Tejas Networks Ltd

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. Financial Position

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 rnt.helpdesk@linkintime.co.in.

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.

Tejas Communication Pte. Limited

Saankhya Labs Private Limited

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 networkTejas 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 ItalyFibreConnect, 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 andbroadband 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, CEmarking, 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:

No of Complaints of sexual harassment received in the year

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 additionto 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 23rd 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 23rd 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 23rd 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 23rd 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.

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:

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. php.

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 24th 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 22nd Annual General Meeting for second term as the Statutory Auditor of the Company for a period of five consecutive years from the conclusion of 22nd Annual General Meeting till the conclusion of 27th 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:

in ' crore

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 < nvn.YP'

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:

in ' crore

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:

in ? rmrp

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 tocyber 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 availableon 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 24th 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.