services of Radio Access Equipment for 100,000 cell-sites for BSNLs Pan India 4G/5G network

Tejas executed with Tata Consultancy Services Limited (the “TCS”), a related party of the Company, the Master Contract towards supply, support and annual maintenance services for Radio Access Network equipment for BSNLs Pan-India 4G/5G network. As a part of this contract, the Company received as on March 31, 2024, Purchase Orders for an amount of ' 7,600 crore (excluding GST) from TCS towards supply of 4G/5G RAN equipment for approximately 100,000 sites.

b.    Single largest wireline equipment order of ' 696 crore for execution of Pan-India Router Network for BSNL

Tejas won the single largest wireline equipment order of ' 696 crore for supply, installation and commissioning of over 13,000 state-of-the-art access and aggregation routers for BSNLs nationwide IP/MPLS based Access and Aggregation Network (MAAN). The objective is to create a unified, flexible and scalable IP/MPLS network that will cater to growing data traffic from its full-range of services, including mobile (2G/3G/4G/5G), fiber broadband, WiFi, Voice over IP and enterprise data services.

c.    Commissioning of FibreConnect’s optical network in Italy

FibreConnect, an innovative wholesale telecom infrastructure developer in Italy, successfully launched its broadband services in the country using Tejas’s state-of-the-art telecom and networking products. Tejas is the sole supplier of optical networking and

broadband access products for FibreConnect's country-wide FTTP (fiber-to-the-premise) rollout, ranging from DWDM/PTN/OTN for Core to xPON and Ethernet for Access.

d.    Strategic Partnership with Telecom Egypt

Tejas signed a Memorandum of Understanding (MoU) with Telecom Egypt (TE), ITIDA (Information Technology Industry Development Agency) and NTI (National Telecom Institute) to replicate its experience of implementing Bharatnet (Rural Broadband Project) and NKN (National Knowledge Network) projects in Egypt. Other broad areas of cooperation include capacity building of Egyptian engineers and technicians on state-of-the-art telecom and networking technologies, establishing local manufacturing and R&D facilities for Fiber-to-theHome (FTTH) products, and setting up technical support services in Egypt both for customers within the country as well as for the larger Africa and Middle East region.

e.    Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited

The Board of Directors of the Company, at its meeting held on September 29, 2022, approved the draft Scheme of Amalgamation (the “Scheme”) of Saankhya and SSE (Transferor Companies) with the Company and the respective Stakeholders. On September 30, 2022, the Company filed the Scheme with the National Stock Exchange of India Limited and BSE Limited and on July 6, 2023 both the Stock Exchanges have conveyed their “No Objection” to the Scheme.

Further, on July 27, 2023, the Company has filed the merger application under Section 230 and 232 of the Companies Act, 2013 with National Company Law Tribunal (NCLT) Bengaluru, for the merger of Transferor Companies with the Company. Pursuant to an order dated December 7, 2023, the Hon'ble National Company Law Tribunal, Bengaluru Bench had directed the Company to hold separate meetings of the Equity Shareholders and Unsecured Creditors of the Company for purpose of considering and approving the Scheme of Amalgamation. The meeting of the Equity Shareholders and Unsecured Creditors of the Company was held on February 9, 2024 and the resolution approving the Scheme was passed with requisite majority by the Equity Shareholders and Unsecured Creditors of the Company.

The Scheme is subject to receipt of necessary approvals from NCLT and such authorities as may be required. Till such time, the Transferor Companies will continue to operate as majority-owned Subsidiaries of Tejas Networks Limited.

The application for sanctioning the Scheme of amalgamation as filed with National Company Law Tribunal, Bengaluru provides for:

•    The merger of Saankhya and its wholly owned subsidiary SSE with Tejas, and dissolution of Saankhya and SSE without winding up.

•    The appointed date of the Scheme is July 1, 2022.

•    On the Scheme becoming effective and in consideration of the amalgamation of Saankhya and SSE with the Company, Tejas shall issue and allot for every 100 equity shares of ' 10/- each held in Saankhya, 112 equity shares of ' 10/-each as fully paid-up to each Shareholder of Saankhya, whose name is recorded in the Register of Members as on the effective date.

•    SSE, a wholly owned subsidiary of Saankhya, which will amalgamate with Tejas pursuant to this Scheme and no consideration will be issued for the amalgamation of SSE with Tejas.

•    The said shares so issued and allotted as part of the Scheme of amalgamation would be listed on the BSE Limited and the National Stock Exchange of India Limited.

f.    Production linked Incentive for Telecom and Networking Products

Tejas received ' 32.66 crore as incentives for the fiscal year 2022-2023 under the Production-Linked Incentive Scheme (PLI) for Telecom and Networking Products. The Company is eligible to receive design-linked PLI incentives for five years, starting with fiscal year 2022-2023, on meeting the minimum cumulative investment of ' 750 crore committed during the PLI scheme period. As per the scheme guidelines, the quantum of incentives in each year will be a proportion of the Company’s incremental net sales of the approved products under the PLI scheme generated in that year over the net eligible sales done in the baseline year (2019-2020).

g.    Receipt of purchase order from NewSpace India Limited

Saankhya received a purchase order for ' 96.42 crore (excluding GST) from NewSpace India Limited (NSIL) (a CPSE under Dept. of Space, Govt. of India) for supply, installation and commissioning of MSS Terminals (Xponders) for vessel communication and support system in marine fishing vessels for monitoring, control and surveillance (MCS) and also supply, Installation and commissioning of MSS Terminals (Xponders) for vessel communication and support system in marine fishing vessels for monitoring, control and surveillance (MCS).

h.    Receipt of approval under Semiconductor Design Linked Incentive scheme for 5G Telecom infrastructure from the Ministry of Electronics and Information Technology, Government of India

Saankhya received approval under Semiconductor Design Linked Incentive (DLI) scheme for the development of a System-on-Chip for 5G Telecom infrastructure from the Ministry of Electronics and Information Technology, Government of India. (MeitY). The Design Linked Incentive Scheme offers financial incentives as well as design infrastructure support across various stages of development and deployment of semiconductor design for Integrated Circuits , Chipsets, System on Chips , Systems and IP Cores. Saankhya’s application for development of SoC was evaluated by the Centre for Development of Advanced Computing on behalf of MeitY and granted approval for reimbursement on completion of development milestones.

4. Driving Supply Chain Digitization: Three SAP Projects Empowering Sustainability

In today's world, sustainability and efficiency have become critical factors in supply chain management. To achieve these goals, digital transformation has become the cornerstone. Tejas is implementing three pivotal projects - SAP S/4HANA transformation, SAP Ariba Strategic Sourcing & Contracting (SCC) and SAP Manufacturing Execution System (MES) - that are instrumental in driving supply chain digitization.

•    SAP S/4HANA Transformation: The migration to the SAP S/4HANA platform has transformed our supply chain operations. This next-generation ERP platform will streamline our processes, provide us with real-time visibility, and improve our agility. By integrating data and advanced analytics capabilities, SAP S/4HANA enables us to make data-driven decisions, optimize inventory levels, and mitigate risks efficiently. Moreover, the platform's robust sustainability features empower us to monitor and reduce our carbon footprint, contributing to our environmental stewardship goals.

•    SAP Ariba Strategic Sourcing & Contracting (SCC): The SAP Ariba SCC will transform our strategic sourcing and contracting processes. This cloud-based solution gives us end-to-end visibility and control over the procurement lifecycle, from supplier discovery to contract management. We can identify sustainable suppliers, negotiate favorable terms, and ensure compliance with environmental regulations through AI-driven insights and supplier collaboration tools. Our commitment to ethical sourcing and responsible supply chain management will be further strengthened through strategic partnerships and transparent contracting practices facilitated by SAP Ariba SCC.

•    SAP Manufacturing Execution System (MES): The implementation of SAP MES is going to empower us to optimize production processes while minimizing environmental impact. By digitizing shop floor operations and integrating with our ERP system, SAP MES will enable real-time monitoring of manufacturing activities, resource utilization, and quality control. This end-to-end visibility enhances operational efficiency and facilitates proactive decision-making to reduce waste and energy consumption. Data-driven insights provided by SAP MES allow us to continuously improve our manufacturing practices, aligning with our sustainability objectives and promoting circular economy principles.

These three projects exemplify our dedication to supply chain digitization and sustainability. By embracing innovative technologies and best practices, we are driving operational excellence, minimizing environmental footprint, and fostering long-term resilience across our supply chain. As we continue on our journey towards sustainability, these initiatives serve as pillars of our commitment to creating value for both our business and society at large.

5. Quality Initiatives

At Tejas, quality is a core pillar of our culture, emphasized throughout the design and manufacturing processes of our high-performance, cost-efficient networking products.

Our robust in-house design, development, and testing infrastructure ensures meticulous quality management, resulting in products that deliver over 99.99% uptime in the field. Our unique Quality Model emphasizes supplier selection, incoming material inspection, inprocess and product quality audits, and reliability testing. We are proud to have received ANSI ESD 20.20 certification for our production sites, TL9000 and ISO9001 certifications for our quality management system, ISO 14001 for our environmental management system, and ISO 27001 for our information security management system.

Our products undergo rigorous testing and certification by globally recognized bodies such as TUV Rheinland and Underwriters Laboratories and various government agencies. They have received international approvals under standards including MEF, CE

marking, UL Mark, cTUVus mark, FCC, ICES, and safety standards IEC60950-1/IEC62368-1. Additionally,    our products hold

country-specific certifications from the US, Canada, the EU, Mexico, Brazil, Malaysia, the Russian Federation, and numerous African countries. We adhere to European Union directives on environmental protection, such as RoHS, REACH, and WEEE.

Our products are evaluated for Criteria certification (ISO15408) by STQC, Ministry of Electronics & Information Technology (MeitY), Government of India, ensuring global recognition for product security compliance. They also undergo Vulnerability Assessment and Penetration Testing (VAPT) Certification by STPI, a Government of India body. Furthermore, we have received Type-approval and Interface-approval Certificates from the Telecommunication Engineering Centre for our Optical Networking Products in India.

6. Stakeholders Engagement and Relations

At Tejas, aligning with Stakeholders’ expectations, needs, and aspirations is at the core of the Company’s purpose. Tejas firmly believes that understanding its Stakeholder is imperative to building trust while responding to the opportunities and challenges created by the market. Tejas Stakeholder engagement framework outlines an approach to engage and work with our Stakeholders and is applicable to all our operating entities and functions across the corporate and regional levels.

At Tejas, the Stakeholders engagement process involves:

•    Stakeholders identification and prioritization - The

Stakeholder identification is based on a strategic understanding of Stakeholder groups that are impacted by Tejas and have an influence on Tejas value creation.

•    Stakeholders engagement - Tejas has developed customized Stakeholder engagement strategies to engage all its Stakeholders based on their importance and impact.

•    Understanding Stakeholders concerns - Tejas effective Stakeholder engagement enables its Stakeholders to raise their concerns relevant to the business which are then addressed in a timely and dedicated manner.

•    Developing strategic response - Tejas develops strategic action plans to align its Stakeholder expectations with its business.

The primary focus of our framework is to

•    Engage with every Stakeholder group and build a positive relationship with them, facilitate our ability to understand Stakeholder concerns and interests, and incorporate them into our processes and activities.

•    Improve the communication and engage with our Stakeholders, including enhancing the clarity, accessibility, relevance, and timeliness of our communication throughout our engagement processes.

•    Continue enhancing Stakeholders’ trust and confidence in our processes, decisions, and activities.

The Company believes an effective Stakeholder engagement is paramount to its growth and continuity of its business and towards this objective, the Company follows the emerging best practices in Stakeholders engagement and relations and in building a relationship of mutual understanding. The Company engages with its Stakeholders through various forums to understand their needs, expectations and concerns. This enables the Company to further strengthen its relationship with the Stakeholders and create a value-creation model where everybody wins.

The key Stakeholders of the Company are

•    Customers/ Clients - The Company offers its Customers/ Clients superior product solutions thereby providing superior customer experience which leads the growth and transformation and engages with them through regular interactions either in person or through digital and social, mass medias and also through other channels available for raising queries and grievances with adequate care in ensuring data privacy and protection. This ensures right selling of products with focus on improving process, efficiency, reducing customer effort and leveraging technology to enhance customer experience and improve response time.

•    Shareholders/ Investors - The Company engages with the Shareholders/ Investor through general meetings, periodic e-mails, conference calls, analyst day and conferences with a view to create Shareholder value, strategy sharing and disclosure of non-financial metrics and also highlighting transparency, governance and ethical and compliance practices followed with full transparency. The Company holds regular interactions with investors through multiple channels of communication such as result announcements, annual report, media releases, updating the information on Company’s website, etc. The Company ensures that critical information about the Company is available to all the investors by uploading all such information at the Company’s website under the Investors section and also sends regular email updates to analysts and investors on upcoming events like earnings calls, declaration of quarterly and annual earnings with financial statements.

•    Employees - The Company provides competitive remuneration, growth opportunities, well-being at work to its employees and training and development programs for career progression. The Company strictly follows the policy of non-discrimination and equal employment opportunities so that employees feel that they are treated in fair and equitable manner. The Company continuously engages across its Employees by periodic communication meetings anchored by senior leaders and also for grievances matters which in turn makes employees to align with the organization goals and drives the synergy of “Team Culture”. The Company enables work culture with opportunities for growth and learning and also experimentation.

•    Regulators - The Company engages with the Regulators through periodic meetings, e-mails, letters etc. and also participates in various forums and meetings. This develops a compliance culture and continuous adherence to regulations and directives with set standards and policies backed by a well-defined processes and technology of the Company The Compliance culture is driven by the organizational leadership with a dedicated team for communicating in a transparent manner with regulators and responding in a time-bound manner.

•    Society - The Company engages with the Society on social development schemes through Corporate Social Responsibility initiatives. The initiatives and practices cover various activities in the field of education, healthcare and communities, ecology and environment, etc. with focus on livelihoods, social and environmental issues and also partnering with Industry-academia for developing skills for the telecom sector.

7.    Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure - 2 in the Board’s Report.

8.    Business Continuity Management

Tejas and its Subsidiaries have well-documented Business Continuity Management Programme which has been designed to ensure continuity of critical processes during any disruption and frequent lockdowns tested the Business Continuity Plan of the Company and its Subsidiaries. Nevertheless, the Company and its Subsidiaries continued to operate in line with the procedures outlined in its Business Continuity Plan, test it periodically to ensure readiness at any given point of time in the interest of various Stakeholders like employees, customers, partners, distributors, etc. within the overall regulatory requirements and guidelines. As a result, the Company and its Subsidiaries are able to continue to operate and serve customers while taking care of the health and safety of their employees.

9.    Human Resource

Tejas commenced the year under review with a robust hiring strategy, resulting in a total of approximately 1843 full-time employees, marking a significant 40% increase from the previous year. Notably, Tejas significantly strengthened its leadership bench-strength with 23 senior hires especially in R&D. In alignment with the commitment to talent development, the Company welcomed 187 engineering campus recruits through a tailored internship program across six distinct technology tracks. The Company further scaled up its supply chain people requirements, showcasing its agility in adapting to challenging business deliveries. The Company is particularly proud to report a substantial drop in overall attrition rates, with a drop to 6.6% for full-time employees and an impressive 6.4% for our R&D team. This achievement underscores the Company dedication to fostering a conducive and rewarding work environment for all its employees.

Additionally, Tejas collaboration with the Tata ecosystem has allowed the Company to advance initiatives focused on corporate social responsibility, sustainability, ethics, sports and learning -further enhancing its corporate citizenship. Some of the activities that saw significant participation included volunteering for a renowned NGO in the nutrition space and active participation in Tata group forums across Bengaluru.

In addition, Tejas focused on compliance awareness across the organization with specific trainings on prevention of sexual harassment, business responsibility and sustainability and the Tata code of conduct. The Company invested in leadership development by customized training inputs for a cross-section of seasoned and new leaders.

Tejas holistic wellness program, introduced for the well-being of its employees, has been met with positive feedback, reflecting our unwavering dedication to employee welfare. With a dedicated HR team comprising 30 skilled professionals, the Company continue to drive engagement and satisfaction among its workforce, evident from our commendable 4+ rating on most company review websites.

As one of the leading Indian product companies in the networking space, now under the Tata umbrella, Tejas is poised to enhance its talent attractiveness.

In conclusion, FY 2024 has been a year of remarkable people and business achievements for Tejas Networks, reaffirming our commitment to sustainable growth and excellence in the telecommunications and networking industry.

a.    Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies    (Appointment    and    Remuneration    of    Managerial

Personnel) Rules, 2014 is annexed to the Report as Annexure-6. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies    (Appointment    and    Remuneration    of    Managerial

Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection by the Shareholders through electronic mode.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report and will be made available to any Shareholder(s) on request.

b.    Employee Stock Options (ESOP) / Restricted Stock Units (RSU)

Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees, thereby acting as a retention tool.

The Company had formulated the following ESOP / RSU Schemes which are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the employees of the Company and its Subsidiaries.

i.    Tejas Networks Limited Employees Stock Option Plan - 2014 (“ESOP Plan 2014”);

ii.    Tejas Networks Limited Employees Stock Option Plan - 2014-A (“ESOP Plan 2014 - A”);

iii.    Tejas Networks Limited Employees Stock Option Plan - 2016 (“ESOP Plan 2016”);

iv.    Tejas Restricted Stock Unit Plan 2017 (RSU Plan 2017);

v.    Tejas Restricted Stock Unit Plan 2022 (RSU Plan 2022). During the year under review, on the recommendations of the Nomination and Remuneration Committee, the Board granted 11,31,092 Restricted Stock Units to Employees of Tejas and its Subsidiaries under the RSU Plan 2017 and RSU Plan 2022.

The details of the ESOP / RSU Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in Annexure - 5 which forms part of the Board’s Report. The disclosure information as required under the SEBI (SBEB) Regulations is available on the Company’s website at www.tejasnetworks.com/disclosures.php. The disclosure in the form of a certificate from the Secretarial Auditors on the implementation of the ESOP/RSU Schemes is available on the Company’s website at wwwtejasnetworks.com/ disclosures.php.

c. Prevention of Sexual Harassment

The constant endeavor of the Company is to create a secure and safe work environment for everyone in the Company. The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on prevention of sexual harassment at workplace in line with the Provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All employees (permanent, contractual, temporary, trainees) as defined under the Act are covered in this Policy. The POSH Policy is gender inclusive and the framework ensures complete anonymity and confidentiality and the POSH policy is available on the intranet portal for employees to access and refer when required.

The Company has constituted Internal Committee on Prevention of Sexual Harassment as required under the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is headed by an Independent person and with majority of members constituting women members who holds senior postion in organization working closely with the Board Committee and obtain inputs and feedback for improvement from time to time.

The Company expects all its employees to act in accordance with the highest professional and ethical standards and in this regard, expectations around compliance are communicated to the employees through multiple channels. The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behavior. Comprehensive policies and procedures have been laid down to create an environment where there is respect and dignity in every engagement.

The following are the summary of the complaints received and disposed off during FY 2024:

Particulars	Â
No of Complaints of sexual harassment received in the year	1
No of Complaints disposed off during the year	1
No of cases pending as on March 31, 2024	Nil

d. Industrial and Employee Relations

Tejas’s focuses on propagating proactive and employee centric practices. The transformational work culture initiative that aims to create an engaged workforce with an innovative, productive and a competitive shop-floor ecosystem which continues to grow in strength.The Employee Relations Council is dedicated towards building a positive work culture and leads the design and implementation of the programs and reviews its progress. With the objective of capability building, developing future ready workforce and fostering togetherness at the workplace, the Company implements multiple training and engagement programs on an ongoing basis. These include various behavioral and functional programs such as continuous improvement, decision making, learning agility and programs on skill building etc. To enable self-paced learning, Learning Management System (LMS) on digital platform for associates has been helping immensely during this fast paced work environment.

At Tejas academy, a holistic approach to enhance the skill and capabilities of the associates, is receiving good participation across manufacturing facilities. This year emphasis was also laid towards raising awareness on health and wellness of employees in addition

to regular annual medical check-ups. Proactive and employee-centric practices, a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstone of Company’s employee relations approach. An ‘open door policy’ with constant dialogue to create win-win situations have helped your Company build trust and harmony. The sustained efforts towards building a transformational work culture resulted in zero production loss for FY 2024 and helped create a collaborative, healthy and productive work environment.

10. Directors, Key Managerial Personnel and Senior Management Personnel

During the year under review, the following appointments, re-appointments and resignations were made to in the Board of Directors, Key Managerial Personnel and Senior Management of the Company.

a.    Appointments/ Inductions to the Board

•    The approval by the Shareholders in their 23^rd Annual General Meeting held on June 20, 2023 for the appointment of Alice G Vaidyan (DIN: 07394437), as a Non-Executive, Independent Director (not liable to retire by rotation) of the Company for a period of 5 years from March 29, 2023 till March 28, 2028.

•    The approval by the Shareholders in their 23^rd Annual General Meeting and by the Central Government for the appointment of Anand Athreya (DIN: 10118880) for a period of 5 years as Managing Director and CEO (designate) from April 21, 2023 to June 20, 2023 and as Managing Director and CEO from June 21, 2023 to April 20, 2028.

b.    Re-appointment to the Board

•    The Shareholders have approved by way of postal ballot, the appointment of Arnob Roy (DIN: 03176672) as Executive Director and Chief Operating Officer for a period of five (5) years with effect from March 25, 2024 to March 24, 2029 or the date of superannuation as per the superannuation policy for the Directors of the Company, whichever is earlier including remuneration payable.

•    The Board in its meeting held on April 22, 2024, based on the recommendation of the Nomination and Remuneration Committee, recommended to the Shareholders to consider re-appointment of Arnob Roy (DIN: 03176672) as Director liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company. The necessary resolution seeking the approval of the Shareholders to re-appoint Arnob Roy forms part of the Notice of the Annual General Meeting.

The brief particulars and expertise of Arnob Roy seeking re-appointment together with their other Directorships and Committee Memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

c.    Retirement from the Board

• Sanjay Nayak (DIN: 01049871), has voluntarily retired from the services of the Company from his role as Managing Director and CEO with effect from closing of business hours and also on the closing of 23^rd Annual General Meeting on June 20, 2023 to pursue other personal interests. Consequently, he ceased to be Member of Stakeholders Relationship Commitee and Corporate Social Responsibilty Commitee of the Board.

• Chandrashekhar Bhaskar Bhave, Independent Director (DIN: 00059856) retired from the Directorship after completion of his first term of five years as an Independent Director of the Company with effect from closing of business hours of March 24, 2024 and has decided not to seek re-appointment, though eligible, for a second term as Independent Director of the Company on account of personal reasons. Consequently, he ceased to be the Chairman of the Audit Committee and as a Member of the Nomination and Remuneration Committee and Risk Management Committee of the Board.

The Board and the Management places on record their sincere appreciation for the invaluable contributions to the Company’s success and the assistance and guidance provided by Sanjay Nayak and Chandrashekhar Bhaskar Bhave during their tenure as Members of the Board/ Committees of the Company.

d.    Resignation from the Board

A S Lakshminarayanan (DIN: 08616830) resigned as Non-Executive and Non-Independent Director of the Board with effect from closing of business hours of March 19, 2024. The Company has received confirmation from A S Lakshminarayanan stating that he is resigning from the Board due to professional reasons and that there are no other material reasons for his resignation. Consequently, he ceased to be the member of the Audit Committee of the Board. The Board and the Management places on record their sincere appreciation for the invaluable contributions to the Company’s success and the assistance and guidance provided by A S Lakshminarayanan during his tenure as a Member of the Board/ Committees of the Company.

e.    Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Key Managerial Personnel of the Company are:

•    Sanjay Nayak, Managing Director and Chief Executive Officer (upto June 20, 2023).

•    Anand Athreya, Managing Director and Chief Executive Officer (effective from June 21, 2023).

•    Arnob Roy, Executive Director and Chief Operating Officer.

•    Venkatesh Gadiyar, Chief Financial Officer (upto November 30, 2023).

•    Sumit Dhingra, Chief Financial Officer (effective from December 1, 2023).

•    N R Ravikrishnan, General Counsel, Chief Compliance Officer and Company Secretary.

During the year under review, Venkatesh Gadiyar, Chief Financial Officer of the Company resigned and is relieved from the services of the Company with effect from closing of business hours of November 30, 2023. Venkatesh Gadiyar has stated in his Letter of Resignation dated October 20, 2023 that he is resigning from the position of Chief Financial Officer due to personnel commitments and to pursue his other interests and that there are no other material reasons for his resignation. The Board of Directors of the Company placed on record their appreciation for the valuable contribution made by Venkatesh Gadiyar to the Company, during his term as the Chief Financial Officer of the Company.

The Board based on the approval of the Audit Committee and on the recommendations of the Nomination and Remuneration Committee appointed Sumit Dhingra as Chief Financial Officer and a Key Managerial Personnel with effect from December 1, 2023.

f. Senior Management Personnel

In terms of the Listing Regulations, the Company has identified the “Senior Management Personnel” which comprise all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors and includes the Chief Technology Officer, the Chief Supply Chain Officer and the Chief Human Resource Officer.

During the year under review the Company has appointed Venkatesan Sembian as Chief Supply Chain Officer and Sumit Dhingra, Chief Financial Officer and a Key Managerial Personnel and are part of the Senior Management Personnel.

Other than the above, there were no appointment, re-appointments or resignations in the Board, Key Managerial Personnel and Senior Management of the Company for the year ended March 31, 2024.

11. Governance

The Company’s governance guidelines revolve around values based on transparency, integrity, professionalism and accountability. Governance is the framework that ensures appropriate business processes and tools are in place for adherence with all the applicable obligations under various regulations across the locations where the Company conduct its business including Board structure, subsidiary performance, code of conduct and it revolves around values based on transparency, integrity, professionalism and accountability which helps to implement the Company strategy effectively and transparently so as to deliver long-term value for the members, employees, business partners and other Stakeholders. At the highest level, the Company continuously endeavors to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources to take the Company forward. The Company has a three-tier of governance structure, comprising of the Shareholders, the Board, and the Executive Management which not only ensures greater management accountability and credibility but also facilitates, increase autonomy to the businesses, performance discipline and development of business leaders.

I. Board Governance

Board Governance is the framework that structures the Board and its operation. The Company Board’s governance guidelines covers aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The Board governance guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, remuneration, oversight on subsidiary performances, code of conduct and Board effectiveness.

Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As on March 31, 2024, the Board consists of six members with one Non-Executive and Non-Independent Director, two Executive and Whole-time Directors, and three Non-Executive Independent Directors. The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters which are adopted by the Board, is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

The details of the constitution of the Board and of the Committees, the terms of reference etc. are given in the Corporate Governance Report which forms part of this Annual Report.

Meeting of the Board/ Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s / Committee’s approval is taken by passing resolutions through circulation or by calling Board / Committee meetings at short notice, as permitted by law.

All the Board Meeting and Committee Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the period prescribed by the Act read with Listing Regulations.

The details of the Board, Committee meetings and also of the 23^rd Annual General Meeting and the attendance of the Directors in these meetings are given in the Corporate Governance Report which forms part of the Annual Report.

Succession Planning

The Company believes that sound succession plans for the leadership are very important for creating a robust future for the Company The Nomination and Remuneration Committee coordinates with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in Senior Management. The Nomination and Remuneration Committee works with the Board on the Board succession plan to identify prospective Board members who possess the skills and experience required in the context of the Company’s business and ensures a smooth transition in key Board positions. The HR department of the Company carries out detailed evaluation of each position including various criteria of identification of successors, their readiness/ development plan in the form of job rotation, exposure, coaching, mentorship, development and engagement etc. This framework involves skilling for the top leadership as well to foster successor readiness more effectively The Company strives to maintain an appropriate balance of skills and experience within the organization in an endeavor to introduce new perspectives while maintaining experience and continuity. In addition, promoting Senior Management within the organization fuels the ambitions of the talent force to earn future leadership roles.

Board Diversity

The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is important for effective corporate governance and sustained commercial success. The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development. Tejas recognizes the importance of diversity and inclusion in the Boardroom, and a diverse composition that reflects the richness of the global community it serves. The Company believes that it has a truly diverse Board which leverages on the skills and knowledge, industry or related professional experience, age and gender, which helps the Company to retain its competitive advantage. The Board has adopted the Board Diversity

Policy to recognize the benefits of a diverse Board and to further enhance the quality of participation and performance. The policy on Board diversity is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

Board Charter / Policies

The Company has Charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and also policies and codes as required which are in line with the requirements of the Act and the Listing Regulations.

During the year, the Company amended the following policies

•    The Policy on Nomination and Remuneration.

•    The Policy for determining the Material Events.

•    The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

•    The Policy for determining Material Subsidiaries

Further during the year under review, the Company has adopted the Environmental, Social and Governance Charter and Policy and adopted the revised Code of Conduct and Ethics (Tata Code of Conduct). The details of the charter/ policies/ codes as adopted by the Board are provided in ‘Annexure - 7’ to the Board report.

Board Evaluation

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

•    Degree of fulfillment of key responsibilities towards Stakeholders by way of monitoring corporate governance practices, participation in the long-term strategic planning,etc.

•    Structure, composition and role clarity of the Board and Committees;

•    Extent of co-ordination and cohesiveness between the Board and its Committees;

•    Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and

•    Quality of relationship between Board Members and the Management.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the performance of the Board and of the Committees of the Board. The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The details of the process of performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

Policy on Board’s appointment

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors. This maintains the independence of the Board, and separate its functions of governance and management. The details of Board and Committee composition,

tenure of directors, areas of expertise and other details are available in the Corporate governance report which forms part of this Annual Report.

The Nomination and Remuneration Committee (‘NRC’) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors. The policy of the Company on Directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on www.tejasnetworks.com/policies-codes.php.

Policy on Board’s Remuneration

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors and as part of the Policy, the Company strives to ensure that:

•    The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Independent Directors, Non-Executive Directors, Executive Directors which are required to run the Company successfully;

•    The relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and remuneration to Executive Directors involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

•    The Policy lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

•    The parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Executive Directors and also the remuneration payable to Director for services rendered in other capacity

The remuneration policy for the Board of Directors, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on www.tejasnetworks.com/policies-codes.php.

Directors’ Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis (except for certain financial instruments, which are measured at fair values), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Further, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge, belief and ability confirms that:

•    In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures.

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

•    The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

•    The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

•    The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Il.Corporate Governance

The Company’s Corporate Governance structure revolves around its Stakeholders (i.e) the Shareholders, the Board and its Committees and the Executive Management. By integrating these Stakeholders with the workforce and strategic business planning and with the necessary financial and human resources in place, the Company benchmarks its Corporate Governance practices with the best in the World as well as to achieve its objectives in an ethical and transparent manner.

The Report on Corporate Governance for the financial year ended March 31, 2024 along with the Secretarial Auditor’s Certificate on compliance with the provisions of corporate governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations, 2015’) forms part of the Annual Report.

Business Integrity and Ethics

Integrity is one of the fundamental values of your Company Over the last two decades, Tejas has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business.

The Company’s core values are: Integrity, Responsibility, Excellence, Pioneering and Unity The Tata Code of Conduct serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees’ freedom of association, and avoidance of conflicts of interest.

Every employee of the Company is required to sign the Tata Code of Conduct at the time of joining. Web-based annual refresher courses are mandated to ensure continued awareness of the Code. Further, frequent communications from the leadership, reiterate the importance of the Company values and the Tata Code of Conduct. Customers are made aware of the Tata Code of Conduct principles in contract discussions, and through inclusion of specific clauses in proposals and contracts.

Employees also undergo Web-based mandatory training every year on Anti-bribery and Ethical behaviour. They can raise ethics concerns which are investigated and tracked to closure by the HR department. Employees and other Stakeholders can also report any non-compliance to the Tata Code of Conduct or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules.

Internal Control Systems

The Company’s philosophy towards internal controls is based on the principle of healthy growth and proactive approach. Aligned with this philosophy, the Company has deployed a robust framework of internal controls for ensuring the orderly and efficient conduct of its business, including adherence to 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 ensures adherence to regulatory and statutory compliances that safeguard investor interest by ensuring the highest level of governance and have been assessed taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls of the Company Over Financial Reporting issued by The Institute of Chartered Accountants of India.

The Company has laid down Standard Operating Procedures and policies to guide the operations of each of its functions. The accounting and audit are driven centrally through the central financial reporting team which is responsible for the accuracy of books of accounts, preparation of financial statements and reporting the same as per the Company’s accounting policies. regulatory and legal requirements, accounting standards, and other pronouncements are evaluated regularly to assess applicability and impact on financial reporting. To make the controls more robust and comprehensive, internal standardization and rationalization project were undertaken which has ensured comprehensive coverage cutting across all functions of the company The Statutory and Internal Auditors have also carried out adequate due diligence of the control environment of the Company through rigorous testing.

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down by the Company and that such controls are adequate and operating effectively. The Internal Control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

To maintain its objectivity and independence, the Independent Internal Auditors report to the Chairman of the Audit Committee. The Independent Internal Auditors develops an annual audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. The significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee at its meetings reviews the reports submitted by the Internal Auditor and has independent sessions with the Statutory Auditor and the

Management to discuss the adequacy and effectiveness of internal financial controls. The Internal Auditors further submitted to the Audit Committee a Report on Design and Operating Effectiveness of Internal Financial Controls for the year ended March 31, 2024 stating the objectives, conduct of the procedures and approach to process mapping and test of operating effectiveness.

The CEO and CFO Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies to the Audit Committee and rectify the same. The Company’s Code of Conduct requires adherence to the applicable laws and Company’s policies and also covers matters such as financial integrity, avoiding conflicts of interest, workplace behaviour, dealings with external parties and responsibilities to the community.

Risk Management

Risk management is embedded in Tejas operating framework and believes that risk resilience is the key to achieve long term sustainable growth. The Company has constituted a Risk Management Committee of the Board as required under the Listing Regulations and also has in place a Risk Management Policy approved by the Board which focuses on to the determination of Company’s risk appetite, risk tolerance, regular risk assessments and risk mitigation strategies. To this effect, there is a robust framework in place to identify key risks across the group and prioritize relevant action plans to mitigate these risks. The Company has a well-defined risk management framework in place and the risk management framework works at various levels across the enterprise and these levels form the strategic defence cover of the Company’s risk management. The Company's robust organizational structure for reporting on risks and proactively identifies, assesses, treats, monitors and reports risks as well as to create a risk-aware culture within the organization. It also cover areas exposed to risk and provides a structured process for management of risks while considering the risks that impact midterm to long-term objective of the business, including those reputational in nature.

The Company has duly approved Enterprise-wide Risk Management Framework. The objective of this framework is to have a well-defined approach towards risk and lays down broad guidelines for timely identification, assessment and prioritization of risks affecting the Company in the short term and in the foreseeable future. The framework suggests developing a response action for the key risks identified, so as to make sure that the risks are adequately addressed or mitigated.

The Chief Operating Officer who is also the Chief Risk Officer is the custodian of the framework and oversight of the framework provided by Risk Management Committee of Directors and is responsible for assisting the Risk Management Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

The detailed report on Risk Management is disclosed separately in this Annual Report. The Risk Management Charter and Policy is available on the Company’s website at www.tejasnetworks.com/ policies-codes.php.

Protection of minority Shareholders’ interests

The Company governance philosophy centers around minority Shareholders’ interests which emphasizes fairness and transparency to all Stakeholders. Further a qualified, diverse and Independent Board ensures that minority Shareholders’ interests are protected.

The Company strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments. The Company provides a variety of channels through which minority Shareholders can interact with the Management or the Board. Shareholders can communicate concerns and grievances and the Stakeholders’ Relationship Committee oversees the redressal of these complaints.

Vigil Mechanism/ Whistle Blower Policy

Tejas always believes in promoting a culture of trust and transparency and the Vigil Mechanism resonates. The Company has adopted a Vigil Mechanism as envisaged in the Act and the Listing Regulations and is implemented through the Company’s Whistle-Blower Policy which forms a part of Code of Conduct. The Whistle Blower Policy outlines the method and process for the Stakeholders to voice genuine concerns about unethical conduct that may be an actual or threatened breach with the Company’s Code of Conduct. The policy aims to ensure that genuine complainants are able to raise their concerns in full confidence, without any fear of retaliation or victimization and also allows for anonymous reporting of complaints. and makes provision for direct access to the Chairman of the Audit Committee. A quarterly report on the whistle-blower complaints, is placed before the Audit Committee for its review.

The details of complaints received / disposed/ pending during the year ended March 31, 2024.

Particulars
No of Complaints of received in the year	Nil
No of Complaints disposed off during the year	Nil
No of cases pending as on March 31, 2024	Nil
The Vigil Mechanism/Whistleblower policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

Compliance Framework

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to the Board periodically The Company's structured and digitized compliance framework are regularly being monitored and updated basis the changing requirements of law. Proactive automated alerts are sent to compliance owners to ensure compliance within stipulated timelines. The Audit Committee and the Board of Directors periodically review the status of the compliances with the applicable laws.

The Company complies with applicable laws, rules and regulations impacting Company’s business through a Compliance Tracking Tool. Each business head updates the compliances as applicable to their functions they are heading in the compliance tool on a periodic basis which are reviewed by the Compliance department of the Company as well as by the Internal Auditors on a periodic basis. The business heads gives the compliance certificate as applicable to their function to the Chief Compliance Officer who based on these confirmations, certifies to the Managing Director and CEO on the status of the compliances. The Managing Director and CEO, then updates the Board of the same on a quarterly basis.

III. Secretarial Governance

Appointment/ Resignation of the Senior Management / Key Managerial Personnel

The appointments and resignation of the Senior Management/ Key Managerial Personnel of the Company for the year ended March 31, 2024 are mentioned under “Directors and Key Managerial Personnel and Senior Management Personnel in this Report.

Related Party Transactions

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The Policy can be accessed on the Company’s website at https:// www.tejasnetworks.com/policies-codes.php.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

The SEBI Listing Regulations states that if any Related Party Transactions exceeds ' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Shareholder’s approval. In this regard, for the year ended March 31, 2024, the Company has taken necessary Shareholder’s approval.

Further, none of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and hence does not form part of this report. The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations is provided as part of the financial statements.

Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the Shareholders on material related party transactions is being placed at the AGM and forms part of the AGM Notice.

Investor Education and Protection Fund (IEPF)

The Companies Act, 2013 read with the IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. The Company has declared its maiden dividend during the year ended March 31, 2019 and hence the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer has not arisen till date. The Company hosted the details of Unclamied dividend as on March 31, 2024 in its website at https://www.tejasnetworks.com/shareholders.php.

Statement of deviation(s) or variation(s)

In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 states that where a listed entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Preferential Issue of Equity Shares and Share Warrants and the purpose for which these proceeds were raised has been achieved and there is no deviation in the use of the amount raised through Preferential Issue of Equity Shares and Share Warrants.

Micro, Small and Medium (MSME) Enterprises

The Company is not categorized as a Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the MSME Act requires all large corporates to register under a portal for facilitating MSME vendors of all large corporates and PSUs.The Company has registered in the platform with Receivables Exchange of India Limited (RXIL) as a “Buyer” for MSMEs to electronically factor/ discount their receivables, on a without recourse basis, at highly competitive and transparent financing terms.

Credit Rating

The Rating Committee of ICRA, after due consideration has reaffirmed the long-term Rating at [ICRA]A+ (pronounced ICRA A plus). The Rating Committee of ICRA, after due consideration has also reaffirmed the short-term rating at [ICRA]A1+ (pronounced ICRA A one plus). Outlook on the long-term Rating is Stable. ICRA has advised that the Company in its publicity material or other document wherever the Company are using the above Ratings, it should be stated as [ICRA]A+(Stable)/[ICRA]A1+.

Demat Suspense Account/Unclaimed shares account

The Company opened a Demat account as Tejas Networks Limited-Unclaimed Share Suspense Account with the ICICI Bank Limited and transferred all unclaimed shares into one physical folio and further dematerialized the said equity shares under a demat account. When any Shareholder claim, the Company will transfer the same to the Shareholders demat account by following the procedure as prescribed under the regulations. These shares primarily belong to the former employees of the Company and their whereabouts are not known though the Company has taken sufficient steps to inform them based on the records available with the Company to claim the same by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares account as on March 31, 2024:

Â	No. of Shareholders	No. of
Particulars		Equity shares
Aggregate Number of Shareholders and the outstanding shares as on April 1, 2023	55	73,785
Less: Number of Shareholders who approached the Company	Nil	Nil
Aggregate number of Shareholders and the outstanding shares as on March 31, 2024	55	73,785

Reconciliation of Share Capital

The Company carried out the Share capital audit by a qualified practicing Company Secretary to reconcile the total admitted equity share capital with the NSDL and CDSL and the total issued and listed equity share capital issued by the Company. The Report is available on the Company’s website at www.tejasnetworks.com/ reconciliation-of-share-capital-audit-report.php.

Annual return

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2024 in the prescribed format is available on the Company’s website at www.tejasnetworks.com/disclosures. p^hp.

Listing and Dematerlisation of equity shares

The equity shares of the Company are listed in the National Stock Exchange of India Limited (scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ) and for the purpose of dematerlisation of shares established a connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE 010J01012 through Link Intime India Private Limited, our Registrar and Share Transfer Agents.

Deposits from Public

The Company has not accepted any deposits from the public during the year under review No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

Register of Members

The Register of Members and Share Transfer Books of the Company will remain closed from June 21, 2024 till June 28, 2024 (both days inclusive), for the purpose of 24^th Annual General Meeting and for the financial year ended March 31, 2024.

12.    Material Changes and Commitments between the end of the Financial Year and Date of the Report

There are no other material changes and commitments affecting financial position between the end of the financial year and date of the report.

13.    Audit and Auditor

a. Statutory Auditor - M/s. Price Waterhouse Chartered Accountants LLP

M/s. Price Waterhouse Chartered Accountants LLP were re-appointed by the Shareholders in their 22^nd Annual General Meeting for second term as the Statutory Auditor of the Company for a period of five consecutive years from the conclusion of 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting of the Company on terms and conditions as mutually agreed upon between M/s. Price Waterhouse Chartered Accountants LLP and the Company M/s. Price Waterhouse Chartered Accountants LLP has furnished a certificate confirming their eligibility and consent for their continuance as the Statutory Auditor of the Company for FY 2025 and also in terms of the Listing Regulations, the Statutory Auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2024 to M/s. Price Waterhouse Chartered Accountants LLP are as follows:

Engagement	Amount
Statutory audit including limited reviews	0.81
Other audit related services	0.27
Total	1.08

b. Internal Auditor - M/s. Singhvi, Dev and Unni Chartered Accountants LLP

The Board based on the recommendations of the Audit Committee, has re-appointed an Independent Auditor M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditor of the Company on such terms and conditions as mutually agreed upon between M/s. Singhi, Dev and Unni, Chartered Accountants LLP and the Company, to carry out the internal audit function for FY 2025.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2024 to M/s. Singhvi, Dev and Unni Chartered Accountants LLP are as follows:

in ' crore
Engagement	Amount
Audit fees	0.30
Other audit related service	0.04
Total	0.34

c. Secretarial Auditor - Dwarakanath C, Practicing Company Secretary

The Board based on the recommendations of the Audit Committee, has re-appointed Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between Dwarakanath C, Practicing Company Secretary and the Company, to conduct Secretarial Audit for FY 2025.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2024 to Dwarakanath C, Practicing Company Secretary are as follows:

Engagement	Amount
Audit fees	0.05
Other audit related services	0.02
Total	0.07

d. Cost Auditor - M/s. GNV & Associates, Cost and Management Accountants

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the re-appointment of M/s. GNV and Associates, Cost and Management Accountants in Practice as the Cost Auditor of the Company on terms and conditions as mutually agreed upon between M/s. GNV and Associates, Cost and Management Accountants and the Company, to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2025. The

Cost Accounts and Records of the Company are duly prepared and maintained as required under Section 148(1) of Act. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for FY 2025 is provided in the Notice of the ensuing Annual General Meeting.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2024 to M/s. GNV & Associates are as follows:

Engagement	Amount
Audit fees	0.02
Other audit related services	0.02
Total	0.04

e.    Auditor’s report

The Statutory Auditor’s and the Secretarial Auditor’s report do not contain any qualifications, reservations, or adverse remarks or disclaimer. The Secretarial audit report is attached to this report as Annexure - 3 and Statutory Auditors report forms part of the Consolidated and Standalone financial statements.

f.    Key Audit Matters

M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditor of the Company rendered an opinion regarding the fair presentation in the financial statements of the company’s financial condition and operating results. Their audits are conducted in accordance with GAAP and include a review of the internal controls, to the extent necessary, to determine the audit procedures required to support their opinion. The Statutory Auditor of the Company have issued an Audit Report with unmodified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended March 31, 2024.

The Key Audit Matters are those matters which in the opinion of the Statutory Auditor of the Company were of most significance in the Audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2024 and these matters were addressed in the context of the audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2024 as a whole. The Key Audit Matter forms part of the Audit report of Standalone / Consolidated IND AS financial statements.

14.    Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (‘SEBI’), in May 2021 introduced new sustainability related reporting requirements to be reported in the specific format which is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to Business Responsibility and Sustainability Reporting from FY 2022-23 onwards.

In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is also available on the Company’s website at www.tejasnetworks.com/disclosures.php.

15.    Cyber Security

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a multidimensional approach to

cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security which consistently practices effective cyber security policies, processes and procedures including spear-phishing campaigns and cyber data breach table-top exercises.

Tejas cybersecurity and risk management policies and standards, aligned to leading industry standards and regulatory requirements, provide the foundation of our cybersecurity program and centered on protecting the confidentiality, integrity and continuously improving the security of the systems. The Company also engaged an Independent Cyber Security agency for Cyber Security Posture Assessment and the assessment report shared with the Board and Risk Committee.

Further, the Company:

•    Created an organizational culture of cybersecurity which consistently promotes and supports all employees practicing effective cybersecurity policies, processes and procedures via a comprehensive cybersecurity awareness, education, and training program including spear-phishing campaigns and cyber data breach table-top exercises.

•    Implemented advanced cyber diagnostic assessments, on a regular basis, including email cyber-attack assessments, network and endpoint cyber-attack assessments, vulnerability scanning assessments, penetration testing and spear-phishing campaign.

•    Established a rapid cyber-attack incident response plan and periodically tested an enterprise-wide well-coordinated information system incident response plan to quickly identify, contain, eradicate, and recover from cyber-attacks.

•    Continuously monitoring, detection and response which monitored, detected, and responded to all cyber incidents including email systems, network, software applications and all information system endpoints, using advanced Security Information Event Management (SIEM) software, data visualization tools and automation.

•    Ensured information system resilience and implemented and periodically tested Business Continuity Plan and Disaster Recovery Plan.

The cyber security governance encompasses management oversight at various levels with the ultimate responsibility assumed by the Board of Directors. The governance structure of information/cyber security risk is helmed by the Risk Committee and Audit Committee, all being Board-level Committees and chaired by Independent Directors. At the executive management level, there is a specialized Committee to review key areas of IT and cyber risk.

16. Data Protection and Privacy

Protecting personal and financial information, and handling it responsibly, are of utmost importance to the Company Considering the wide range of services Tejas offers, it is important to provide a safe and secure experience while using the services. Tejas always strives to assure users that their personal information is protected. To this end, data privacy, data protection, and information security form an intrinsic part of Tejas’s service design across the entire lifecycle.

Tejas’s privacy and security programme focuses on three key aspects of embedding security in design, effective governance and enabling organization-wide security awareness. Tejas tries to minimize the chances of security incidents by defining and implementing a highly effective governance structure. It has implemented a holistic information security management programme to protect its business, customers, infrastructure, services, and internal users from security threats. The Company has policies (including Data Privacy Policy), standards, and processes in place.

Tejas has a formal privacy incident management process in place to respond to any suspected or actual incident involving unauthorized access to or disclosure of personal information, its availability, or an impact to its integrity Tejas also conducts security risk assessments to evaluate and identify security flaws in services, products, and technology. It has implemented security monitoring infrastructure and effective incident detection and management processes. Suspected events are analyzed and verified for its impact on assets and organization. The incident movement processes define the criticality level for every incident and are managed in line with documented processes.

17. Corporate Social Responsibility

The objective of the Company’s Corporate Social Responsibility initiatives is to improve the quality of life of communities through long-term value creation for all Stakeholders. The Company’s Corporate Social Responsibility policy provides guidelines to conduct Corporate Social Responsibility activities of the Company. The Company addresses the societal challenges through societal development programmes and remains focused on improving the quality of life and implements its Corporate Social Responsibility programmes either individually or in association with eligible implementing agencies registered with the Ministry of Corporate Affairs which works in close collaboration with public systems and partners. Through its Corporate Social Responsibility, the Company envisions an enlightened, equitable society in which every individual realizes their potential with dignity through creating transformative, efficient and lasting solutions to their development challenges and is committed to act in the best interests of its Stakeholders and with a sense of purpose by its involvement in socio-economic development which always been integral to the Company strategic objectives. The Company’s Corporate Social Responsibility and sustainability initiatives and practices covers various activities in the field of education, healthcare and communities, ecology and environment, etc.

In pursuance of the CSR Policy and in line with the requirement of the Companies Act, 2013, every company has to spend 2% of the average net profits of the Company for the preceding three years towards the CSR activities as stated in the Companies Act, 2013. In view of the average net loss before tax for the last 3 years based on the computation as per Section 135 of the Companies Act, 2013, is ' 11.48 crore there is no requirement to comply with the CSR regulations for the year under review. The CSR policy is available

on the Company’s website at www.tejasnetworks.com/policies-codes.php. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure - 4.

18.    Green Initiatives

Electronic copies of the Annual report for the year 2024 and the Notice of the 24^th Annual General Meeting are sent only to Shareholders whose email addresses are registered with the Company/ depository participant(s). To support the “Green Initiative”, Shareholders who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

19.    Cautionary Note

Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company

20.    Acknowledgement

The Board places on record its thanks to its customers, vendors, investors, bankers, financial institution, employees and all other Stakeholders for their continued support during the year. The Board places on record our appreciation of the contribution made by the employees at all levels as the Company consistent growth was made possible only by their hard work, solidarity, cooperation and support.

The Board also places on record its thanks to the Government of various countries where we operate. Tejas thanks the Government of India particularly the Ministry of Labour and employment, the Ministry of Communications, the Ministry of Electronics and Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India (SEBI), the various departments under the state government and union territories and other government agencies for their support and look forward to their continued support in the future.

Sd/-    Sd/-

N Ganapathy Subramaniam    Anand Athreya

^Bengaluru    Chairman    Managing Director and CEO

Ap^{ril 22},    ²⁰²⁴    (DIN:07006215)    (DIN: 10118880)

---

Mar 31, 2023

The Board of Directors (the “Board”) hereby submits the report of the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Company Overview

The Company was incorporated on April 24, 2000 and made an initial public offer of 3,02,21,332 equity shares of '' 10/- each for a cash price of '' 257/- per share including a premium of '' 247/- per share aggregating to '' 776.69 crore, comprising of a fresh issue of 1,75,09,727 equity shares aggregating to '' 450 crore and an offer for sale of 1,27,11,605 equity by the selling shareholders aggregating to '' 326.69 crore. The Company listed its equity shares at BSE Limited and National Stock Exchange of India Limited on June 27, 2017.

During the year FY 2022, the Company entered into a strategic partnership with Panatone Finvest Limited, pursuant to this, Panatone Finvest Limited is the sole promoter of the Company and Akashastha Technologies Limited and Tata Sons Private Limited as Members of the Promoter Group of the Company Tejas Networks is a part of the Tata Group, with Panatone Finvest Ltd. (a subsidiary of Tata Sons Pvt. Ltd.) being the majority shareholder.

During the year FY 2023, the Company acquired 64.4% stake in Saankhya Labs Private Limited and its subsidiaries. As a result of acquisition of controlling interest by the Company in Saankhya Labs Private Limited and by Saankhya Labs Private Limited in Saankhya Strategic Electronics Private Limited with effect from July 1, 2022 and July 8, 2022 respectively, the consolidated numbers for the year ended March 31, 2023 includes the contribution from those entities and thus are not comparable with previous year.

2. Financial Performance

a. Results of our operations and state of affairs				in '' crore
	Standalone		Consolidated
Particulars	FY 2023	FY 2022	FY 2023	FY 2022
Revenue from operations	869.08	549.14	919.57	550.59
Other Income	79.14	43.25	81.01	43.30
Total income	948.22	592.39	1,000.58	593.89
Expenses
Cost of materials consumed	529.92	290.74	533.87	290.74
Purchases of stock in trade	31.82	23.69	31.82	23.69
Changes in inventories of stock in trade/work in	(1.84)	(3.65)	(4.99)	(3.65)
progress
Employee benefit expense	172.16	124.51	232.65	134.43
Finance costs	5.20	3.03	15.20	3.19

Depreciation and amortization expense		105.13	76.78	122.50	76.78
Allowance for expected credit loss		(33.32)	87.91	(32.97)	87.76
Other expenses		127.86	107.53	145.15	98.08
Total expenses		936.93	710.54	1,043.23	711.02
Profit/(Loss) before tax		11.29	(118.15)	(42.65) (117.13)
Income tax expense
Current tax		-	0.19	(0.32)	0.19
Deferred tax expense/ (benefit)		8.25	(54.61)	(5.92)	(54.61)
Total tax expense		8.25	(54.42)	(6.24)	(54.42)
Profit/(Loss) after tax		3.04	(63.73)	(36.41)	(62.71)
Other comprehensive income/(Loss)
Items that will not be reclassified to profit or loss		(2.92)	(2.08)	(3.15)	(2.08)
Items that will be				0.73	0.89
reclassified to profit or loss
Total comprehensive income/(loss) for the year		0.12	(65.81)	(38.83)	(63.90)
Retained earnings- opening balance		(13.75)	52.06	(12.51)	52.28
Less: Items that will be				0.73	0.89
reclassified to profit or loss
Retained earnings- closing balance		(13.63)	(13.75)	(52.07)	(12.51)
Earnings/(Loss) per equity share
Basic		0.20	(6.07)	(2.46)	(5.97)
Diluted		0.19	(6.07)	(2.46)	(5.97)
b. Financial Position
				in '' crore
	L	Standalone		Consolidated
Particulars	FY 2023 FY 2022 I			W 2023	FY 2022
Bank balances and deposits with maturity up to three months		78.98	45.50	85.39	47.56
Bank balances other than above
Current(1)	652.06		299.68	656.42	299.68

Deposits with remaining maturity of more than twelve months	-	0.22	-	0.22
Deposits with original maturity of more than twelve months but remaining maturity of less than twelve months	-	1.15	2.31	1.15
Investment in mutual funds	262.24	401.78	262.24	401.78
Deposits with financial institutions disclosed under other current financial assets	300.00	351.79	300.00	351.79
Cash and cash
equivalents including margin money	1,293.28	1,100.12	1,306.36	1,102.18
Net current assets®	931.56	468.42	934.59	480.34
Property, plant and equipment	78.28	40.09	85.05	40.09
Right-of-use assets	42.89	14.56	44.29	14.56
Intangible assets(3a)	97.85	83.20	305.67	83.20
Intangible assets under development	136.41	39.61	153.58	39.61
Goodwill(3b)	-	-	211.81	-
Other non-current assets®	472.89	193.54	134.31	182.71
Total assets®	3,053.16	1,939.54	3,175.66	1,942.69
Non-current provisions	2.03	0.49	2.12	0.49
Other non-current financial liability	-	-	156.68	-
Lease Liabilities	43.86	11.95	43.90	11.95
Total equity	3,007.27	1,927.10	2,972.96	1,930.25
Total equity and noncurrent liabilities	3,053.16	1,939.54	3,175.66	1,942.69

⁽¹⁾ Deposits with original maturity of more than three months but less than twelve months, balances with banks in unpaid dividend account & balances held as margin money or security against fund and non-fund based banking arrangements.

⁽²⁾ Current assets net of current liabilities as disclosed in balance sheet excluding cash and cash equivalents.

⁽³⁾ Consol FY2023 includes the below balances recognised, pursuant to acquisition of controlling interest in Saankhya Labs Private Limited, as part of Purchase Price Allocation (PPA)

a) Technical Know How '' 220.47 crore

b) Goodwill '' 2H.81 crore

⁽⁴⁾ Excluding bank balances considered as cash and cash equivalents.

⁽⁵⁾ Net of current liabilities.

c. Consolidated Performance

The net revenues from operations on a consolidated basis grew by 67.0% to '' 919.57 crore, which include '' 49.48 crore of revenue from Saankhya Labs and its subsidiaries, acquired wef July 1, 2022, in FY 2023. Domestic and export revenues constituted 76% and 24% of our total revenues respectively. The gross profit on a consolidated basis amounted to '' 239.42 crore (26.0% of net revenue) for FY 2023 as against '' 174.00 crore (31.6% of net revenue) in the previous year. The gross and net Research and development costs were 28.1% and 8.9% of our net revenue for FY 2023 as compared to 23.8% and 9.4% for FY 2022. Selling and marketing costs were 11.0% (previous year 14.7%) of our net

The General and administrative expenses were 7.9% (previous year 6.2%) of our net revenue for FY 2023. Allowance for expected credit loss reversal of 3.6% (previous year charge of 15.9%) of our net revenue for FY 2023. The operating loss after depreciation and amortization amounted to '' 105.57 crore (-11.5% of net revenue) as against '' 157.24 crore (-28.6% of net revenue) in the previous year. The loss before tax was '' 42.65 crore (-4.6% of net revenue) as against '' 117.13 crore (-21.3% of net revenue) in the previous year. The net loss was '' 36.41 crore (-4.0% of net revenue) as against '' 62.71 crore (-11.4% of net revenue) in the previous year. As a result of acquisition of controlling interest by the Company in Saankhya and by Saankhya Labs in SSE with effect from July 1, 2022 and July 8, 2022 respectively, the consolidated numbers for the year ended March 31, 2023 includes the contribution from those entities i.e. revenue of '' 49.48 crore, loss before tax of '' 33.25 crore and loss after tax of '' 23.23 crore and thus are not comparable with previous year. The loss before tax for Saankhya was primarily on account of RSU charge of '' 29.27 crore which was part of the acquisition.

d. Standalone Performance

The net revenues from operations on a standalone basis grew by 58.3% to '' 869.08 crore in FY 2023. Domestic and export revenues constituted 80% and 20% of our total revenues respectively. Our gross profit on a standalone basis amounted to '' 227.47 crore (26.2% of net revenue) as against ''172.71 crore (31.5% of net revenue) in the previous year. The gross and net Research and Development (R&D) expenses were 27.4% and 9.0% of our net revenues respectively for FY 2023 as compared to 23.9% and 9.4% respectively for FY 2022. Selling and marketing costs were 10.9% (previous year 14.8%) of our net revenue for FY 2023. The General and administrative expenses were 4.9% (previous year 6.1%) of our net revenue for FY 2023. Allowance for expected credit loss reversal of 3.8% (previous year charge of 16.0%) of our net revenue for FY 2023. The operating loss after depreciation and amortization amounted to ''59.80 crore (-6.9% of net revenue) as against ''158.37 crore (-28.8% of net revenue) in the previous year. The profit before tax was '' 11.29 crore (1.3% of net revenue) as against loss of '' 118.15 crore (-21.5% of net revenue) in the previous year. The net profit was '' 3.04 crore (0.3% of net revenue) as against loss of '' 63.73 crore (-11.6% of net revenue) in the previous year.

e. Earnings Per share

The basic earnings per share grew by 103.3% to '' 0.20 (previous year '' -6.07) at standalone level and by 58.8% to '' -2.46 (previous year '' -5.97) on consolidated basis.

f. Liquidity

The Company is a debt-free Company and maintains sufficient cash to meet the Company’s business requirements and also to cover financial and business risks and to support future growth. The principal sources of liquidity are cash and cash equivalents and the cash flow the Company generates from the business.

The liquid assets of the Company as on March 31, 2023 is '' 1,293.28 crore and '' 1,306.36 crore on a standalone and consolidated basis respectively. The cash and cash equivalents include balance and deposits with banks, investment in mutual funds and deposits with financial institutions. The details of these investments and deposits are disclosed under the ‘current investments, non-current and current financial assets’ section in the standalone and consolidated financial statements in this Annual report.

g. Dividend

The Board of Directors periodically reviews the Company’s ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company. While reviewing the necessity to distribute dividend, the Board of Directors takes into account various factors including current and future earnings and cash flow projections, capital expenditure requirements for current and future projects, contingencies, regulatory, political, economic factors while making a determination to transfer retained earnings to reserves in entirety or partially for a given year and consequently may recommend to distribute dividend upto 25% of the free cash flow of the corresponding financial year, out of retained earnings, after taking into account the relevant provisions of the Companies Act, 2013. The Board of Directors after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy has decided that it would be prudent, not to recommend any Dividend for the year under review.

The Board has adopted a Dividend distribution policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

h. Transfer to Reserves

The Board has decided to retain the entire amount of profits for FY 2023 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

i. Share Capital

(i) Increase in Authorised Capital

The Authorised Share Capital of the Company as on March 31, 2023 is '' 260,00,00,000/- consisting of 26,00,00,000 equity shares of '' 10/- each. During the year under review, the Company increased the authorised share capital from '' 200,00,00,000/- consisting of 20,00,00,000 equity shares of '' 10/- each to '' 260,00,00,000/- consisting of 26,00,00,000 equity shares of '' 10/- each. The necessary amendments were made to the capital clause in the Memorandum of Association of the Company, to enable the increase in the Authorised Share Capital of the Company This was approved by Shareholders in the 22^nd Annual General Meeting held on July 26, 2022.

(ii) Increase in Paid-up Capital

During the year under review, there was an increase in paid-up equity share capital, in view of the Company issuing and allotting equity shares as follows:

• Preferential allotment of 3,68,21,706 equity shares with a face value of '' 10/- per equity share at a premium of '' 248/- per equity share to Panatone Finvest Limited, on April 8, 2022 consequent to the rights of conversion attached to Share Warrants - Series A.

• Preferential allotment of 1,55,03,876 equity shares with a face value of '' 10/- per equity share at a premium of '' 248/- per equity share to Panatone Finvest Limited, on February 6, 2023 consequent to the rights of conversion attached to Share Warrants - Series B.

• Allotment of 14,95,363 equity shares with a face value of '' 10/- per equity share, consequent to exercise of Stock Options/ Restricted Stock Units into equity shares of the Company by the eligible employees of the Company

As a result of the above, the paid-up equity share capital stands at ''168,37,08,530/- comprising of 16,83,70,853 equity shares of ''10/- per share fully paid up, as on March 31, 2023.

j. Particulars of loans, Guarantees and Investments by the Company

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its emergent business requirements.The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee were utilized forms part of the Notes to standalone financial attached to this Annual report.

k. Investor Education and Protection Fund (IEPF)

The IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the Demat Account of the IEPF Authority The Company had declared its maiden dividend during the year ended March 31, 2019 and hence the amount of dividend remaining unclaimed for a period of seven years from the date of transfer has not arisen, till date. The details of the Unclaimed dividend as on March 31, 2023 is available on the Company’s website at www.tejasnetworks.com/shareholders.php. Any shareholder who has a claim on such dividend is requested to contact our Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited [email protected].

l. Management Discussion and Analysis

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under the Listing Regulations is presented in a separate section, forming part of the Annual Report.

m. Subsidiaries, Joint Ventures and Associate Companies

The Company has 5 subsidiaries (including 3 stepdown subsidiaries) as on March 31, 2023:

Saankhya Labs Private Limited	Majority owned subsidiary of Tejas incorporated under the Companies Act, 1956
Saankhya Strategic Electronics Private Limited	Wholly owned subsidiary of Saankhya Labs Private Limited and stepdown subsidiary of Tejas, incorporated under the Companies Act, 2013
Saankhya Inc.	Wholly owned subsidiary of Saankhya Labs Private Limited and stepdown subsidiary of Tejas, incorporated under the laws of United States of
	America
Tejas Communication Pte. Limited	Wholly owned subsidiary of Tejas, incorporated under the Companies Act, Singapore
Tejas Communications (Nigeria) Limited	Wholly owned subsidiary of Tejas Communication Pte. Limited and stepdown subsidiary of Tejas, incorporated under the Companies and Allied Matters Act, 1990, Nigeria

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The Company in accordance with the provisions of the Act prepared Consolidated Financial Statements of the Company and all its subsidiaries which form part of the Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed as Annexure -1 to this Report.

In accordance with the provisions of the Act and the amendments thereto, read with the Listing Regulations the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at https://tejasnetworks.com/ financial-information-subsidiaries.php.

3. Key Developments

a. Investment in Saankhya Labs Private Limited

In accordance with the definitive agreement dated March 30, 2022 entered into between Tejas, Saankhya Labs Private Limited (“Saankhya”) and certain shareholders, Tejas made a secondary purchase of 62,51,496 equity shares on various dates from July 1, 2022 to August 19, 2022 from the existing shareholders of Saankhya in various tranches at a price of '' 454.19 per equity share amounting to consideration of '' 283.94 crore, working out to 64.4% of the equity share capital of Saankhya, on a fully diluted basis. With the said investment, Tejas is a promoter of Saankhya and Saankhya is a majority owned and controlled subsidiary of the Company.

b. Amalgamation of Saankhya Labs Private Limited and Saankhya Strategic Electronics Private Limited with the Company

In accordance with the definitive agreement dated March 30, 2022 entered into between Tejas, Saankhya and certain shareholders, the Board of Directors in their meeting held on September 29, 2022 approved draft scheme of amalgamation of Saankhya and its wholly owned subsidiary Saankhya Strategic Electronics Private Limited (“SSE”) and their respective shareholders with the Company under Sections 230 to 232 of the Companies Act, 2013 providing for:

• The merger of Saankhya and its wholly owned subsidiary SSE with Tejas, and dissolution of Saankhya and its wholly owned subsidiary SSE without winding up.

• The appointed date of the Scheme is July 1, 2022.

• On the scheme of amalgamation becoming effective and in consideration of the amalgamation of Saankhya and its wholly owned subsidiary SSE with the Company, Tejas shall issue and allot for every 100 equity shares of '' 10/- each held in Saankhya, 112 equity shares of '' 10/-each as fully paid-up shares of Tejas to each shareholder of Saankhya, whose name is recorded in the Register of Shareholders as on the effective date.

• Since SSE, is a wholly owned subsidiary of Saankhya, which will amalgamate with Tejas pursuant to this scheme of amalgamation, no consideration will be issued for the amalgamation of SSE with Tejas.

• The said shares so issued and allotted as part of the scheme of amalgamation would be listed on the BSE Limited and the National Stock Exchange of India Limited.

• In an event, the scheme has been rejected by the NCLT, or approval from NCLT for merger is not received within 15 months from the date of its filing with the NCLT or such extended date as may be mutually agreed to by all the parties, the Company shall acquire the balance 35.6% of

the shares of Saankhya by way of a secondary acquisition from its existing Shareholders so that Saankhya becomes a wholly owned subsidiary of the Tejas.

Consequent to the above, the Company intends to proceed with acquiring the balance 35.6% shares through a Scheme of Arrangement under Sections 230 to 232 and other applicable provisions under Companies Act, 2013, subject to the approval of respective bench of National Company Law Tribunal and/ or any other approval(s) as may be required.

c. Preferential allotment of Equity Shares on Private Placement basis on conversion of Share Warrants to Panatone Finvest Limited

During the year ended March 31, 2023, the Company made preferential allotment of 5,23,25,582 equity shares at a face value of '' 10/- per equity share and at a premium of '' 248/- per equity share shares to Panatone Finvest Limited, the promoter of the Company, on exercise of the said Share Warrants (Series - A and Series - B) in accordance with the Share Subscription Agreement dated July 29, 2021, entered between Panatone Finvest Limited and the Company as follows:

Nature	No. of Warrants	No. of Equity shares issued	Date of Allotment
	subscribed
Share Warrant-Series A	3,68,21,706	3,68,21,706	April 8, 2022
Share Warrant-Series B	1,55,03,876	1,55,03,876	February 6, 2023
Total	5,23,25,582	5,23,25,582

In view of the above, Panatone Finvest Limited, the sole promoter of the Company holds 56.37% of the total paid-up capital of the Company as on March 31, 2023.

d. Changes in the Board

The changes that took place in the Board during the year under review and the details thereof are mentioned in this report under the heading - “Directors and Key Managerial Personnel”. Shareholders are requested to refer the same.

4. Business Performance and Initiatives

a. Business Performance

Tejas designs and manufactures high-performance wireline and wireless networking products for telecommunications service providers, internet service providers, utilities, defence and government entities in 75 countries.

The company has a full range of products for building end-to-end telecom networks including wireless access (4G, 5G), fiber broadband (GPON, XGS-PON), optical transmission (DWDM, OTN) and packet switches (Ethernet, IP/MPLS) that can be managed by a universal, multi-technology network management system. With the recent acquisition of Saankhya Labs, the company has enhanced its R&D competencies in adjacent areas such as satellite communications, broadcast and semiconductor chip design. Tejas is a leading technology innovator in India’s telecom sector with 445 patent filings and a rich repository of 330 semiconductor IPs. Over 60% of the Tejas workforce is involved in R&D. Tejas is a part of the Tata Group, with Panatone Finvest Ltd. (a subsidiary of Tata Sons Private Limited.) being the majority shareholder.

b. Quality Initiatives

Quality is an integral element of our culture and has always been given the first and the foremost importance at the Company in terms of both the design as well as manufacturing of our high-performance and cost-competitive networking products. The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. We actively monitor all customer engagements across the globe to minimize risks and ensure continuity of services through daily tracking, digitized multi-level dashboards and differentiated governance of critical engagements. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in sustained high customer satisfaction levels in the periodic surveys conducted by the Company. The Company has established a sophisticated design, development and testing infrastructure inhouse to ensure meticulous monitoring of product quality. The Company has a comprehensive quality management model that places a strong focus on supplier selection, quality inspection of incoming materials, in-process quality audit, product quality audit and reliability testing. The Company is TL9000 and ISO9001 certified for its quality management system with reference to its supply chain, R&D and manufacturing processes. It has also received ISO14001 and ISO27001 certifications for its environmental and information security management systems respectively. Training and Retraining all our employees is the corner stone of improving repeatability in the constant endeavour of continual improvement apart from various quality, environmental and information security initiatives to improve our processes thereby delivery quality products to ensure customer satisfaction.

c. Conservation of Energy, Research and Development, Technology

Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-3 to the Board’s Report.

However, some of the steps taken by the Company along with its Subsidiaries for conservation of energy include:

• The offices have installed LED lights.

• The documents for Board and Committee meetings are transmitted electronically using a secure web-based application, thereby saving paper.

• Selecting and designing offices to facilitate maximum natural light utilisation, video-conferencing facilities across all offices to reduce the need of employee travel and digital learning initiatives for employees.

• Optimal usage of lights, continuous monitoring of the operations of the equipments and elimination of non-recyclable plastic in offices.

d. Business Continuity Management

Tejas and its subsidiaries have well-documented Business Continuity Management Programme which have been designed to ensure continuity of critical processes during any disruption. The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns tested the Business Continuity Plan of the Company and its subsidiaries. Nevertheless, the Company and its subsidiaries continued to operate in line with the procedures outlined in its Business Continuity Plan, which was modified to

take care of the evolving situation. A pandemic plan was developed keeping in view the interest of various stakeholders like employees, customers, partners, distributors, etc. within the overall regulatory requirements and guidelines. As a result, the Company and its subsidiaries were able to continue to operate and serve customers while taking care of the health of their employees.

The Business Continuity Plan enabled the Company and its subsidiaries to resume Business Operations wherever the conditions had normalized. As the COVID-19 pandemic continues to evolve, efforts will be on to support an effective return to work, while ensuring safety of employees, distribution partners and customers. The world seems to be moving beyond the pandemic now and all the offices of the Company and its subsidiaries have resumed normal business operations from their offices located throughout the country. However, there is still an element of uncertainty from different COVID variants emerging globally. The Company will continue to monitor the situation and will act in the best interest of its stakeholders.

5. Human Resource

The Human Resources function had several challenging mandates during the financial year, key among them was hiring aggressively across the organization, the integration of Saankhya Labs into the Tejas ecosystem and bringing back employees to the workplace in a hybrid-model. As an R&D-driven company, hiring and retaining premier technical talent is critical to the company’s long-term success. In FY23, we continued to accelerate hiring across all key functions to support our growth plans. As of March 31st 2023, the company had 1,417 employees on its rolls (including subsidiaries) which is a 54% increase over the last fiscal.

We added 497 of employees during FY 23 (including SL) and our annualized attrition was 17.9%. Over 64.5% of our employees are in R&D with an average industry experience of 8.7 years and nearly 29.4% have advanced degrees in engineering. Our R&D HC increased by 81% during FY 23 (including SL) compared to FY 22. On the hiring front, Tejas partnered with an external agency to scout for junior technical talent across India without any geographical constraints. This external agency has deep relationships with top engineering colleges which was leveraged to hire the best-and-brightest across the length and breadth of the country. This filtered talent was then put through the rigorous “Tejas Academy” bootcamp which was launched last year - to enable them to contribute from day one.

The other key focus of the recruitment team was to focus on leadership hiring and fill key senior positions which are extremely critical for our future growth. Senior executive positions especially across R&D and SCM were filled with personal attention from leadership and HR.

Integration of companies bring forth many cultural and operational challenges. The HR team worked closely with their Saankhya colleagues to make sure that there was harmonization of key HR practices and policies. The leadership teams were brought together in a joint leadership-development session conducted externally, which helped senior leaders to connect informally with each other over two days. During the course of the year, the HR team onboarded a majority of the Saankhya employees to Tejas and this was carried out immaculately, with thoughtful planning and by listening to and addressing the apprehensions of the transitioned employees.

To further sensitize employees on the Tejas code of conduct, our whistle-blower policy, our information security and health/safety

policies, multiple sessions were organized with real-life examples -to reiterate the key messages. This was received very well and the plan is to move to online delivery of these key topics, with mandatory periodic assessments for all.

One of the other key themes this year was the return to office for a majority of employees. To make the workplace engaging and welcoming, Tejas’s employee-driven cultural/sports committee restarted a series of onsite events. These events were an instant hit like an in-house Talent show, cricket tournament and organizing festivities at the workplace. This led to the normalization of return-to-office mindset and made the transition easier for everyone - after almost ~2 years.

The HR team continued to partner with business leaders on key themes of attrition management, succession planning and capability development. We believe that our key employment proposition of quality of work, learning, empowerment, flexibility and market aligned rewards and recognition will be critical for a future-ready, agile and innovative workforce.

a. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is annexed to the Report as Annexure-7. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided as a seperate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection by the Shareholders through electronic mode.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules’), as amended, form part of this report and will be made available to any Member on request.

b. Employee Stock Options (ESOP) / Restricted Stock Units (RSU)

The Company has the following ESOP / RSU Schemes in force which are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

i. Tejas Networks Limited Employees Stock Option Plan - 2014 (“ESOP Plan 2014”);

ii. Tejas Networks Limited Employees Stock Option Plan - 2014-A (“ESOP Plan 2014 - A”);

iii. Tejas Networks Limited Employees Stock Option Plan - 2016 (“ESOP Plan 2016”);

iv. Tejas Restricted Stock Unit Plan 2017 (RSU Plan 2017);

v. Tejas Restricted Stock Unit Plan 2022 (RSU Plan 2022). During the year under review, on the recommendations of the Nomination and Remuneration Committee, the Board granted 27,07,660 Restricted Stock Units to employees under the Tejas Restricted Stock Unit Plan - 2017 and Restricted Stock Unit Plan - 2022. The RSU Plan 2022 was approved by the shareholders in the 22^nd Annual General Meeting held on July 26, 2022.

The details of the ESOP / RSU Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in Annexure-6

which forms part of the Board’s Report. The disclosure as required under the SEBI (SBEB) Regulations is available on the Company’s website at www.tejasnetworks.com/disclosures.php.

The disclosure in the form of a certificate from the Secretarial Auditor on the implementation of the ESOP Schemes will be made on the Company’s website at www.tejasnetworks.com/disclosures.php.

c. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels. The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behaviour. Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement.

The Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Company’s culture. The Company has formulated a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the essence of the policy to all employees at regular intervals through assimilation and awareness programs.

The following are the summary of the complaints received and disposed off during FY 2023:

Particulars	Details
No of Complaints of sexual harrassment receieved in the year	Nil
No of Complaints disposed off during the year Not Applicable
No of cases pending for more than ninety days	Not Applicable

The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is headed by an Independent person. Further, as part of the initiatives, the employees are required to undergo a mandatory e-learning module on ‘Prevention of Sexual Harassment at Workplace’ (POSH) and the new joinees are trained during their induction program. The Stakeholders are provided relevant training by an external agency during quarterly meetings of the IC. The POSH policy is available on the intranet portal for employees to access and refer, when required.

6. Directors and Key Managerial Personnel

a. Appointments/ Re-appointments / Resignations:

During the year under review, the following appointments and re-appointments were made to in the Board of Directors of the Company.

(i) Inductions/ Appointment

• The approval by the Shareholders by way of postal ballot dated April 15, 2022 for appointment of N. Ganapathy Subramaniam (DIN: 07006215) and A S Lakshminarayanan (DIN : 08616830) as Non-executive and Non- Independent

Directors (liable to retire by rotation) and as Nominee Directors of Panatone Finvest Limited with effect from January 19, 2022. Subsequently, the Board appointed N Ganapathy Subramaniam as Non-Executive Chairman of the Board with effect from May 18, 2022.

• The approval by the Shareholders in their 22^nd Annual General Meeting held on July 26, 2022 for appointment of P R Ramesh (DIN: 01915274) and Prof. Bhaskar Ramamurthi (DIN: 01914155) as Non-Executive Independent Directors (not liable to retire by rotation), for a period of 5 years with effect from June 27, 2022 till June 26, 2027.

• The approval by the Shareholders in their 22^nd Annual General Meeting held on July 26, 2022 for re-appointment of Arnob Roy, (DIN: 03176672), Executive Director and Chief Operating Officer as Director liable to retire by rotation.

• The appointment of Alice G Vaidyan (DIN: 07394437), as a Non-Executive, Independent Director of the Company for a period of 5 years from March 29, 2023 till March 28, 2028. The necessary resolution seeking the approval of the Shareholders to appoint her as a Non-Executive Independent Director, not liable to retire by rotation, for a period of Five years with effect from March 29, 2023 till March 28, 2028 forms part of the Notice to the AGM.

The brief particulars and expertise of directors seeking appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(ii) Re-appointment

The Board in its meeting held on April 21, 2023, based on the recommendation of the Nomination and Remuneration Committee, recommended to the Shareholders to consider re-appointment of N. Ganapathy Subramaniam (DIN: 07006215) as Director liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company. The necessary resolution seeking the approval of the Shareholders to re-appoint N. Ganapathy Subramaniam (DIN: 07006215) as a Director, liable to retire by rotation, forms part of the Notice of the Annual General Meeting.

The brief particulars and expertise of Director seeking re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(iii) Resignations

• The resignation of Balakrishnan V (DIN: 02825465), as Non-Executive Chairman and Independent Director of the Company with effect from April 23, 2022.

• The resignation of Dr. Gururaj Deshpande (DIN: 01979383), Non-Executive and Non-Independent Director of the Company with effect from June 28, 2022.

(iv) Retirement from the Board

• Amb. Leela K Ponappa, Independent Director has retired from the Board and Committees of the Board with effect from February 16, 2023 on completion of her second term in the office of the Director as Independent Director of the Company The Board noted the same in its meeting hold on February 6, 2023.

• Sanjay Nayak, Chief Executive Officer and Managing Director has expressed his desire to seek voluntary retirement from the services of the Company to pursue other personal

interests. Sanjay Nayak will step down from his role as CEO and MD with effect from closing of business hours on June 20, 2023 which is effective from closing of the proceedings of 23^rd Annual General Meeting of the Company The same has been accepted by the Board in its meeting held on March 29, 2023.

The Board places on record their sincere appreciation for the invaluable contributions to the Company’s success and the assistance and guidance provided by Balakrishnan V, Dr. Gururaj Deshpande, Amb. Leela K Ponappa and Sanjay Nayak during their tenure as a member of the Board/ Committees of the Company

iv. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The key managerial personnel of the Company are

• Sanjay Nayak, Managing Director and Chief Executive Officer

• Arnob Roy, Executive Director and Chief Operating Officer

• Venkatesh Gadiyar, Chief Financial Officer

• N R Ravikrishnan, General Counsel, Chief Compliance Officer and Company Secretary

b. Policy on Director Appointment and Remuneration

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Director to maintain the independence of the Board, and separate its functions of governance and management. The details of Board and Committee composition, tenure of directors, areas of expertise and other details is available in the Corporate governance report that forms part of this Annual Report. The Nomination and Remuneration Committee engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole, as well as for its individual members with the objective of having a Board with diverse backgrounds and also experience in business, finance, governance, and public service including independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Nomination and Remuneration Committee, basis such evaluation, determines the role and capabilities required for appointment of Director and thereafter, the Nomination and Remuneration Committee recommends to the Board the selection of new Directors. The policy of the Company on Directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company’s website at http://www. tejasnetworks.com/policiescodes.php.

c. Remuneration Policy for the Board and Senior Management

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel and all other employees of the Company As part of the Policy, the Company strives to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to run the Company successfully;

• The relationship between remuneration and performance is clear and meets appropriate performance benchmarks and remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

• The Policy lays down the parameters based on which payment of remuneration (including sitting fees and commission) should be made to Independent Directors and Non-Executive Directors.

• The parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, Key Managerial Personnel(s) and rest of the employees and also the parameters for remuneration payable to Director for services rendered in other capacity.

The remuneration policy for the Board of Directors, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company’s website at www.tejasnetworks.com/ policies-codes.php.

d. Familiarization programmes for Directors

The Non-Executive and Independent Directors as part of familiarization exercise are introduced to the Company’s culture through orientation sessions wherein an overview of Company operations, matters relating to the values and commitments are provided along with an information kit containing documents about the Company such as annual reports, annual presentations, recent press releases, research reports, Code of Business Conduct and Ethics and the memorandum and articles of association etc. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved apart from regular presentations on Company’s business strategies and associated risks, expositions are made on various topics covering the telecom industry. Visits to plant location are organized for the Non-Executive and Independent Directors to enable them to understand and get acquainted with the operations of the Company. The Company organizes a management strategy session with the Board to deliberate on various topics related to strategic alternatives, progress of ongoing strategic initiatives, risks to strategy execution and the need for new strategic programs required to achieve Company objectives.

The detailed familiarization programme for Non-Executive and Independent Directors of the Company are available in the website at https://tejasnetworks.com/policies-codes.php.

e. Directors’ Responsibility Statement pursuant to the provisions contained in Section 134(3) of the Act

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. The Audit Committee meets periodically with the Internal Auditor and the Statutory Auditor to review the manner in

which the Auditor are discharging their responsibilities and to discuss audit, internal control and financial reporting issues. To ensure complete independence, the Statutory Auditor and the Internal Auditor have full and free access to the Members of the Audit Committee to discuss any matters of substance.

Further,

• The accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

• In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures.

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

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

• The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• The financial statements have been audited by M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016, the Company’s Statutory Auditor and have given unmodified opinion on the financial statements for the year ended March 31, 2023.

7. Governance

Governance is the framework that ensures that appropriate business processes and tools are in place for adherence with all the applicable obligations under various regulations across the locations where the Company conducts its business including Board structure, subsidiary performance, Code of Conduct. The Company’s governance structure revolves around values based on transparency, integrity, professionalism and accountability which helps to implement the Company strategy effectively and transparently so as to deliver long-term value for the shareholders, employees, business partners and other stakeholders. Further, the Company ensures that it evolves and follows the governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. The Company considers that it is inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. Tejas aspires to be the benchmark for value creation and corporate citizenship and expects to realize its vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people. The Company’s three-tier governance structure comprising of the Shareholders, the Board, and the Executive Management. It not only ensures greater management accountability and credibility, but also facilitates, increased autonomy to the businesses, performance discipline and development of business leaders.

a. Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non- Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As on March 31, 2023, the Board consists of eight members with two Non-Executive and Non-Independent Directors, two Executive Directors, and four Independent Directors of which one Independent Director of the Board is a woman.

During the year ended March 31, 2023, the Company constituted the following Committees of the Board:

• Independent Directors Committee of the Board - The Committee was constituted for the purpose of making recommendations on the draft scheme of merger between Saankhya Labs Private Limited and its wholly owned subsidiary Saankhya Strategic Electronics Private Limited with the Company and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013.

• Share Allotment Committee of the Board - The Committee was reconstituted for the purpose of issuance and allotment of equity shares on the conversion of the Warrants. The Board of Directors in their meeting held on April 21, 2023 decided to wind-up the Share Allotment Committee as the required formalities were completed for the issuance and allotment of shares.

The details of the constitution of the Board and of the Committees, the terms of reference, number of meetings held etc. are given in the Corporate Governance Report which forms part of this Annual Report.

b. Meeting of the Board/ Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s / Committee’s approval is taken by passing resolutions through circulation or by calling Board / Committee meetings at short notice, as permitted by law.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, seven Board Meetings and four Committee Meetings (six meetings - Nomination and Remuneration Committee and five meetings - Audit Committee) were held during the year under review, and all the Board Meeting and Committee Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the period prescribed by the Act and Listing Regulations. The details of the Board, Committee meetings and also of the 22^nd Annual General Meeting and the attendance of the Directors are given in the Corporate Governance Report which forms part of the Annual Report.

c. Succession planning

The Company believes that sound succession plans for the leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee coordinates with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in

Senior Management. The Company strives to maintain an appropriate balance of skills and experience within the organization in an endeavor to introduce new perspectives while maintaining experience and continuity. By integrating workforce planning with strategic business planning, the Company puts necessary financial and human resources in place so that its objectives can be met. In addition, promoting senior management within the organization fuels the ambitions of the talent force to earn future leadership roles.

d. Board Diversity

The Company recognizes and embraces the importance of a diverse Board for its success and believes that a diverse Board will leverage differences on thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board and is available on the Company’s website at www. tejasnetworks.com/policies-codes.php.

e. Board Evaluation

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning,etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors and the performance of the Board and of the Committees of the Board. The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The details of the process of performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

f. Board Charter / Policies

The Company has Charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and also policies and codes as required which are in line with the requirements of the Act and the Listing Regulations. The details of the charter/ policies/ codes as adopted by the Board are provided in Annexure-8 to the Board report.

g. Business Integrity and Ethics

Integrity is one of the fundamental values of the Company. The Company communicates its Code of Business Principles internally and externally. All Company employees are required to undertake mandatory annual training of the Code and which extends through the entire value chain including the employees, contractors and third parties. The Company also requires its third-party business partners to adhere to business principles consistent with its own. These expectations are set out in our Code of Conduct for Vendors/ Suppliers which is available on the Company’s website at www. tejasnetworks.com/policies-codes.php.

The Company has adopted a Code of Business Conduct and Ethics which applies to all Director, Employees, Subsidiaries and Affiliates. The Managing Director and CEO has confirmed to the Board that the Company has adopted a Code of Conduct for its employees including the Managing Director, its Non-Executive Director and Independent Directors for the year ended March 31, 2023 and has received a declaration of compliance with the Code of Conduct as applicable to them. The Annual declaration affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the year ended March 31, 2023 forms part of the Corporate Governance Report.

h. Risk Management

Risk Management is at the core of the business and ensuring that the Company has the right risk-return trade-off in line with the risk appetite which is the essence of the Company’s Risk Management practices, while looking to optimize the returns that go with that risk. The Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise and these levels form the strategic defence cover of the Company’s risk management. The Company has a robust organizational structure for managing and reporting on risks and proactively identifies, assesses, treats, monitors and reports risks as well as to create a risk-aware culture within the organisation and covers areas exposed to risk and also provides a structured process for management of risks and considers the risks that impact mid-term to long-term objective of the business, including those that are reputational in nature.

The Company has constituted a Risk Management Committee of the Board as required under Listing Regulations to frame, implement and monitor the Risk Management Plan of the Company and also has in place a Risk Management Policy approved by the Board. The Risk Management Policy provides oversight and sets the tone for implementing the Enterprise Risk Framework across the organization. The Risk Management Committee reviews the status of key risks, progress of Enterprise Risk Framework implementation across locations and any exceptions as flagged to it, on quarterly basis. Further, the Risk Management Committee is authorized to monitor and review risk management plan and empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. The Chief Operating Officer who is also a Chief Risk Officer is the custodian of the framework and oversight of the framework provided by Risk Management Committee of Directors. The Risk Management Committee reviews and monitors the key risks and their mitigation measures periodically and provides an update to the Board on Company’s risks outlined in the risk registers. The Audit Committee has additional oversight in the area of financial risks and controls.

The detailed report on Risk Management is disclosed separately in this Annual Report. The Risk Management Charter and Policy is available on the Company’s website at www.tejasnetworks.com/ policies-codes.php.

i. Internal Financial controls

The Company has an Internal Financial Controls framework which commensurate with the size, scale, and complexity of the Company’s operations. The Internal Financial Controls of the company have been assessed taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls of the Company Over Financial Reporting issued by The Institute of Chartered Accountants of India.

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down by the Company and that such controls are adequate and operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Company’s internal financial control framework commensurate with the size and operations of the business and is in line with requirements of the Companies Act, 2013. The Company has laid down Standard Operating Procedures and Policies to guide the operations of each of its functions. Business heads are responsible for ensuring compliance with these policies and procedures. To make the controls more robust and comprehensive, Internal Financial Control standardization and rationalization project was undertaken. This has ensured comprehensive coverage, cutting across all functions of the company. In order to reduce manual time and efforts involved in control testing, improve confidence in testing results, increase the frequency of testing and resort to full checking of the data as compared to sample testing, automation of controls was also undertaken in FY 2022- 23. The Management, Statutory Auditor and Internal Auditor have also carried out adequate due diligence of the control environment of the Company through rigorous testing.

The scope and authority of the Internal Audit function is defined in the Audit Charter. To maintain its objectivity and independence, the Independent Internal Auditor reports to the Chairman of the Audit Committee. The Independent Internal Auditor develops an Annual Audit Plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. The significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee, at its meetings, reviews the reports submitted by the Internal Auditor. Also, the Audit Committee at frequent intervals has independent sessions with the Statutory Auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.

j. Protection of Minority Shareholders’ Interests

The Company governance philosophy centers around protection of minority shareholders’ interests which emphasizes fairness and transparency to all stakeholders. Further a qualified, diverse and independent Board ensures that minority shareholders’ interests are protected. The Company strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments. The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances through a well-publicized channel, where

complaints are tracked to closure. The Stakeholders’ Relationship Committee oversees the redressal of these complaints.

k. Vigil Mechanism/ Whistle Blower Policy

Tejas believes in promoting a culture of trust and transparency and the vigil mechanism resonates with the same values. The Company has a vigil mechanism established in accordance with the Act and Listing Regulations which provides a formal channel for all its Directors, employees, business associates including customers to approach the Chairman of the Audit Committee to make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Vigil Mechanism Policies viz. the Whistleblower Policy, the Company Code of Conduct and Supplier Code of Conduct aims to provide the appropriate platform and protection for Whistle Blowers to report instances of any actual or suspected incidents of unethical practices including violation of applicable laws and regulations. The Vigil Mechanism/Whistleblower Policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

l. Compliance Framework

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to Senior Management and the Board periodically. The Audit Committee and the Board of Directors periodically reviews the status of the compliances with the applicable laws. The Company complies with applicable laws, rules and regulations impacting Company’s business through a Compliance Tracking Tool. Each business head updates the compliances as applicable to their functions they are heading in the compliance tool basis which are reviewed by the Compliance department of the Company as well as by the Internal Auditor on a periodic basis. The Business Heads gives the compliance certificate as applicable to their function to the Chief Compliance Officer who based on these confirmations, certifies to the Managing Director and CEO on the status of the compliances. The Managing Director and CEO, then updates the Board of the same on a quarterly basis.

m. Related Party Transaction

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be accessed on the Company’s website at https://tejasnetworks.com/policies-codes.php.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis. Further, the Company has taken prior approval for all the material related party transaction with an aggregate value exceeding '' 1000 crore or 10% of the annual consolidated turnover of the Company, as per the latest audited balance sheet, whichever is lower.

The transactions with the related parties as per requirements of Indian Accounting Standard 24 are disclosed in Note 29.9 to the financial statements in the Annual Report. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is attached as Annexure-2 to the Board’s Report. The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which

hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

n. Micro, Small and Medium (MSME) Enterprises

The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the MSME Act requires to register under a portal for facilitating MSME vendors. The Company has registered in the platform with Receivables Exchange of India Limited (RXIL) as a “Buyer” for MSMEs to electronically factor / discount their receivables, on a without recourse basis, at highly competitive & transparent financing terms.

o. Credit Rating

The Rating Committee of ICRA, after due consideration has reaffirmed the long-term Rating at [ICRA]A (pronounced ICRA A plus) (“Rating”). The Rating Committee of ICRA, after due consideration has also reaffirmed the short-term rating at [ICRA] A1 (pronounced ICRA A one plus). Outlook on the long-term Rating is Stable. ICRA has advised that the Company in its publicity material or other document wherever the Company are using the above Ratings, it should be stated as [ICRA]A (Stable)/[ICRA]A1 .

p. Utilisation of Funds

Regulation 32 of the Listing Regulations states that where a listed entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

During the year ended March 31, 2023, the Company has raised '' 1,012.50 crore through preferential issue of equity shares. (Refer note 12 (b) of Standalone financials).

The details of funds raised and utlization are as below:

in '' crore
Particulars	in '' crore 1
Proceeds from private placement (FY 2022)	837.50
Funds Utilized during year ended March 2022	261.17
Unutilized as on March 31, 2022 (A)	576.33
Proceeds from private placement (FY 2023) (B)	1,012.50
Funds Utilized during year ended March 2023 (C)*	1,530.38
Unutilized as on March 31, 2023 (A B-C)	58.45

*Includes '' 283.94 crore towards investment in Saankhya Labs Private Limited.

q. Book Closure

For the purpose of 23^rd Annual General Meeting and for the financial year ended March 31, 2023, the Register of Shareholders and Share Transfer Books of the Company will remain closed from June 13, 2023 to June 20, 2023 (both days inclusive).

r. Demat Suspense Account/Unclaimed Shares Account

The Company opened a Demat account as Tejas Networks Limited - Unclaimed Share Suspense Account with the ICICI Bank Limited and transferred all unclaimed shares into one physical folio and further dematerialized the said equity shares under a demat account. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed

under the regulations. These shares primarily belong to the former employees of the Company and their whereabouts are not known. The Company has taken sufficient steps to inform them based on the records available with the Company to claim the same by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2023.

Particulars	No. of	No. of
	Shareholders	Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2022	56	74,435
Less: Number of Shareholders
who approached the Company for transfer of shares from suspense	1	600
account
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2023	55	73,835

s. Reconciliation of Share Capital

The Share capital audit was carried out by a Practising Company Secretary to reconcile the total equity share capital with NSDL and CDSL and the total issued and listed equity share capital issued by the Company for the year ended March 31, 2023. The Report is available on the Company’s website at wwwtejasnetworks.com/ reconciliation-of-share-capital-audit-report.php.

t. Annual Return

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2023 in the prescribed format is available on the Company’s website at wwwtejasnetworks.com/disclosures.php.

u. Deposits from Public

The Company has not accepted any deposits from the public during the year under review No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023.

v. Listing and Dematerlisation of Equity Shares

The equity shares of the Company are listed in National Stock Exchange of India Limited (scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ). For the purpose of dematerialisation of shares the company established a connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE 010J01012 through Link Intime India Private Limited, our Registrar and Share Transfer Agents.

8. Material Changes and Commitments between the end of the Financial Year and Date of the Report

i. Appointment of Mr. Anand S Athreya (DIN: 10118880) as Additional Director, Executive Director (Managing Director and CEO designate) from April 21, 2023 to June 20, 2023 and as Managing Director and CEO from June 21, 2023 to April 20, 2028

subject to the approval of the Shareholders and Central Government. ii. Amendment to the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions. Other than the above, there are no other material changes and commitments affecting financial position between the end of the financial year and date of the report.

9. Audit and Auditor

a. Statutory Auditor - M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016)

M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016) were re-appointed by the Shareholders in their 22^nd Annual General Meeting for second term as the Statutory Auditor of the Company for a period of five consecutive years from the conclusion of 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting of the Company on terms and conditions as mutually agreed upon between M/s. Price Waterhouse Chartered Accountants LLP and the Company M/s. Price Waterhouse Chartered Accountants LLP has furnished a certificate confirming their eligibility and consent for their continuance as the Statutory Auditor of the Company for FY 2024 and also in terms of the Listing Regulations, the Statutory Auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2023 to M/s. Price Waterhouse Chartered Accountants LLP as the Statutory Auditor of the Company are as follows:

in '' crore
Engagement	Amount
Statutory audit including limited reviews	0.59
Other audit related services	0.26
Total	0.85

Note: The above fees exclude GST and out of pocket expenses.

b. Internal Auditor

The Board based on the recommendations of the Audit Committee, has re-appointed an Independent Auditor M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditor of the Company on such terms and conditions as mutually agreed upon between M/s. Singhi, Dev and Unni, Chartered Accountants LLP and the Company, to carry out the internal audit function for FY 2024. The remuneration in the form of fees (excluding GST) for the year ended March 31, 2023 to M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditor of the Company are as follows:

in '' crore
Engagement	Amount
Audit fees 0.25
Other audit related service	0.00
Total 0.25
Note: The above fees exclude GST and out of pocket expenses.

d. Cost Auditor - M/s. GNV & Associates, Cost and Management Accountants (FRN - 000150)

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the re-appointment of M/s. GNV and Associates, Cost and Management Accountants in Practice as the Cost Auditor of the Company on terms and conditions as mutually agreed upon between M/s. GNV and Associates, Cost and Management Accountants and the Company, to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2024. The Cost Accounts and Records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

A resolution seeking approval of the shareholders for ratifying the remuneration payable to the Cost Auditor for FY 2024 is provided in the Notice of the ensuing Annual General Meeting.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2023 to M/s. GNV & Associates are as follows:

e. Key Audit Matters

M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditor of the Company rendered an opinion regarding the fair presentation in the financial statements of the company’s financial condition and operating results. Their audits are conducted in accordance with GAAP and include a review of the internal controls, to the extent necessary, to determine the audit procedures required to support their opinion. The Statutory Auditor of the Company has issued an Audit Report with unmodified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended March 31, 2023.

The Key Audit Matters are those matters which in the opinion of the Statutory Auditor of the Company were of most significance in the Audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2023 and these matters

c. Secretarial Auditor - Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and Certificate of Practice No. 4847)

The Board based on the recommendations of the Audit Committee, has re-appointed Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between Dwarakanath C, Practicing Company Secretary and the Company, to conduct Secretarial Audit for FY 2024. The remuneration in the form of fees (excluding GST) for the year ended March 31, 2023 to Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company are as follows:

in '' crore
Engagement	Amount
Audit fees	0.03
Other audit related services	0.03
Total	0.06
Note: The above fees exclude GST and out of pocket expenses.

in '' crore
Engagement	Amount
Audit fees	0.02
Other audit related services	0.01
Total	0.03
Note: The above fees exclude GST and out of pocket expenses.

were addressed in the context of the audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2023 as a whole. The Key Audit Matter forms part of the Audit report of Standalone / Consolidated IND AS financial statements.

10. Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (‘SEBI’), in May 2021 introduced new sustainability related reporting requirements to be reported in the specific format which is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to Business Responsibility and Sustainability Reporting from FY 2022-23 onwards.

In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is also available on the Company’s website at www.tejasnetworks.com/disclosures.php.

11. Cyber Security

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a multidimensional approach to cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security which consistently practices effective cyber security policies, processes and procedures including spear-phishing campaigns and cyber data breach table-top exercises.

Tejas cyber security and risk management policies and standards, are aligned to leading industry standards and regulatory requirements, provide the foundation of the cyber security program and centre around protecting the confidentiality, integrity and availability of the firm’s infrastructure, resources, and information. Further, the Company ensured information system resilience and implemented and periodically tested an enterprise-wide Business Continuity Plan and Disaster Recovery Plan.

The Company is ISO27001 standard certified and our security controls are in line with this. In addition, Tejas has security tools at Gateway level and end point level, including DLP and EDR solutions as defence against cyber threats.

The cyber security governance encompasses management oversight at various levels with the ultimate responsibility assumed by the Board of Directors. The governance structure of information/cyber security risk is helmed by the Risk Committee and Audit Committee, all being Board-level Committees and chaired by Independent Directors. At the executive management level, there is a specialised Committee to review key areas of IT and cyber risk. Tejas devotes significant resources to protecting and continuously improving the security of the systems. The Company cybersecurity and risk management policies are centred on protecting the confidentiality, integrity and availability of the firm’s infrastructure, resources, and information. The Company undertakes multiple assessments of the efficacy of its security controls by internal as well as external auditor. The Company also engaged an Independent Cyber Security agency for Cyber Security Posture Assessment and the assessment report shared with the Board and Risk Committee.

12. Data Protection and Privacy

Protecting personal and financial information, and handling it responsibly, are of utmost importance to the Company. Considering the wide range of services Tejas offers, it is important to provide a safe and secure experience while using the services. Tejas always strives to assure users that their personal information is protected. To this end, data privacy, data protection, and information security form an intrinsic part of Tejas’s service design across the entire lifecycle.

Tejas’s privacy and security programme focuses on three key aspects of embedding security in design, effective governance and enabling organisation-wide security awareness. Tejas tries to minimize the chances of security incidents by defining and implementing a highly effective governance structure. It has implemented a holistic information security management programme to protect its business, customers, infrastructure, services, and internal users from security threats. The Company has policies (including Data Privacy Policy), standards, and processes in place.

Tejas has a formal privacy incident management process in place to respond to any suspected or actual incident involving unauthorized access to or disclosure of personal information, its availability, or an impact to its integrity Tejas also conducts security risk assessments to evaluate and identify security flaws in services, products, and technology It has implemented security monitoring infrastructure and effective incident detection and management processes. Suspected events are analyzed and verified for its impact on assets and organisation. The incident movement processes define the criticality level for every incident and are managed in line with documented processes.

13. COVID

Telecom being declared an essential service, the Covid-19 pandemic presented us with a situation where the Company has to ensure continuity in the services to customers while ensuring the safety and well-being of all our employees working in branches and offices at locations across the country Ensuring Covid-19 related protocols of social distancing and sanitisation were followed across every location.The Company put mechanisms in place to ensure that emotional, medical and physical support was provided to our employees on a real-time basis.

Advisory and constant communication with employees was established and circulated to ensure that the advisory reaches every employee and gets reinforced in their behaviour. Office protocols were put in place to ensure safety of employees. Masks, sanitisation, fumigation and social distancing were made mandatory across premises. Signage and posters were displayed in various places in various offices. Maximum capacity for each of the offices were determined so that employees do not mingle with anyone outside their zones. In order to ensure a smooth commute, employees were provided with system verified and generated authorisation letters and vehicle passes, made available to them on the Company’s internal app. Further, the Company reimbursed the cost of vaccination of employees and their dependents.

The Statutory Auditor has stated that as at March 31, 2023, management has made an assessment of the recoverability of carrying values of Property, Plant and Equipment, Intangible assets, Inventories and Financial assets and has concluded that no adjustments are considered necessary in the financial statements, arising from COVID-19.

14. Corporate Social Responsibility

The objective of the Company’s Corporate Social Responsibility initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company’s Corporate Social Responsibility policy provides guidelines to conduct Corporate Social Responsibility activities of the Company The Company addresses the societal challenges through societal development programmes and remains focused on improving the quality of life and implements its Corporate Social Responsibility programmes either individually or in association with eligible implementing agencies registered with the Ministry of Corporate Affairs which works in close collaboration with public systems and partners. Through its Corporate Social Responsibility, the Company envisions an enlightened, equitable society in which every individual realizes her/his potential with dignity through creating transformative, efficient and lasting solutions to their development challenges and is committed to act in the best interests of its stakeholders and with a sense of purpose by its involvement in socio-economic development which always been integral to the Company strategic objectives. The Company’s Corporate Social Responsibility and sustainability initiatives and practices covers various activities in the field of education, healthcare and communities, ecology and environment, etc.

In pursuance of the Corporate Social Responsibility Policy and in line with the requirement of the Companies Act, 2013, every company has to spend 2% of the average net profits of the Company for the preceding three years towards the Corporate Social Responsibility activities as stated in the Companies Act, 2013. In view of the average net loss before tax for the last 3 years being '' 36.09 crore based on the computation as per Section 135 of the Companies Act, 2013, there is no obligation or requirement for the Company to make a CSR contribution for the financial year 20222023. The Corporate Social Responsibility policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-5 to this Report.

15. Green Initiatives

Electronic copies of the Annual report for the year 2023 and the Notice of the 23^rd Annual General Meeting are sent only to Shareholders whose email addresses are registered with the Company/ depository participant(s). To support the “Green Initiative”, Shareholders who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

16. Cautionary Note

Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates.

The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company

17. Acknowledgement

The Board place on record its thanks to its customers, vendors, investors, bankers, financial institution, employees and all other stakeholders for their continued support during the year. The Board places on record our appreciation of the contribution made by the employees at all levels as the Company consistent growth was made possible only by their hard work, solidarity, cooperation and support.

The Board also places on record its thanks to the Government of various countries where we operate. Tejas thanks the Government of India particularly the Ministry of Labour and employment, the Ministry of Communications, the Ministry of Electronics and Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India (SEBI), the various departments under the state government and union territories and other government agencies for their support and look forward to their continued support in the future.

---

Mar 31, 2022

The Board of Directors of the Company (the “Board”) is pleased to present the 22^nd Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2022.

1. The Promoter - Panatone Finvest Limited

During the year, the Company entered into a strategic partnership with Panatone Finvest Limited by means of which:

i. The Company made a preferential allotment of equity shares and share warrants to Panatone Finvest Limited in accordance with the share subscription agreement, entered between Panatone Finvest Limited and the Company.

ii. The share purchase agreement for secondary purchase of equity shares entered between Panatone Finvest Limited and certain Executive Directors and a Senior Managerial Personnel of the Company.

iii. An open offer to acquire 26% of the Expanded Voting Share Capital pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 from the eligible Members of the Company.

a. Share Subscription Agreement

The Share Subscription Agreement entered between Panatone Finvest Limited and the Company on July 29, 2021 with main terms as below:

i. Preferential issue of equity shares of 1,93,79,845 equity shares at face value of ''10/- per equity share at a premium of '' 248/-per equity share

ii. Preferential issue of warrants of 3,68,21,706 warrants, each carrying a right to subscribe to one Equity Share at an exercise price of '' 258/- per equity share, which may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until the expiry of 11 months from the date of allotment of the warrants (“Series A Warrants”); and

iii. Preferential issue of warrants of 1,55,03,876 warrants, each carrying a right to subscribe to (one Equity Share at an exercise price of '' 258/- per equity Share, which may be exercised in one or more tranches during the period commencing from the expiry of 12 months from the date of allotment of the warrants until the expiry of 18 months from the date of allotment of the warrants (“Series B Warrants”).

b. Share Purchase Agreement

Panatone Finvest Limited entered into a Share Purchase Agreements with certain Executive Directors and a Senior Managerial Personnel of the Company on July 29, 2021 pursuant to which Panatone Finvest Limited acquired 11,97,667 equity shares at face value of '' 10/- per equity share at a premium of '' 248/- per equity share.

The details in this		regard are as follows:
S.No	Name	Designation	No. of shares sold
1	Sanjay Nayak Managing Director and CEO		3,99,128
2	Arnob Roy	Executive Director and COO	3,99,538
3	Kumar Sivarajan	Chief Technology Officer	3,99,001
		Total	11,97,667

c. Open Offer

Panatone made an open offer to acquire 4,02,55,631 fully paid-up equity shares at face value of ''10/- per equity share at a premium of '' 248/- per equity share representing 26% of the Expanded Voting Share Capital pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and received 2,592 equity shares tendered by eligible Members.

Pursuant to above, Panatone Finvest Limited is designated as sole promoter of the Company and Akashastha Technologies Limited and Tata Sons Private Limited as members of the Promoter Group of the Company with effect from October 28, 2021.

2.Financial Performance

a. Results of our operations and state of affairs in '' crore
	Standalone		Consolidated!
Particulars	FY 2022	FY 2021	FY 2022	FY 2021
Revenue from operations	549.14	524.49	550.59	526.60
Other Income	43.25	24.81	43.30	24.85
Total income	592.39	549.30	593.89	551.45
Expenses
Cost of materials consumed	290.74	268.74	290.74	268.74
Purchases of stock in trade	23.69	-	23.69	-
Changes in inventories of stock in trade	(3.65)	-	(3.65)	-
Employee benefit expense	124.51	109.57	134.43	116.33
Finance costs	3.03	3.58	3.19	3.70
Depreciation and amortization expense	76.78	52.12	76.78	52.12
Allowance for expected credit loss	87.91	12.49	87.76	14.80
Other expenses	107.53	80.53	98.08	73.24
Total expenses	710.54	527.03	711.02	528.93

Profit/(Loss) before tax	(118.15)	22.27 (117.13)		22.52
Income tax expense
Current tax	0.19	-	0.19	-
Deferred tax expense/ (benefit)	(54.61)	(15.02)	(54.61)	(15.02)
Total tax expense	(54.42)	(15.02)	(54.42)	(15.02)
Profit/(Loss) after tax	(63.73)	37.29	(62.71)	37.54
Other comprehensive income/(Loss)
Items that will not be (2 08) reclassified to profit or loss ''		2.21	(2.08)	2.21
Items that will be reclassified to profit or loss		-	0.89	(0.19)
Total comprehensive income/(loss) for the year		39.50	(63.90)	39.56
Retained earnings- opening 5206 balance ''		12.56	52.28	12.53
Less: Items that will be reclassified to profit or loss		-	0.89	(0.19)
Retained earnings- closing (13.''5/ balance		52.06	(12.51)	52.28
Equity shares of par value ''10 each
Basic	(6.07)	4.03	(5.97)	4.05
Diluted	(6.07)	3.96	(5.97)	3.99
b. Financial Position			in '' crore
Particulars	Standalone		Consolidated!
	FY 2022	FY 2021	FY 2022	FY 2021
Bank balances and deposits with maturity up to three months	45.50	52.44	47.56	53.43
Bank balances other than above
Current(1)	299.68	164.09	299.68	164.09
Deposits with original maturity of more than twelve months	0.22	1.54	0.22	1.54
Deposits with original maturity of more than twelve months but remaining maturity of less than twelve months	1.15	-	1.15	-
Investment in mutual funds	401.78	37.37	401.78	37.37
Deposits with financial institutions disclosed under other current financial assets	351.79	108.00	351.79	108.00
Cash and cash
equivalents	1,100.12	363.44 1,102.18		364.43
including margin money
Net current assets®	468.42	436.30	480.34	447.38
Property, plant and	40.09	29.48	40.09	29.48
equipment
Right-of-use assets	14.56	16.10	14.56	16.10
Intangible assets	83.20	65.43	83.20	65.43
Intangible assets under	39.61	24.49	39.61	24.49
development
Other non-current
	193.54	215.48	182.71	204.65
assets®

Total assets	1,939.54	1,150.72	1,942.69	1,151.96
Non-current provisions	0.49	0.69	0.49	0.69
Lease Liabilities	11.95	17.07	11.95	17.07
Total equity	1,927.10	1,132.96	1,930.25	1,134.20
Total equity and borrowings	1,939.54	1,150.72	1,942.69	1,151.96

⁽¹ Deposits with original maturity of more than three months but less than twelve months, balances with banks in unpaid dividend account & balances held as margin money or security against fund and nonfund based banking arrangements

^(r2> Current assets net of current liabilities as disclosed in balance sheet excluding the bank balances considered as cash and cash equivalents ⁽³⁾ Excluding bank balances considered as cash and cash equivalents

c. Revenues

During FY 2022 our revenues grew by 7%, largely due to increase in the revenues from India Govt by 9% and India Private by 15% on a YoY basis.

• Standalone

Our net revenues (net of taxes and component sales) from operations on a standalone basis grew by 7.1% to ''549.14 crore in FY 2022. Domestic and export revenues constituted 63% and 37% of our total revenues respectively.

• Consolidated

Our net revenues (net of taxes and component sales) from operations on a consolidated basis grew by 6.9% to ''550.59 crore in FY 2022. Domestic and export revenues constituted 64% and 36% of our total revenues respectively.

d. Profits / (Loss)

The loss was primarily on account of margin pressure due to increase in component prices and lower international revenue. Further, during the year ended March 31, 2022, the company has assessed the recoverability of overdue trade receivables from certain public sector customers and in view of delays in collections has made an additional provision of ''74 crore towards such receivables which were aged more than three years leading to further increase in loss.

• Standalone

Our gross profit on a standalone basis amounted to ''172.71 crore (31.5% of net revenue) as against ''210.02 crore (41% of net revenue) in the previous year. The gross and net Research and Development (R&D) expenses were 23.9% and 9.4% of our net revenues respectively for FY 2022 as compared to 20.7% and 7.9% respectively for FY 2021. Selling and marketing costs were 14.8% (previous year 15.6%) of our net revenue for FY 2022. The General and administrative expenses were 6.1% (previous year 4.4%) of our net revenue for FY 2022. Allowance for expected credit loss were 16.0% (previous year 2.4%) of our net revenue. The operating loss amounted to ''158.37 crore (-28.8% of net revenue) as against profit of ''2.47 crore (0.5% of net revenue) in the previous year. The loss before tax was ''118.15 crore (-21.5% of net revenue) as against profit of ''22.27 crore (4.3% of net revenue) in the previous year. The net loss was ''63.73 crore (-11.6% of net revenue) as against profit of ''37.29 crore (7.3% of net revenue) in the previous year.

• Consolidated

Our gross profit on a consolidated basis amounted to ''174.00 crore (31.6% of net revenue) for FY 2022 as against ''212.13 crore (41.2% of net revenue) in the previous year. The gross and net

Research and development costs were 23.8% and 9.4% of our net revenue for FY 2022 as compared to 20.6% and 7.8% for FY 2021. Selling and marketing costs were 14.7% (previous year 15.4%) of our net revenue for FY 2022. The General and administrative expenses were 6.2% (previous year 4.4%) of our net revenue for FY 2022. Allowance for expected credit loss were 15.9% (previous year 2.9%) of our net revenue. The operating loss amounted to ''157.24 crore (-28.6% of net revenue) as against profit of '' 2.81 crore (0.5% of net revenue) in the previous year. The loss before tax was ''117.13 crore (-21.3% of net revenue) as against profit of ''22.52 crore (4.4% of net revenue) in the previous year. The net loss was ''62.71 crore (-11.4% of net revenue) as against profit of ''37.54 crore (7.3% of net revenue) in the previous year

e. Expenditure on property, plant and equipment -Standalone and Consolidated

On a standalone and consolidated basis, during the year, we incurred expenditure on property, plant and equipment of ''27.54 crore (previous year ''13.62 crore), comprising, ''8.94crore (previous year ''1.68 crore) in Laboratory equipment, ''0.53 crore (previous year ''0.28 crore) in Networking equipment, ''0.22 crore (previous year ''0.03 crore) in Electrical Installation, ''0.11 crore (previous year ''0.11 crore) in Furniture and fixtures, ''0.46 crore (previous year ''0.22 crore) in Office Equipment, ''2.48 crore (previous year ''1.96 crore) in Computing Equipment, ''13.34 crore (previous year ''8.78 crore) in Plant & Machinery- Cards/Prototypes and Others and ''1.46 crore (previous year ''0.56 crore) in Servers.

f. Capital Expenditure on intangible assets and intangible under development - Standalone and Consolidated

Our intangible assets comprise computer software as well as product development expenditures. Additions of ''6.98 crore made in computer software, as against ''2.72 crore in the previous year. During the year, ''64.51 crore (previous year ''68.14 crore) was capitalised from intangible assets under development to product development. As per accounting policy, the capitalised product development gets amortised over a period of 24 months. Additions to intangible under development for the year amounted to ''79.63 crore (previous year ''65.64 crore) on account of capitalisation of employee benefit expense (refer note 22 of standalone/consolidated financials). We carry the R&D intangible in two forms - as CWIP and as capitalized product development.

g. Earnings Per share

Basic earnings per share declined by 250.7% to ''(6.07) (previous year ''4.03) at standalone level and by 247.2% to ''(5.97) (previous year ''4.05) on consolidated basis.

h. Subsidiaries

The Company has 2 subsidiaries (including a stepdown subsidiary) as on March 31, 2022:

i. Tejas Communication Pte. Limited (wholly owned subsidiary of Tejas Networks Limited).

ii. Tejas Communications (Nigeria) Limited (wholly owned subsidiary of Tejas Communication Pte. Limited and stepdown subsidiary of Tejas Networks Limited).

The consolidated financial statements of the Company and its subsidiaries prepared in accordance with the relevant Accounting Standard specified under the Act, and the rules thereunder forms part of this Annual Report as provided in Form AOC-1 attached as Annexure 1. Further, the audited financial statements along with

other relevant documents are available on the Company’s website at www.tejasnetworks.com/financial-information-subsidiaries.php. and the details of the business of the subsidiaries, for the year ended March 31, 2022 are given in the Management Discussion and Analysis.

i. Liquidity

The Company is a debt-free Company and maintain sufficient cash to meet the business requirements. The Company believes that there should be sufficient liquidity in the Balance Sheet to cover financial and business risks and support future growth. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow generated from the business.

The Company’s liquid assets of ''1,100.12 crore and ''1,102.18 crore on a standalone and consolidated basis respectively as of March 31, 2022 as compared to ''363.44 crore and ''364.43 crore on standalone and consolidated basis respectively as of March 31, 2021.

The cash and cash equivalents on both standalone and consolidated basis include balance and deposits with banks, investment in liquid mutual funds and deposits with financial institutions. The details of these investments and deposits are disclosed under the ‘current investments and current financial assets’ section in the standalone and consolidated financial statements in this Annual report.

j. Dividend

The Board of Directors periodically reviews the Company’s ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company.

The Board of Directors after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy and since the Company has incurred a Loss, decided that it would be prudent, not to recommend any Dividend for the year under review.

The Board has adopted a Dividend distribution policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is available on the Company’s website at www.tejasnetworks.com/policies-codes.php.

k. Transfer to reserves

Since there were no profits during the year, there was no transfer of amounts to the reserves. The loss for the year amounting to ''62.71 crore on a consolidated basis and ''63.73 crore on a standalone basis for the year ended March 31, 2022 is debited to the profit and loss account.

l. Preferential allotment of Equity shares and Share Warrants on Private Placement basis

During the year ended March 31, 2022, the Company made preferential allotment of Equity shares and Share Warrants to Panatone Finvest Limited as follows:

(i) Equity shares - 1,93,79,845 equity shares were allotted on September 8, 2021 at face value of ''10/- per equity share at a premium of ''248/- per equity share.

(ii) Share Warrant Series A - 3,68,21,706 warrants were allotted on September 8, 2021, each carrying a right to subscribe to one Equity Share at an exercise price of ''258/- per equity share, which may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until the expiry of 11 months from the date of allotment of the warrants. On April 8, 2022 allotted 3,68,21,706 equity shares at face value of ''10/- per equity share at a premium of ''248/- per equity share shares upon exercise of warrants.

(iii) Share Warrant Series B - 1,55,03,876 warrants were allotted on September 8, 2021, each carrying a right to subscribe to one Equity Share at an exercise price of ''258/- per Equity Share, which may be exercised in one or more tranches during the period commencing from the expiry of 12 months from the date of allotment of the warrants until the expiry of 18 months from the date of allotment of the warrants.

m. Share Capital

(i) Increase in Authorised Capital

The authorised share capital of the Company as on March 31, 2022 is '' 200,00,00,000./- (Rupees Two Hundred Crore) consisting of 20,00,00,000 (Twenty Crore) equity shares of '' 10/- each. During the year under review, the Company increased the authorised share capital from ''176,45,20,000/- (Rupees One Hundred and Seventy Six Crore Forty Five Lakh and Twenty Thousand only) consisting of 17,64,52,000 (Seventeen Crore Sixty Four Lakh Fifty Two Thousand) equity shares of ''10/- to '' 200,00,00,000./- (Rupees Two Hundred Crore) consisting of 20,00,00,000 (Twenty Crore). The necessary amendments were made to the capital clause in the Memorandum of Association of the Company, to enable the increase in the Authorised Share Capital of the Company.

(ii) Increase in Paid-up Capital

During the year under review, there was an increase in paid-up equity share capital in view of the Company issuing and allotting equity shares as follows:

i. Preferential allotment of 1,93,79,845 equity shares at face value of ''10/- per equity share at a premium of ''248/- per equity share to Panatone Finvest Limited on a private placement basis.

ii. Allotment of 19,29,719 equity shares consequent to exercise of Stock Options/ Restricted Stock Units into equity shares of the Company by the eligible employees of the Company.

As a result of the above, the paid-up equity share capital stands at ''114,54,99,080 comprising of 11,45,49,908 equity shares of ''10/- per share fully paid up, as on March 31, 2022.

n. Management’s Discussion and Analysis

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are discussed in the Report. The Management’s Discussion and Analysis report for the year under review and as stipulated under the Listing Regulations is presented in a separate section forming part of the Annual Report.

3. Operational Performance

a. Company’s overview

Tejas designs and manufactures high-performance wireline and wireless networking products for telecommunications service providers, internet service providers, utilities, defence and government entities in 75 countries.

Tejas products include carrier-grade optical transmission (based on DWDM/PTN/OTN technologies), fiber broadband (based on

GPON/NG-PON), mobile and fixed wireless (based on LTE 4G/5G) as well as multi-gigabit Ethernet/IP switching and routing products that are fully designed and manufactured in India. Tejas products utilise a novel software defined hardware™ architecture that enables us to deliver highly differentiated network solutions. Tejas is one of the leading innovators in India’s ICT sector with 350 global patent filings and 300 silicon IPs and is one of the largest spenders on R&D (as a percentage of annual revenues) among all publicly listed companies in India.

Tejas Networks is a part of the Tata Group, with Panatone Finvest Ltd. (a subsidiary of Tata Sons Pvt. Ltd.) being the majority shareholder.

b. Quality Initiatives

Quality is an integral element of our culture, and has always been given the first and the foremost importance at the Company in terms of both the design as well as manufacturing of our high-performance and cost-competitive networking products.

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. During second wave of the pandemic, the Company was actively monitoring all customer engagements across the globe to minimize risks and ensure continuity of services. This was achieved through daily tracking, digitized multi-level dashboards and differentiated governance of critical engagements. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in sustained high customer satisfaction levels in the periodic surveys conducted by the Company.

The Company has established a sophisticated design, development and testing infrastructure in-house to ensure meticulous monitoring of product quality. The Company has a comprehensive quality management model that places a strong focus on supplier selection, quality inspection of incoming materials, in-process quality audit, product quality audit and reliability testing. The Company is TL9000 and ISO9001 certified for its quality management system with reference to its supply chain, R&D and manufacturing processes. It has also received ISO14001 and ISO27001 certifications for its environmental and information security management systems respectively.

c. Enhancing Shareholder Value

The Company is committed to creating and returning value to Shareholders. Accordingly, the Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. With decades of expertise and know-how, the Company offers its customers solutions that enhance their projects and builds trust. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. The Company continues to develop this strength by institutionalising sound commercial processes and building world-class commercial capabilities across its marketing and sales teams.

The Company uses an innovative approach in the development of its products and services, as well as execution of growth

opportunities. The Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions.

d. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 3 to the Board’s Report.

4. Acquisition - Investment in Saankhya Labs Private Limited

On March 30, 2022, the Company has signed definitive agreements to acquire upto 64.40% of shares of Saankhya Labs Private Ltd. (“Saankhya”) for approximately '' 284 crore in cash. The initial acquisition of Saankhya shares is expected to close within 90 days. Pursuant to the said acquisition, Saankhya will become a majority owned subsidiary of the Company and upon procuring all necessary consents and approvals also intends to proceed with acquiring the balance 35.60% shares through a Scheme of Arrangement under Sections 230 to 232 and other applicable provisions under Companies Act, 2013, subject to the approval of Board of Directors of the Company and Saankhya, terms of such merger approval of Members and creditors, respective bench of National Company Law Tribunal and any other approval(s) as may be required. In an event the merger transaction is not undertaken, the Company shall acquire the balance 35.60% of the shares of Saankhya by way of a secondary acquisition from its existing Members so that Saankhya becomes a wholly owned subsidiary of the Tejas.

The acquisition of Saankhya,will help the Company to create a complete, end-to-end telecom stack built using indigenous technology to provide solutions for mobile networks, fixed-line broadband networks and high capacity backbone networks over optical fibre. The acquisition will also enhance Wireless offerings by adding Cellular Broadcast and Satellite communication products to the portfolio.

5. Human Resource

The Human Resources (HR) function had many challenging mandates during the financial year, a key factor being the Covid-19 pandemic taking an ugly turn with the “second wave” being specially severe in India. The key challenge was to support our employees through the throes of the pandemic without compromising on productivity and morale.

The Company started various initiatives to tide over the crisis. A dedicated team to support employees during this challenging time was setup. The team helped several employees, who were struggling to get access to medical help and amenities during the depth of the pandemic. The team helped employees by sharing updates on hospital beds’ availability, procuring medical oxygen, and leveraging our collective personal networks and by empanelling vendors, who provided Covid home-care. There was constant contact and communication with family members of employees who were hospitalised and all possible help was extended to them.

Our company did not ignore mental health of our employees and retained a respected wellness provider to whom employees could reach out confidentially to discuss anything that was on their minds. There were trained counsellors available to handle these calls. Later in the year, as Covid vaccines became available, the HR

team was at the forefront helping employees and their families get vaccinated by organising onsite camps in all our India locations. While Covid-management was front-and-centre, our company did not lose focus of it’s talent strategy and kicked off the “Tejas Academy” whose first charter was to train junior engineers rigorously in our domain. The pedagogy is not limited to just classroom inputs but incorporates live projects, self-learning content, mini-assignments and 1:1 mentorship. It includes a rigorous assessment methodology to make sure that all learning inputs are successfully assimilated. The academy plans to graduate at least 150 candidates a year which will be a another source of young in-house talent. We also embarked on a program to identify junior technical talent from all parts of the country. With Covid reducing the need of geographic proximity to run recruitment drives, we are now equipped to source talent from any part of the country.

Attrition of talent in our industry remains a challenge and one of the key ways in which talent can be retained is the promise of ‘wealth creation’. To this end, we awarded Restricted Stock Units (RSUs) to our key talent throughout the year. To remain competitive in the market, we undertook a comprehensive salary benchmarking exercise to make sure that we are scientifically calibrating our compensation approach.

The HR team also did a comprehensive audit of our HR compliance processes and made sure we are doing everything prescribed.

We believe that our key employment proposition of - quality of work, learning, empowerment, flexibility and rewards and recognition will help retain our key talent.

a. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-7. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a seperate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules’), as amended, form part of this report and will be made available to any Member on request.

b. Employee Stock Options (ESOP) / Restricted Stock Units (RSU)

The Company has the following ESOP / RSU Schemes in force which are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

i. Tejas Networks Limited Employees Stock Option Plan - 2014 (“ESOP Plan 2014”);

ii. Tejas Networks Limited Employees Stock Option Plan - 2014-A (“ESOP Plan 2014 - A”);

iii. Tejas Networks Limited Employees Stock Option Plan - 2016 (“ESOP Plan 2016”);

iv. Tejas Restricted Stock Unit Plan 2017 (RSU Plan).

During the year under review, on the recommendations of the Nomination and Remuneration Committee, the Board granted 10,84,290 Restricted Stock Units to employees under the Tejas Restricted Stock Unit Plan - 2017. The details of the ESOP / RSU Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in Annexure 6 which forms part of the Board’s Report. The disclosure Information as required under the SEBI (SBEB) Regulations is available on the Company’s website at www.tejasnetworks.com/disclosures.php. Further, certain amendments were carried out in the ESOP/ RSU schemes in line with recent SEBI guidelines on Share based employee benefits and sweat equity regulations 2021.

c. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels. The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behaviour. Comprehensive policies and procedures have been laid down to create an environment where there is respect and dignity in every engagement.

The Company has adopted zero tolerance for sexual harassment at workplace which is imbibed in the Company’s culture. The Company has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The required awareness is created by communicating the essence of the policy to all employees at regular intervals through assimilation and awareness programs.

The following are the summary of the complaints received and disposed off during FY 2022:

Particulars	Complaints received
No of Complaints of sexual harrassment receieved in the year	-
No of Complaints disposed off during the year	-
No of cases pending for more than ninety days	-

The Company has constituted Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The IC is headed by an Independent person with majority of members constituting women members. Further, as part of the initiatives the employees are required to undergo a mandatory e-learning module on ‘Prevention of Sexual Harassment at Workplace’, the new joiners are trained in person during their induction program. The IC Members are provided relevant training by an external agency during quarterly meetings of the IC and the POSH policy is available on the intranet portal for employees to access and refer when required.

d. Industrial and Employee Relations

The Company’s focus continues towards propagating proactive and employee centric practices. The transformational work culture initiative that aims to create an engaged workforce with an

innovative, productive ecosystem continues to grow in strength. With the objective of capability building, developing future ready workforce and fostering togetherness at the workplace,the Company implements multiple training and engagement programs on an ongoing basis. These include various behavioural and functional programs such as team effectiveness, individual effectiveness, safety and environment, continuous improvement, result orientation, relationship management, decision making. This year significant emphasis was also laid towards raising awareness on health and wellness of employees and their family members on protection from COVID-19. Further proactive and employee-centric practices with a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstone of the Company’s employee relations approach. An ‘open door policy’ with constant dialogue to create win-win situations, have helped the Company build trust and harmony.

6. Directors

a. Appointments/ Re-appointments / Resignations:

During the year under review, the following appointments and re-appointments were made in the Board of Directors of the Company.

i. Inductions/ Appointment

i. The Board of Directors, appointed N. Ganapathy Subramaniam (DIN: 07006215) and A S Lakshminarayanan (DIN : 08616830) as Additional Directors (liable to retire by rotation) and as Nominee Directors of Panatone Finvest Limited in the capacity of Non-Executive and Non-Independent Director of the Company with effect from January 19, 2022.The said appointment was subsequently approved by the Members by way of postal ballot dated April 15, 2022.

ii. The Board in their meeting held on April 22, 2022, based on the recommendation of the Nomination and Remuneration Committee, appointed N Ganapathy Subramaniam as Non-Executive Chairman of the Board with effect from May 18, 2022.

iii. The Board in their meeting held on June 27, 2022 based on the recommendation of Nomination and Remuneration Committed and subject to the approval of the Members in the ensuing Annual General Meeting appointed P R Ramesh (DIN: 01915274) and Prof. Bhaskar Ramamurthi (DIN: 01914155) as Non-executive, Independent (Additional) Directors, not liable to retire by rotation, for a period of 5 years with effect from June 27, 2022. The necessary resolution seeking the approval of the Members to appoint P R Ramesh (DIN: 01915274) and Prof. Bhaskar Ramamurthi (DIN: 01914155) as Non-Executive Independent Directors, not liable to retire by rotation, for a period of 5 years with effect from June 27, 2022 to June 26, 2027 forms part of the Notice to the AGM.

ii. Re-appointment

The Board in its meeting held on April 22, 2022, based on the recommendation of the Nomination and Remuneration Committee, recommended to the Members to consider re-appointing Arnob Roy, (DIN: 03176672), Executive Director and Chief Operating Officer as Director liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company The necessary resolution seeking the approval of the

Members to re-appoint Arnob Roy, (DIN: 03176672), as Non-Executive Director, liable to retire by rotation, forms part of the Notice.

iii. Resignation

i. Balakrishnan V (DIN: 02825465), Non-Executive Chairman and Independent Director of the Company resigned from his position with effect from April 23, 2022 after serving as the Non-Executive Chairman of the Board for more than 7 years.

ii. Dr. Gururaj Deshpande (DIN: 01979383), Non-Executive and Non-Independent Director of the Company resigned from his position with effect from June 28, 2022 after serving as the Director of the Board for more than 22 years.

The Board places on record their sincere appreciation for the invaluable contributions to the Company’s success and the assistance and guidance provided by both Balakrishnan V and Dr. Gururaj Deshpande during their tenure.

Other than the above, there were no inductions/appointments/ re-appointments/resignations from the Directorships / Committees by any of the Members of the Board for the year ended March 31, 2022 and upto the date of this report.

b. Policy on Director appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate governance report that forms part of this Annual Report.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on www.tejasnetworks.com/policies-codes. php.

c. Familiarization programmes for Directors

The Non-Executive and Independent Directors as part of familiarization exercise are introduced to the Company’s culture through orientation sessions wherein an overview of company operations, matters relating to the values and commitments are provided along with an information kit containing documents about the Company such as annual reports, annual presentations, recent press releases, research reports, code of business conduct and ethics and the memorandum and articles of association etc. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved apart from regular presentations on Company’s business strategies and associated risks, expositions are made on various topics covering the telecom industry. Visits to plant location are organized for the Non-Executive and Independent Directors to enable them to understand and get acquainted with the operations of the Company. The Company organizes a management strategy session with the Board to deliberate on various topics related to strategic alternatives, progress of ongoing strategic initiatives, risks to strategy execution and the need for new strategic programs required to achieve the Company objectives.

d. Indemnification Agreement

The Company has entered into an agreement to indemnify the Directors (incl. officers) for the claims brought against them for actions done for and on behalf of the Company to the fullest extent as permitted under applicable laws. These agreement among other things indemnify the Directors and Officers for certain expenses, judgements, fines and settlement accounts incurred by such person in any action or proceedings including any action arising out of such persons services as a Director or officer, expenses in relation to public relations consultation if required.

7. Governance

The Company’s governance structure revolves around values based on transparency, integrity, professionalism and accountability which helps to implement the Company strategy effectively and transparently so as to deliver long-term value for the Members, employees, business partners and other stakeholders. The Company embraces the principle of shared value, which involves creating economic value in a way that it also creates value for the society, rich governance and disclosure practices followed to pursue the financial profitability and value creating for all the stakeholders while improving Company’s social and environmental footprint. The Company has three-tier of governance structure, comprising of the Members, the Board, and the Executive Management. The three-tier governance structure not only ensurers greater management accountability and credibility but also facilitates, increased autonomy to the businesses, performance discipline and development of business leaders which leads to increased public confidence.

I. Board Governance

Board Governance is the framework that structures the Board, its operation and responsibilities and organizational well-being. The Board’s governance guidelines covers aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, appointment and term of Directors, their independence, remuneration and retirement age, oversight on subsidiary performance, code of conduct, Board effectiveness reviews and various mandates of Board committees.

The primary role of the Board is that of trusteeship - to protect and enhance shareholder value. As trustees, the Board has a fiduciary responsibility to ensure that the Company has clear goals aligned to shareholder value and its growth. Further, the Board is also responsible for:

i. Exercising appropriate control to ensure that the Company is managed efficiently to fulfill stakeholders’ aspirations and societal expectations.

ii. Monitoring the effectiveness of the Company’s governance practices and making changes as needed.

iii. Providing strategic guidance to the Company and ensuring effective monitoring of the Management.

iv. Exercising independent judgment on corporate affairs.

v. Assigning sufficient non-executive members of the Board to tasks where there is a potential for conflict of interest, to be able to exercise independent judgment.

vi. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

a. Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non- Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As on March 31, 2022, the Board consists of eight members with three Non-Executive and Non-Independent Directors, two Executive Directors, and three are independent directors of which one of the independent director of the Board is women. During the year ended March 31, 2022, the Company constituted an Independent Directors Committee for the purpose of making recommendations on the Open Offer made by Panatone under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”). The Committee ceased to exist as the required formalities were completed for the Open Offer and the Board of Directors in their meeting held on January 19, 2022 decided to wind-up the Committee.

The details of the constitution of the Board and of the Committees, the terms of reference, no. of meeting held etc. are given in the Corporate Governance Report which forms part of this Annual Report.

b. Meeting of the Board/ Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s/Committee’s approval is taken by passing resolutions through circulation or by calling Board/Committee meetings at short notice, as permitted by law.

In line with the Companies Act, 2013 and Listing Regulations which states that every company shall hold a minimum number of four meetings of its Board of Directors every year and not more than one hundred and twenty days shall exceed between two consecutive meetings of the Board, there were, eight Board meeting and four Committee Meetings (5 meetings for Audit Committee) which were held during the year and all the Board Meeting and Committee Meeting were held through Video-Conference and are in accordance with the guidelines issued by the MCA and by the Securities Exchange Board of India. The details of the Board, Committee meetings and 21^st Annual General Meeting and the attendance of the Directors are given in the Corporate Governance Report which forms part of this Annual Report.

c. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board, Managing Director and CEO and Executive Director and COO. Some of the performance indicators, based on which the Directors are evaluated, include:

i. The ability to contribute to and monitor the corporate governance practices

ii. The ability to contribute by introducing best practices to address business challenges and risks

iii. Active participation in long-term strategic planning

iv. Commitment to the fulfillment of a director’s obligations and fiduciary responsibilities, these include participation in Board and committee meetings.

The Performance Evaluation of the Board, the Committees and each individual Director was carried out through a feedback mechanism sought by way of questionnaire covering the Board’s functioning composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The details of the process of performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

d. Succession planning

The Company believes that sound succession plans for the leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee coordinates with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in Senior Management. The Company strives to maintain an appropriate balance of skills and experience within the organization in an endeavor to introduce new perspectives while maintaining experience and continuity. By integrating workforce planning with strategic business planning, the Company puts the necessary financial and human resources in place so that its objectives can be met. In addition, promoting senior management within the organization fuels the ambitions of the talent force to earn future leadership roles.

e. Board Diversity

The Company recognizes and embraces the importance of a diverse Board for its success and believes that a diverse Board will leverage differences on thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board and is available on the Company’s website at www. tejasnetworks.com/policies-codes.php.

f. Board effectiveness and independence

The Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain Board and Management accountability and drive corporate ethics, values and sustainability. The Board effectiveness is further improved by ensuring that none of the directors holds directorships in more than seven listed entities, and none of the executive directors serve as an independent director on the Boards of more than three listed entities. The Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director (CEO and MD). The Code of conduct for non-executive directors, independent directors, carries explicit clauses covering avoidance of conflict of interest. Likewise, it explicitly prohibits any employee including the Managing Director and executive directors from accepting any position of responsibility, with or without remuneration, with any other organization without Company prior written approval. For executive directors and the Managing Director, such approval must be obtained from the Board.

g. Directors’ Responsibility Statement pursuant to the provisions contained in Section 134(3) of the Act

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost

convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

i. In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed and there are no material departures.

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

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

h. Board Charter / Policies

The Company has Charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and also policies and codes as required which are in line with the requirements of the Act and the Listing Regulations. The details of the charter/ policies/ codes as adopted by the Board are provided in Annexure 8’ to the Board report.

II. Corporate Governance

The Company’s Corporate Governance structure revolves around its Shareholders, the Board and its Committees and the Executive Management. By integrating these stakeholders with the workforce and strategic business planning, the Company benchmarks its Corporate Governance practices with the best in the World as well as to achieve its objectives in an ethical and transparent manner. The Report on Corporate Governance for the financial year ended March 31, 2022 along with the Auditor’s Certificate on compliance with the provisions of corporate governance under Listing Regulations forms part of this Annual Report.

a. Business Integrity and Ethics

Integrity and Ethics are the fundamental values of the Company. The Company has adopted a Code of Business Conduct and Ethics which applies to all Director, Employees including its subsidiaries. The Company also requires its third-party business partners to adhere to business principles consistent with its own. These expectations are set out in our Code of Conduct for Vendors/

Suppliers which is available on the Company’s website at www. tejasnetworks.com/policies-codes.php.

b. Risk Management

The Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise and these levels form the strategic defence cover of the Company’s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy The Chief Operating Officer who is also a Chief Risk Officer is the custodian of the framework and oversight of the framework provided by the Risk Management Committee to the Board of Directors. The Risk Management Committee reviews and monitors the key risks and their mitigation measures periodically and provides an update to the Board on Company’s risks outlined in the risk registers. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Company’s risk management framework proactively identifies, assesses, treats, monitors and reports risks as well as to create a risk-aware culture within the organisation and also cover areas exposed to risk and provide a structured process for management of risks and also consider the risks that impact mid-term to long-term objective of the business, including those reputational in nature.

The detailed report on Risk Management is disclosed separately in this Annual Report. The Risk Management Charter and Policy is available on the Company’s website at www.tejasnetworks.com/ policies-codes.php.

c. Internal Financial controls

The Internal Financial Controls of the company have been assessed taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls of the Company Over Financial Reporting issued by The Institute of Chartered Accountants of India.

The Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account and as such the controls built into the SAP ERP systems ensures appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The Information Management Policy, the systems, standard operating procedures and the controls which reinforces the control environment are reviewed by Management and are audited by Indepenent Internal Auditors and the findings and recommendations are reviewed by the Audit Committee which ensures the implementation of any suggestions made by the Internal Auditors for effective internal controls.

The Audit Committee, comprising of Independent Directors who are all financially literate interacts with the Statutory Auditors and Internal Auditors on the internal control systems in line within its terms of reference. Further, to maintain its objectivity and independence, based on the recommendation of Audit Committee, the Board has appointed M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditors of the Company reporting to the Chairperson of the Audit Committee. The Audit committee defines the scope and authority of the Internal Auditor. The Internal Auditor evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems,

accounting procedures and policies at all locations of the Company and reports to the Audit Committee, the significant audit observations and the necessary corrective actions. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Financial Control framework design ensures that the financial and other records are reliable for preparing financial and other statements. The Internal Auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors Report also includes a report on the internal financial controls over financial reporting.

d. Protection of minority shareholders’ interests

The Company governance philosophy centers around minority shareholders’ interests which emphasizes fairness and transparency to all stakeholders. Further a qualified, diverse and independent Board ensures that minority shareholders’ interests are protected. The Company strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments. The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances through a well-publicized channel, where complaints are tracked to closure. The Stakeholders’ Relationship Committee oversees the redressal of these complaints.

e. Vigil Mechanism / Whistle Blower Policy

The Company promotes safe and ethical conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy and a policy on the reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information and also has established the necessary Vigil mechanism in accordance with the Act and Listing Regulations. The Company’s Vigil mechanism / Whistle blower Policy aims to provide the appropriate platform and protection for Whistle blowers to report instances of any actual or suspected incidents of unethical practices including violation of applicable laws and regulations. The Vigil Mechanism/Whistle-blower policy is available on the Company’s website at www. tejasnetworks.com/policies-codes.php.

f. Statutory Compliance System

The Company complies with applicable laws, rules and regulations impacting Company’s business through a Compliance Tracking Tool. Each business head updates the compliances as applicable to their functions they are heading in the compliance tool on a periodic basis which are reviewed by the Compliance and Legal departments of the Company as well as by the Internal Auditors on a periodic basis.

III. Secretarial Governance

The Company believes that good secretarial govrnance system is essential requirement for the successful conduct of business operations and high standards of Corporate Governance. The Company ensures that appropriate business processes and tools are in place for adherence with all the applicable obligations under various regulations across the locations where the Company conduct its business. The Company has identified key stakeholders across business units, corporate functions who will ensure and confirm compliance. The Compliance report is placed before the

Audit Committee on quarterly basis and the Committee updates to the Board at its meetings confirming status of compliances.

a. Appointment/ Resignation of the Key Managerial Personnel

There are no appointments / resignations of the Key Managerial Personnel of the Company during ended March 31, 2022.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. Sanjay Nayak, Managing Director and Chief Executive Officer

ii. Arnob Roy, Executive Director and Chief Operating Officer

iii. Venkatesh Gadiyar, Chief Financial Officer

iv. N R Ravikrishnan, General Counsel, Chief Compliance Officer and Company Secretary

b. Related party transaction

The Company entered into related party transactions with the prior approval of the Audit Committee (comprising of Independent Directors only) which are at arm’s length and in the ordinary course of business. The policy on related party transactions ensures that the proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.The interested directors are not present for discussion and voting where any related party transactions being taken up. The related party transactions are placed on a quarterly basis before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a repetitive nature.

The transactions with the related parties as per requirements of Indian Accounting Standard 24 are disclosed in Note 29.9 to the financial statements in the Annual Report. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is attached as ‘Annexure 2’ to the Board’s Report. The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

c. Micro, Small and Medium (MSME) Enterprises

The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the MSME Act requires to register under a portal for facilitating MSME vendors. The Company has registered in the platform with Receivables Exchange of India Limited (RXIL) as a “Buyer” for MSMEs to electronically factor/discount their receivables, on a without recourse basis, at highly competitive & transparent financing terms. The Company cancelled its registration in “TReDS” platform as seller as it is no longer an MSME.

d. Credit Rating

During the year, ICRA Limited has upgraded the long-term rating of the Company to [ICRA]A (pronounced ICRA A plus) (“Ratings”) from [ICRA]A-%(pronounced ICRA A minus on rating watch with positive implications) and also upgraded the short-term rating to [ICRA]A1 (pronounced ICRA A one plus) from [ICRA]A2

(pronounced ICRA A two plus). The outlook on the long-term rating is Stable and the ratings have been removed from rating watch with positive implications. Further, the ICRA has stated that the Company as part of the publicity material or other document wherever the Company is using the above Ratings, it should be stated as [ICRA]A (Stable)/[ICRA]A1 .

e. Utilisation of funds

Regulation 32 of the Listing Regulations states that where a listed entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

During the year ended March 31, 2022 the Company has raised '' 837.50 crore through preferential issue of equity shares and allotment of share warrants. The details of funds raised and the manner of utlisation are as below:

Particulars	Total Proceeds ('' Crore)	Utilized Unutilized ('' Crore) ('' Crore)
Private Placement	500.00	261.17	238.83
Share warrants -Series A	237.50	-	237.50
Share warrants -Series B	100.00	-	100.00
Total	837.50	261.17	576.33

f. Register of members

For the purpose of 22^nd Annual General Meeting and for the financial year ended March 31, 2022, the Register of Shareholders and Share Transfer Books of the Company will remain closed from July 19, 2022 to July 26, 2022 (both days inclusive).

g. Particulars of loans, Guarantees and Investments by the Company

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purposes as and when required by them for its emergent business requirements.The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee was utilized by the recipient forms part of the Notes to standalone financial attached to this Annual report.

h. Business Responsibility Report

The Business Responsibility Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report. The Business Responsibility Report is available on the Company’s website at www.tejasnetworks.com/ disclosures.php.

i. Demat Suspense Account/Unclaimed shares account The Company opened a Demat account as Tejas Networks limited - Unclaimed Share Suspense Account with the ICICI Bank Limited and transferred all unclaimed shares into one physical folio and further dematerialized the said equity shares under a demat account. When any shareholder claim, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations. These shares primarily belong to

the former employees of the Company and their whereabouts are not known though the Company has taken sufficient steps to inform them based on the records available with the Company to claim the same by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2022.

Particulars	No. of	No. of
	Shareholders	Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2021	62	76,653
Less: Number of Shareholders
who approached the Company for transfer of shares from suspense	2	2,218
account
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2022	60	74,435

j. Reconciliation of Share Capital

The Share capital audit was carried out by a qualified practicing Company Secretary to reconcile the total admitted equity share capital with NSDL and CDSL and the total issued and listed equity share capital issued by the Company. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Report is available on the Company’s website at www.tejasnetworks.com/ reconciliation-of-share-capital-audit-report.php.

k. Investor Education and Protection Fund (IEPF)

The IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. The Company had declared its maiden dividend during the year ended March 31, 2019 and hence the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer has not arisen till date. The details of Unpaid/Unclaimed dividend as on March 31, 2022 is available on the Company’s website at www.tejasnetworks.com/ shareholders.php.

l. Annual return

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2022 in the prescribed format is available on the Company’s website at www.tejasnetworks.com/disclosures. php.

m. Listing and Dematerlisation of equity shares

The equity shares of the Company are listed in the National Stock Exchange of India Limited (scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ) and for the purpose of dematerlisation of shares established a connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE 010J01012 through Link Intime India Private Limited, our Registrar and Share Transfer Agents.

8. Material changes and commitments between the end of the financial year and date of the report

a. Changes in the Board

i. Appointment of N. Ganapathy Subramaniam (DIN: 07006215) as Non-Independent and Non-Executive Director, liable to retire by rotation, of the Company and as Nominee Director of Panatone Finvest Limited with effect from April 15, 2022, subsequently appointed as Non-Executive Chairman of the Board with effect from May 18, 2022.

ii. Appointment of A S Lakshminarayanan (DIN: 08616830) as Non-Independent and Non-Executive Director, liable to retire by rotation, of the Company and as Nominee Director of Panatone Finvest Limited with effect from April 15, 2022.

iii. Resignation of Balakrishnan V (DIN: 02825465) as Non-Executive Chairman and Independent Director of the Company with effect from April 23, 2022.

iv. Appointment of P R Ramesh (DIN: 01915274) and Prof. Bhaskar Ramamurthi (DIN: 01914155) as Non-Executive, Independent (Additional) Directors of the Board for a period of 5 years from June 27, 2022 to June 26, 2027.

v. Resignation of Dr. Gururaj Deshpande (DIN: 01979383), as Non-Executive and Non- Independent Director of the Company with effect from June 28, 2022.

b. Conversion of share warrants into equity shares Panatone exercised the right attached to the Series A Warrants and subscribed to the equity share by remitting the balance 75% of the Series A Warrant Exercise Price amounting to '' 712.50 crore. On April 8, 2022, the Company allotted 3,68,21,706 equity shares at face value of ''10/- per equity share and a premium of '' 248/- per equity shares upon exercise of warrants, subject to lock-in as per SEBI (Issue of Capital and Disclosure Requirements) guidelines.

c. Material Related party transactions

i. Approval to entering into Material Related Party Transactions with Tata Communications Limited, a related party of the Company.

ii. Approval to entering into Material Related Party Transactions with Tata Consultancy Services Limited, a related party of the Company.

iii. Amendment to the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions.

d. Share based employee benefits

i. Approval to adopt the Tejas Restricted Stock Unit Plan 2022 (“RSU 2022" or the “Plan") and grant of Restricted Stock Units under RSU 2022 in one or more tranches, not exceeding 50,00,000 RSUs to eligible persons who are in employment of the Company exercisable into not more than 50,00,000 (Fifty Lakhs) equity shares of face value of '' 10 /- per equity share fully paid-up, subject to the approval of Members of the Company in the ensuing AGM.

ii. Amendment to the policy on Employee stock options plans and Restricted Stock Unit Plan.

e. Re-appointment of Statutory Auditors

The re-appointment of M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013. M/s Price Waterhouse Chartered Accountants LLP will hold office for another term of Five (5) consecutive years

commencing from the financial year 2022-23 and ending with the financial year 2026-27, subject to the approval of Members of the Company.

f. Increase in Authorised Share Capital

The increase of the Authorised Capital of the Company from the existing '' 200,00,00,000/- (Rupees Two Hundred crore) divided into 20,00,00,000 (Twenty crore) equity shares of ''10/- each to '' 260,00,00,000/- (Rupees Two Hundred and Sixty crore) divided into 26,00,00,000 (Twenty Six crore) equity shares of '' 10/- each, ranking pari passu in all respect with the existing equity shares of the Company and to make necessary alteration in the capital clause of the Memorandum of Association of the Company, subject to the approval of the Members in the ensuing AGM.

Other than the above, there are no other material changes and commitments affecting financial position between the end of the financial year and date of the report.

9. Audit and Auditors

a. Statutory Auditors - M/s. Price Waterhouse Chartered

Accountants LLP (Firm registration number No.

012754N/N500016)

M/s. Price Waterhouse Chartered Accountants LLP were appointed by the Members in their 17^th Annual General Meeting as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 17^th Annual General Meeting (i.e) till the conclusion of 22^nd Annual General Meeting. As such, M/s. Price Waterhouse Chartered Accountants LLP are eligible for re-appointment for a further period of 5 years.

Based on the recommendations of the Audit Committee and the Board, it is proposed to re-appoint M/s. Price Waterhouse Chartered Accountants LLP as statutory auditors of the Company for a further period of 5 years from the conclusion of 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting of the Company on terms and conditions as mutually agreed upon between the M/s. Price Waterhouse Chartered Accountants LLP and the Company, subject to the approval of the Members.

M/s. Price Waterhouse Chartered Accountants LLP, have given their consent for their re-appointment as Statutory Auditors of the Company and has issued certificate confirming that their re-appointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. M/s. Price Waterhouse Chartered Accountants LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The resolution seeking the approval of the Members for re-appointment of M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company is provided in the Notice of the Annual General Meeting.

The remuneration in the form of fees (excluding GST and out of pocket expenses) paid for the year ended March 31, 2022 to M/s. Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company are as follows:

in '' crore
Engagement	Fees paid
Statutory audit including limited reviews	0.53
Other audit related services	0.12
Total	0.65

Note: The above fees exclude GST and out of pocket expenses and do not include any element of contingent fees.

b. Internal Auditors

The Board based on the recommendations of the Audit Committee has appointed an Independent auditors M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditors of the Company to carry out the internal audit functioning for FY 2023. The remuneration in the form of fees (excluding GST) paid for the year ended March 31, 2022 to M/s. Singhvi, Dev and Unni Chartered Accountants LLP as Internal Auditors of the Company are as follows:

in '' crore
Engagement	Fees paid
Audit fees	0.25
Other audit related service	0.03
Total	0.28

Note: The above fees exclude GST and out of pocket expenses and do not include any element of contingent fees.

c. Secretarial Auditor - Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and Certificate of Practice No. 4847) The Board based on the recommendations of the Audit Committee has appointed Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company to conduct Secretarial Audit for FY 2023. The remuneration in the form of fees (excluding GST) paid for the year ended March 31, 2022 to Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company are as follows:

in '' crore
Engagement	Fees paid
Audit fees	0.03
Other audit related services	0.03
Total	0.06

Note: The above fees exclude GST and out of pocket expenses and do not include any element of contingent fees.

d. Cost Auditors - M/s. GNV & Associates, Cost and Management Accountants (FRN - 000150)

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s. GNV & Associates, Cost and Management Accountants a firm of Cost Accountants in Practice as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY2023. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2022 is provided in the Notice of the ensuing Annual General Meeting.

The remuneration in the form of fees (excluding GST) paid for the year ended March 31, 2022 to M/s. GNV & Associates are as follows:

in '' crore
(Engagement	Fees paid
Audit fees	0.01
Other audit related services	0.02
Total	0.03

Note: The above fees exclude GST and out of pocket expenses and do not include any element of contingent fees

e. Key Audit Matter

M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors of the Company rendered an opinion regarding the fair presentation in the financial statements of the company’s financial condition and operating results. Their audits are conducted in accordance with GAAP and include a review of the internal controls, to the extent necessary, to determine the audit procedures required to support their opinion. The Statutory Auditors of the Company has issued an Audit Report with unmodified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended March 31, 2022.

The Key Audit Matter are those matters which in the opinion of the Statutory Auditors of the Company were of most significance in the Audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2022 and these matters were addressed in the context of the audit of the Standalone / Consolidated IND AS financial statements for the year ended March 31, 2022 as a whole. The Key Audit Matter forms part of the Audit report of Standalone / Consolidated IND AS financial statements.

10. Cyber Security

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a multidimensional approach to cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security which consistently practices effective cyber security policies, processes and procedures including spear-phishing campaigns and cyber data breach table-top exercises.

The Company as part of its cyber security implemented advanced cyber diagnostic assessments, on a regular basis and also Cyber Threats Monitor, Brand Monitor and Infrastructure Monitor as part of its cyber security prepardnes. Further, the Company ensured information system resilience and implemented and periodically tested an enterprise-wide Business Continuity Plan and Disaster Recovery Plan.

The cyber security governance encompasses management oversight at various levels with the ultimate responsibility assumed by the Board of Directors. The governance structure of information/cyber security risk is helmed by the Risk Committee and Audit Committee, all being Board-level Committees and chaired by Independent Directors. At the executive management level, there is a specialised Committee to review key areas of IT and cyber risk. The BCM Steering Committee approves and monitors the implementation of the BCM plan, which includes the business continuity plan for processes, disaster recovery plan and emergency

response plan to mitigate the risk of injuries to clients and employees and damage to the Company assets. Additionally, the Company have devised multiple key risk indicators dashboard to review system stability, continuity and availability and network uptime.The Company undertakes multiple assessments of the efficacy of its security controls by internal as well as external auditors. The Company also engaged an Independent Cyber Security agency for Cyber Security Posture Assessment and the assessment report shared with the Board and Risk Committee.

11. Data protection and privacy

The Company is committed to protecting the privacy of individuals whose personal data it holds, and processing such personal data in a way that is consistent with applicable laws and ensures safety and security of data including where it has presence in several overseas jurisdictions including Singapore, the United States of America, Mexico and UAE and committed in ensuring compliance with applicable laws across these jurisdictions. The Company has an integrated and centralized strategy for achieving data privacy compliance across all jurisdictions. A set of principles have been defined with respect to handling customer data including a mechanism in place for reporting any form of personal data incident which is accessible to all employees in the Company. The Privacy regulations require the personal data of customers to be protected throughout its entire lifecycle. Accordingly, the Company has undertaken several comprehensive measures such as categorising all personal data and sensitive personal data as ‘Confidential Information’, keeping record of all its processing activities, entering into non-disclosure and confidentiality agreements with employees and third parties who are privy to customers’ personal data.

12. COVID

The spread of COVID-19 has severely impacted businesses around the globe. The situation is constantly evolving and Governments in certain states imposed various restrictions with the increase in number of COVID 19 cases during the year ended March 31, 2022. The Company has considered various internal and external information available up to the date of approval of financial statements in assessing the impact of COVID-19 pandemic on the financial statements for the year ended March 31, 2022.

During the year ended March 31, 2022, uncertainties caused by the pandemic has resulted in some delays in customer payments and new orders. Management expects potential delays in executing the orders-in-hand, due to an increase in lead-time for sourcing semiconductor components. Based on current assessment, management is of the view that some uncertainty is likely to continue for the next few quarters, till the demand-supply situation in the semiconductor component industry stabilises.

The Company had capital infusion by way of issue of equity shares and share warrants during the year ended March 31, 2022 and the Company does not have borrowings as at year end. In the view of the management, there is no significant impact on the immediate liquidity position of the company based on management’s evaluation of future cash flows for the next one year. As at March 31, 2022, management has made an assessment of the recoverability of carrying values of Property, Plant and Equipment, Intangible assets, Inventories and Financial assets. Management has taken into account all possible impact of known events arising from COVID-19 pandemic and supply constraints in making this

assessment and has concluded that no further adjustments are considered necessary.

The above impact assessment is however a continuing process given the uncertainties associated with its nature and duration. The Company will continue to closely monitor any material changes to future economic conditions.

13. Corporate Social Responsibility (CSR)

The Company is committed to act in the best interests of its stakeholders and with a sense of purpose by its involvement in socio-economic development which always been integral to the Company strategic objectives. The year under review was challenging year for humanity, with the adverse impact of the COVID-19 pandemic which has huge impact on vulnerable and marginalized groups. The Company has invested in a concerted manner to provide COVID-19 relief and rehabilitation with an aim of building resilient communities and swiftly responded to the pandemic by putting into action a series of relief initiatives. The Company has also participated in socio-economic activities either as part of its business or through its corporate social responsibility programs. The aim is to identify critical areas of development that require investments and action, and which can help to realise India’s potential for growth and prosperity The Company’s CSR and sustainability initiatives and practices covers various activities in the field of education, healthcare and communities, ecology and environment, etc.

In pursuance of the CSR Policy and in line with the requirement of the Companies Act, 2013, the Company spent '' 46 lakhs being 2% of the average net profits of the Company for the preceding three years. The CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year are available on the Company’s website at www.tejasnetworks.com/policies-codes.php. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in ‘Annexure 5’ to this Report.

14. Green Initiatives

Electronic copies of the Annual report for the year 2022 and the Notice of the 22^nd Annual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participant (s). To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

15. Cautionary Note

Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company

16. Acknowledgement

The Board place on record its thanks to its customers, vendors, investors, bankers, financial institution, employees and all other stakeholders for their continued support during the year. The Board places on record our appreciation of the contribution made by the employees at all levels as the Company consistent growth was made possible only by their hard work, solidarity, cooperation and support.

The Board also places on record its thanks to the Government of various countries where we operate. We thank the Government of

India particularly the Ministry of Labour and employment, the Ministry of Communications, the Ministry of Electronics and Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India (SEBI), the various departments under the state government and union territories and other government agencies for their support and look forward to their continued support in the future.

---

Mar 31, 2019

Board's Report

Dear Members,

Your Directors are pleased to present the 19th Annual Report together with the audited financial statements for the financial year ended March 31, 2019. The consolidated performance of the Company has been referred to wherever required.

1. Results of our operations and state of affairs

in Rs crore except per share data

Particulars	Standalone		Consolidated
	2019	2018	2019	2018
Revenue from operations (1)	894.03	761.07	900.32	767.44
Other Income	36.64	27.22	36.69	27.83
Total income	930.67	788.29	937.01	795.27
Expenses	Â	Â	Â	Â
Cost of materials consumed	463.70	382.30	463.70	382.42
Excise duty	-	17.64	-	17.64
Employee benefit expense	117.60	88.65	123.66	92.26
Finance costs	16.88	13.45	17.00	13.40
Depreciation and amortization expense	65.88	61.27	65.88	61.27
Other expenses	117.14	118.34	116.75	122.24
Total expenses	781.20	681.65	786.99	689.23
Profit before tax	149.47	106.64	150.02	106.04
Income tax expense	Â	Â	Â	Â
Current tax	19.63	23.78	19.63	23.78
Deferred tax (benefit)	(16.85)	(24.26)	(16.85)	(24.26)
Total tax expense	2.78	(0.48)	2.78	(0.48)
Profit after tax	146.69	107.12	147.24	106.52
Other comprehensive income	Â	Â	Â	Â
Items that will not be reclassified to profit or loss	(1.72)	(1.61)	(1.72)	(1.61)
Items that will be reclassified to profit or loss	-	-	0.77	(0.15)
Total comprehensive income for the period	144.97	105.51	146.29	104.76
Retained earnings- opening balance	120.59	14.88	120.97	15.86
Add: Transferred from other reserve	-	0.20	-	0.20
Less: Items that will be reclassified to profit or loss	-	-	0.77	(0.15)
Retained earnings- closing balance	265.56	120.59	266.49	120.97
Earnings per equity share	Â	Â	Â	Â
Equity shares of par value Rs 10 each		Â	Â	Â
Basic	16.07	12.48	16.13	12.41
Diluted	15.33	11.79	15.39	11.73

m Revenue from operations for the year ended March 31, 2018 was inclusive of excise duty of Rs 17.64 crore. Post introduction of Goods and Services Tax (GST), effective July 1, 2017 revenue from operations for the periods post June 30, 2017 is net of the related GST. Accordingly, the revenue for the year ended March 31, 2019 and the corresponding previous year are not strictly comparable.

in Rs crore
Financial Position

Particulars	Standalone		Consolidated |
	2019	2018	2019	2018
Bank balances and deposits with maturity up to three months	16.41	213.48	16.90	214.19
Bank balances other than above
Current'1'	106.15	21.76	106.15	21.76
Deposits with original maturity of more than twelve months	0.12	0.04	0.12	0.04
Investment in mutual funds	86.55	76.52	86.55	76.52
Deposits with financial institutions disclosed under other current	160.00	205.00	160.00	205.00
financial assets Cash and cash equivalents including margin money	369.23	516.80	369.72	517.51
less: Balances held as margin money	(0.16)	(4.81)	(0.16)	(4.81)
Cash and cash equivalents excluding margin money	369.07	511.99	369.56	512.70
Net current assets'2'	578.89	317.10	590.75	327.42
Property, plant and equipment	30.68	35.98	30.68	35.98
Intangible assets (including under development)	109.82	85.60	109.82	85.60
Other non-current assets'3'	233.22	204.64	222.37	193.79
Total assets	1,321.68	1,155.31	1,323.18	1,155.49
Borrowings'4'	1.19	2.27	1.19	2.27
Non-current provisions	1.75	1.14	1.75	1.14
Total equity	1,318.74	1,151.90	1,320.24	1,152.08
Total equity and borrowings	1,321.68	1,155.31	1,323.18	1,155.49

. m Deposits with original maturity of more than three months but less than twelve months & Balances held as margin money or security against borrowings or guarantees

(2) current assets net of current liabilities as disclosed in balance sheet excluding the bank balances considered as cash and cash equivalents

(3> excluding bank balances considered as cash and cash equivalents

(4) including current borrowings and current maturities of long-term debt

Revenues

• Standalone

Our net revenues (net of taxes and component sales) from operations on a standalone basis grew by 18.7% to Rs 870.44 crore in fiscal 2019. Our domestic and export revenues comprise of 80% and 20% respectively of total revenue. Out of total revenue, 80% (previous year 82%) came from India, 8% (previous year 6%) came from Americas and 12% (previous year 12%) came from Rest of the World.

• Consolidated

Our net revenues (net of taxes and component sales) from operations on a consolidated basis grew by 18.5% to Rs 876.73 crore in fiscal

2019. Our domestic and export revenues comprise of 79% and 21% respectively of total revenue. Out of total revenue, 79% (previous year 82%) came from India, 8% (previous year 6%) came from Americas (previous year 6%) and 13% (previous year 12%) came from Rest of the World.

Profits

• Standalone

Our gross profit on a standalone basis amounted to Rs 359.77 crore (41.3% of net revenue) as against Rs 293.59 crore (40.0% of net revenue) in the previous year. The gross and net Research and development costs were 13.3% and 5.8% of our net revenue for the year ended March 31, 2019 as compared to 11.8% and 5.1% for the year ended March 31, 2018. Selling and marketing costs were 9.7% (previous year 10.6%) of our net revenue for the year ended March 31, 2019. The General and administrative expenses were 3.3% (previous year 3.3%) of our net revenue for the year ended March 31, 2019. The operating profit amounted to Rs 129.71 crore (14.9% of net revenue) as against Rs 92.87 crore (12.7% of net revenue) in the previous year. The profit before tax was Rs 149.47 crore (17.2% of net revenue) as against Rs 106.64 crore (14.5% of net revenue) in the previous year. The net profit was Rs 146.69 crore (16.9% of net revenue) as against Rs 107.12 crore (14.6% of net revenue) in the previous year.

• Consolidated

Our gross profit on a consolidated basis amounted to Rs 366.06 crore (41.8% of net revenue) for the year ended March 31, 2019 as against Rs 299.74 crore (40.5% of net revenue) in the previous year. The gross and net Research and development costs were 13.2% and 5.8% of our net revenue for the year ended March 31, 2019 as compared to 11.7% and 5.1% for the year ended March 31, 2018. Selling and marketing costs were 10.2% (previous year 11.4%) of our net revenue for the year ended March 31, 2019. The General and administrative expenses were 3.4% (previous year 3.4%) of our net revenue for the year ended March 31, 2019. The operating profit amounted to Rs 130.33 crore (14.9% of net revenue) as against Rs 91.61 crore (12.4% of net revenue) in the previous year. The profit before tax was Rs 150.02 crore (17.1% of net revenue) as against Rs 106.04 crore (14.3% of net revenue) in the previous year. The net profit was Rs 147.24 crore (16.8% of net revenue) as against Rs 106.52 crore (14.4% of net revenue) in the previous year.

Expenditure on property, plant and equipment -Standalone and Consolidated

On a standalone basis and consolidated basis, during the year, we incurred expenditure on property, plant and equipment of Rs 13.40 crore (previousyear Rs 18.27 crore), comprising, Rs 3.96 crore (previousyear Rs 5.67 crore) in Laboratory equipment, Rs 0.14 crore (previous year Rs 0.13 crore) in Networking equipment, Rs 0.41 crore (previous year Rs 0.46 crore) in Electrical Installation, Rs 2.86 crore (previous year Rs 0.89 crore) in Furniture and fixtures, Rs 0.21 crore (previous year Rs 0.31 crore) in Office Equipment, Rs 1.68 crore (previous year Rs 2.54 crore) in Computing Equipment, Rs 2.54 crore (previous year Rs 7.53 crore) in Cards/Prototypes, Rs 1.60 crore (previous year Rs 0.55 crore) in Servers and Rs Nil (previous year Rs 0.19 core) in Vehicles.

Capital Expenditure on intangible assets and intangible under development - Standalone and Consolidated

Our intangible assets comprises of computer software and product development expenditure. Additions of Rs 6.58 crore made in computer software, as against Rs 4.01 crore in the previous year. During the year, Rs 70.39 crore (previous year Rs 21.65 crore) was capitalised from intangible under development to product development. Capitalised product development gets amortised over a period of 24 months.

Additions to intangible under development for the year amounted to Rs 64.92 crore (previous year Rs 49.21 crore) on account of capitalisation of employee benefit expense and other expenses (refer note 23 and note 25 of standalone/consolidated financials).

Liquidity

We are practically a debt-free Company and maintain sufficient cash to meet our business requirements. Our principal source of liquidity are cash and cash equivalents and the cash flow we generate from the business. We understand that the liquidity in the Balance sheet is needed to cover financial & business risks and support future growth.

We have liquid assets of Rs 369.07 crore on standalone basis and Rs 369.56 crore on a consolidated basis as of March 31, 2019 as compared to Rs 511.99 crore and Rs 512.70 crore on standalone and consolidated basis respectively as of March 31, 2018.

The cash and cash equivalents on both standalone and consolidated basis include balance with banks, investment in liquid mutual funds and deposits with financial institutions. The details of these investments and deposits are disclosed under the 'current investments and current financial assets' section in the standalone and consolidated financial statements in this Annual report.

Earnings Per share

Basic earnings per share grew by 28.7% to Rs 16.07 (previous year Rs 12.48) at standalone level and by 29.9% to Rs 16.13 (previous year Rs 12.41) on consolidated basis.

Dividend

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the Shareholders. The Board periodically reviews the Company's ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company. The Board of Directors takes into account various factors including current and future earnings projections, current and future cash flow projections, capital expenditure requirements for current and future projects, contingencies, regulatory, political, economic factors while making a determination to transfer retained earnings to reserves in entirety or partially for a given year and to consequently distribute dividend if any. The Board of Directors, in accordance with Clause 43A of the Listing regulations, adopted a Dividend distribution policy setting out the parameters and circumstances including external and internal factors and financial parameters that will be taken into account in determining the distribution of dividend and also the circumstances under which the Shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized. Subject to these parameters, the Board may distribute dividend upto 25 % of the free cash flow of the corresponding financial year or out of retained earnings of the previous years, subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash generated by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under Ind AS. Dividend payout includes Dividend Distribution Tax (DDT). The details of Dividend Distribution Policy is placed on the Company's website https://www.tejasnetworks.com/policies-codes.php

The Board of Directors are pleased to recommend a maiden final dividend of Re. 1/- per equity share on a face value of Rs 10/- per share for year ended March 31, 2019 subject to the approval of the Shareholders in their 19th Annual General Meeting slated to be held on July 25, 2019. The dividend payout for the financial year ended March 31, 2019 will absorb Rs 11.06 crore including Dividend Distribution tax of Rs 1.89 crore. The exact amount of payout of dividend will depend upon the number of shares outstanding on the date of the book closure.

The Register of Shareholders and Share Transfer Books of the Company will remain closed from July 19, 2019 to July 25, 2019 (both days inclusive). Dividend for the financial year ended March 31, 2019, as recommended by the Board of Directors of the Company, if approved at the 19th Annual General Meeting by the Shareholders, will be paid within 30 days from the date of the 19th Annual General Meeting.

Share Capital

During the year under review, the Company has issued 9,00,819 shares consequent to the conversion of the 8,96,692 stock options and 4,127 Restricted Stock Units into equity shares of the Company by the eligible employees and hence the outstanding paid up equity share capital stands at Rs 91,71,95,790 comprising of 9,17,19,579 equity shares of Rs 10/ each fully paid up, as on March 31, 2019.

Particulars of loans, guarantees or investments

The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purposes as and when required by them for its emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 along with the purpose for which such loan or guarantee was utilized by the recipient forms part of the Notes to standalone financial provided in the Annual Report. During the year ended March 31, 2019, there were no loans, guarantees or investments made by the Company to its wholly owned subsidiaries either for their business purposes or for its emergent business requirements.

Transfer to reserves

The Board of Directors has decided to retain the entire amount of profits for the financial year ended March 31, 2019 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation. An amount of Rs 145.52 crore on a consolidated basis and Rs 144.97 crore on standalone basis for the year ended March 31, 2019 is retained in the profit and loss account.

Fixed deposits

The Company is a debt free Company and has not accepted any fixed deposit including from the public and, as such, no amount of principal or interest was outstanding as of March 31, 2019.

Micro, Small and Medium (MSME) Enterprises

With the objective of promotion and development and enhancing the competitiveness of small and micro enterprises, the Central Government vide notification dated 2nd November 2018 has directed that all Companies, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed forty five days from the date of acceptance or the date of deemed acceptance of the goods and services shall furnish details about the amounts due and the reasons for delay thereof.

Your Company as on March 31, 2019 has made payments to all MSME suppliers within 45 days from the date of acceptance and there are no outstandings as on March 31, 2019 which exceeds 45 days from the date of acceptance. Further the Company has registered with Trade Receivables Discounting System (TReDS) in compliance with Notification No. 5621 dated November 2, 2018 issued by Ministry of Micro, Small and Medium Enterprises which requires companies with a turnover of more than Rs 500 crore to be registered on the platform.

Credit Rating

Rating committee of ICRA have reaffirmed the long term rating for the Line of Credit at [ICRA] A (pronounced as ICRA A) with the outlook on the long term rating as Positive. The rating Committee of ICRA has also reaffirmed the short term rating for the captioned LOC at [ICRA] Al (pronounced ICRA A). The Positive outlook reflects ICRAs expectation that the Company will favorably benefit from the extensive experience and technical competence of its management, its strong capital structure and liquidity profile, along with increasing revenue contribution from segments which provide stability to the business. The credit rating letter is placed on the Company's website at https://www.tejasnetworks.com/stock-exchange-filing-other-filing.php

Related parties transactions

In line with requirement of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at Arm's Length. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

The Company has not entered into any materially significant related party transactions with its Directors, or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. The Company has received disclosures from the senior managerial personnel confirming that they have not entered into any material, financial and commercial transactions in which they or their relatives may have a personal interest. Transactions with the related parties as per requirements of Indian Accounting Standard 24 are disclosed in Note 30.6 to the financial statements in the Annual Report and they are not in conflict with the interest of the Company at large. The Policy on Related Party Transactions as approved by the Board is available at the Company's website at https://www.tejasnetworks. com/policies-codes.php. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is attached as 'Annexure 2' to the Board's report.

Management's Discussion and Analysis

The Management Discussion and Analysis forms a part of the Board's Report. All matters pertaining to industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance and material developments in human resources are discussed in the said Report. The Management Discussion and Analysis report for the year under review and as stipulated in Regulation 34 under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

Business Integrity and Ethics

Integrity is one of the fundamental values of your Company. Your Company never compromises integrity in its decision making or during the pursuit of its business goals. In this complex and heavily regulated industry, it is the core responsibility to do everything to earn and keep the trust of all stakeholders. Your Company's deep legacy of integrity and ethical conduct engrains into compliance with the law and with the Company's policies. Your Company's management is fully engaged in establishing a strong culture and is actively involved to ensure that Company values and standards are prioritized at all levels of the organization.

Under the pillar of Business Integrity, your Company communicates its Code of Business Principles ("Code") internally and externally. All Company employees are required to undertake mandatory annual training on our Code and extend through our entire value chain including our employees, contractors and third parties. The Company also requires its third-party business partners to adhere to business principles consistent with its own. These expectations are set out in our Code of Conduct for Vendors/ Suppliers and is placed in the website at https://www.tejasnetworks.com/policies-codes.php

The Annual declaration from the Managing Director and CEO stating that the Company has adopted a code of conduct for its employees including Managing Director, Non Executive Directors and Independent Directors and has received the declaration of compliance with the Code of Conduct as applicable to them.

Indian Accounting Standards (Ind AS)

The Financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act. Significant accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy in use. Please refer note no. 2 of the standalone financials for significant accounting policies.

Risk management

The Company has a robust Risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels, including documentation and reporting. Robust and proactive compliance programs implemented at your Company includes monitoring, risk assessment, compliance education and coaching and active encouragement of whistle blower system. The policies, compliance training and resources put in place aimed at identifying and resolving potential issues in timely manner and making all efforts to make compliance systematic in all our operations. Further, Company's open door and anti-retaliation policies provides tremendous encouragement and offers a retaliation free environment to ask questions and raise concerns.

In line with the Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company has an elaborate Risk Charter and Risk policy defining risk management governance model, risk assessment and prioritisation process. The Risk Management Committee reviews and monitors the key risks and their mitigation measures periodically and provides an oversight to the Board on Company's risks outlined in the risk registers. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are addressed through mitigating actions. The Risk Management Charter and Policy as adopted by the Board is available on the Company's website at https://www.tejasnetworks. com/policies-codes.php

Board Charter / Policies

During the year under review, the Board has adopted the Charters of the Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and revised the Audit Committee Charter. It has also adopted the Risk Management Policy and revised the Nomination and Remuneration Policy. The details of the charter/ policies/ codes as adopted by the Board are provided in Annexure 9 to the Board report.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

• Reconstitution of the Committees of the Board - The Committees of the Board has been reconstituted with effect from April 22, 2019.

• Payment of Dividend -The Board of Directors recommended a maiden final dividend of Re. 1/- per equity share on a face value of Rs 10/- per share for year ended March 31, 2019 subject to the approval of the Shareholders in their 19th Annual General Meeting slated to be held on July 25, 2019.

• Re-appointment of Sanjay Nayak as Managing Director (MD) and Chief Executive Officer (CEO) - The Board has recommended the re-appointment as MD and CEO for a further period of 5 years from January 1, 2020 till December 31, 2024 on terms and conditions including remuneration as set out in the Notice of the 19th Annual General Meeting.

2. Company Overview

Tejas Networks is an India-based optical and data networking products Company. Tejas designs, develops and sells high-performance and cost-competitive products to telecommunications service providers, internet service providers, utilities, defence and government entities in over 75 countries. Tejas products utilize programmable software-defined hardware architecture with a common software code-base that delivers an app-like ease of development and upgrades of new features and technology standards. Tejas is ranked amongst top-10 suppliers in the global optical aggregation segment. A strong brand name coupled with long-standing client relationships help us be the employer of choice. Expertise in lean automation and continuous improvement help us increase productivity and being more for the client. Tejas seeks to differentiate in the market by delivering business value through deep domain expertise and technology prowess. We invest in offerings that help clients optimize their Cost of Revenues (CoR) instead of the traditional approach of optimizing just the SG & A expenses.

Subsidiaries

As on March 31, 2019 our Company has 2 subsidiaries:

• Tejas Communication Pte. Limited (wholly owned subsidiary)

• Tejas Communications (Nigeria) Limited (Stepdown subsidiary of Tejas Communication Pte. Ltd.)

Section 129(3) of the Companies Act, 2013 states that where the company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statements of its subsidiaries. Hence, the consolidated financial statements of the Company and all its subsidiaries are prepared in accordance with Ind AS 110 and Ind AS 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, which forms part of the annual report. Moreover, a statement containing the salient features of the financial statement of the Company's subsidiaries in the prescribed Form AOC-1, is attached as Annexure I to the Board's report. This statement also provides details of the performance and financial position of each subsidiary. In accordance with section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, wherever applicable, are available for inspection during regular business hours at our registered office in Bengaluru, India. The financial statement of the subsidiaries is also available on the Company's website and may be accessed at https://www.tejasnetworks.com/ financial-information-subsidiaries.php.

In line with the requirements of the Listing Regulations, a policy to determine a material subsidiary has been framed and the same can be accessed on the Company's website at the link https://www tejasnetworks.com/policies-codes.php. The audit committee reviews the financial statements of the Company subsidiaries. It also reviews the investments, if any, made by such subsidiaries, the statement of all significant transactions and arrangements entered into by subsidiaries, and the compliances of each materially significant subsidiary on a periodic basis. The minutes of Board meetings of the subsidiary companies are placed before the Board of your Company for review.

The Board of Directors hereby confirm that, no Company has become or ceased to be, joint venture or associate company other than striking off the name of vSave Energy Private Limited and

Liquidation of Tejas (Israel) Limited (100% Wholly Owned Subsidiaries) during the year within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

• vSave Enenrgy Private Limited (vSave) (CIN: U32201KA2013PTC071695)

vSave made an application on December 6, 2017 under Section 248(2) of the Companies Act, 2013, for removal of name of vSave, since vSave has discontinued its operations for the last few years and does not intend to carry on any activity in future. The Registrar of Companies, Karnataka issued a Notice dated July 28, 2018 -Notice of striking off and dissolution [Pursuant to sub-section (5) of Section 248 of the Companies Act, 2013 and Rule 9 of the Companies - Removal of Names of Companies from the Register of Companies Rules, 2016} in FORM No. STK - 7 dated July 28, 2018 stating that pursuant to sub-section (5) of Section 248 of the Companies Act, 2013 the name of vSave Energy Private Limited has been struck off the Register of Companies and vSave was dissolved. The amount written off in this regard is Rs 0.14 crore (provisioned during FY 2018).

• Tejas (Israel) Limited (Tejas Israel) - Company Registration Number-514369016

The Company, taking into account the adverse impacted revenues and the loss occurred on account of impairment of Intellectual Property and further considering the facts that there is no visibility on revival of operation of Tejas Israel despite the best of efforts made by the Company, wound up the operations of Tejas Israel. Tejas Israel filed necessary application with the respective authorities to dissolve and liquidate Tejas Israel in accordance with Article 319(2) to the Companies Ordinance (New Version) 5743-1983 (the "Companies Ordinance"). The Ministry of Justice, Corporations Authority, Companies Registrar, the State of Israel issued a Confirmation of Liquidation dated November 25, 2018 confirming receipt of the Liquidator Notice according to Section 338(c) of the Companies Ordinance (New Version) 5743 - 1983, together with copy of the final financial report. On November 25, 2018 the Notice was registered and Tejas Israel status was changed to "Liquidated". The amount written off in this regard is Rs 54.19 crore (provisioned during FY 2013).

3. Human Resource Management

Several key initiatives on the Human Resources (HR) front were initiated during the financial year through a three-pronged approach - Capacity, Capability and Culture.

The focus on Talent Acquisition from campuses of premier institutes was aimed at sustaining the relationships with them and attracting the best talent available. The company also revamped its training of campus talent by making it more experiential - which led to their faster deployment in productive roles. During the year under review, the Human Resource department has focused its efforts in exploring new avenues to attract talent. One of the key channels introduced this year has been 'hackathons' - which led to a wider talent pool being available for hiring throughout the year.

Focus on right staffing and skilling in identified international markets was given greater emphasis for the purposes of spreading the organization's global footprint. The Company has put in significant focus on Leadership Development by introducing and sustaining Leadership programs. The Prevention of Sexual Harassment (POSH) committee was reconstituted and a series of sensitization sessions were carried out for all to refresh awareness on this important topic.

The Company completed the implementation of HRIS application suite - Darwin Box for enabling efficient and cost effective HR systems. The objective was also to improve the quality of people analytics available, enhancing the quality of decision-making. As a part of this, almost all HR processes were e-enabled including onboarding, goal setting, performance review, competency assessment, leave and exit management.

Your Company is committed to developing employees' competencies continually. This year, as a part of the performance management process, the specific competencies of all job-roles were assessed which have become a vital input for employees' individual development plan. This will also be the key input which will strengthen the learning program portfolio - available to all employees for their growth and development..

Particulars of employees

The ratio of the remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration and statement containing the names of top 10 employees in terms of remuneration drawn as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in 'Annexure 8' which forms part of the Board's Report.

The statement containing particulars of employees posted in India throughout the year and in receipt of a remuneration of Rs 1.02 crore or more per annum, employees posted in India for part of the year and in receipt of Rs 8.5 lakhs or more a month and employees posted outside India and in receipt of a remuneration of Rs 60 lakhs or more per annum or Rs 5 lakhs or more a month is available on the Company's website at https://www.tejasnetworks.com/disclosures, php. The Annual Report are being sent to Shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from Company website or send a written request to the Company.

Employee Stock Options (ESOP) / Restricted Stock Units (RSU) The Company has the following ESOP / RSU Schemes in force:

• Tejas Networks Limited Employees Stock Option Plan - 2014 ("ESOP Plan 2014");

• Tejas Networks Limited Employees Stock Option Plan -2014-A ("ESOP Plan 2014 - A");

• Tejas Networks Limited Employees Stock Option Plan - 2016 ("ESOP Plan 2016");

• Tejas Restricted Stock Unit Plan 2017 ("RSU 2017").

The details of the ESOP / RSU Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, are provided in 'Annexure 7', which forms part of the Board's Report. After implementation of the RSU plan, Company did not grant any new options from the pool available from the current ESOP Schemes. The details of the ESOP / RSU Plans and the disclosure as required under Regulation 14 of the SEBI Listing Regulations, is available on the Company's website at https://www.tejasnetworks.com/disclosures.php

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 We have a mechanism in place to foster a positive work place environment free from harassment of any nature. We have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the work place. We follow a gender-neutral approach in handling complaints of sexual harassment. Our ASHI policy applies to everyone involved in the operations of the Company, including vendors and clients.

We have also constituted an Internal Complaints Committee (ICC) in all locations across India to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The cases are heard and resolved by an independent group. Our whistleblower policy assures complete anonymity and confidentiality of information to the reporting individual.

Keeping the objective of fostering a positive work place environment and free from harassment, we conduct the following awareness campaigns:

• Orientation of new joinees on the Anti-Sexual Harassment Initiative (ASHI) and contractual staff.

• New Joiners / Trainees / Interns / Third-party business partners were trained on the subject of Prevention of Sexual Harassment of Women at Workplace.

• Inside offices, women employees are discouraged from working beyond 8.00 p.m. In circumstances where late working becomes unavoidable, women employees are required to (i) Take a drop home from the Company approved cab service provider only; (ii) Be escorted by a male colleague/ security back home; (iii) Inform their Managers upon reaching home that they have reached safely.

The details of ASHI cases for the financial year ended March 31, 2019:

Number of cases filed Disposal by conciliation Disposal by disciplinary action(s)

Your Directors confirm that:

• The Company has constituted committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with the provisions of the same.

• The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors further state that during the financial year, there were no cases filed nor complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. Corporate Governance

Our Corporate Governance philosophy is about maximizing shareholder value legally, ethically and sustainably At Tejas, the goal of corporate governance is to ensure fairness to every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity and ethically. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate governance report for the financial year ended March 31, 2019 forms part of this Annual Report. We wish to state that your Company has complied with all norms of corporate governance applicable to the Company and as envisaged under the Companies Act, 2013 and in the SEBI Listing Regulations.

Board Diversity

The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is important for effective corporate governance and sustained commercial success. The Company believes that it has a truly diverse Board which leverages on the skills and knowledge, industry or related professional experience, age and gender, which helps the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy to recognize the benefits of a diverse Board and to further enhance the quality of participation and performance. The policy on Board diversity is available on the Company's website https://wwwtejasnetwo rks.com/policies-codes.php

Board Governance Guidelines

The Company's governance guidelines on the effectiveness of the Board cover aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, oversight on subsidiary performances, code of conduct, Board effectiveness reviews and various mandates of Board committees.

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013 read with SEBI Listing Regulations.

Policy on Directors' appointment and remuneration The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2019, the Board consists of six members (One Non-Executive and Non-independent Director, Two Executive and Whole-time Director, and Three Non-Executive and Independent Directors). The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company at http://www.tejasnetworks.com/policies-codes.php.

The Company affirms that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The Remuneration Policy and criteria for Board nominations are available on the Company's website at http ://website. tej asnetworks. com/policies-codes, php

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 stating that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) and 'Regulation 16(1) (b) of the Listing Regulations.

Board and Committee Evaluation

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. During the year, Board evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Peer evaluation of the Directors. The exercise was led by the Non-Executive Chairman along with the Chairperson of the Nomination and Remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issued by SEBI on Board evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgement.

Familiarization programme for Independent Directors To familiarize a new Independent Director with the Company, an information kit containing documents about the Company such as its annual reports, sustainability reports, annual presentations, recent press releases, research reports, code of business conduct and ethics and the memorandum and articles of association are provided. The new Independent Director individually meets with Board Member(s) and Senior Management. Visits to factory are organized for the Director to understand the Company's operations. The Company believes that the Board should be continuously empowered with knowledge of latest developments affecting the Company and the Industry. Apart from regular presentations on Company's business strategies and associated risks, expositions are made on various topics covering the telecom industry. Updates on relevant statutory changes and judicial pronouncements around industry related laws are regularly circulated to the Directors. Each Independent Director has complete and unfettered access to any of the Company's information and full freedom to interact with senior management. Details of the familiarization programs for Independent Directors are available on the Company's website https://www. tejasnetworks.com/policies-codes.php.

Directors/ Senior Management / Key Managerial Personnel Inductions/ Appointments

The following appointment were made

• Chetan Gupta appointed as Non-Executive and Non-independent Director of the Company, liable to retire by rotation by the Shareholders in their 18th Annual General Meeting held on July 24, 2018

• N R Ravikrishnan appointed as Company Secretary and Key Managerial Personnel and designated as General Counsel, Chief Compliance Officer and Company Secretary and a Key Managerial Personnel with effect from July 5, 2018.

• Chandrashekhar Bhaskar Bhave appointed as Independent (Additional/ Non-Executive) Director of the Company with effect from March 25, 2019. The Board recommends his appointment as Independent Director, not liable to retire by rotation, for a period of five (5) years with effect from March 25, 2019 till March 24, 2024, on terms and conditions which forms part of the Notice of the 19th Annual General Meeting.

• Arnob Roy appointed as Whole-time (Additional/ Executive) Director and designated as Chief Operating Officer of the Company with effect from March 25, 2019. The Board recommends his appointment as Whole-time and Executive Director liable to retire by rotation, under the designation of Chief Operating Officer for a period of five (5) years with effect from March 25, 2019 till March 24, 2024 on terms and conditions including remuneration which forms part of the Notice of the 19th Annual General Meeting.

Re-appointment

Sanjay Nayak, Managing Director and CEO, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment as Non-independent Director of the Company, liable to retire by rotation. Further, his tenure as Managing Director and CEO ends on December 31, 2019 and the Board has recommended his re-appointment as Managing Director and CEO for a further period of 5 years from January 1, 2020 till December 31, 2024 on terms and conditions including remuneration as set out in the Notice of the 19th Annual General Meeting.

Resignations

• Shirish Saraf vacated his office as Director of the Company by operation of law with effect from April 24, 2018.

• Chetan Gupta resigned as Non-Executive and Non-independent Director of the Company on personal grounds with effect from October 23, 2018.

• G V Krishnakanth resigned as Company Secretary and Compliance Officer and Key Managerial Personnel with effect from closing of business hours of July 4, 2018.

Constitution of the Senior Management

In line with the Listing Regulations, Regulation 16(1) (d) and with effect from March 25, 2019, the following shall comprise the Senior Managerial Personnel of the Company (one level below CEO)

• Arnob Roy, Whole-time Director and Chief Operating Officer and Key Managerial Personnel.

• Kumar N Sivarajan, Chief Technology Officer.

• Venkatesh Gadiyar, Chief Financial Officer and Key Managerial Personnel.

• Sukhvinder Kumar, President, Global Manufacturing Operations.

• Shirish Purohit, Head-Sales (India and Emerging Markets).

• Abhijat Mitra, Chief Human Resource Officer.

• N R Ravikrishnan, General Counsel, Chief Compliance Officer and Company Secretary and Key Managerial Personnel.

Other than the above, there were no changes to the Directors/ Senior Management/ Key Management Personnel during the year ended March 31, 2019.

Committees of the Board

The Company has the constituted the following five committees namely: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and Risk Management Committee. The composition, functions, scope, number of meetings held and attended by the members, etc., of each committee are furnished in the Corporate Governance Report which forms part of this Annual Report. There were no instances where the Board did not consider the recommendations made by the Audit Committee under Section 177(8) of Companies Act, 2013. Further the Company constituted the Risk Management Committee in its meeting held on January 23, 2019.

During the year under review, the Committee has amended and restated the Audit Committee Charter and the policy of the Nomination and Remuneration Committee and also adopted the Charters for the other committee of the Board. The Board has further amended and restated Code of Conduct under Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and also amended and restated Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information in terms of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Board in its meeting held on April 22, 2019 reconstituted the Committees of the Board.

Internal Financial controls

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations.

The Company has adequate Internal Controls with proper checks and balances to ensure that transactions are properly authorized, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budgets on an ongoing basis; internal control systems which is commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors as well as by the Internal Auditors and covers all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.

The Company has robust systems for Internal Audit and Corporate risk assessment and mitigation. The Internal Audit covers all the factories, sales offices, warehouses and centrally controlled businesses and functions, as per the annual plan agreed with the Audit Committee. The audit coverage plan is approved by the Audit Committee at the beginning of every year. Every quarter, the Audit Committee is presented with key control issues and actions taken on the issues highlighted in previous report.

The Company's has appointed an independent auditor M/s. Singhvi, Dev and Unni, Chartered Accountants as Internal Auditors to reviews the controls across the key processes and submits report periodically to the Management and significant observations are also presented to the Audit Committee for review. There is also a follow up mechanism to monitor implementation of the various recommendations.

The Company's internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Companies Act, 2013. The Company's internal financial controls framework has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. The Internal Auditors have submitted a summary report to the Audit Committee confirming the completeness and effectiveness of key controls tested on a quarterly and annual frequency. Further, significant processes were reviewed during the year and the process documentations have been accordingly updated, where necessary.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the FY 2018-19.

Vigil Mechanism / Whistle Blower Mechanism In line with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Whistle Blower / Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said mechanism provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors. No person has been denied access to the Audit Committee and in appropriate and exceptional cases, concerns may be raised directly to the Chairperson of the Audit Committee. The Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaint has been received during the financial year 2018-19. The Vigil Mechanism Policy is available on the website of the Company at http://website.tejasnetworks.com/policies-codes.php

Initial Public Offer (IPO)

The Company made an initial public offer of 3,02,21,332 equity shares of Rs 107- each for a cash price of Rs 257/- per share including a premium of Rs 247/ per share aggregating to Rs 776.69 crore, comprising of a fresh issue of 1,75,09,727 equity shares aggregating to Rs 450 crore and an offer for sale of 1,27,11,605 equity by the selling Shareholders aggregating to Rs 326.69 crore during FY 2018.

The Company has fully utilized the amount as stated in the offer document/ prospectus and the purpose for which these proceeds were raised have been achieved and that there is no pending utilization of amount as of March 31, 2019. Further, the Board hereby confirms that there has been no deviation in the use of IPO Proceeds from the objects stated in the offer document/ prospectus dated June 21, 2017. The details of the utilization of the IPO proceeds forms part of the Notes of Accounts (Refer Note No. 35 of standalone financials).

Significant or Material Orders passed by Regulators or Courts or Tribunal

There are no significant orders passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

Investor Education and Protection Fund (IEPF) In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained by the Central Government. In accordance with Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. Considering the fact that the Company has not declared any dividend till date, the matter of transferring the unpaid dividend nor the shares in respect of which the dividend were unclaimed by the respective allotees, to IEPF do not arise.

Auditors qualifications, reservations or adverse remarks or disclaimer made

During the year under review, there are no qualifications, reservations or adverse remarks made by the statutory auditors internal auditors or the secretarial auditors in their report. Further, no instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report are reported by the statutory auditors, internal auditors or the secretarial auditors, to the audit committee under Section 143(12) of the Companies Act, 2013.

Annual Return

The extract of Annual Return in Form No. MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 for the financial year ending March 31, 2019 is annexed hereto as 'Annexure 3' and forms part of this report. A copy of the Annual Return has also been placed on the website of the Company at https://www. tejasnetworks.com/disclosures.php

Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Companies Secretaries of India, as applicable to the Company and which are mandatory in nature, have been duly complied with. The Secretarial Auditor's Report issued for the year ended March 31, 2019 also confirms the same.

Stock Exchanges / Depositories

The Company's equity shares are listed in the National Stock Exchange of India Limited (Scrip Code No: TEJASNET) and BSE Limited (Scrip Code No: 540595). The Listing Fees for the fiscal 2020 are already paid to the stock exchanges. During the year under review, the Company has listed its Tejas Restricted Stock Unit Plan 2017 in the NSE/BSE consequent to exercise of RSU units by the employees of the Company into equity shares. Further the custodial fees for the year ended March 31, 2019 are already paid to National Securities Depositories Limited (NSDL) and Central Depositories Securities Limited (CDSL).

Directors' Responsibility Statement

The financial statements are prepared in accordance with Ind AS under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, according to the provisions of the Act (to the extent notified). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and Companies (Indian Accounting Standards) Amendment Rules, 2018.

The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to the provisions contained in Section 134(3) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:

• In the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed and there are no material departures;

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

• The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. Auditors and Audit Reports

Auditors

a. Statutory Auditors

The Members in their 17th Annual General Meeting held on September 27, 2017 approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016) as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 17th Annual General Meeting of the Company, till the conclusion of the 22nd Annual General Meeting, subject to ratification of the said appointment at every annual general meeting. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7 May 2018 has omitted the requirement under first proviso to Section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by Shareholders at every subsequent Annual General Meeting. Consequently, M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016), continues to be the Statutory Auditors of the Company till the conclusion of 22nd Annual General Meeting, as approved by Shareholders at 17th Annual General Meeting held on September 27, 2017.

M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016) has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2019-20. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The remuneration in the form of fees paid for the year ended March 31, 2019 to M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/N500016) as the statutory auditors of the Company are as follows.

in Rs crore

Note: The above fees exclude GST and out of pocket expenses.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board based on the recommendations of the Audit Committee has appointed Dwarakanath C, Practicing Company Secretary (PCS No. 7723 and

Engagement	Charged during the year
Statutory audit including limited reviews	0.45
Other audit related services	0.18
Total	0.63

Note : The above fees exclude GST and out of pocket expenses and do not include any element of contingent fees.

b. Internal Auditors

The Board based on the recommendations of the Audit Committee has appointed an Independent auditors M/s. Singhvi, Dev and Unni, Chartered Accountants as Internal Auditors of the Company for the fiscal 2020 to carry out the internal audit functions. The remuneration in the form of fees paid for the year ended March 31, 2019 to M/s. Singhvi, Dev and Unni, Chartered Accountants as Internal Auditors of the Company are as follows.

in Rs crore

Engagement	Charged during the year
Audit fees	0.25
Other audit related services	0.02
Total	0.27

Certificate of Practice No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for fiscal 2020. The remuneration in the form of fees paid for the year ended March 31, 2019 to Dwarakanath C, Practicing Company Secretary as the Secretarial Auditor of the Company are as follows.

in Rs crore

Engagement

Charged during the year

Audit fees

Other audit related services

Total

Note: The above fees exclude GST.

d. Cost Auditors

The rules governing maintenance of cost accounting records and cost audit under section 148 of Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules 2014, amended till date are not applicable to the Company. Hence the Company has not appointed the Cost Auditor.

Auditor's reports

• The Audit Report of M/s. Price Waterhouse Chartered Accountants LLP (Firm registration number No. 012754N/ N500016 - Statutory Auditors') for the year ended March 31, 2019 does not contain any qualification, reservation or adverse remark. The Statutory Auditors' Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Audit Report of Dwarakanath C, Practicing Company Secretary (PCS No. 7723 and Certificate of Practice No. 4847 - the Secretarial Auditors) for the year ended March 31, 2019 does not contain any qualification, reservation or adverse remark The Secretarial Auditor's Report for the year ended March 31, 2019 is enclosed as 'Annexure 5' to the Annual Report.

• The Corporate Governance Report of Dwarakanath C, Practicing Company Secretary (PCS No. 7723 and Certificate of Practice No. 4847) for the year ended March 31, 2019, is enclosed. The Corporate Governance report states that the Company has complied with the stipulations of Corporate Governance as stipulated in Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paras C and D of Schedule V of the Listing Regulations during the year ended March 31, 2019. The Corporate Governance certificate is enclosed in this Annual Report under Corporate Governance Report.

• The Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V para C Clause (10)(i) of the Listing Regulation is enclosed in this Annual Report under Corporate Governance Report.

• The Auditors Certificate under SEBI (Share Based Employee Benefits) Regulations 2014 stating that the Company Employee share based benefit schemes has been implemented in accordance with the said regulations. The said certificate is hosted in the website https://www.tejasnetworks.com/ disclosures.php.

Key Audit Matter

In accordance with recent amendments to the Auditing Standards SA 701, the Statutory Auditors of the Company are expected to include the Key Audit Matter in their Audit Report. The Key Audit Matters are those matters which in the opinion of the Statutory Auditors of the Company were of most significance in the Audit of the Standalone / Consolidated Ind AS financial statements for the year ended March 31, 2019 and these matters were addressed in the context of the audit of the Standalone / Consolidated Ind AS financial statements for the year ended March 31, 2019 as a whole. The Key Audit Matter forms part of the Audit report of Standalone / Consolidated Ind AS financial statements.

6. Corporate Social Responsibility

Tejas works towards removing malnutrition, improving healthcare infrastructure, supporting primary education, rehabilitating abandoned women and children, and preserving Indian art and culture. The Company's focus has always been to contribute to the sustainable development of the society and environment, and to make our planet a better place for future generations. During the financial year ended March 31, 2019, the Company spent an amount of Rs 0.98 crore towards CSR activities, which constitutes 2% of the average net profits of the Company for the preceding three financial years.

In pursuance of the CSR Policy, the Company aims to support projects that promote education and therefore contributed to

(i) The Akshaya Patra Foundation which provides mid-day meals as an attempt to feed the millions of children in India and give them the motivation and nourishment they need to pursue an education and a better future. During the year we have contributed Rs 0.25 crore.

(ii) International Institute of Information Technology, Bengaluru, a Deemed University, popularly known as IIITB, established with a vision to contribute to the IT world by focusing on education and research, entrepreneurship and innovation. The Institute is a registered not-for-profit society funded jointly by the Government of Karnataka and the IT industry. During the year we have contributed Rs 0.25 crore.

(iii) Vinoba Sewa Ashram, Shahjahanpur, Uttar Pradesh. A Grass root Level Organization motivated by Sarvodaya thoughts by serving the rural people since 1980 on Education, Health, Income Generation and Animal Welfare. The Company contributed towards improving school infrastructure of existing government schools in Ghazipur, Uttar Pradesh. During the year we have contributed Rs 0.18 crore.

(iv) The Aurobindo Society, Puducherry - "Project Inclusion" aims to bring children with hidden disability who are unable to cope-up with the world around by giving them equal and quality education and aims to bring such children in forefront and makes inclusive education a reality. Through Project Inclusion, regular school teachers are trained to identify such students and provide them with right kind of training and education. The "Project Inclusion" operates in states such as Uttar Pradesh, Jharkhand, Chhattisgarh, Uttarakhand, Puducherry, Bihar, Sikkim, Punjab. During the year we have contributed Rs 0.30 crore.

The CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year are available on the Company's website http://www.tejasnetworks.com/policies-codes.php. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in 'Annexure 6' to this Report.

7. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in 'Annexure 4' to this Report.

8. Business Responsibility Report (BRR)

Business Responsibility Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by your Company from an environmental, social and governance perspective, forms part of this Report and annexed herewith.

According to Regulation 34(2) of the Listing Regulations the disclosure on Business Responsibility Report shall be applicable to top 500 listed entities determined on the basis of market capitalization. As our Company is not in the top 500 listed entities for the year ended March 31, 2019, the disclosure on Business Responsibility Report is not applicable. However, the Company is voluntarily disclosing the same and the BRR forms part of the Annual Report. The BRR is hosted in the website https://www. tejasnetworks.com/disclosures.php.

9. Green initiatives

Electronic copies of the Annual report for the year 2019 and the Notice of the 19th Annual General Meeting are sent to all Shareholders whose email addresses are registered with the Company/ depository participant (s). For Members who have not registered their email addresses, physical copies are sent in the permitted mode. To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.

10. Cautionary Note

Certain statements in respect to Management Discussion and Analysis may be forward looking and are stated as required by the applicable laws and regulations. The future results of the Company may be affected by many factors, which could be different from what the Directors envisage in terms of future performance and outlook.

11. Acknowledgement

We thank our customers, vendors, investors, bankers, financial institution, employees and all other stakeholders for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We also thank the government of various countries where we operate. We thank the Government of India particularly the Ministry of Labour and employment, the Ministry of Communications, the Ministry of Science and Technology, the Ministry of Electronics and Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India (SEBI), the various departments under the state government and union territories and other government agencies for their support and look forward to their continued support in the future.

Â	For and on behalf of the Board of Directors		Â
Bengaluru	Sd/-	Sd/-	Â
	Balakrishnan V	Sanjay Nayak	Â
April 22, 2019			Â
	Chairman	Managing Director and CEO	Â
Â			Â
	DIN No: 02825465	DIN No: 01049871	Â

Annexure - 1

FORM NO. AOC -1

(Pursuant to First proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries I associate companies /joint ventures

Part "A": Subsidiaries

(in Rs crore except % of shareholding)

Notes:

1. The annual accounts of the Subsidiary Companies and the related detailed information is made available on the website at https://www.tejasnetworks.com/financial-information-subsidiaries.php

2. Details of reporting currency and the rate used in the preparation of consolidated financial statements.

3. Names of subsidiaries which are yet to commence operations: Tejas Communications (Nigeria) Limited (a subsidiary of Tejas Communication Pte Ltd) is yet to commence its operations.

4. Names of subsidiaries which have been liquidated or sold during the year:

a) Tejas Israel Limited, a wholly owned non-operating foreign subsidiary has been liquidated with effect from November 25, 2018 pursuant to receiving approval from the Registrar of Companies and Partnerships, Israel.

b) vSave Energy Private Limited, a wholly owned non-operating Indian subsidiary has been dissolved with effect from July 28, 2018 pursuant to receiving approval from the Registrar of Companies, Karnataka for dissolution, and striking off the name of this entity.

 Part "B": Associates and Joint Ventures

The Company does not have any Associate or Joint Ventures Companies

Â	Â	For and on behalf of the Board of Directors	Â
Â	Sd/-	Sd/-	Â
Â	Balakrishnan V	Sanjay Nayak	Â
Â	Chairman	CEO and Managing Director	Â
Â	(DIN:02825465)	(DIN:01049871)	Â
Bengaluru	Sd/-	Sd/-	Â
April 22, 2019			Â
	Venkatesh Gadiyar	N R Ravikrishnan	Â
Â	Chief Financial Officer	General Counsel, Chief Compliance Officer and Company Secretary	Â

 

Name of the Subsidiary	Financial Period ended	Reporting currency	Share Capital	Reserves & Surplus	Total Assets	Liabilities	Investments	Turnover	Profit/ (loss) before Taxation	Provision Taxation	Profit/ (loss) after Taxation	Proposed Dividend	% of share holding
Tejas Communication Pte Ltd. Singapore	March 31, 2019	USD	14.22	(0.14)	18.92	5.07	0.23	18.03	0.43	-	0.43	-	100%
Tejas Israel Limited (Refer Note 4a)	March 31,2019	USD	NA	NA	NA	NA	-	-	0.25	-	0.25	-	100%
vSave Energy Private Limited (Refer Note 4b)	March 31,2019	INR	NA	NA	-	-	-	-	-	-	-	-	100%

 

Reporting Currency Reference	For Conversion
	Currency	Average Rate (in Rs)	Closing Rate (in Rs)
Tejas Communication Pte Ltd.	USD	69.90	69.16
Tejas Israel Limited	USD	69.90	69.16

Annexure — 2

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2019, which were not at arm's length basis.

2. Details of material contracts or arrangements or transactions at arm's length basis

The details of material contracts or arrangements or transactions at arm's length basis for the year ended March 31, 2019 are as follows:

(in Rs crore)

Name of related party	Nature of relationship	Nature of contracts /arrangements /transactions	Duration of the contracts /arrangements /transactions	Salient terms1	Amount
Â	Â	Sale of Goods	Ongoing	Based on transfer pricing guidelines	9.39
Tejas Communication Pte. Limited	Wholly-owned subsidiary	Rendering of Services	Ongoing	Based on transfer pricing guidelines	2.34
Â	Â	Reimbursement of expenses	Ongoing	Based on transfer pricing guidelines	10.20
Clonect Solutions Private Limited	Entity where a Director is interested	Professional charges	Ongoing	Service Agreement	0.08
Darwinbox Digital Solutions Private Limited	Entity where a Director is interested	Professional charges	Ongoing	Service Agreement	0.06

'Appropriate approvals have been taken for related party transactions.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Balakrishnan V	Sanjay Nayak.
Chairman	Managing Director and CEO
DIN No: 02825465	DIN No: 01049871

 

Bengaluru

April 22, 2019

Annexure — 3

Form No. MGT-9

Extract of annual return as on the financial year ended on March 31, 2019.

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

i	CIN	L72900KA2000PLC026980
ii	Registration Date	24 April, 2000
iii	Name of the Company	Tejas Networks Limited
iv	Category / Sub-Category of the Company	Company limited by Shares/Non-government company
V	Address of the Registered office and contact details	J P Software Park, Plot No 25, Sy No 13, 14,17,18 Konnapana
		Agrahara Village, Begur Hobli Bengaluru- 560100, Karnataka
		Tel: [phone]
		Fax: [phone]
		Email id: [email protected]
		Website: www.tejasnetworks.com
vi	Whether listed company	Yes /No
vii	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Private Limited
		C- 101, 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli
		(West) Mumbai, 400083.
		Tel: [phone]
		Fax: [phone]
		E-mail: [email protected]
		Website: www.linkintime.co.in

II. Principal Business Activities of The Company

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

•	Name and Description of main products/services	NIC Code of the Product/service	% to total turnover of the Company
1	Manufacture of Communication equipment	263	100

III. Particulars of Holding, Subsidiary and Associate Companies

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

Name of the parties	Country	CIN/GLN	Holding/Subsidiary /Associate	% of shares held as at March 31, 2019
Tejas Communication Pte Ltd. ("TCPL")	Singapore	NA	Subsidiary	100%
Tejas Communications (Nigeria) Limited	Nigeria	NA	Subsidiary of TCPL	100%
vSave Energy Private Limited1	India	U32201KA2013PTC071695	Subsidiary	-
Tejas Israel Limited2	Israel	NA	Subsidiary	-

Note: All the above subsidiaries are as per Section 2(87) of Companies Act, 2013.

'vSave Energy Private Limited has been dissolved with effect from July 28, 2018 pursuant to receiving approval from the Registrar of Companies, Karnataka for dissolution and striking off the name of the Company under Section 248 of the Companies Act, 2013.

2Tejas Israel Limited has been liquidated with effect from November 25, 2018 pursuant to receiving approval from the Registrar of Companies and Partnerships, Israel.

IV. Shareholding Pattern (Equity share capital breakup as percentage of total equity)

i. Category-Wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Denial	Physical	Tolal	% of Tolal Shares	Denial	Physical	Tolal	% of Tolal Shares
A. Promoter	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/ HUF	-	-	-	-	-	-	-	-	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp	-	-	-	-	-	-	-	-	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any Other (Company and Trust)	-	-	-	-	-	-	-	-	-
Sub-total (A) (1):-	-	-	-	-	-	-	-	-	-
2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
g) NRIs-Individuals	-	-	-	-	-	-	-	-	-
h) Other-Individuals	-	Â	Â	Â	Â	Â	Â	Â	-
i) Bodies Corp.	-	-	-	-	-	-	-	-	-
j) Banks / FI	-	-	-	-	-	-	-	-	-
k) Any Other	-	-	-	-	-	-	-	-	-
Sub-total (A) (2):-	-	-	-	-	-	-	-	-	-
Total Promoter Shareholding (A)=(A)(1)+ (A) (2)	-	-	-	-	-	-	-	-	-
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	69,58,379	-	69,58,379	7.66	1,09,00,590	-	1,09,00,590	11.88	4.22
b) Banks / FI	3,30,608	-	3,30,608 0.36		45,797	-	45,797	0.05	(0.31)
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) Foreign institutional Investors/ Foreign Portfolio Investors	1,53,58,124	-	1,53,58,124	16.91	2,29,85,120	-	2,29,85,120	25.06	8.15
h) Foreign Venture Capital Funds	Â	Â	Â	Â	-	-	-	-	Â
i) Others -specify	Â	Â	Â	Â	Â	Â	Â	Â	Â
• Foreign PE and Trusts	-	Â	Â	Â	-	-	-	-	Â
• Alternate Investment Fund	23,38,579	-	23,38,579	2.57	4,32,613	4,32,613	0.47	(2.10)	Â
Sub-total (B)(l)	2,49,85,690	-	2,49,85,690	27.50	3,43,64,120	-	3,43,64,120	37.46	Â
2. Non Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	1,79,55,721	-	1,79,55,721	19.78	34,37,180	34,37,180	3.75	(16.03)	Â
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
(i) Individual Shareholders holding nominal share capital upto Rs 1 lakh	34,85,268	3,44,894	38,30,162	4.22	36,73,977	1,87,153	38,61,130	4.21	(0.01)
(ii) Individual Shareholders holding nominal share capital in excess of Rs 1 lakh	21,53,713	1,38,900	22,92,613	2.52	24,55,937	78,299	25,34,236	2.76	0.24
c) Others(Specify)	-	-	-	-	-	-	-	-	-
• Trust	87,606	96,379	1,83,985	0.20	2	96,379	96,381	0.11	(0.09)
• HUF	1,36,380	1,36,380	0.15	1,55,219	1,55,219	0.17	0.02	Â	Â
• NRI	2,16,462	-	2,16,462	0.24	3,73,506	28,800	4,02,306	0.44	0.20
• Foreign Companies	3,03,24,651	8,01,021	3,11,25,672	34.27	3,66,51,261	3,53,550	3,70,04,811	40.35	6.08
• Clearing members	2,05,507	-	2,05,507	0.23	1,58,248	-	1,58,248	0.17	(0.06)
• Director or Director's Relatives	25,48,124	25,48,124	2.81	33,54,324	-	33,54,324	3.65	0.84	Â
• Employees	71,58,100	1,80,344	73,38,444	8.08	63,07,862	585	63,08,447	6.88	(1.20)
• NBFC registered with RBI	-	-	-	-	41,972	-	41,972	0.05	0.05
• Foreign National	-	-	-	-	1,205	-	1,205	0.00	0.00
Sub-total (B)(2)	6,42,71,532	15,61,538	6,58,33,070	72.50	5,66,10,693	7,44,766	5,73,55,459	62.54	Â
B. Total Public Shareholding (B)=(B)(1)+ (B)(2)	8,92,57,222	15,61,538	9,08,18,760	100.00	9,09,74,813	7,44,766	9,17,19,579	100.00	Â
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	8,92,57,222	15,61,538	9,08,18,760	100.00	9,09,74,813	7,44,766	9,17,19,579	100.00	Â

 

ii. Shareholding of Promoters / Promoter group: Not Applicable since the Company is a professionally managed company and does not have an identifiable promoter either in terms of the SEBI ICDR Regulations or the Companies Act, 2013.

iii. Change in Promoters' Shareholding ( please specify, if there is no change): Not Applicable

iv. Shareholding Pattern of top ten Shareholders as of March 31, 2019 (Other than Directors, Promoters and Holders of GDRs and ADRs)

SL No	Name of The Shareholder	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company'1'	No. of shares	% of total shares of the Company'
1	Cascade Capital Management Mauritius	Â	Â	Â	Â
Â	At the beginning of the year	1,65,13,184	18.18	1,65,13,184	18.00
Â	Purchase(s) during the year	-	-	1,65,13,184	18.00
Â	Sale(s) during the year	-	-	1,65,13,184	18.00
Â	At the end of the year	-	-	1,65,13,184	18.00
2	Samena Spectrum Co	Â	Â	Â	Â
Â	At the beginning of the year	1,39,81,648	15.40	1,39,81,648	15.24
Â	Purchase(s) during the year	-	-	1,39,81,648	15.24
Â	Sale(s) during the year	(45,39,999)	5.00	94,41,649	10.29
Â	At the end of the year	-	-	94,41,649	10.29
3	Mayfield XII, Mauritius	Â	Â	Â	Â
Â	At the beginning of the year	71,06,628	7.83	71,06,628	7.75
Â	Purchase(s) during the year	-	-	71,06,628	7.75
Â	Sale(s) during the year	-	-	71,06,628	7.75
Â	At the end of the year	-	-	71,06,628	7.75
4	Reliance Capital Trustee Co. Ltd	Â	Â	Â	Â
Â	At the beginning of the year	49,63,187	5.46	49,63,187	5.41
Â	Purchase(s) during the year	8,54,567	0.94	58,17,754	6.34
Â	Sale(s) during the year	-	-	58,17,754	6.34
Â	At the end of the year	-	-	58,17,754	6.34
5	Aditya Birla Sun Life Trustee Private Limited	Â	Â	Â	Â
Â	At the beginning of the year	4,17,939	0.46	4,17,939	0.46
Â	Purchase(s) during the year	35,45,582	3.90	39,63,521	4.32
Â	Sale(s) / Transfer(s) during the year	-	-	39,63,521	4.32
Â	At the end of the year	-	-	39,63,521	4.32
6	East Bridge Capital Master Fund I Limited	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	Purchase(s) during the year	37,93,508	4.18	37,93,508	4.14
Â	Sale(s) during the year	-	-	37,93,508	4.14
Â	At the end of the year	-	-	37,93,508	4.14
7	East Bridge Capital Master Fund Limited	Â	Â	Â	Â
Â	At the beginning of the year	35,99,997	3.96	35,99,997	3.93
Â	Purchase(s) during the year	-	-	35,99,997	3.93
Â	Sale(s) during the year	-	-	35,99,997	3.93
Â	At the end of the year	-	-	35,99,997	3.93
8	Sandstone Private Investments	Â	Â	Â	Â
Â	At the beginning of the year	35,89,800	3.95	35,89,800	3.91
Â	Purchase(s) during the year	-	-	35,89,800	3.91
Â	Sale(s) during the year	-	-	35,89,800	3.91
Â	At the end of the year	-	-	35,89,800	3.91
9	Columbia Emerging Markets Fund	Â	Â	Â	Â
Â	At the beginning of the year	19,03,604	2.10	19,03,604	2.08
Â	Purchase(s) during the year	-	-	19,03,604	2.08
Â	Sale(s) during the year	-	-	19,03,604	2.08
Â	At the end of the year	-	-	19,03,604	2.08
10	Abu Dhabi Investment Authority - Behave	Â	Â	Â	Â
Â	At the beginning of the year	18,66,855	2.06	18,66,855	2.04
Â	Purchase(s) during the year	-	-	18,66,855	2.04
Â	Sale(s) during the year	-	-	18,66,855	2.04
Â	At the end of the year	-	-	18,66,855	2.04

'''Percentage calculated on the paid-up share capital (9,08,18,760 shares) as at the beginning of the year (2'Percentage calculated on the paid-up share capital (9,17,19,579 shares) as at the end of the year

v. Shareholding of Directors and Key Managerial Personnel

SL No	Name of the Director/KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the CompanV D	No. of shares	% of total shares of the Company'
1	Sanjay Nayak	Â	Â	Â	Â
Â	At the beginning of the year	24,71,991	2.72	24,71,991	2.70
Â	ESOP's / RSU's exercised during the year	35,000	0.04	25,06,991	2.73
Â	Purchase (s) during the year	7,000	0.01	25,13,991	2.74
Â	Sale(s) during the year	-	-	25,13,991	2.74
L	At the end of the year	Â	Â	25,13,991	2.74
2	Balakrishnan V	Â	Â	Â	Â
Â	At the beginning of the year	76,133	0.08	76,133	0.08
Â	ESOP's / RSU's exercised during the year	-	-	76,133	0.08
Â	Purchase (s) during the year	1,00,000	0.11	1,76,133	0.19
Â	Sale(s) during the year	-	-	1,76,133	0.19
Â	At the end of the year	Â	Â	1,76,133	0.19
3	Arnob Roy	Â	Â	Â	Â
Â	At the beginning of the year	6,64,200	0.73	6,64,200	0.72
Â	ESOP's / RSU's exercised during the year	-	-	6,64,200	0.72
Â	Purchase (s) during the year	-	-	6,64,200	0.72
Â	Sale(s) during the year	-	-	6,64,200	0.72
Â	At the end of the year	Â	Â	6,64,200	0.72
4	Venkatesh Gadiyar	Â	Â	Â	Â
Â	At the beginning of the year	44,000	0.05	44,000	0.05
Â	ESOP's / RSU's exercised during the year	1,01,875	0.11	1,45,875	0.16
Â	Purchase (s) during the year	50,000	0.06	1,95,875	0.21
Â	Sale(s) during the year	-	-	1,95,875	0.21
Â	At the end of the year	-	-	1,95,875	0.21
5	N R Ravikrishnan	Â	Â	Â	Â
I	At the beginning of the year	-	-	-	-
Â	ESOP's / RSU's exercised during the year	3,000	0.003	3,000	0.003
Â	Purchase (s) during the year	-	-	3,000	0.003
Â	Sale(s) during the year	-	-	3,000	0.003
Â	At the end of the year	-	-	3,000	0.003

(1) Percentage calculated on the paid-up share capital (9,08,18,760 shares) as at the beginning of the year

(2) Percentage calculated on the paid-up share capital (9,17,19,579 shares) as at the end of the year

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	Â	Â	Â	Â
i) Principal Amount	-	2.00	-	2.00
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	0.27	-	0.27
Total (i+ii+iii)	-	2.27	-	2.27
Change in Indebtedness during the financial year - Addition	Â	Â	Â	Â
- Reduction	-	1.08	-	1.08
Net Change	-	(1.08)	-	(1.08)
Indebtedness at the end of the financial year	Â	Â	Â	Â
i) Principal Amount	-	1.00	-	1.00
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	0.19	-	0.19
Total (i+ii+iii)	-	1.19	-	1.19

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

in Rs crore

SI. No.	Particulars	CEO & Managing Director	COO & Whole-time Director
		Sanjay Nayak	Arnob Roy*
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	1.67	1.16
1.	(b) Value ol perquisites u/s 17(2) Income-tax Act 1961	0.43	-
Â	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-
2.	Restricted Stock Units A (in No's)	55,000	48,000
3.	Sweat Equity	Â	Â
Â	Commission	-	-
4.	- as % of profit	-	-
Â	- others, specify	-	-
5.	Others, please specify	-	Â
Â	Total	2.10	1.16

The above table is based on actual payments made during the year

Total Remuneration includes fixed pay, performance linked variable pay, retiral benefits and the perquisite value of stock options/RSUs exercised during the period, which was granted during earlier years, determined in accordance with the provisions of the Income Tax Act, 1961. Accordingly the value of stock options/RSUs granted during the period is not included..

* Rs 0.03 crore is the total remuneration paid to Arnob Roy as Executive Director for the period from March 25, 2019 till March 31, 2019

A RSU granted during the year

B. Remuneration to other Directors:

in Rs crore

Particulars of Remuneration	Name of the Directors		Total
	Chairman & Independent Director	Independent Director
	Balakrishnan V	Amb. Leela K Ponappa
Independent Directors	Â	Â	Â
Fee for attending Board / Committee meetings	0.06	0.05	0.11
Commission	0.25	0.13	0.38
Others, please specify	-	-	-
Total	0.31	0.18	0.49

• Dr. Gururaj Deshpande, Shirish Saral and Chetan Gupta being Non-independent and Non-Executive Director are not entitled for remuneration either in the form of sitting fees or commission for the fiscal 2019.

• Chandrashekhar Bhaskar Bhave being an Independent Director joined the Board with effect from March 25, 2019 and hence he is not entitled for remuneration for the fiscal 2019.

Total Managerial Remuneration for the fiscal 2019 is Rs 2.62 crore which is within the overall limit of 11% of net profits of the Company calculated as per section 198 of the Companies Act, 2013.

C. Remuneration to Key Managerial Personnel Other Than MD /Manager AVTD

Â				in Rs crore
SI. No.	Particulars of Remuneration	CFO	Company Secretary & Compliance Officer	General Counsel, Chief Compliance Officer & Company Secretary
		Venkatesh Gadiyar	Krishnakanth G V	N R Ravikrishnan
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0.65	0.14	0.45
1.	(b) Value ol perquisites u/s 17(2) Income-tax Act, 1961	1.81	0.15	0.07
Â	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2.	Restricted Stock UnitsA (in No's)	32,000	-	10,000
3.	Sweat Equity	-	-	-
Â	Commission	-	-	-
4.	- as % of profit	-	-	Â
Â	- others, specify	-	-	Â
5.	Others, please specify	-	-	-
Â	Total	2.46	0.29	0.52

Total Remuneration includes fixed pay, performance linked variable pay, retiral benefits and the perquisite value of stock options/RSUs exercised during the period, which was granted during earlier years, determined in accordance with the provisions of the Income Tax Act, 1961. Accordingly the value of stock options/RSUs granted during the period is not included.

A RSU granted during the year

Note:

• The remuneration of Krishnakanth G V is till the date of his resignation (July 4, 2018) as Company Secretary.

• N R Ravikrishnan was appointed as Company Secretary on July 5, 2018. The above mentioned remuneration includes Rs 0.38 crore as Company Secretary.

VII. Penalties / Punishment/ Compounding of Offences:

There were no Penalties / Punishment/ Compounding of Offences for breach of any section of Companies Act, 2013 against the Company or its Directors or other Officers in default, if any, during fiscal 2019.

• Multi-service micro-OTN switch for cost-effective metro capacity expansion; scalable 96-channel DWDM product with 100G/200G/400G alien wavelength support

• Advanced SDN-ready network management software that enables multi-technology provisioning and management of services across OTN, DWDM, PTN and Ethernet layers from a unified interface

ii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported Nil

(b) the year of import; Nil

(c) whether the technology been fully absorbed Nil if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

The Company continuously evaluates new technologies and invests for making infrastructure more energy efficient. The Company has identified thought leadership areas in knowledge management and collaborative commerce which will in turn help product enhancements and building collaborative commerce across various platforms.

(C) Research & Development (R&D)

The Board understands that the overall success of the Company lies in its R&D efforts. Therefore, continuous R&D investments will be made to enhance designs, hardware optimizations, new technology development and adoption, re-engineering, etc. in the areas that the Company is involved.

Expenditure on R&D for the year ended March 31, 2019 and March 31, 2018 towards development of the Company's products is as follows:

in Rs crore
Particulars	Standalone
	2019	2018
Capital Expenditure	3.36	6.65
Revenue expenditure*	115.51	86.90
Total R&D expenditure	118.87	93.55
Total R&D expenditure/ Standalone Revenue net of taxes and components (%)	13.66%	12.75%

'A portion of the revenue expenditure amounting to Rs 62.43 (March 31, 2018: Rs 48.15) (Refer Note 23 of standalone financials) includes R&D manpower salaries/wages towards product development that has been capitalised in the books of accounts and has been shown as intangible assets under development in compliance with the relevant Indian Accounting Standards (Ind AS). In the previous year financial statements the aforesaid amount has been disclosed separately under eligible capital expenditure.

(D) Foreign Exchange earnings & outgo

Â		in Rs crore
Particulars	Standalone
	2019	2018
Foreign exchange earnings	123.69	203.15
Foreign exchange outgo	286.19	186.59

Annexure - 4

Information pursuant to Section 134 (3)(m) of the Companies Act. 2013 read with Rule 8(3) of the Companies (Accounts) Rules. 2014

Particulars of Energy Conservation, Research and Development, Technology absorption and Foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

(A) Conservation of Energy

(B) Technology Absorption

i. Tejas products are developed with high domestic value-addition through indigenous R&D, in-house IPR creation and local manufacturing. We have a strong commitment to R&D and over 50% of our employees are engaged in R&D activities. Today, all large private telecom operators, telecom PSUs and utilities use Tejas products in their pan-India networks in lieu of imported equipment from foreign multinational companies thereby realizing valuable foreign exchange savings for the country. Tejas is the leading domestic supplier of optical and data networking products for various government projects of national importance, having security/strategic implications such as Bharatnet, defence networks and smart cities. As one of the leading innovators in India's ICT sector, Tejas has generated 349 patents and 270+ semiconductor IPs that underpin our wide range of home-grown telecom products. In addition, Tejas is actively contributing to global 5G standards through its work in India's telecom standards organization (TSDSI) thereby ensuring that Indian requirements are effectively captured in all emerging telecom standards.

Tejas R&D team conceived, designed and developed the following leading-edge products in FY19:

• World's first ultra-converged broadband access/edge platform that integrates gigabit speed fiber broadband (FTTx), LTE-based fixed wireless access, Carrier Ethernet & packet transport functions in one platform

• High-capacity circuit emulation solutions for optical network modernization and legacy DACS (Digital Cross-connect) replacement applications

• Multi-terabit packet and OTN cross-connect with "pay-as-you-grow" scaling using a novel disaggregated leaf-and-spine architecture

The steps taken or impact on conservation of energy;	Upgraded CFL lights to LED lights and AC upgraded to inverter technology which will reduce consumption of energy.
The steps taken by the Company for utilizing alternate sources of energy;	No steps were undertaken by the Company for utilizing alternative sources of energy.
The capital investment on energy conservation equipment;	During year under review, the Company had not made any investment on the energy conservation equipment as the same were not warranted.

Annexure - 5

Secretarial Audit Report

For the financial year ended 31st March 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Tejas Networks Limited

(CIN L72900KA2000PLC026980)

J P Software Park, Plot No 25,

Sy. No.13,14,17,18 Konnapana Agrahara Village,

Begur Hobli, Bengaluru - 560100

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tejas Networks Limited ("Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2019 ("Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for Audit Period, according to the provisions of:

(i) The Companies Act, 2013 and the rules made thereunder ("Act"); (ii) The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder; (iii) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder ("FEMA") to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings [The Company has not raised any External Commercial Borrowings during the Audit Period]; (v) The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") :

a. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Bengaluru April 19, 2019

Note: This report is to be read with my letter of even date which is annexed as Annexure-2 hereto and forms an integral part of this report.

c. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

e. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of

Equity Shares) Regulations, 2009; i. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and

(vi) Other laws informed by the management of the Company as applicable to the Company is enclosed as Annexure-1 hereto.

Further, I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and Bombay Stock Exchange Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the Audit Period, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, etc., mentioned above.

I further report that:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.

- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance (and by complying with prescribed procedure where the meetings are called with less than seven days' notice), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- All decisions at the Board Meetings and Committee Meetings are carried out unanimously, as recorded in the minutes.

I further report that there are systems and processes in the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/-

C. Dwarakanath

Company Secretary in Practice

PCS No: 7723; CP No: 4847

Annexure - 1 to Secretarial Audit Report

List of Other Laws Applicable

A. Corporate laws

1. The Depositories Act, 1996 and regulation and bye-laws thereunder

B. Labour laws

1. Shops & Commercial Establishments Act of applicable states;

2. Child Labour (Prohibition and Regulation) Act, 1986;

3. Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

4. The Contract Labour (Regulation and Abolition) Act, 1970;

5. The Employees' Provident Fund and Miscellaneous Provisions Act, 1952;

6. The Employees' State Insurance Act, 1948;

7. The Employees Compensation Act, 1923;

8. The Equal Remuneration Act, 1976;

9. The Factories Act, 1948;

10. The Industrial Disputes Act, 1947;

11. The Industrial Employment (Standing Orders) Act, 1946;

12. The Maternity Benefit Act, 1961;

13. The Minimum Wages Act, 1948;

14. The Payment of Bonus Act, 1965;

15. The Payment of Gratuity Act, 1972;

16. The Payment of Wages Act, 1936; and

17. The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959

C. Taxation laws

1. The Income Tax Act, 1961;

2. The Customs Act, 1961;

3. The Central Excise Act, 1944;

4. Karnataka Value Added Tax, 2005;

5. Service Tax under Chapter V of the Finance Act, 1994;

6. The Central Sales Tax Act, 1956;

7. The Karnataka Tax on Professions, Trades, Callings and Employment Act, 1976;

8. The West Bengal Tax on Entry of Goods into Local Areas Act, 2012;

9. The Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975; and

10. The West Bengal State Tax on Professions, Trades, Calling and Employments Act, 1979

D. Intellectual property laws

1. The Patents Act, 1970; and

2. The Trade Marks Act, 1999

E. Environmental laws

1. The Water (Prevention and Control of Pollution) Act, 1974;

2. The Air (Prevention and Control of Pollution) Act, 1981;

3. The Environment Protection Act, 1986; and

4. The Water (Prevention & Control of Pollution) Cess Act, 1977 and Water (Prevention & Control of Pollution) Cess Rules, 1978

F. Laws & policies applicable to Telecommunication Sector

1. Notifications dated 10th February 2012 and 5th October 2012 of The Department of Information Technology, Ministry of Communications and Information Technology;

2. Electronic Hardware Technology Park Scheme;

3. Public Procurement Policy for Micro and Small Enterprises Order, 2012;

4. Karnataka Electronic System Design and Manufacturing Policy 2013;

5. Foreign Trade Policy 2015-2020;

6. Service Export from India Scheme;

7. Information Technology Act, 2000;

8. Telecom Regulatory Authority of India Act, 1997;

9. Indian Telegraph Act, 1885;

10. Indian Wireless Telegraphy Act, 1933; and

11. Telegraph Wires (Unlawful Possession) Act, 1950

G. Miscellaneous laws

1. The Prevention of Money Laundering Act, 2002;

2. The Micro, Small and Medium Enterprises Development Act, 2006; and

3. The Competition Act, 2002

Bengaluru

April 19, 2019

 

Sd/-

C. Dwarakanath

Company Secretary in Practice

PCS No: 7723; CP No: 4847

Annexure - 2 to Secretarial Audit Report

To

The Members

Tejas Networks Limited

(CIN L72900KA2000PLC026980)

J P Software Park, Plot No 25,

Sy. No.13,14,17,18 Konnapana Agrahara Village,

Begur Hobli, Bengaluru - 560100

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance ol secretarial records is the responsibility ol the management of the Company. My responsibility is to express an opinion on these secretarial records based on the audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on random test basis to ensure that correct facts are reflected in the secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards etc., is the responsibility of the management of the Company. My examination was limited to the verification of procedures on random test basis.

5. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The list of laws applicable to the Company enclosed as Annexure-1 to the Secretarial Audit Report is as confirmed by the management of the Company. The Secretarial Audit Report is neither an assurance nor a confirmation that the list is exhaustive.

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Bengaluru

April 19, 2019

 

Sd/-

C. Dwarakanath

Company Secretary in Practice

PCS No: 7723; CP No: 4847

Annexure — 6

Report on Corporate Social Responsibility

A brief outline of the Company's Corporate Social Responsibility (CSR) policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

Tejas Networks Limited works towards removing malnutrition, improving healthcare infrastructure, supporting primary education, rehabilitating abandoned women and children, and preserving Indian art and culture. The Company's focus has been to contribute to the sustainable development of the society and environment, and to make our planet a better place for future generations.

The CSR Policy of the Company is available on its website at https://www tejasnetworks.com/policies-codes.php

Vehicle donated to Akshaya Patra Foundation

Tejas' CSR activities will focus on:

- Eradicating extreme hunger, poverty and malnutrition, promoting preventive healthcare and sanitation and making available safe drinking water;

- Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled, and livelihood enhancement projects;

- Ensuring environmental sustainability, ecological balance, and conservation of natural resources and maintaining the quality of soil, air and water;

- Protecting national heritage, art and culture including restoration of buildings and sites of historical importance and works of art.

In pursuance of the CSR Policy, the Company aims to support projects that promote education and therefore contributed to:

1) The Akshaya Patra Foundation, which provides mid-day meals as an attempt to feed the millions of children in India and give them the motivation and nourishment they need to pursue an education and a better future -Amount contributed Rs 0.25 crore

2) The International Institute of Information Technology, Bengaluru, a Deemed University, popularly known as IIITB, established with a vision to contribute to the IT world by focusing on education and research, entrepreneurship and innovation. The Institute is a registered not-for-profit society funded jointly by the Government of Karnataka and the IT industry - Amount contributed Rs 0.25 crore

3) Vinoba Sewa Ashram, Shahjahanpur, Uttar Pradesh, A Grass root Level Organization motivated by Sarvodaya thoughts by serving the rural people since 1980 on Education, Health, Income Generation and Animal Welfare. The Company contributed towards improving school infrastructure of existing government schools in Ghazipur, Uttar Pradesh - Amount contributed Rs 0.18 crore

4) The Aurobindo Society, Puducherry, "Project Inclusion" aims to bring children with hidden disability who are unable to cope-up with the World around by giving them equal and quality education and aims to bring such children in forefront and makes Inclusive education a reality Through Project Inclusion, regular school teachers are trained to identify such students and provide them with right kind of training and education. The "Project Inclusion" operates in states such as Uttar Pradesh, Jharkhand, Chhattisgarh, Uttarakhand, Puducherry, Bihar, Sikkim, Punjab - Amount contributed Rs 0.30 crore

2	The Composition of the CSR Committee as on April 22, 2019	Amb. Leela K Ponappa - Chairperson
		Balakrishnan V - Member
		Sanjay Nayak - Member
		Arnob Roy - Member
3	Average net profit after tax of the Company for last three financial years	Rs 48.75 crore
4	Prescribed CSR Expenditure (two per cent, of the amount as in item 3 above)	Rs 0.98 crore
5	Details of CSR spent during the financial year	Â
a	Total amount to be spent for the financial year	Rs 0.98 crore
b	Amount unspent, if any	Nil

c Manner in which the amount spent during the financial year is detailed below:

Our CSR Responsibilities:

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of the activities in compliance with our CSR objectives.

Â	Â	for and on behalf of the Board of Directors
Â	Â	Â
Bengaluru	Sd/-	Sd/-
April 22, 2019	Amb. Leela K Ponappa	Sanjay Nayak
Â	Chairperson, CSR Committee	Managing Director and CEO

 

Particulars	Details
CSR project or activity identified	1. The Akshaya Patra Foundation
	2. International Institute of Information Technology, Bengaluru
	3. Sri Aurobindo Society, Puducherry
	4. Vinoba Sewa Ashram, Uttar Pradesh
Sector in which the project is covered	CSR contribution is made to educational, research & development, health and infrastructure sectors.
Projects or programme (1) Local area or other (2) Specify the state and district where projects or programs was undertaken	1. The Akshaya Patra Foundation
	2. International Institute of Information Technology - Bengaluru
	3. Sri Aurobindo Society - Puducherry
	4. Vinoba Sewa Ashram - Uttar Pradesh
Amount outlay (budget project or programme wise)	One time
Amount spent on the project or programme Sub Heads; (1) Direct expenditure on projects or programmes (2) Overheads	Rs 0.98 crore
Cumulative expenditure up to the reporting period	Rs 0.98 crore
Amount Spent direct or through implementing agency	The amount were spent through implementing agencies mentioned in point 1 above.

Annexure - 7

Details Of ESOP / Restricted Stock Unit Plan

1. Tejas Networks Limited Employees Stock Option Plan - 2. Tejas Networks Limited Employees Stock Option Plan - 2014 ("ESOP Plan 2014") 2014-A ("ESOP Plan 2014 - A")

The Company pursuant to resolutions passed by the Board and the The Company pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, Shareholders, dated June 27, 2016 and July 25, 2016, respectively has adopted ESOP Plan 2014. ESOP Plan 2014 was subsequently has adopted ESOP Plan 2014-A. ESOP Plan 2014-A was modified pursuant to the Shareholders' resolutions dated March 28, subsequently modified pursuant to the Shareholders resolution 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to dated November 19, 2016. Pursuant to ESOP Plan 2014-A, options acquire Equity Shares may be granted to eligible employees (as defined to qcquire equity shaes may be granted to eligible employees (as in ESOP Plan 2014). The aggregate number of Equity Shares, which may defined in ESOP Plan 2014-A). The aggregate number of Equity be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity shares, which may be issued under ESOP Plan 2014-A, shall not Shares. The ESOP Plan 2014 is compliant with the SEBI Regulations and exceed 20,00,000 Equity Shares. ESOP Plan 2014-A is compliant the Companies Act, 2013. with the SEBI Regulations and the Companies Act, 2013.

The details of the ESOP Plan 2014 as on March 31, 2019 are given below:

Â
Options granted	69,26,635
Options vested	68,69,919
Options exercised	44,21,613
Total number of shares arising as a result of exercise of option	44,21,613
Options lapsed	64,953
Exercise price	Rs 65.00
Variation of terms of options	Pursuant to a resolution of the Board of Directors dated March 2, 2016 and a resolution of the Shareholders dated March 28, 2016, the size of the ESOP pool was amended. Further, pursuant to a resolution of the Board of Directors dated September 23, 2016 and a resolution of the Shareholders dated November 19, 2016, the exercise period under ESOP 2014 was amended in order to ensure compliance with the SEBI Regulations. Further, amendments were made to the definitions of 'employee', 'promoter', 'promoter group' and 'independent director' to ensure compliance with the SEBI Regulations and the Companies Act, 2013.
Money realized by exercise of options	Rs 28.74crore
Total number of options in force	24,40,069
Employee wise details of options granted to: (i) Key managerial personnel	No options were granted to the KMP's during the year
(ii) Any other employee who receives a grant of options amounting to 5% or more of options granted during the year.	Nil
(iii) Identified employees who were granted option equal to or exceeding 1% of the issued capital of the Company at the time of grant.	Nil

The details of the ESOP Plan 2014-A as on March 31, 2019 are given below:

Â
Options granted	19,78,215
Options vested	14,34,700
Options exercised	4,36,841
Total number of shares arising as a result of exercise of option	4,36,841
Options lapsed	64,947
Exercise price	Rs 85/-
Variation of terms of options	Pursuant a resolution of the Board of Directors dated September 23, 2016 and a resolution of the Shareholders dated November 19, 2016, the exercise period under ESOP 2014A was amended in order to ensure compliance with the SEBI Regulations. Further, amendments were made to the definitions of 'employee', 'promoter', 'promoter group' and 'independent director' to ensure compliance with the SEBI ESOP Regulations and the Companies Act, 2013.
Money realized by exercise of options	Rs 3.71 crore
Total number of options in force	14,76,427
Employee wise details of options-granted to: (i) Key managerial personnel	No options were granted to the KMP's during the year
(ii) Any other employee who receives a grant of options amounting to 5% or more of options granted during the year.	Nil
(iii) Identified employees who were granted option equal to or exceeding 1% of the issued capital of the Company at the time of grant.	Nil

3. Tejas Networks Limited Employees Stock Option Plan -2016 ("ESOP Plan 2016")

The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29, 2016, respectively has adopted ESOP 2016. ESOP 2016 was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Pursuant to ESOP 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP 2016). The aggregate number ol Equity Shares, which may be issued under ESOP 2016, shall not exceed 50,00,000 Equity Shares. The ESOP plan 2016 is compliant with the SEBI Regulations and the Companies Act, 2013.

4. Tejas Restricted Stock Unit Plan - 2017 ("RSU 2017")

The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2017 and September 27, 2017, respectively has adopted RSU 2017. The Plan provides alternatives to grant stock units incentives such as RSU's and subject to applicable laws and conditions lor exercise, the Eligible Employees shall be entitled to receive equity shares on exercise ol such RSU's. The total number of RSU's to be granted to the Eligible Employees under RSU 2017 shall not exceed 30,00,000 (Thirty Lakhs). The RSU 2017 is compliant with the SEBI Regulations and the Companies Act, 2013.

The details of the ESOP Plan 2016 as on March 31, 2019 are given below:

Â
Options granted	26,26,415
Options vested	15,49,959
Options exercised	4,81,982
Total number of shares arising as a result of exercise of option	4,81,982
Options lapsed	1,19,888 Weighted average exercise
Exercise price	price of options granted -Rs 86.297-
Variation of terms of options	Pursuant to a resolution of the Board of Directors dated September 23, 2016 and a resolution of the Shareholders dated November 19, 2016, the exercise period under ESOP 2016 was amended in order to ensure compliance with the SEBI Regulations. Further, amendments were made to the definitions of 'employee', 'promoter', 'promoter group' and 'independent director' to ensure compliance with the SEBI ESOP Regulations and the Companies Act, 2013.
Money realized by exercise of options	Rs 4.15 crore
Total number of options in force	20,24,545
Employee wise details of options granted to: (i) Key managerial personnel	No options were granted to the KMP's during the year
(ii) Any other employee who receives a grant of options amounting to 5% or more of options granted during the year.	Nil
(iii) Identified employees who were granted option equal to or exceeding 1% of the issued capital of the Company at the time of grant.	Nil

The details of the RSU 2017 as on March 31, 2019 are given below:

RSU 201 7
RSU granted	10,43,340
RSU vested	8,622
RSU exercised	4,127
Total number of shares arising as a result of exercise of RSU	4,127
RSU lapsed*	18,290
Exercise price	10.00
Variation of terms of RSU	Nil
Money realized by exercise of RSU	Rs 41,270/-
Total number of units in force	10,20,923
Employee-wise detail of Sanjay Nayak	55,000
RSU's granted to: Arnob Roy	48,000
(i) Key managerial Venkatesh Gadiyar	32,000
personnel N R Ravikrishnan	10,000
(ii) Any other employee who receives a grant of RSU amounting to 5% Nil or more of RSU granted during the year.	Â
(iii) Identified employees who were granted RSU equal to or exceeding 1% of the issued capital of the Company at the time of grant.	Â

Note: The Company does not intend to grant further ESOPs to employees as it had formulated the Restricted Stock Unit Plan.

*RSU lapsed can be re-issued and will form part of RSU pool to be granted

# RSU granted amounting to 5.45% of the total RSU granted during the year.

Annexure - 8

1.Particulars of Employees

As prescribed in Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each Director to the median employee's remuneration is required to be disclosed in the Director's Report. The tables below specify the details of remuneration of the Directors and Key Managerial Personnel, in compliance with the above stated provisions.

Particulars	Disclosures
The ratio of the remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year	13.38
Â	Sanjay Nayak - Managing Director and Chief Executive 29.38% Officer
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year (based on actual payments during the year)	Arnob Roy - Whole-time Director and Chief Operating 25.22% Officer"
	Venkatesh Gadiyar - Chief Financial Officer 36.32%
	N R Ravikrishnan - Company Secretary* 18.14%
	Krishnakanth G V - Company Secretary*
The percentage increase in the median remuneration of employees in the financial year	3.04%
The number of permanent employees on the rolls of Company as of March 31, 2019	765
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:	Average salary increment of the employees excluding KMPs was 9.58% over the previous year. The average salary increment of the KMPs was 27.80% over the previous year. The salary increase for KMPs was higher so as to align to industry benchmark levels.
Affirmation that the remuneration is as per the remuneration policy of the Company	Yes

Notes: Computed on the basis of cost to the Company, and does not include the perquisite value of stock options exercised or the value of stock options/ RSUs granted during the period.

"Arnob Roy appointed as Whole-time Director and designated as Chief Operating Officer of the Company with effect from March 25, 2019

"N R Ravikrishnan appointed as Company Secretary with effect from July 5, 2018

G V Krishnakanth resigned as Company Secretary with effect from closing of business hours of July 4, 2018

"Overall headcount increased by 58 employees during the year, majority were hired at entry level

Employee Name	Designation	Age	Educational Qualification	Experience in years	Location	Date of C ommencement of employment	Gross Remuneration (in Rs)	Perquisites on exercise of stock options (in Rs)	Total Remuneration (in Rs)	Previous Employment and Designation
Venkatesh Gadiyar1	Chief Financial Officer	51	CA MS. ECE, North Carolina	27	India	03-Jul-13	64,66,716	1,81,35,438	2,46,02,154	Infosys Ltd, Associate Vice President
Sanjay Nayak2	CEO & Managing Director	55	State University Raleigh, USA	32	India	06-May-OO	1,67,66,712	42,61,875	2,10,28,587	Synopsys India, Managing Director
Harmeet Singh	Senior Vice-President Sales, USA	51	Btech IIT Kanpur, PhD University of Maryland, USA	23	USA	01-Jan-07	1,36,43,606	-	1,36,43,606	Optovia Corporation.USA, CEO
Milind M Kulkarni3	Vice President -R&D	51	MTech in EEE IIT, Mumbai	27	India	17-Apr-02	77,28,972	42,10,625	1,19,39,597	Sycamore Networks, Senior Hardware Engineer
Kumar N Sivarajan4	Chief Technology Officer	53	MS. & PhD, EE, California University, USA	28	India	01-May-00	1,12,53,179	4,12,172	1,16,65,351	Indian Institute Of Science, Associate Professor.
Arnob Roy	Chief Operating Officer	56	MS. CS, University of Nebraska, Lincoln, USA	30	India	10-May-00	1,16,06,540	-	1,16,06,540	Synopsys India, Senior Manager.
Prasad K S5	Group Director -Pre Sales	46	B.E in EC.	25	India	04-Aug-06	53,14,473	56,40,915	1,09,55,388	ECI Telecom India Ltd, Head Projects
Mohan Shyam Dubey6	Vice President -Sales	49	Diploma, Delhi	30	India	17-Mar-08	75,51,337	34,12,651	1,09,63,988	HFCL, General Manger
Shirish Purohit7	Head-Sales (India and Emerging Markets)	56	MTech, IIT Madras	32	India	01-Mar-12	74,82,072	34,66,539	1,09,48,611	Midas Communication Technologies Pvt Ltd, CEO
Murali R8	Group Advisor -Business Planning	70	CA	35	India	28-Aug-06	36,52,107	62,66,250	99,18,357	Sundaram Clayton Ltd, Senior Vice President

II. Top 10 Employees on rolls of the Company in terms of remuneration drawn during fiscal 2019:

'Perquisite value on the exercise of 1,01,875 ESOP's during fiscal 2019. Perquisite value on the exercise of 35,000 ESOP's during fiscal 2019. Perquisite value on the exercise of 17,990 ESOP's during fiscal 2019. ^Perquisite value on the exercise of 5,625 ESOP's during fiscal 2019. Perquisite value on the exercise of 29,250 ESOP's during fiscal 2019. 6Perquisite value on the exercise of 15,812 ESOP's during fiscal 2019. Perquisite value on the exercise of 21,250 ESOP's during fiscal 2019. 8Perquisite value on the exercise of 50,000 ESOP's during fiscal 2019.

Note:

The above table II is based on pay outs made during the year. Gross remuneration includes fixed pay, performance linked variable pay and retired benefits. Perquisite include the perquisite value of stock options/ RSUs exercised during the period, which was granted during earlier years, determined in accordance with the provisions of the Income Tax Act, 1961. Accordingly the value of stock options/RSUs granted during the veriod is not included.

Name of the Policy /Codes/ Charters	Brief Description	Web link
Risk Management Policy	The Policy encompasses policies and procedures relating to the risk management mechanism of the Company.	https://www. tejasnetworks.com/ main-control/download/Risk-assessment-and-Management-and-mitigation-policy-and-procedures.pdf https://www. tejasnetworks.com/ main-control/download/Document-rentension-and-Archival-Policy.pdf
Policy on Archival and Preservation of Documents	The policy deals with the retention and archival of records of the Company.
Policy on Material subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	https://www. tejasnetworks.com/ main-control/download/Policy-on-determing-material-subsidiaries.pdf
Corporate Social Responsibility Policy	The policy outlines the Company's strategy to contribute to the sustainable development of the society and environment and to make our planet a better place for future generations.	https://www. tejasnetworks.com/ main-control/download/CSR-Policy pdf
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive / Non- Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.	https://www. tejasnetworks.com/ main-control/download/NRC-Policy pdf
Whistle Blower Policy and Vigil Mechanism	The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behaviour.	https://www. tejasnetworks.com/ main-control/download/Whistle-blower-Policy.pdf
Policy on Board Diversity	The policy sets out a framework to promote diversity on Company's Board of Directors.	https://www. tejasnetworks.com/ main-control/download/Policy-on-Board-diversity.pdf
Policy for Determining Material Related Party Transaction	The Policy is to determine the 'materiality' of Related Party Transaction and to provide a governance framework thereof.	https://www. tejasnetworks.com/ main-control/download/Policy-for-determining- Related- Party-transaction.pdf

Annexure — 9

Board Governance Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires adoption of certain Policies /Codes/Charters for all listed companies. These Policies /Codes/Charters are reviewed periodically by the Board based on the requirements. In line with this, the Board during the year under review has revised certain Policies /Codes/Charters

The policies that were adopted by the Board are as follows:

Dividend Distribution Policy	This policy sets out the parameters and circumstances including external and internal factors and financial parameters that will be taken into account by the Board of Directors of the Company in determining the distribution of dividend and also the circumstances under which the Shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized.	https://www. tejasnetworks.com/ main-control/download/Dividend-Distribution-Policy.pdf
Policy for determining Material events	The Policy is to determine the materiality of events /information of the Company for the purpose of disclosure to the stock exchanges on which the Company's shares are listed and to provide frame work relating to disclosure of such information.	https://www. tejasnetworks.com/ main-control/download/Policy-for-Determining-Materiality-of-Events.pdf
Code of Conduct and Ethics	This Code shall provide, inter alia, a guide for professional conduct for all the Directors and Employees and to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning and in compliance with the applicable laws.	https://www. tejasnetworks.com/ main-control/download/Code-of-Conduct-and-Ethics.pdf
Code of Conduct for Insider Trading	The policy provides the framework in dealing securities of the Company.	https://www. tejasnetworks.com/ main-control/download/Code-of-Conduct-for-Insider-Trading.pdf
Code of practices and procedures for fair disclosure of Unpublished price sensitive information	The Code ensures timely and adequate disclosure of Unpublished Price Sensitive Information as defined in Regulation 2(n) of the Regulations ("Unpublished Price Sensitive Information" or "UPSI by the Company, its subsidiaries and associates and other stakeholders.	https://www. tejasnetworks.com/ main-control/download/Code-of-Practices-and- Procedures- for- Fair-disclosure-of-UPSI.pdf
Supplier Code of Conduct	This Code seeks to establish Tejas' expectations from its suppliers in relation to the ethical, social and environmental risks, opportunities & working conditions that the supplier provides to its employees.	https://www. tejasnetworks.com/ main-control/download/Supplier%20 Code%20of%20Conduct.pdf

 

---

Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company or “Tejas”), along with the audited financial statements for the financial year ended March 31, 2018. The consolidated performance of the Company has been referred to wherever required.

1. Results of our operations and state of affairs

in Rs. crore except per share data

Particulars	Standalone		Consolidated
	2018	2017	2018		2017
Revenue from operations 1	761.07	919.72		767.44	932.58
Other Income	27.22	7.13		27.83	8.66
Total income	788.29	926.85		795.27	941.24
Expenses
Cost of materials consumed	382.30	515.39		382.42	514.05
Excise duty	17.64	57.95		17.64	57.95
Employee benefit expense	88.65	81.67		92.26	84.69
Finance costs	13.45	31.09		13.40	31.81
Depreciation and amortization expense	61.27	56.42		61.27	56.42
Other expenses	118.34	110.18		122.24	112.16
Total expenses	681.65	852.70		689.23	857.08
Profit before exceptional items and tax	106.64	74.15		106.04	84.16
Exceptional Item	-	30.47		-	30.47
Profit before tax	106.64	43.68		106.04	53.69
Income tax expense
Current tax	23.78	1.20		23.78	1.20
Deferred tax (benefit)	(24.26)	(40.49)		(24.26)	(40.49)
Total tax expense	(0.48)	(39.29)		(0.48)	(39.29)
Profit after tax	107.12	82.97		106.52	92.98
Other comprehensive income
Items that will not be reclassified to profit or loss	(1.61)	0.30		(1.61)	0.30
Items that will be reclassified to profit or loss	-	-		(0.15)	0.28
Total comprehensive income for the period	105.51	83.27		104.76	93.56
Retained earnings- opening balance	14.88	(68.39)		15.86	(77.42)
Add: Transferred from other reserve	0.20			0.20
Less: Items that will be reclassified to profit or loss	-	-		(0.15)	0.28
Retained earnings- closing balance	120.59	14.88		120.97	15.86
Earnings per equity share
Equity shares of par value Rs.10 each
Basic	12.48	12.58		12.41	14.09
Diluted	11.79	12.58		11.73	14.09

(1)Revenue from operations for the year ended March 31, 2017 was inclusive of excise duty of Rs. 57.95 crore. Post introduction of Goods and Services Tax (GST), effective July 1, 2017 revenue from operations for the year ended March 31, 2018 is net of the related GST Rs. 70.56 crore. Accordingly, the revenue from operations is not strictly comparable.

Financial Position in Rs. crore

Particulars	Standalone		Consolidated
	2018	2017	2018	2017
Bank balances and deposits with maturity up to three months	213.48	29.86	214.19	31.06
Bank balances other than above
Current	21.76	39.96	21.76	39.96
Deposits with original maturity of more than twelve months	0.04	99.21	0.04	99.21
Investment in mutual funds	76.52	-	76.52	-
Deposits with financial institutions disclosed under other current financial assets	205.00	-	205.00	-
Cash and cash equivalents including margin money	516.80	169.03	517.51	170.23
less: Balances held as margin money or security against borrowings or guarantees	(4.81)	(47.90)	(4.81)	(47.90)
Cash and cash equivalents excluding margin money	511.99	121.13	512.70	122.33
Net current assets(1)	317.10	498.98	327.42	503.63
Property, plant and equipment	35.98	27.99	35.98	27.99
Intangible assets (including under development)	85.60	83.38	85.60	82.71
Other non-current assets(2)	204.64	144.40	193.79	139.86
Total assets	1,155.31	875.88	1,155.49	876.52
Borrowings®	2.27	281.47	2.27	281.48
Non-current provisions	1.14	2.10	1.14	2.10
Total equity	1,151.90	592.31	1,152.08	592.94
Total equity and borrowings	1,155.31	875.88	1,155.49	876.52

(1) current assets net of current liabilities as disclosed in balance sheet excluding the bank balances considered as cash and cash equivalents

(2) excluding bank balances considered as cash and cash equivalents

(3) including current borrowings and current maturities of long-term debt

Revenues

- Standalone

Our net revenues (net of taxes and component sales) from operations on a standalone basis declined by 9.3% to Rs.733.50 crore in fiscal 2018. Our domestic and export revenues comprise of 82% and 18% respectively. Out of total revenue, 82% (previous year 65%) came from India, 6% (previous year 13%) came from Americas and 12% (previous year 22%) came from Rest of the World.

- Consolidated

Our net revenues (net of taxes and component sales) from operations on a consolidated basis declined by 9.6% to Rs.739.87 crore in fiscal 2018. Our domestic and export revenues comprise of 82% and 18% respectively. Out of total revenue, 82% (previous year 65%) came from India, 6% (previous year 13%) came from Americas and 12% (previous year 22%) came from Rest of the World.

Exceptional items

- Standalone and Consolidated

During FY 2017, we have reassessed the marketability of our inproduction intangible assets for the development costs of our wireless products and after considering various factors such as technological obsolescence, that require revision in the existing products, we have written off accumulated costs relating to past salaries of the wireless product development team, amounting to Rs.30.47 crore.

Profits

- Standalone

Our gross profit on a standalone basis amounted to Rs.292.33 crore (39.9% of net revenue) as against Rs.296.92 crore (36.7% of net revenue) in the previous year. The gross and net research and development costs were 11.8% and 5.1% of our net revenue for the year ended March 31, 2018 as compared to 9.6% and 4.6% for the year ended March 31, 2017. Selling and marketing costs were 10.4% (previous year 8.7%) of our net revenue for the year ended March 31, 2018. The general and administrative expenses were 3.3% (previous year 3.8%) of our net revenue for the year ended March 31, 2018. The operating profit amounted to Rs.92.87 crore (12.7% of net revenue) as against Rs.102.69 crore (12.7% of net revenue) in the previous year. The profit before tax was Rs.106.64 crore (14.5% of net revenue) as against Rs.43.68 crore (5.4% of net revenue) in the previous year. The net profit was Rs.107.12 crore (14.6% of net revenue) as against Rs.82.97 crore (10.3% of net revenue) in the previous year.

- Consolidated

Our gross profit on a consolidated basis amounted to Rs.298.42 crore (40.3% of net revenue) as against Rs.310.42 crore (37.9% of net revenue) in the previous year. The gross and net research and development costs were 11.7% and 5.1% of our net revenue for the year ended March 31, 2018 as compared to 9.4% and 4.5% for the year ended March 31, 2017. Selling and marketing costs were 11.2% (previous year 8.9%) of our net revenue for the year ended March 31, 2018. The general and administrative expenses were 3.4% (previous year 3.9%) of our revenue for the year ended March 31, 2018. The operating profit amounted to Rs.91.60 crore (12.4% of net revenue) as against Rs.112.01 crore (13.7% of net revenue) in the previous year. The profit before tax was Rs.106.04 crore (14.3% of net revenue) as against Rs.53.69 crore (6.6% of net revenue) in the previous year. The net profit was Rs.106.52 crore (14.4% of net revenue) as against Rs.92.98 crore (11.4% of net revenue) in the previous year.

Capital Expenditure on tangible assets

- Standalone and Consolidated

On a standalone and consolidated basis, during the year, we incurred Tangible capital expenditure of Rs.18.27 crore (previous year Rs.8.11 crore), comprising Rs.7.53 crore in R&D cards (previous year - Nil), Rs.5.67 crore in Laboratory equipment (previous year Rs.4.81 crore), Rs.2.54 crore in Computing equipment (previous year Rs.1.01 crore), Rs.0.89 crore in Furniture and Fixtures (previous year Rs.0.59 crore), Rs.0.55 crore in Servers (previous year Rs.0.48 crore), Rs.0.46 crore in Electrical installation (previous year Rs.0.96 crore), Rs.0.31 crore in Office equipment (previous year Rs.0.18 crore), Rs.0.19 crore in Vehicles (previous year - Nil) and Rs.0.13 crore in Networking equipment (previous year Rs.0.08 crore).

Liquidity

We are practically a debt-free Company and maintain sufficient cash to meet our business requirements. Our principal source of liquidity are cash and cash equivalents and the cash flow we generate from the business. We clearly understand that the liquidity in the Balance Sheet need to cover financial and business risks and support future growth.

We have cash and cash equivalents of Rs.511.99 crore on standalone basis and Rs.512.70 crore on a consolidated basis for the year ended March 31, 2018 when compared to liquid assets of Rs.121.13 crore on standalone basis and Rs.122.23 crore on a consolidated basis for the year ended March 31, 2017.

The cash and cash equivalents on both standalone and consolidated basis include balance with banks, investment in liquid mutual funds and deposits with financial institutions. The details of these investments and deposits are disclosed under the ‘current investments and current financial assets’ section in the standalone and consolidated financial statements in this Annual report.

Earnings Per Share

Basic earnings per share declined by 0.8% to Rs.12.48 (previous year Rs.12.58) at standalone level and by 11.9% to Rs.12.41 (previous year Rs.14.09) on consolidated basis primarily towards issuance of shares at IPO.

Dividend

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the Shareholders. They periodically review the Company’s ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company. Accordingly, the Board of Directors take into account various factors including current and future earnings projections, current and future cash flow projections, capital expenditure requirements for current and future projects, contingencies, regulatory, political, economic factors while making a determination to transfer retained earnings to reserves in entirety or partially for a given year and to consequently distribute dividend if any. The Board of Directors have not recommended any dividend for the year ended March 31, 2018.

The Board of Directors at its meeting held on April 24, 2018 in accordance with Clause 43A of the Listing regulations, adopted a dividend distribution policy setting out the parameters and circumstances including external and internal factors and financial parameters that will be taken into account in determining the distribution of dividend and also the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized. Subject to these parameters, the Board may distribute dividend upto 25 % of the free cash flow of the corresponding financial year subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under Ind AS. Dividend payout includes Dividend Distribution Tax (DDT).

The details of Dividend Distribution Policy is available on the Company’s website at https://www.tejasnetworks.com/main-control/ download/Dividend-Distribution-Policy.pdf

Share Capital

During the year under review, the Company has issued 25,75,622 equity shares consequent to the exercise of the employee stock options into equity shares by the eligible employees of the company and issued 1,75,09,727 equity shares at IPO and hence the outstanding paid up equity share capital stands at Rs.90,81,87,600 comprising of 9,08,18,760 equity shares of Rs.10/ each fully paid up as on March 31, 2018.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to financial statements provided in the Annual Report.

Transfer to Reserves

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs.107.12 crore on a standalone basis and Rs.106.52 crore on a consolidated basis is proposed to be retained in the profit and loss account.

Fixed Deposits

We have not accepted any fixed deposit including from the public and, as such, no amount of principal or interest was outstanding as of the date of the Balance sheet.

Particulars of Contracts or Arrangements Made with Related Parties

All contracts / arrangements / transactions entered into during the financial year with the related parties were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee for their review on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is available at the Company’s website at https://www. tejasnetworks. com/main-control/download/Policy-for-determining-Related-Party-transaction.pdf Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is attached as ‘Annexure 2’ to the Board’s report.

Transition to Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For our Company, Ind AS was applicable from April 1, 2017 and the same was complied, with a transition date of April 1, 2016 and IGAAP as the previous GAAP

The following are the areas which had an impact on account of transition to Ind AS:

- Recording of deferred taxes.

- Fair valuation of certain financial instruments.

- Employee costs pertaining to defined benefit obligations.

- Discounting of certain long-term financial assets and liabilities.

- Share-based payments

The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note 34 in the notes to accounts in the standalone and consolidated financial statements.

Initial Public Offer (IPO)

The Company has undertaken Initial Public Offer of 3,02,21,332 Equity Shares for a cash price of Rs.257/- per share including a premium of Rs.247/- per share aggregating to Rs.776.69 crore, comprising a fresh issue of 1,75,09,727 Equity Shares aggregating to Rs.450.00 crore and an offer for sale of 1,27,11,605 Equity Shares by the selling shareholders, aggregating to Rs.326.69 crore. The Company equity shares are listed in the National Stock Exchange of India Limited (Scrip Code No: TEJASNET) and BSE Limited (Scrip Code No: 540595) with effect from June 27, 2017. The details of the utilization of the proceeds from the IPO is given in Note No. 38 to financial statements provided in this Annual Report. The Company has not deviated from the objects of the IPO as mentioned in the Prospectus with respect to the utilization of the proceeds from the IPO. The listing fees for the fiscal 2019 are already paid to the stock exchanges.

Risk management

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels, including documentation and reporting. The Company has formulated a Risk Management Policy and is available on the Company’s website at https://www. tejasnetworks. com/main-control/download/Risk-assessment-and-Management-and-mitigation-policy-and-procedures.pdf

According to Regulation 21 (5) of the Listing Regulations the provisions of Risk Management Committee shall be applicable to top 100 listed entities determined on the basis of market capitalization. As our Company is not in the top 100 listed entities for the year ended March 31, 2018, the Board at its meeting held on April 24, 2018 merged the Risk Management Committee with Audit Committee.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

- Dividend Distribution Policy - The Board, at its meeting held on April 24, 2018, approved the Dividend Distribution Policy in accordance with the Regulation 43A of SEBI Listing Regulations. The policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The details of Dividend Distribution Policy is available on the Company’s website at https://www.tejasnetworks.com/main-control/download/Dividend-Distribution-Policy.pdf

- Additional Director - Appointed Mr. Chetan Gupta as an Additional Director of the Company by the Board at its meeting held on April 24, 2018. His appointment as a Non-Executive and Non Independent director is subject to the approval of the shareholders in this AGM and forms part of the Notice to the Members.

- Vacation of Office - Mr. Shirish Saraf vacated his office as a NonExecutive and Non-Independent Director of the Company due to operation of law with effect from April 24, 2018.

- Merger of the Risk Management Committee with Audit Committee.

2. Company’s Overview

Tejas Networks is an India-based optical and data networking products Company Tejas designs, develops and sells high-performance and cost-competitive products to telecommunications service providers, internet service providers, utilities, defence and government entities in over 70 countries. Tejas products utilize programmable software-defined hardware architecture with a common software code-base that delivers an app-like ease of development and upgrades of new features and technology standards. Tejas is ranked amongst top-10 suppliers in the global optical aggregation segment. A strong brand name coupled with long-standing client relationships help us to be the employer of choice. Expertise in lean automation and continuous improvement help us increase productivity and being more for the client. Tejas seeks to differentiate in the market by delivering business value through deep domain expertise and technology prowess.

Subsidiaries

Our company has 4 subsidiaries as on March 31, 2018

- Tejas Communication Pte. Limited (‘TCPL)

- Tejas Communications (Nigeria) Limited (Subsidiary of TCPL)

- vSave Energy Private Limited

- Tejas (Israel ) Limited

No Company has become or ceased to be joint venture or associate company during the year within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached as ‘Annexure 1’ which forms part of this report. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and seperate financial accounts in respect of subsidiaries, are available on the website of the Company at https://www. tejasnetworks.com/ financial-information-subsidiaries.php

Striking off and closure of unlisted wholly-owned subsidiaries (India/ Overseas) during the year

- Striking off the name of the Company - vSave Energy Private Limited

vSave Energy Private Limited was incorporated on November 06, 2013 as a Private Limited Company under Companies Act 1956 and as a wholly owned subsidiary with a paid up capital of Rs.0.14 crore. The Company has discontinued its operations for the last two years and does not intend to carry on any activity in future and thus made an application with Registrar of Companies, Bengaluru on December 06, 2017 under Section 248(2) of the Companies Act, 2013 for removal of name of the Company and is awaiting necessary approvals towards the same. We have made a provision for investment in financials amounting to Rs.0.14 crore for the year ended March 31, 2018.

- Closure of the company - Tejas (Israel) Limited

The Company incorporated a wholly owned subsidiary under the State Laws of Israel under the name and style as Tejas Israel Ltd on December 28, 2009 with 9,00,000 Ordinary Shares. During the year ending March 31, 2013 we have made the provision for investment in Tejas Israel. The Company has discontinued its operations for the last few years and does not intend to carry on any activity in future, the Company has decided to windup the operations. Hence, during the year, the Company has filed necessary application with the respective authorities in Israel and is awaiting necessary approvals towards the same.

3. Human Resource Management

Several key initiatives on the Human Resources (HR) front were initiated during the financial year through a three pronged approach - Culture, Capability and Capacity. The focus for Talent Acquisition from campuses of key institutes was aimed at better industry institute collaboration and building sustained relationships with them. Focus on right staffing and skilling was given greater emphasis for the purposes of spreading the organization’s global footprint. Employee Engagement gained sharper focus with initiatives such as quarterly all hands meet, Women friendly policies were introduced like increased maternity leave, Adoption Leave, Paternity Leave etc., The Company undertook implementation of HRIS application suite - Darwin Box for enabling efficient and cost effective HR systems with the objective of improving the quality of analytics available to help in enhancing the quality of decision making with regards to people and processes throughout the employee life cycle.

Particulars of employees

The ratio of the remuneration of each Director and key managerial personnel (KMP) to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in ‘Annexure 8’ which forms part of the Board’s Report.

Additionally, the following details form part of Annexure 8 to the Board’s Report:

- Statement containing the names of top 10 employees in terms of remuneration drawn

- Details of employees posted in India throughout the year and in receipt of a remuneration of Rs.1.02 crore or more per annum

- Details of employees posted in India for part of the year and in receipt of Rs.8.5 lakhs or more a month

- The details of employees posted outside India and in receipt of a remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more a month can be made available on request.

Employee Stock Options (ESOP) / Restricted Stock Units (RSU)

The Company has the following ESOP / RSU Schemes in force:

i. Tejas Networks Limited Employees Stock Option Plan - 2014 (“ESOP Plan 2014”);

ii. Tejas Networks Limited Employees Stock Option Plan -2014-A (“ESOP Plan 2014 - A”);

iii. Tejas Networks Limited Employees Stock Option Plan - 2016 (“ESOP Plan 2016”);

iv. Tejas Restricted Stock Unit Plan 2017 (“RSU 2017”).

The details of the ESOP / RSU Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, are provided in ‘Annexure 7’, which forms part of the Board’s Report. Further during the year the Company has implemented the Restricted Stock Unit Plan. Hence, after implementation of the RSU plan, Company did not grant any new options from the pool available from the current ESOP Schemes.

The details of the ESOP / RSU Plans and the disclosure as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, is available on the Company’s website at http:// www.tejasnetworks.com/other-documents.php

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

We have a mechanism in place to foster a positive work place environment free from harassment of any nature. We have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the work place. We follow a gender-neutral approach in handling complaints of sexual harassment. Our ASHI policy applies to everyone involved in the operations of the Company, including vendors and clients.

We have also constituted an Internal Complaints Committee (ICC) in all locations across India to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The cases are heard and resolved by an independent group.

Our whistleblower policy assures complete anonymity and confidentiality of information to the reporting individual.

Keeping the objective of fostering a positive work place environment and free from harassment, we conduct the following awareness campaigns:

- Orientation of new joinees on the Anti-Sexual Harassment Initiative (ASHI).

- ASHI awareness session for our contractual staff.

The details of ASHI cases for the financial year ended March 31, 2018:

Number of cases filed	Nil
Disposal by conciliation	Nil
Disposal by disciplinary action(s)	Nil

4. Corporate Governance

Our Corporate Governance philosophy is about maximizing shareholder value legally, ethically and sustainably At Tejas, the goal of corporate governance is to ensure fairness to every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate governance report for the financial year ended March 31, 2018 forms part of this Annual Report. We wish to state that the Company has complied with all norms of corporate governance applicable to Listed Public Companies as envisaged under the Companies Act, 2013 and in the SEBI Listing Regulations.

Number of meetings of the Board

The Board met eight times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 read with SEBI Listing Regulations.

Policy on directors’ appointment and remuneration

The current policy is to have an appropriate mix of Executive, NonExecutive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board consists of five members (two Non-Executive and Non-Independent, one Executive, and two NonExecutive Independent directors).

The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company at http://www.tejasnetworks.com/policies-codes.php. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company

Declaration by independent directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 stating that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6).

Board evaluation

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013, based on the Criteria for Evaluation laid down by the Nomination and Remuneration Committee and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The manner in which the evaluation was carried out and the process adopted has been given in the Corporate Governance Report.

Directors and Key Managerial Personnel Inductions

Mr. Chetan Gupta was appointed as Additional Director by the Board in its meeting held on April 24, 2018. The Board recommends his appointment as Non-Executive and Non-Independent Director of the Company liable to retire by rotation.

Re-appointment

- Dr. Gururaj Deshpande, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment as NonExecutive and Non-Independent Director of the Company The Board recommends his re-appointment as Non-Executive and Non-Independent Director of the Company liable to retire by rotation.

- Amb. Leela K Ponappa is being re-appointed as Non-Executive and Independent Director for a second term of 5 years with effect from February 16, 2018. The Board recommends her re-appointment as Independent Director of the Company not liable to retire by rotation.

Vacation of Office

Mr. Shirish Saraf vacated his office as Director of the Company by operation of law with effect from April 24, 2018.

Other than the above, there were no changes in the Directors / Key Management Personnel as on the date of this report.

Committees of the Board

The Company has the following four committees namely: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. The composition, functions, scope, number of meetings held and attended by the members, etc., of each committee are furnished in the Corporate governance report which forms part of the this Annual Report. There were no instances where the Board did not consider the recommendations made by the Audit Committee under section 177(8) of Companies Act, 2013.

In accordance with the Regulation 21 (5) of the Listing Regulations the provisions of Risk Management Committee shall be applicable to top 100 listed entities, determined on the basis of market capitalization. As our Company is not in the top 100 listed entities as on March 31, 2018, the Board at its meeting held on April 24, 2018 merged the Risk Management Committee with Audit Committee.

Internal Financial controls and its adequacy

The Company has adequate Internal Controls with proper checks and balances to ensure that transactions are properly authorized, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budgets on an ongoing basis. The Company’s has appointed an independent auditors M/s. Singhvi, Dev and Unni, Chartered Accountants as Internal Auditors to reviews the controls across the key processes and they submit reports periodically to the Management and significant observations are also presented to the Audit Committee for review. There is also a follow up mechanism to monitor implementation of the various recommendations.

Significant and material orders

In July, 2017, the Income Tax Department initiated proceedings under Section 132 of the Income tax Act, 1961 and had issued a restraint order on certain bank accounts and deposits of the Company and later the restraint order was withdrawn. The Company and its officials fully co-operated with the Income Tax Department. As on date, there is no demand raised by the Income Tax Department.

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

Governance policies

The details of the policies approved by the Board and adopted by the Board are provided in ‘Annexure 9’ to the Board’s report

Management’s Discussion and Analysis

In terms of provisions of Regulation 34 of the Listing Regulations, the Management’s Discussion and Analysis is set out in this Annual Report.

Reporting of fraud by auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the audit committee under Section 143 of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

Annual return

The extract of Annual Return in Form No. MGT-9 as required under under Section 134(3)(a) of the Companies Act, 2013 for the financial year ending March 31, 2018 is annexed hereto as ‘Annexure 3’ and forms part of this report. A copy of the Annual Return has also been placed on the website of the Company at http://www. tejasnetworks. com/other-documents.php

Secretarial Standards

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Directors’ responsibility statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Pursuant to the provisions contained in Section 134(3) of the Companies Act, 2013, the Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed and there are no material departures;

- The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

- The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The directors had prepared the annual accounts on a going concern basis;

- The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

5. Audit Reports and Auditors Audit reports

- The Statutory Auditors’ Report for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the standalone and consolidated financial statements in this Annual Report.

- The Secretarial Auditor’s Report for the year ended March 31, 2018 is enclosed as ‘Annexure 5’ to the Board’s Report. The observation made by the Auditor with respect to vacation of office by Mr. Shirish Saraf due to operation of law is self-explanatory.

- As required by the Listing regulations, the certificate on compliance with the regulation of the Corporate governance for the year ended March 31, 2018, is enclosed in this Annual Report. The certificate on compliance with the regulation of the Corporate governance given by the Secretarial Auditor does not contain any qualification, reservation or adverse remark.

Auditors Statutory auditors

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum terms permitted under the said section. In line with the requirement of the Companies Act, 2013, the Members in their 17th Annual General Meeting held on September 27, 2017 approved the appointment of M/s. Price Waterhouse, Chartered Accountants LLP (Firm registration number No. 012754N/N500016) as the statutory auditors of the Company for a period of five consecutive years from the conclusion of the 17th Annual General Meeting of the Company, till the conclusion of the 22nd Annual General Meeting, subject to ratification of the said appointment at the Annual General Meeting. The first year of audit was of the financial statements for the year ended March 31, 2018, and accordingly the appointment of M/s. Price Waterhouse, Chartered Accountants LLP (Firm registration number No. 012754N/N500016) is being placed before the Members for ratification.

Secretarial auditors

In accordance with Section 204 of the Companies Act, 2013 and the Rules thereunder, the Board has appointed Mr. Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and Certificate of Practice No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for fiscal 2019.

6. Corporate Social Responsibility

Tejas works towards removing malnutrition, improving healthcare infrastructure, supporting primary education, rehabilitating abandoned women and children, and preserving Indian art and culture. The Company’s focus has always been to contribute to the sustainable development of the society and environment, and to make our planet a better place for future generations. During the financial year ended March 31, 2018, the Company spent an amount of Rs.0.54 crore towards CSR activities, which constitutes 2% of the average net profits of the Company for the preceding three financial years.

In pursuance of the CSR Policy, the Company aims to support projects that promote education and therefore contributed to (i) The Akshaya Patra Foundation, Bengaluru which provides mid-day meals as an attempt to feed the millions of children in India and give them the motivation and nourishment they need to pursue an education and a better future by contributing an amount of Rs.0.34 crore and (ii) International Institute of Information Technology, Bengaluru, a Deemed University, popularly known as IIITB, established with a vision to contribute to the IT world by focusing on education and research, entrepreneurship and innovation. The Institute is a registered not-for-profit society funded jointly by the Government of Karnataka and the IT industry and Company has spent an amount of Rs.0.20 crore towards CSR activity towards IIITB. The CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year is available on the Company’s website at https://www.tejasnetworks.com/main-control/download/CSR-Policy.pdf

The annual report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in ‘Annexure 6’ to the Board’s Report.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure 4’ to the Board’s Report.

Business Responsibility Report (BRR)

The Listing regulations mandate the inclusion of the BRR as part of the Annual Report for top 500 listed entities based on the market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report. The Business Responsibility Report is available on the Company’s website http:// www.tejasnetworks.com/other-documents.php

Green initiatives

Electronic copies of the Annual report for the year 2018 and the Notice of the 18th Annual General Meeting are sent to all shareholders whose email addresses are registered with the Company/ depository participant (s). For Members who have not registered their email addresses, physical copies are sent in the permitted mode. To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

Acknowledgment

We thank our employees, customers, vendors, investors, bankers, financial institution and all other stakeholders for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of various countries where we operate. We thank the Government of India particularly the Ministry of Communications, the Department of Telecommunications, the Ministry of Labour and employment, the Software Technology Park of India, the Ministry of Electronics and Information Technology, the Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the Reserve Bank of India (RBI), the Securities Exchange Board of India (SEBI) and the various departments under the state government and union territories and other government agencies for their support and look forward to their continued support in the future.

for and on behalf of the Board of Directors

Balakrishnan V Sanjay Nayak

Place: Bengaluru, Chairman Managing Director and CEO

Date: April 24, 2018 DIN No: 02825465 DIN No: 01049871

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Mar 31, 2017

Board''s Report

Dear Shareholders,

The Board of Directors has great pleasure in presenting the Seventeenth Annual Report together with the audited financial statements of the Company for the year ended March 31, 2017.

The Company is one of the leading providers of optical telecommunication equipment that enables telecom service providers to build converged networks that can seamlessly deliver voice and data services.

1. FINANCIAL RESULTS AND STATE OF COMPANY’S AFFAIRS:

The company’s revenue, expenditure and results of operations are presented through the financial statements and the details given below.

Rs, in crore

	STANDALONE		CONSOLIDATED
	2016-17	2015-16	2016-17	2015-16
Revenues	923.29	672.57	936.14	674.49
Less: Excise duty, taxes	57.95	47.04	57.95	47.04
Net revenues	865.34	625.53	878.19	627.45
Less: Operating expenses	700.31	515.17	703.96	514.87
Operating Profit before Interest, Depreciation & Other Income	165.03	110.36	174.23	112.58
Depreciation and Amortization Expense	(56.42)	(38.25)	(56.42)	(38.25)
Finance Cost	(30.80)	(48.57)	(31.52)	(49.32)
Operating profit before Tax and Other Income	77.81	23.54	86.29	25.01
Other income	7.15	3.48	8.68	3.52
Net profit before tax	84.96	27.02	94.97	28.53
Less: Exceptional Items	(30.47)	-	(30.47)	-
Net Profit before Tax	54.49	27.02	64.50	28.53
Less: Provision for taxation	1.28	-	1.28	-
Net profit after tax	53.21	27.02	63.22	28.53
Profit / (Loss) brought forward	(112.62)	(139.64)	(121.64)	(150.17)
Profit / (Loss) carried to Balance Sheet	(59.41)	(112.62)	(58.42)	(121.64)
Earnings per Share
Basic	7.92	4.39	9.40	4.63
Diluted	7.92	4.06	9.40	4.29

The highlights of the Company’s performance are as under:

I. Standalone:

During the year under review the Company achieved a turnover (net) of Rs,865.34 crore as against Rs,625.53 crore in the previous year and other income of Rs,7.15 crore as compared to Rs,3.48 crore in the previous year.

The operations resulted in a profit of Rs,53.21 crore (after onetime write-off of Rs,30.47 crore) as compared to previous year profit of Rs,27.02 crore primarily due to:

1. Reduction in the gross R&D cost which was at 8.44% of the total revenue in the FY 2017 when compared to 10.30% in the FY 2016; The net R&D cost was at 3.80% of the total revenue in the FY 2017 when compared to 4.75% in the FY 2016;

2. Reduction in the finance cost from Rs,48.57 crore to Rs,30.80 crore consequent to reduction in working capital;

Out of the total revenue Rs,546.93 crore were from sales in India, Rs,122.26 crore were from sales to Americas and Rs,197.15 crore were from sales to Rest of the world.

II. Consolidated:

In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“Listing Regulations”), the Company has prepared consolidated financial statements and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The audited consolidated financial statements along with the Auditors, Report have been annexed to the Annual Report. The total consolidated revenue (net) for the year ended March 31, 2017 amounted to Rs,878.19 crore as against Rs,627.45 crore in the previous year and the other income of Rs,8.68 crore, as compared to Rs,3.52 crore in the previous year.

The profit after tax is Rs,63.22 crore (after onetime write-off of Rs,30.47 crore) as compared to previous yearRs,s profit of Rs,28.53 crore.

Out of the total revenue Rs,551.80 crore were from sales in India, Rs,122.26 crore were from sales to Americas and Rs,204.13 crore were from sales to Rest of the world.

Exceptional item

During the year ended March 31, 2017, the Company has reassessed the marketability of one of its in-production intangible assets and considering the technological obsolescence requiring revision in the existing product design, has written off accumulated costs relating to past development activity not supporting the future design and development amounting to Rs,30.47 crore.

The audited standalone and consolidated Balance Sheet as at 31st March, 2017, Statement of Profit and Loss account for the year ended as on that date, Cash flow Statements together with the Notes and Reports of Auditors thereon forms part of the Annual Report.

2. DIVIDEND:

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the Shareholders. They periodically review the Company''s ability and necessity to distribute dividends to its Shareholders, with a view to preserve the profitability and long term growth plans for the Company. Accordingly, the Board of Directors take into account various factors including current and future earnings projections, current and future cash flow projections, capital expenditure requirements for current and future projects, contingencies, regulatory, political, economic factors while making a determination to transfer retained earnings to reserves in entirety or partially for a given year and to consequently distribute dividend if any.

The Board of Directors do not recommend any dividend for the current financial year.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVES:

The Company has not proposed to transfer any amount to reserves.

4. NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

A) Initial Public Offer:

The Company has undertaken Initial Public Offer of 3,02,21,332 Equity Shares for a cash price of Rs,257/per share including a premium of Rs,247/- per share aggregating to Rs,776.69 crore, comprising a fresh issue of 1,75,09,727 Equity Shares aggregating to Rs,450.00 crore and an offer for sale of 1,27,11,605 Equity Shares by the selling shareholders, aggregating to Rs,326.69 crore.

The Company has not deviated from the objects of the IPO as mentioned in the Prospectus with respect to the utilization of the proceeds from the IPO.

B) Listing of Shares on National Stock Exchange of India Ltd and BSE Limited:

The Company listed its Equity Shares at Bombay Stock Exchange Limited and National Stock Exchange of India Ltd on June 27, 2017.

C) Other Event:

During the month of July 2017, the Income Tax Department initiated proceedings under section 132 of Income Tax Act, 1961. Company and its officials fully co-operated with Income Tax Department. As on date there is no demand raised and Company is of the view that the outcome of the proceedings will not have any material impact on the tax liability.

6. DEPOSITS:

The Company has not accepted any deposits as defined in the Act and rules framed thereunder, during the year under review. Further, there is no deposit which is remaining unclaimed or unpaid as at the end of the year.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

Loans, guarantees and investments covered under Section 186 of the Act, forms part of the notes to financials provided in the Annual Report. The item number 12 and 27.4.b of the notes to the standalone financials are incorporated by reference herein.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The following were the subsidiaries of the Company as on March 31, 2017:

(i) Tejas Communication Pte. Limited;

(ii) Tejas Communications (Nigeria) Limited;

(iii) Tejas Israel Limited; and

(iv) vSave Energy Private Limited.

Other than the ones stated above, there were no companies which have become/ceased to be subsidiaries/ associates/joint ventures of the Company during the year under review.

The statement containing the salient features of the financial statements of the subsidiaries are furnished in Form AOC-1 is attached as “Annexure - I” which forms part of this report. This statement provides the details of performance and the financial position of each of the subsidiaries of the Company.

The highlights of the performance of the subsidiaries are mentioned below:

Tejas Communication Pte. Limited

1. Revenue from operations was Rs,38.74 crore in FY 2017 as compared to Rs,27.37 crore in FY 2016.

2. The total expenses amounted to Rs,40.86 crore in FY 2017 as compared to Rs,38.26 crore in FY 2016.

3. The other income amounted to Rs,11.21 crore in FY 2017 as compared to Rs,11.14 crore in FY 2016.

4. Tejas Communications Pte Limited made a profit after tax of Rs,5.92 crore in FY 2017 as compared to a loss of Rs,0.50 crore in FY 2016.

Tejas Israel Limited

Tejas Israel Limited made a profit after tax of Rs,1.21 crore in FY 2017 as compared to a loss of Rs,0.77 crore in FY 2016 mainly on account of incomisation of the Kreos loan.

Dr. Ashok Jhunjhuwala resigned as Director with effect from January 20, 2017. The Board places on record its appreciation for the services rendered by Dr. Ashok Jhunhunwala during his tenure with the Company.

vSave Energy Private Limited

There were no operation during the previous two years. However vSave Energy Private Limited has incurred an expense of Rs,44,335 and Rs,45,317 in FY 2017 and FY 2016 respectively.

Tejas Communications (Nigeria) Limited;

Tejas Communications (Nigeria) Limited is yet to commence its business.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Composition and size of the Board:

The Board has an optimum combination of executive, non-executive and independent directors. The total strength of the Board as on the date of reporting is five Directors, of which two are Independent Directors.

B) Director retiring by rotation:

Mr. Sanjay Nayak, Managing Director, is liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be re-appointed is given in the Notice of the Annual General Meeting.

C) Change in Composition of the Board:

Name	Date of Change	Remarks
Amb. Leela K Ponappa	July 25, 2016	Change in designation from Additional Director to Non-Executive, Independent Director
Mr. Shirish Saraf	August 2, 2016	Appointed as an Additional Director
Dr. Gururaj Deshpande	September 23, 2016	Change in designation from Chairman and Non-Executive Director to Non-Executive Director
Mr. Balakrishnan V	September 23, 2016	Elected as Chairman of the Company as well as the Board.
Mr. Shirish Saraf	October 26, 2016	Change in designation from Additional Director to Non-Executive, Additional Director
Dr. Ashok Jhunjhunwala	January 20, 2017	Resignation as director

D) Declaration by Independent Director(s):

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149 (6) of the Act and Regulation 25 of the Listing Regulations.

E) Key Managerial Personnel:

Mr. Sanjay Nayak was re-appointed as the Managing Director of the Company with effect from January 01, 2017 for a period of 3 years at the Board Meeting held on June 27, 2016 and subsequently approved by shareholders at the Annual General Meeting held on July 25, 2016.

Further, Mr. Murali R resigned as Chief Financial Officer with effect from October 26, 2016 and Mr. Venkatesh Gadiyar, the then Deputy Chief Financial Officer, was appointed as Chief Financial Officer of the Company with effect from October 26, 2016

F) Familiarization programme for Independent Directors:

As required under Regulation 25(7) of the Listing Regulations, training and familiarization programme has been imparted on the Independent Directors appointed by the Company and the details of which are provided in the Corporate Governance Report. On appointment of an Independent Director, the Company issues a letter of appointment detailing the role, function, duties, responsibilities of such Independent Director. The letters of appointment so issued are available on our website at http://www.tejasnetworks.com/disclosures/

G) Annual Evaluation:

The formal Annual evaluation has been done by the Board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings, preparedness on the agenda, constructive contribution and inputs at meetings.

The performance evaluation of the Chairman and nonindependent Directors was also carried out by the

Independent Directors at their separate meeting held as on March 06, 2017 inter alia to:

i. Evaluate the performance of non-independent directors and the board as a whole;

ii. Evaluate the performance of the Chairman of the company;

iii. Evaluate the quality, quantity and timeliness of flow of information.

The suggestions made at the said meeting of the Independent Directors were communicated to the Chairman and other Directors for taking appropriate steps. The same was discussed at the Board meeting that followed the meeting of the Independent Directors. In addition, the Chairman was also evaluated on the key aspects of his role. Performance evaluation of the Independent Directors was done by the entire Board, excluding the independent director being evaluated.

10. AUDIT COMMITTEE

The Board has constituted an Audit Committee comprising the following members:

Mr Balakrishnan V, Independent Director and Chairman

Dr. Gururaj Deshpande, Non-executive Director

Amb. Leela K Ponappa, Independent Director

The details of the Audit Committee have been provided in the Corporate Governance Report forming part of the Annual Report.

11. NUMBER OF BOARD AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year, 10 (Ten) Board meetings, 7 (Seven) Nomination and Remuneration Committee meetings, 5 (Five) Audit Committee Meetings, 1 (One) CSR Committee Meeting and 1 (One) Independent Directors'' meeting were convened and held. The intervening gap between the Board meetings did not exceed 120 days as prescribed under the Act.

The details of the meetings are provided in the Corporate Governance Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

13. AUDITORS

i. Statutory Auditor:

The Audit Committee, at its meeting held on August 02, 2017 proposed and the Board thereafter at its meeting held on August 03, 2017 recommended the appointment of M/s Price Waterhouse Chartered Accountants LLP-, (Firm Reg. No. 012754N/ N500016), Chartered Accountants (“Auditors”), as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of this Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company subject to the ratification by the Shareholders of the Company at every annual general meeting.

The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed there under for appointment as Statutory Auditors of the Company.

Accordingly, consent of the members is being sought for their appointment as the statutory auditors of the Company.

ii. Secretarial Auditor:

Mr. Dwarakanath C, Practicing Company Secretary (FCS No. 7723 and Certificate of Practice No. 4847) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2016-17 as required under Section 204 of the Act and the Rules made there under.

14. AUDIT REPORTS

i. Statutory Auditor’s report

The Auditors'' Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors report to the shareholders for the year under review are self-explanatory and does not need further explanation.

ii. Secretarial Auditor’s Report

The Secretarial Auditor''s Report (“SA Report”) for the year under review is enclosed as “Annexure -II” to the Annual Report.

The SA Report has certain observations. The responses of the Board to each of these observations are given below:

1. With reference to the observation in point 1 of the SA Report, the Directors state that the omissions and inaccuracies stated there under were being made inadvertently and currently the Company has taken adequate measures and implemented requisite controls in order to ensure a robust compliance system.

2. With reference to the observation in point 2, 3 and 4 of the SA Report, the Directors state that the Company has addressed the irregularities in respect of allotments made to non-residents by making the necessary representations and filings with the RBI and application for compounding such non-compliance. The RBI has, through letters dated April 18, 2017, acknowledged the filings made by the Company and provided the registration numbers to be used for future correspondence, subject to compounding by the Company, which application has already been made on April 10, 2017.

3. With reference to the observation in point 5 of the SA Report, the Directors state that there was a procedural delay in filing the return with the State Pollution Control Board. The Company has taken appropriate measures to ensure that the filings are made within the prescribed time

15. TRANSACTION WITH RELATED PARTIES

All transactions with related parties were entered into in the ordinary course of business and on arm''s length basis. In terms of the provisions of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, a summary of the related party transactions in the ordinary course of business and on arm''s length basis is given in Form AOC-2, attached to this Report marked as “Annexure-III”. The Policy on determining related party transaction is available at http://www.tejasnetworks.com/ policies/

The information with respect to related party transactions as required under Para A of Schedule V of the Listing Regulations, has been set out in the notes to accounts 27.4.b to the standalone financial statements of the Company in this Annual Report and are incorporated by reference herein. The maximum amount of loan/advances to the subsidiaries outstanding during the year is the same as the amount of loans/advances to the subsidiaries as of March 31, 2017.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in “Annexure -IV” to this report.

17. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

i n terms of regulation 17(9)(b) of the Listing Regulations, the Board of Directors adopted a Risk Management Policy of the Company on October 26, 2016 and further amended the same on August 26, 2017. The focus of the Policy is to identify and assess the areas of risks that the Company may face from time to time and to deploy mitigation measures. This is done through periodic review meetings of the Risk Management Committee of the Board of Directors.

The main objective of the Risk Management Policy is to ensure that all current, future material risk exposures of the Company are identified, assessed, quantified and appropriately mitigated and managed. Accordingly, the Company has established a framework and process to monitor the exposures and to implement appropriate measures in a timely and effective manner.

The Risk Management Policy is available on the Company''s website at http://www.tejasnetworks.com/policies/

18. SHARE CAPITAL

The authorized capital is Rs,176,45,20,000/- divided into Equity Shares of 17,64,52,000 of Rs,10/- each and paid-up capital of the Company is Rs,70,73,34,110/- divided into Equity Shares of 7,07,33,411 of Rs,10/- each as on March 31, 2017.

The paid up share capital of the Company increased from Rs,63,25,02,210 to Rs,70,73,34,110 /- pursuant to allotment of 56,15,068 shares of Rs,10 through private placement at a premium of Rs,110 per share and 18,68,122 shares of Rs,10 each were allotted pursuant exercise of options by the employees at strike price of Rs,65 per option.

Also, 32,727,930 partly paid-up Equity Shares issued by the Company to the Tejas Employees Welfare Trust on June 11, 2010, were forfeited on July 25, 2016.

19. CHANGES IN ARTICLES OF ASSOCIATION:

The Shareholders at the Extraordinary General Meeting held on August 29, 2016, approved by way of a special resolution, the alteration of the Company''s Articles of Association as per the provisions and rules prescribed under the Act to incorporate the terms of the Investment Agreement dated August 02, 2016 entered into by and amongst the Company, Samena Spectrum Co, Cascade Capital Management Mauritius, Mayfield XII, Osher L P, Balakrishnan V (“Participating Investors”), Sanjay Nayak, Kumar N Sivarajan and Arnob Roy (“ Management Group”)

The Shareholders at the Extraordinary General Meeting held on November 19, 2016, approved by way of a special resolution, the alteration of the Company''s Articles of Association as per the provisions and rules prescribed under the Act to incorporate the terms of the “Amendment I” dated September 16, 2016 and “Amendment II” dated October 25, 2016 to Investment Agreement dated August 02, 2016 entered into by and among the Company, Management Group and Participating Investors.

20. ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 as required under Section 92 of the Act for the financial year ending March 31, 2017 is annexed hereto as “Annexure -V” and forms part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Board, at its meeting held on January 13, 2015, constituted the Corporate Social Responsibility Committee (“CSR Committee”). The CSR Committee was reconstituted by the Board at its meeting held on September 23, 2016. The composition of the CSR Committee as on the date of this report is detailed below:

Sl No.	Name	Designation
1	Amb. Leela K Ponappa	Chairman
2	Mr. Balakrishnan V	Member
3	Mr. Shirish Saraf	Member

The CSR Committee met once on March 06, 2017 during the financial year 2016-17.

The CSR Committee, at its meeting held on February 02, 2015, formulated and recommended the Corporate Social Responsibility Policy (“CSR Policy”) of the Company to the Board of Directors for its adoption. The Board of Directors of the Company approved and adopted the CSR Policy of the Company in its Board meeting held on February 02, 2015. Details of the CSR Policy are available on the Company''s website at http://www.tejasnetworks.com/ policies/.

In terms of Section 135 of the Act and relevant rules thereto and in pursuance of the CSR Policy, the Company is required to spend at least 2% of the average net profits before tax made during the three immediately preceding financial years towards the corporate social responsibility activities (“CSR activities”). Accordingly, the Company spent Rs,11 lakhs on the CSR activities.

The annual report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in “Annexure-VI” to this Report.

22. INTERNAL FINANCIAL CONTROLS

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.

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to 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.

23. NOMINATION AND REMUNERATION POLICY:

Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on June 30, 2000 approved the policy for remuneration of directors, key managerial personnel and other employees and the criteria for determining qualifications, positive attributes and independence of a director (“Remuneration Policy”). The Remuneration Policy is available on the Company''s website at http://www.tejasnetworks.com/ policies/. The Board affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy.

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of directors. In accordance with the provision of the Listing Regulations and the Act the performance evaluation of the individual directors shall be done by the entire Board of Directors, subject to the condition that the director who is subject to evaluation shall not participate. The criteria for performance evaluation covers parameters such as decision taken in the interest of organization objectively, assisting the company in implementing the corporate governance, monitoring performance of the organization based on agreed goals and financial performance and active participation in the affairs of the Company as Board / Committee members.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism policy that encourages its directors and employees to report instances about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics. The Company provides adequate safeguards against victimization of the director(s) and employee(s) who report any grievances through this mechanism. None of the directors/employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 2016-17.

The Vigil Mechanism Policy is available on the website of the Company at http://www.tejasnetworks.com/policies/

25. CORPORATE GOVERNANCE

The report on Corporate Governance and a certificate from M/s. Deloitte Haskins & Sells, Statutory Auditors affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Listing Regulations forms part of the Annual Report.

The requirements of the Listing Regulations as referred in the certificate from M/s. Deloitte Haskins & Sells, Statutory Auditors did not apply to the Company as on March 31, 2017. However, the Company has significantly complied with the requirements of the constitution of the Board and its committees as well as structuring the Charter for the Board and its committees.

26. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director and key managerial personnel (KMP) to the median of employees'' remuneration as per Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in “Annexure-VII” which forms part of the Board''s Report.

Additionally, the details as per Section 197(12) of the Act read with Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure VII which forms part of the Board''s Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Listing Regulations the Management Discussion and Analysis Report is presented in a separate section of the Corporate Governance Report forming part of the Annual Report.

28. SHARES

A. Reclassification in authorized share capital

The Company at the extraordinary general meeting held on November 19, 2016, reclassified the authorized share capital of the Company of ''176,45,20,000 (Rupees One Hundred and Seventy Six Crore Forty Five Lakh twenty thousand only) comprising:

a) 10,99,00,000 (Ten Crore Ninety Nine Lakhs Only) Equity shares of Rs,10/- (Rupees Ten) each aggregating to Rs,109,90,00,000/- (Rupees One Hundred Nine Crore and Ninety Lakhs Only) and

b) 6,65,520 (Six Lakhs Sixty Five Thousand five hundred and twenty Only) Preference shares of Rs,1,000/- (One Thousand Only) each aggregating to Rs,66,55,20,000 (Rupees Sixty Six Crore Fifty Five Lakhs and Twenty Thousand only) to Rs,176,45,20,000 (Rupees One Hundred and Seventy Six Crore Forty Five Lakh twenty thousand only) comprising Rs,17,64,52,000 (Rupees Seventeen Crore Sixty Four Lakhs Fifty Two Thousand Only) Equity Shares of Rs,10/each.

The Memorandum of Association of the Company was altered with the shareholders'' approval to incorporate the reclassification in the authorized share capital of the Company.

B. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

C. Details of issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

D. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates

No such cases were reported during the year under review.

E. Details of Issue of Equity Shares with Differential Rights.

The Company has not issued any Equity Shares with differential rights during the year under review.

F. Bonus Shares.

No Bonus Shares were issued during the year under review.

G. Employees Stock Option Plan (ESOP)

The Company has the following ESOP Schemes in force:

i. Tejas Networks Limited Employees Stock Option Plan - 2014 (“ESOP Plan 2014”);

ii. Tejas Networks Limited Employees Stock Option Plan - 2014-A (“ESOP Plan 2014 - A”); and

iii. Tejas Networks Limited Employees Stock Option Plan - 2016 (“ESOP Plan 2016”)

ESOP Plan 2014, ESOP Plan 2014-A and ESOP Plan 2016 are together referred to as ‘ESOP Plans’.

The details of the ESOP Plans as required under the applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, are provided in “Annexure-VIII”, which forms part of the Board''s Report.

I n terms of the Securities and Exchange Board of India (Share-based Employee Benefits) Regulations, 2014 (“SEBI Regulations”), the Company is required to obtain shareholders'' approval for ratification of the ESOP Plans prior to grant of new options under the ESOP Plans. Accordingly, the proposal for ratification of the ESOP Plans has been included in the Notice convening the ensuing Annual General Meeting of the Company.

The details of the ESOP Plans and the disclosure as required under Regulation 14 of the SEBI Regulations, is available on the Company''s website at http://www. tejasnetworks.com/disclosures/.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

30. INSIDER TRADING CODE:

The Company has adopted a code of conduct to regulate, monitor and report trading by insiders (“Code”) under the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Code is applicable to all designated employees and insiders who are expected to have access to unpublished price sensitive information. The Company Secretary is the Compliance Officer for monitoring adherence to the applicable regulations.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no sexual harassment complaints were filed with the Company.

32. APPRECIATION

The Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

We are pleased to place on record a sincere appreciation of the valuable assistance and co-operation extended to the Company by our customers, bankers, financial institutions, and government authorities, service providers, contractors and the shareholders.

The Directors also wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Balakrishnan V Sanjay Nayak

CEO & Managing

Chairman Director

DIN No: 02825465 DIN No: 01049871

Date: August 26, 2017

Place: Bengaluru