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Tejas Networks Ltd.

BSE: 540595 Sector: Telecom
NSE: TEJASNET ISIN Code: INE010J01012
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OPEN 486.00
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VOLUME 20604
52-Week high 578.45
52-Week low 344.20
P/E
Mkt Cap.(Rs cr) 7,289
Buy Price 480.05
Buy Qty 37.00
Sell Price 481.10
Sell Qty 9.00
OPEN 486.00
CLOSE 482.75
VOLUME 20604
52-Week high 578.45
52-Week low 344.20
P/E
Mkt Cap.(Rs cr) 7,289
Buy Price 480.05
Buy Qty 37.00
Sell Price 481.10
Sell Qty 9.00

Tejas Networks Ltd. (TEJASNET) - Director Report

Company director report

 

i. The Board report is prepared in accordance with the provisions of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the "Listing Regulations") and the Companies Act 2013 (the"Act") and forms part of the Annual Report for the year ended March 31 2022.

ii. Unless otherwise stated the disclosure made in this report is for the year endedMarch 31 2022.

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

iv. The term "Panatone" (unless specifically stated as "Pantone FinvestLimited") shall mean and collectively includes "Panatone Finvest Limited""Akashantha Technologies Private Limited" and "Tata Sons PrivateLimited". "Panatone Finvest Limited" and "Akashantha TechnologiesPrivate Limited" are wholly owned subsidiaries of Tata Sons Private Limited.

Dear Members

The Board of Directors of the Company (the "Board") is pleased to present the22nd Annual Report together with the audited financial statements of theCompany for the financial year ended March 31 2022.

1. The Promoter - Panatone Finvest Limited

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

i. The Company made a preferential allotment of equity shares and share warrants toPanatone Finvest Limited in accordance with the share subscription agreement enteredbetween Panatone Finvest Limited and the Company.

ii. The share purchase agreement for secondary purchase of equity shares enteredbetween Panatone Finvest Limited and certain Executive Directors and a Senior ManagerialPersonnel of the Company.

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

a. Share Subscription Agreement

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

i. Preferential issue of equity shares of 19379845 equity shares at face value ofRs.1.0/- per equity share at a premium of Rs.248/- per equity share

ii. Preferential issue of warrants of 36821706 warrants each carrying a right tosubscribe to one Equity Share at an exercise price of Rs.258/- per equity share which maybe exercised in one or more tranches during the period commencing from the date ofallotment of the warrants until the expiry of 11 months from the date of allotment of thewarrants ("Series A Warrants"); and

iii. Preferential issue of warrants of 15503876 warrants each carrying a right tosubscribe to (one Equity Share at an exercise price of Rs.258/- per equity Share whichmay be exercised in one or more tranches during the period commencing from the expiry of12 months from the date of allotment of the warrants until the expiry of 18 months fromthe date of allotment of the warrants ("Series B Warrants").

b. Share Purchase Agreement

Panatone Finvest Limited entered into a Share Purchase Agreements with certainExecutive Directors and a Senior Managerial Personnel of the Company on July 29 2021pursuant to which Panatone Finvest Limited acquired 1197667 equity shares at face valueof Rs.10/- per equity share at a premium of Rs.248/- per equity share.

The details in this regard are as follows:

S.No Name Designation No. of shares sold m
1 Sanjay Nayak ; Managing Director and CEO 399128
2 Arnob Roy Executive Director and COO 399538
3 Kumar Sivarajan Chief Technology Officer 399001
Total 1197667

c. Open Offer

Panatone made an open offer to acquire 40255631 fully paid-up equity shares at facevalue of Rs.1.0/- per equity share at a premium of Rs.248/- per equity share representing26% of the Expanded Voting Share Capital pursuant to the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and received2592 equity shares tendered by eligible Members.

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

2.Financial Performance

a. Results of our operations and state of affairs in Rs.crore

Standalone

Consolidated

B Particulars FY 2022 FY 2021 FY 2022 2021
Revenue from operations 549.14 524.49 550.59 526.60
Other Income 43.25 24.81 43.30 24.85
Total income 592.39 549.30 593.89 551.45
Expenses
Cost of materials consumed 290.74 268.74 290.74 268.74
Purchases of stock in trade 23.69 - 23.69 -
Changes in inventories of stock in trade (3.65) - (3.65) -
Employee benefit expense 124.51 109.57 134.43 116.33
Finance costs 3.03 3.58 3.19 3.70
Depreciation and amortization expense 76.78 52.12 76.78 52.12
Allowance for expected credit loss 87.91 12.49 87.76 14.80
Other expenses 107.53 80.53 98.08 73.24
Total expenses 710.54 527.03 711.02 528.93
Profit/(Loss) before tax (118.15) 22.27 (117.13) 22.52
Income tax expense
Current tax 0.19 - 0.19 -
Deferred tax expense/ (benefit) (54.61) (15.02) (54.61) (15.02)
Total tax expense (54.42) (15.02) (54.42) (15.02)
Profit/(Loss) after tax (63.73) 37.29 (62.71) 37.54
Other comprehensive income/(Loss)
Items that will not be reclassified to profit or loss (2.08) 2.21 (2.08) 2.21
Items that will be reclassified to profit or loss - - 0.89 (0.19)
Total comprehensive income/(loss) for the year (65.81) 39.50 (63.90) 39.56
Retained earnings- opening balance 52.06 12.56 52.28 12.53
Less: Items that will be reclassified to profit or loss - - 0.89 (0.19)
Retained earnings- closing balance (13.75) 52.06 (12.51) 52.28
Equity shares of par value Rs.1.0 each
Basic (6.07) 4.03 (5.97) 4.05
Diluted (6.07) 3.96 (5.97) 3.99

b. Financial Position

in Rs.crore

Standalone

Consolidated!

1 Particulars FY 2022 FY 2021 FY 2022 FYB 20211
Bank balances and deposits with maturity up to three months Bank balances other 45.50 52.44 47.56 53.43
than above Current(1) 299.68 164.09 299.68 164.09
Deposits with original maturity of more than twelve months 0.22 1.54 0.22 1.54
Deposits with original maturity of more than twelve months but remaining maturity of less than twelve months 1.15 - 1.15 -
Investment in mutual funds 401.78 37.37 401.78 37.37
Deposits with financial institutions disclosed
under other current financial assets 351.79 108.00 351.79 108.00
Cash and cash equivalents including margin money 1100.12 363.44 1102.18 364.43
Net current assets(2) 468.42 436.30 480.34 447.38
Property plant and equipment 40.09 29.48 40.09 29.48
Right-of-use assets 14.56 16.10 14.56 16.10
Intangible assets 83.20 65.43 83.20 65.43
Intangible assets under development 39.61 24.49 39.61 1 24.49
Other non-current assets(3) 193.54 215.48 182.7 204.65
Total assets 1939.54 1150.72 1942.69 1151.96
Non-current provisions 0.49 0.69 0.49 0.69
Lease Liabilities 11.95 17.07 11.95 17.07
Total equity 1927.10 1132.96 1930.25 1134.20
Total equity and borrowings 1939.54 1150.72 1942.69 1151.96

 

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

 

(2) Current assets net of current liabilities as disclosed in balance sheetexcluding the bank balances considered as cash and cash equivalents

 

(3) Excluding bank balances considered as cash and cash equivalents

c. Revenues

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

• Standalone

Our net revenues (net of taxes and component sales) from operations on a standalonebasis grew by 7.1% to Rs.5.49.14 crore in FY 2022. Domestic and export revenuesconstituted 63% and 37% of our total revenues respectively.

• Consolidated

Our net revenues (net of taxes and component sales) from operations on a consolidatedbasis grew by 6.9% to Rs.5.50.59 crore in FY 2022. Domestic and export revenuesconstituted 64% and 36% of our total revenues respectively.

d. Profits / (Loss)

The loss was primarily on account of margin pressure due to increase in componentprices and lower international revenue. Further during the year ended March 31 2022 thecompany has assessed the recoverability of overdue trade receivables from certain publicsector customers and in view of delays in collections has made an additional provision ofRs.7.4 crore towards such receivables which were aged more than three years leading tofurther increase in loss.

• Standalone

Our gross profit on a standalone basis amounted to Rs.1.72.71 crore (31.5% of netrevenue) as against Rs.2.10.02 crore (41% of net revenue) in the previous year. The grossand net Research and Development (R&D) expenses were 23.9% and 9.4% of our netrevenues respectively for FY 2022 as compared to 20.7% and 7.9% respectively for FY 2021.Selling and marketing costs were 14.8% (previous year 15.6%) of our net revenue for FY2022. The General and administrative expenses were 6.1% (previous year 4.4%) of our netrevenue for FY 2022. Allowance for expected credit loss were 16.0% (previous year 2.4%) ofour net revenue. The operating loss amounted to Rs.1.58.37 crore (-28.8% of net revenue)as against profit of Rs.2.47 crore (0.5% of net revenue) in the previous year. The lossbefore tax was Rs.1.18.15 crore (-21.5% of net revenue) as against profit of Rs.2.2.27crore (4.3% of net revenue) in the previous year. The net loss was Rs.6.3.73 crore (-11.6%of net revenue) as against profit of Rs.3.7.29 crore (7.3% of net revenue) in the previousyear.

• Consolidated

Our gross profit on a consolidated basis amounted to Rs.1.74.00 crore (31.6% of netrevenue) for FY 2022 as against Rs.2.12.13 crore (41.2% of net revenue) in the previousyear. The gross and net

Research and development costs were 23.8% and 9.4% of our net revenue for FY 2022 ascompared to 20.6% and 7.8% for FY 2021. Selling and marketing costs were 14.7% (previousyear 15.4%) of our net revenue for FY 2022. The General and administrative expenses were6.2% (previous year 4.4%) of our net revenue for FY 2022. Allowance for expected creditloss were 15.9% (previous year 2.9%) of our net revenue. The operating loss amounted toRs.1.57.24 crore (-28.6% of net revenue) as against profit of Rs.2.81 crore (0.5% of netrevenue) in the previous year. The loss before tax was Rs.1.17.13 crore (-21.3% of netrevenue) as against profit of Rs.2.2.52 crore (4.4% of net revenue) in the previous year.The net loss was Rs.6.2.71 crore (-11.4% of net revenue) as against profit of Rs.3.7.54crore (7.3% of net revenue) in the previous year

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

On a standalone and consolidated basis during the year we incurred expenditure onproperty plant and equipment of Rs.2.7.54 crore (previous year Rs.1.3.62 crore)comprising Rs.8.94crore (previous year Rs.1.68 crore) in Laboratory equipment Rs.0.53crore (previous year Rs.0.28 crore) in Networking equipment Rs.0.22 crore (previous yearRs.0.03 crore) in Electrical Installation Rs.0.11 crore (previous year Rs.0.11 crore) inFurniture and fixtures Rs.0.46 crore (previous year Rs.0.22 crore) in Office EquipmentRs.2.48 crore (previous year Rs.1.96 crore) in Computing Equipment Rs.1.3.34 crore(previous year Rs.8.78 crore) in Plant & Machinery- Cards/Prototypes and Others andRs.1.46 crore (previous year Rs.0.56 crore) in Servers.

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

Our intangible assets comprise computer software as well as product developmentexpenditures. Additions of Rs.6.98 crore made in computer software as against Rs.2.72crore in the previous year. During the year Rs.6.4.51 crore (previous year Rs.6.8.14crore) was capitalised from intangible assets under development to product development. Asper accounting policy the capitalised product development gets amortised over a period of24 months. Additions to intangible under development for the year amounted to Rs.7.9.63crore (previous year Rs.6.5.64 crore) on account of capitalisation of employee benefitexpense (refer note 22 of standalone/consolidated financials). We carry the R&Dintangible in two forms - as CWIP and as capitalized product development.

g. Earnings Per share

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

h. Subsidiaries

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

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

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

The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with the relevant Accounting Standard specified under the Act and the rulesthereunder forms part of this Annual Report as provided in Form AOC-1 attached as Annexure1. Further the audited financial statements along with

other relevant documents are available on the Company's website atwww.tejasnetworks.com^financial-information-subsidiaries.php. and the details of thebusiness of the subsidiaries for the year ended March 31 2022 are given in theManagement Discussion and Analysis.

i. Liquidity

The Company is a debt-free Company and maintain sufficient cash to meet the businessrequirements. The Company believes that there should be sufficient liquidity in theBalance Sheet to cover financial and business risks and support future growth. TheCompany's principal sources of liquidity are cash and cash equivalents and the cash flowgenerated from the business.

The Company's liquid assets of Rs.1.100.12 crore and Rs.1.102.18 crore on astandalone and consolidated basis respectively as of March 31 2022 as compared toRs.3.63.44 crore and Rs.3.64.43 crore on standalone and consolidated basis respectively asof March 31 2021.

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

j. Dividend

The Board of Directors periodically reviews the Company's ability and necessity todistribute dividends to its Shareholders with a view to preserve the profitability andlong term growth plans for the Company

The Board of Directors after considering holistically the relevant circumstances andkeeping in view the company's dividend distribution policy and since the Company hasincurred a Loss decided that it would be prudent not to recommend any Dividend for theyear under review.

The Board has adopted a Dividend distribution policy which sets out the parameters indetermining the payment / distribution of dividend. The details of Dividend DistributionPolicy is available on the Company's website at www.tejasnetworks.com^policies- codes.php.

k. Transfer to reserves

Since there were no profits during the year there was no transfer of amounts to thereserves. The loss for the year amounting to Rs.6.2.71 crore on a consolidated basis andRs.6.3.73 crore on a standalone basis for the year ended March 31 2022 is debited to theprofit and loss account.

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

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

(i) Equity shares - 19379845 equity shares were allotted on September 8 2021 atface value of Rs.1.0/- per equity share at a premium of Rs.2.48/- per equity share.

(ii) Share Warrant Series A - 36821706 warrants were allotted on September 8 2021each carrying a right to subscribe to one Equity Share at an exercise price of Rs.2.58/-per equity share which may be exercised in one or more tranches during the periodcommencing

from the date of allotment of the warrants until the expiry of 11 months from the dateof allotment of the warrants. On April 8 2022 allotted 36821706 equity shares at facevalue of Rs.1.0/- per equity share at a premium of Rs.2.48/- per equity share shares uponexercise of warrants.

(iii) Share Warrant Series B - 15503876 warrants were allotted on September 8 2021each carrying a right to subscribe to one Equity Share at an exercise price of Rs.2.58/-per Equity Share which may be exercised in one or more tranches during the periodcommencing from the expiry of 12 months from the date of allotment of the warrants untilthe expiry of 18 months from the date of allotment of the warrants.

m. Share Capital

(i) Increase in Authorised Capital

The authorised share capital of the Company as on March 31 2022 is Rs.2000000000./-(Rupees Two Hundred Crore) consisting of 200000000 (Twenty Crore) equity shares ofRs.10/- each. During the year under review the Company increased the authorised sharecapital from Rs.1.764520000/- (Rupees One Hundred and Seventy Six Crore Forty Five Lakhand Twenty Thousand only) consisting of 176452000 (Seventeen Crore Sixty Four LakhFifty Two Thousand) equity shares of Rs.1.0/- to Rs.2000000000./- (Rupees Two HundredCrore) consisting of 200000000 (Twenty Crore). The necessary amendments were made tothe capital clause in the Memorandum of Association of the Company to enable the increasein the Authorised Share Capital of the Company

(ii) Increase in Paid-up Capital

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

i. Preferential allotment of 19379845 equity shares at face value of Rs.1.0/- perequity share at a premium of Rs.2.48/- per equity share to Panatone Finvest Limited on aprivate placement basis.

ii. Allotment of 1929719 equity shares consequent to exercise of Stock Options/Restricted Stock Units into equity shares of the Company by the eligible employees of theCompany

As a result of the above the paid-up equity share capital stands at Rs.1.145499080comprising of 114549908 equity shares of Rs.1.0/- per share fully paid up as on March31 2022.

n. Management's Discussion and Analysis

The matters pertaining to industry structure and developments opportunities andthreats segment-wise/team-wise performance outlook risks and concerns internal controlsystems and adequacy discussion on financial and operational performance are discussed inthe Report. The Management's Discussion and Analysis report for the year under review andas stipulated under the Listing Regulations is presented in a separate section formingpart of the Annual Report.

3. Operational Performance

a. Company's overview

Tejas designs and manufactures high-performance wireline and wireless networkingproducts for telecommunications service providers internet service providers utilitiesdefence and government entities in 75+ countries.

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

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

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

b. Quality Initiatives

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

The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management. During second wave of the pandemic the Company was activelymonitoring all customer engagements across the globe to minimize risks and ensurecontinuity of services. This was achieved through daily tracking digitized multi-leveldashboards and differentiated governance of critical engagements. The customer-centricityrigor in operations and focus on delivery excellence have resulted in sustained highcustomer satisfaction levels in the periodic surveys conducted by the Company

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

c. Enhancing Shareholder Value

The Company is committed to creating and returning value to Shareholders. Accordinglythe Company is dedicated to achieving high levels of operating performance costcompetitiveness enhancing the productive asset and resource base and striving forexcellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation areamong the primary determinants of shareholder value. Its close relationship with customersand a deep understanding of their challenges and expectations drive the development of newproducts and services. With decades of expertise and know-how the Company offers itscustomers solutions that enhance their projects and builds trust. Anticipating customerrequirements early and being able to address them effectively requires a strong commercialbackbone. The Company continues to develop this strength by institutionalising soundcommercial processes and building world-class commercial capabilities across its marketingand sales teams.

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

opportunities. The Company is also committed to creating value for all its stakeholdersby ensuring that its corporate actions positively impact the economic societal andenvironmental dimensions.

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

4. Acquisition - Investment in Saankhya Labs Private Limited

On March 30 2022 the Company has signed definitive agreements to acquire upto 64.40%of shares of Saankhya Labs Private Ltd. ("Saankhya") for approximately Rs.284crore in cash. The initial acquisition of Saankhya shares is expected to close within 90days. Pursuant to the said acquisition Saankhya will become a majority owned subsidiaryof the Company and upon procuring all necessary consents and approvals also intends toproceed with acquiring the balance 35.60% shares through a Scheme of Arrangement underSections 230 to 232 and other applicable provisions under Companies Act 2013 subject tothe approval of Board of Directors of the Company and Saankhya terms of such mergerapproval of Members and creditors respective bench of National Company Law Tribunal andany other approval(s) as may be required. In an event the merger transaction is notundertaken the Company shall acquire the balance 35.60% of the shares of Saankhya by wayof a secondary acquisition from its existing Members so that Saankhya becomes a whollyowned subsidiary of the Tejas.

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

5. Human Resource

The Human Resources (HR) function had many challenging mandates during the financialyear a key factor being the Covid-19 pandemic taking an ugly turn with the "secondwave" being specially severe in India. The key challenge was to support our employeesthrough the throes of the pandemic without compromising on productivity and morale.

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

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

team was at the forefront helping employees and their families get vaccinated byorganising onsite camps in all our India locations. While Covid-management wasfront-and-centre our company did not lose focus of it's talent strategy and kicked offthe "Tejas Academy" whose first charter was to train junior engineers rigorouslyin our domain. The pedagogy is not limited to just classroom inputs but incorporates liveprojects self-learning content mini-assignments and 1:1 mentorship. It includes arigorous assessment methodology to make sure that all learning inputs are successfullyassimilated. The academy plans to graduate at least 150+ candidates a year which will be aanother source of young in-house talent. We also embarked on a program to identify juniortechnical talent from all parts of the country. With Covid reducing the need of geographicproximity to run recruitment drives we are now equipped to source talent from any part ofthe country.

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

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

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

a. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to the Report as Annexure-7. Statementcontaining particulars of top 10 employees and the employees drawing remuneration inexcess 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 isprovided as a seperate Annexure forming part of this Report. In terms of proviso toSection 136(1) of the Act the Report and Accounts are being sent to the Membersexcluding the aforesaid Annexure. The said Statement is also open for inspection by theMembers through electronic mode.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (‘theRules') as amended form part of this report and will be made available to any Member onrequest.

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

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

i. Tejas Networks Limited Employees Stock Option Plan - 2014 ("ESOP Plan2014");

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

iii. Tejas Networks Limited Employees Stock Option Plan - 2016 ("ESOP Plan2016");

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

During the year under review on the recommendations of the Nomination and RemunerationCommittee the Board granted 1084290 Restricted Stock Units to employees under the TejasRestricted Stock Unit Plan - 2017. The details of the ESOP / RSU Plans as required underthe applicable provisions of the Act read with Rule 12(9) of the Companies (Share Capitaland Debentures) Rules 2014 is provided in Annexure 6 which forms part of theBoard's Report. The disclosure Information as required under the SEBI (SBEB) Regulationsis available on the Company's website at www.tejasnetworks.com/disclosures.php. Furthercertain amendments were carried out in the ESOP/ RSU schemes in line with recent SEBIguidelines on Share based employee benefits and sweat equity regulations 2021.

c. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 The Company expects all its employees to act in accordance with the highestprofessional and ethical standards upholding the principles of integrity and compliance atall times. In this regard expectations around compliance are communicated to theemployees through multiple channels. The Company as an equal opportunity employer seeks toensure that the workplace is free of any kind of harassment or inappropriate behaviour.Comprehensive policies and procedures have been laid down to create an environment wherethere is respect and dignity in every engagement.

The Company has adopted zero tolerance for sexual harassment at workplace which isimbibed in the Company's culture. The Company has formulated a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules thereunder. The required awareness is created by communicating theessence of the policy to all employees at regular intervals through assimilation andawareness programs.

The following are the summary of the complaints received and disposed off during FY2022:

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

The Company has constituted Internal Committee (IC) under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The IC is headed byan Independent person with majority of members constituting women members. Further aspart of the initiatives the employees are required to undergo a mandatory e-learningmodule on ‘Prevention of Sexual Harassment at Workplace' the new joiners are trainedin person during their induction program. The IC Members are provided relevant training byan external agency during quarterly meetings of the IC and the POSH policy is available onthe intranet portal for employees to access and refer when required.

d. Industrial and Employee Relations

The Company's focus continues towards propagating proactive and employee centricpractices. The transformational work culture initiative that aims to create an engagedworkforce with an innovative productive ecosystem continues to grow in strength. With theobjective of capability building developing future ready workforce and fosteringtogetherness at the workplacethe Company implements multiple training and engagementprograms on an ongoing basis. These include various behavioural and functional programssuch as team effectiveness individual effectiveness safety and environment continuousimprovement result orientation relationship management decision making. This yearsignificant emphasis was also laid towards raising awareness on health and wellness ofemployees and their family members on protection from COVID-19. Further proactive andemployee-centric practices with a focus on transparent communication of business goals aneffective concern resolution mechanism and a firm belief that employees are the mostvaluable assets of the Company are the cornerstone of the Company's employee relationsapproach. An ‘open door policy' with constant dialogue to create win-win situationshave helped the Company build trust and harmony.

6. Directors

a. Appointments/ Re-appointments / Resignations:

During the year under review the following appointments and re-appointments were madein the Board of Directors of the Company

i. Inductions/ Appointment

i. The Board of Directors appointed N. Ganapathy Subramaniam (DIN: 07006215) and A SLakshminarayanan (DIN : 08616830) as Additional Directors (liable to retire by rotation)and as Nominee Directors of Panatone Finvest Limited in the capacity of Non-Executive andNon-Independent Director of the Company with effect from January 19 2022.The saidappointment was subsequently approved by the Members by way of postal ballot dated April15 2022.

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

iii. The Board in their meeting held on June 27 2022 based on the recommendation ofNomination and Remuneration Committed and subject to the approval of the Members in theensuing Annual General Meeting appointed P R Ramesh (DIN: 01915274) and Prof. BhaskarRamamurthi (DIN: 01914155) as Non-executive Independent (Additional) Directors notliable to retire by rotation for a period of 5 years with effect from June 27 2022. Thenecessary resolution seeking the approval of the Members to appoint P R Ramesh (DIN:01915274) and Prof. Bhaskar Ramamurthi (DIN: 01914155) as Non-Executive IndependentDirectors not liable to retire by rotation for a period of 5 years with effect from June27 2022 to June 26 2027 forms part of the Notice to the AGM.

ii. Re-appointment

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

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

iii. Resignation

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

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

The Board places on record their sincere appreciation for the invaluable contributionsto the Company's success and the assistance and guidance provided by both Balakrishnan Vand Dr. Gururaj Deshpande during their tenure.

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

b. Policy on Director appointment and remuneration

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. The details of Board and committee compositiontenure of directors areas of expertise and other details are available in the Corporategovernance report that forms part of this Annual Report.

The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on www.tejasnetworks.com^policies-codes. php.

c. Familiarization programmes for Directors

The Non-Executive and Independent Directors as part of familiarization exercise areintroduced to the Company's culture through orientation sessions wherein an overview ofcompany operations matters relating to the values and commitments are provided along withan information kit containing documents about the Company such as annual reports annualpresentations recent press releases research reports code of business conduct andethics and the memorandum and articles of association etc. Periodic presentations are madeat the Board and Committee meetings on business and performance updates of the Companyglobal business environment business strategy and risks involved apart from regularpresentations on Company's business strategies and associated risks expositions are madeon various topics covering the telecom industry. Visits to plant location are organizedfor the Non-Executive and Independent Directors to enable them to understand and getacquainted with the operations of the Company The Company organizes a management strategysession with the Board to deliberate on various topics related to strategic alternativesprogress of ongoing strategic initiatives risks to strategy execution and the need fornew strategic programs required to achieve the Company objectives.

d. Indemnification Agreement

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

7. Governance

The Company's governance structure revolves around values based on transparencyintegrity professionalism and accountability which helps to implement the Companystrategy effectively and transparently so as to deliver long-term value for the Membersemployees business partners and other stakeholders. The Company embraces the principle ofshared value which involves creating economic value in a way that it also creates valuefor the society rich governance and disclosure practices followed to pursue the financialprofitability and value creating for all the stakeholders while improving Company's socialand environmental footprint. The Company has three-tier of governance structurecomprising of the Members the Board and the Executive Management. The three-tiergovernance structure not only ensurers greater management accountability and credibilitybut also facilitates increased autonomy to the businesses performance discipline anddevelopment of business leaders which leads to increased public confidence.

I. Board Governance

Board Governance is the framework that structures the Board its operation andresponsibilities and organizational well-being. The Board's governance guidelines coversaspects relating to composition and role of the Board Chairman and its Directors Boarddiversity appointment and term of Directors their independence remuneration andretirement age oversight on subsidiary performance code of conduct Board effectivenessreviews and various mandates of Board committees.

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

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

ii. Monitoring the effectiveness of the Company's governance practices and makingchanges as needed.

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

iv. Exercising independent judgment on corporate affairs.

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

vi. Reviewing and guiding corporate strategy major plans of action risk policyannual budgets and business plans setting performance objectives monitoringimplementation and corporate performance and overseeing major capital expendituresacquisitions and divestments.

a. Board and Committee Constitution

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

The details of the constitution of the Board and of the Committees the terms ofreference no. of meeting held etc. are given in the Corporate Governance Report whichforms part of this Annual Report.

b. Meeting of the Board/ Committees

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee meetings arepre-scheduled and a tentative annual calendar of the Board and Committee meetings iscirculated to the Directors well in advance to help them plan their schedule and ensuremeaningful participation in the meetings. Only in case of special and urgent business ifthe need arises the Board's/Committee's approval is taken by passing resolutions throughcirculation or by calling Board/Committee meetings at short notice as permitted by law.

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

c. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual evaluation of its own performance and that of itsCommittees as well as performance of all the Directors individually including IndependentDirectors Chairman of the Board Managing Director and CEO and Executive Director andCOO. Some of the performance indicators based on which the Directors are evaluatedinclude:

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

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

iii. Active participation in long-term strategic planning

iv. Commitment to the fulfillment of a director's obligations and fiduciaryresponsibilities these include participation in Board and committee meetings.

The Performance Evaluation of the Board the Committees and each individual Directorwas carried out through a feedback mechanism sought by way of questionnaire covering theBoard's functioning composition of the Board and its Committees Board Culture Executionand Performance of Specific Duties Obligations and Governance and the evaluation wascarried out based on responses received from the Directors. The details of the process ofperformance evaluation are given in the Corporate Governance Report which forms part ofthis Annual Report.

d. Succession planning

The Company believes that sound succession plans for the leadership are very importantfor creating a robust future for the Company The Nomination and Remuneration Committeecoordinates with the Board on the leadership succession plan to ensure orderly successionin appointments to the Board and in Senior Management. The Company strives to maintain anappropriate balance of skills and experience within the organization in an endeavor tointroduce new perspectives while maintaining experience and continuity. By integratingworkforce planning with strategic business planning the Company puts the necessaryfinancial and human resources in place so that its objectives can be met. In additionpromoting senior management within the organization fuels the ambitions of the talentforce to earn future leadership roles.

e. Board Diversity

The Company recognizes and embraces the importance of a diverse Board for its successand believes that a diverse Board will leverage differences on thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help the Company to retain its competitiveadvantage. The Board has adopted the Board Diversity Policy which sets out the approach todiversity of the Board and is available on the Company's website at www.tejasnetworks.com^policies-codes.php.

f. Board effectiveness and independence

The Board effectiveness is enhanced by setting a high bar in selecting the right mix ofindividuals to serve on the Board with the right qualifications expertise andexperience who can collectively serve the best interests of all stakeholders maintainBoard and Management accountability and drive corporate ethics values and sustainability.The Board effectiveness is further improved by ensuring that none of the directors holdsdirectorships in more than seven listed entities and none of the executive directorsserve as an independent director on the Boards of more than three listed entities. TheChairmanship of the Board is a non-executive position and separate from that of the ChiefExecutive Officer and Managing Director (CEO and MD). The Code of conduct fornon-executive directors independent directors carries explicit clauses coveringavoidance of conflict of interest. Likewise it explicitly prohibits any employeeincluding the Managing Director and executive directors from accepting any position ofresponsibility with or without remuneration with any other organization without Companyprior written approval. For executive directors and the Managing Director such approvalmust be obtained from the Board.

g. Directors' Responsibility Statement pursuant to the provisions contained in Section134(3) of the Act

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

i. In the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards had been followed and there are no materialdepartures.

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

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

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

v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

h. Board Charter / Policies

The Company has Charters for the Audit Committee the Nomination and RemunerationCommittee the Risk Committee the Corporate Social Responsibility Committee theStakeholders Relationship Committee and also policies and codes as required which are inline with the requirements of the Act and the Listing Regulations. The details of thecharter/ policies/ codes as adopted by the Board are provided in ‘Annexure 8'to the Board report.

II. Corporate Governance

The Company's Corporate Governance structure revolves around its Shareholders theBoard and its Committees and the Executive Management. By integrating these stakeholderswith the workforce and strategic business planning the Company benchmarks its CorporateGovernance practices with the best in the World as well as to achieve its objectives in anethical and transparent manner. The Report on Corporate Governance for the financial yearended March 31 2022 along with the Auditor's Certificate on compliance with theprovisions of corporate governance under Listing Regulations forms part of this AnnualReport.

a. Business Integrity and Ethics

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

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

b. Risk Management

The Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise and these levels form thestrategic defence cover of the Company's risk management. The Company has a robustorganizational structure for managing and reporting on risks. The Company has constituteda Risk Management Committee of the Board which is authorized to monitor and review riskmanagement plan and empowered inter alia to review and recommend to the Board themodifications to the Risk Management Policy. The Chief Operating Officer who is also aChief Risk Officer is the custodian of the framework and oversight of the frameworkprovided by the Risk Management Committee to the Board of Directors. The Risk ManagementCommittee reviews and monitors the key risks and their mitigation measures periodicallyand provides an update to the Board on Company's risks outlined in the risk registers. TheAudit Committee has additional oversight in the area of financial risks and controls.

The Company has developed and implemented a Risk Management Policy which is approved bythe Board. The Company's risk management framework proactively identifies assessestreats monitors and reports risks as well as to create a risk-aware culture within theorganisation and also cover areas exposed to risk and provide a structured process formanagement of risks and also consider the risks that impact mid-term to long-termobjective of the business including those reputational in nature.

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

c. Internal Financial controls

The Internal Financial Controls of the company have been assessed taking intoconsideration the essential components of internal controls stated in the Guidance Note onAudit of Internal Financial Controls of the Company Over Financial Reporting issued by TheInstitute of Chartered Accountants of India.

The Company uses SAP ERP Systems as a business enabler and to maintain its Books ofAccount and as such the controls built into the SAP ERP systems ensures appropriatesegregation of duties appropriate level of approval mechanisms and maintenance ofsupporting records. The Information Management Policy the systems standard operatingprocedures and the controls which reinforces the control environment are reviewed byManagement and are audited by Indepenent Internal Auditors and the findings andrecommendations are reviewed by the Audit Committee which ensures the implementation ofany suggestions made by the Internal Auditors for effective internal controls.

The Audit Committee comprising of Independent Directors who are all financiallyliterate interacts with the Statutory Auditors and Internal Auditors on the internalcontrol systems in line within its terms of reference. Further to maintain itsobjectivity and independence based on the recommendation of Audit Committee the Boardhas appointed M/s. Singhvi Dev and Unni Chartered Accountants LLP as Internal Auditors ofthe Company reporting to the Chairperson of the Audit Committee. The Audit committeedefines the scope and authority of the Internal Auditor. The Internal Auditor evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company andreports to the Audit Committee the significant audit observations and the necessarycorrective actions. Based on the report of the Internal Auditor process owners undertakecorrective action in their respective areas and thereby strengthen the controls. TheInternal Financial Control framework design ensures that the financial and other recordsare reliable for preparing financial and other statements. The Internal Auditors alsoperform an independent check of effectiveness of key controls in identified areas ofinternal financial control reporting. The Statutory Auditors Report also includes a reporton the internal financial controls over financial reporting.

d. Protection of minority shareholders' interests

The Company governance philosophy centers around minority shareholders' interests whichemphasizes fairness and transparency to all stakeholders. Further a qualified diverse andindependent Board ensures that minority shareholders' interests are protected. The Companystrives to reduce information asymmetry through transparency extensive disclosures anddetailed commentary of the demand environment and the state of the business and materialdevelopments. The Company provides a variety of channels including a structured globalinvestor outreach program through which minority shareholders can interact with themanagement or the Board. Shareholders can communicate concerns and grievances through awell-publicized channel where complaints are tracked to closure. The Stakeholders'Relationship Committee oversees the redressal of these complaints.

e. Vigil Mechanism / Whistle Blower Policy

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

f. Statutory Compliance System

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

III. Secretarial Governance

The Company believes that good secretarial govrnance system is essential requirementfor the successful conduct of business operations and high standards of CorporateGovernance. The Company ensures that appropriate business processes and tools are in placefor adherence with all the applicable obligations under various regulations across thelocations where the Company conduct its business. The Company has identified keystakeholders across business units corporate functions who will ensure and confirmcompliance. The Compliance report is placed before the

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

a. Appointment/ Resignation of the Key Managerial Personnel

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

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

i. Sanjay Nayak Managing Director and Chief Executive Officer

ii. Arnob Roy Executive Director and Chief Operating Officer

iii. Venkatesh Gadiyar Chief Financial Officer

iv. N R Ravikrishnan General Counsel Chief Compliance Officer and CompanySecretary

b. Related party transaction

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

The transactions with the related parties as per requirements of Indian AccountingStandard 24 are disclosed in Note 29.9 to the financial statements in the Annual Report.Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Act in the prescribed Form AOC-2 is attached as ‘Annexure 2'to the Board's Report. The details of transaction(s) of the Company with entitiesbelonging to the promoter/promoter group which hold(s) more than 10% shareholding in theCompany as required under para A of Schedule V of the Listing Regulations are provided aspart of the financial statements.

c. Micro Small and Medium (MSME) Enterprises

The Company is not categorized as Micro Small and Medium Enterprises (MSME) under theMicro Small and Medium Enterprises Development Act 2006. Hence the MSME Act requires toregister under a portal for facilitating MSME vendors. The Company has registered in theplatform with Receivables Exchange of India Limited (RXIL) as a "Buyer" forMSMEs to electronically factor/discount their receivables on a without recourse basis athighly competitive & transparent financing terms. The Company cancelled itsregistration in "TReDS" platform as seller as it is no longer an MSME.

d. Credit Rating

During the year ICRA Limited has upgraded the long-term rating of the Company to[ICRA]A+ (pronounced ICRA A plus) ("Ratings") from [ICRA]A-%(pronounced ICRA Aminus on rating watch with positive implications) and also upgraded the short-term ratingto [ICRA]A1+ (pronounced ICRA A one plus) from [ICRA]A2+ (pronounced ICRA A two plus). Theoutlook on the long-term rating is Stable and the ratings have been removed from ratingwatch with positive implications. Further the ICRA has stated that the Company as part ofthe publicity material or other document wherever the Company is using the above Ratingsit should be stated as [ICRA]A+(Stable)/[ICRA]A1+.

e. Utilisation of funds

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

During the year ended March 31 2022 the Company has raised Rs.837.50 crore throughpreferential issue of equity shares and allotment of share warrants. The details of fundsraised and the manner of utlisation are as below:

Particulars Total Proceeds (Rs. Crore) ^?QtiiizedH onutiiises
Private Placement 500.00 261.17 238.83
Share warrants - Series A 237.50 - 237.50
Share warrants - Series B 100.00 - 100.00
Total 837.50 261.17 576.33

f. Register of members

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

g. Particulars of loans Guarantees and Investments by the Company

The Company makes investments or extends loans/ guarantees to its wholly ownedsubsidiaries for their business purposes as and when required by them for its emergentbusiness requirements.The details of loans guarantees and investments covered underSection 186 of the Act along with the purpose for which such loan or guarantee wasutilized by the recipient forms part of the Notes to standalone financial attached to thisAnnual report.

h. Business Responsibility Report

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

i. Demat Suspense Account/Unclaimed shares account The Company opened a Demat accountas Tejas Networks limited - Unclaimed Share Suspense Account with the ICICI Bank Limitedand transferred all unclaimed shares into one physical folio and further dematerializedthe said equity shares under a demat account. When any shareholder claim the Company willtransfer the same to his/her demat account by following the procedure as prescribed underthe regulations. These shares primarily belong to the former employees of the Company andtheir whereabouts are not known though the Company has taken sufficient steps to informthem based on the records available with the Company to claim the same by following theprocedure as prescribed under the regulations.

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

1 Particulars No. of Shareholders No. of Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1 2021 62 76653
Less: Number of Shareholders who approached the Company for transfer of shares from suspense account 2 2218
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31 2022 60 74435

j. Reconciliation of Share Capital

The Share capital audit was carried out by a qualified practicing Company Secretary toreconcile the total admitted equity share capital with NSDL and CDSL and the total issuedand listed equity share capital issued by the Company. The audit report confirms that thetotal issued / paid-up capital is in agreement with the total number of shares in physicalform and the total number of dematerialized shares held with NSDL and CDSL. The Report isavailable on the Company's website at www.tejasnetworks.com^reconciliation-of-share-capital-audit-report.php.

k. Investor Education and Protection Fund (IEPF)

The IEPF Rules states that all the shares in respect of which dividend has remainedunclaimed or unpaid for seven consecutive years or more are required to be transferred tothe demat Account of the IEPF Authority. The Company had declared its maiden dividendduring the year ended March 31 2019 and hence the amount of dividend remaining unclaimedor unpaid for a period of seven years from the date of transfer has not arisen till date.The details of Unpaid^nclaimed dividend as on March 31 2022 is available on the Company'swebsite at www.tejasnetworks.com^ shareholders.php.

l. Annual return

In accordance with the Companies Act 2013 a copy of the Annual Return as on March 312022 in the prescribed format is available on the Company's website atwww.tejasnetworks.com^disclosures. php.

m. Listing and Dematerlisation of equity shares

The equity shares of the Company are listed in the National Stock Exchange of IndiaLimited (scrip code: TEJASNET) and BSE Limited (scrip code: 540595 ) and for the purposeof dematerlisation of shares established a connectivity with the National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with theInternational Securities Identification Number (ISIN) allotted under the Depository Systemis INE 010J01012 through Link Intime India Private Limited our Registrar and ShareTransfer Agents.

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

a. Changes in the Board

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

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

iii. Resignation of Balakrishnan V (DIN: 02825465) as

Non-Executive Chairman and Independent Director of the Company with effect from April23 2022.

iv. Appointment of P R Ramesh (DIN: 01915274) and Prof. Bhaskar Ramamurthi (DIN:01914155) as Non-Executive Independent (Additional) Directors of the Board for a periodof 5 years from June 27 2022 to June 26 2027.

v. Resignation of Dr. Gururaj Deshpande (DIN: 01979383) as Non-Executive and Non-Independent Director of the Company with effect from June 28 2022.

b. Conversion of share warrants into equity shares Panatone exercised the rightattached to the Series A Warrants and subscribed to the equity share by remitting thebalance 75% of the Series A Warrant Exercise Price amounting to Rs.712.50 crore. On April8 2022 the Company allotted 36821706 equity shares at face value of Rs.1.0/- perequity share and a premium of Rs.248/- per equity shares upon exercise of warrantssubject to lock-in as per SEBI (Issue of Capital and Disclosure Requirements) guidelines.

c. Material Related party transactions

i. Approval to entering into Material Related Party Transactions with TataCommunications Limited a related party of the Company

ii. Approval to entering into Material Related Party Transactions with Tata ConsultancyServices Limited a related party of the Company

iii. Amendment to the Policy on Materiality of Related Party Transactions and onDealing with Related Party Transactions.

d. Share based employee benefits

i. Approval to adopt the Tejas Restricted Stock Unit Plan 2022 ("RSU 2022" orthe "Plan") and grant of Restricted Stock Units under RSU 2022 in one or moretranches not exceeding 5000000 RSUs to eligible persons who are in employment of theCompany exercisable into not more than 5000000 (Fifty Lakhs) equity shares of face valueof Rs.10 /- per equity share fully paid-up subject to the approval of Members of theCompany in the ensuing AGM.

ii. Amendment to the policy on Employee stock options plans and Restricted Stock UnitPlan.

e. Re-appointment of Statutory Auditors

The re-appointment of M/s Price Waterhouse Chartered Accountants LLP (Firm RegistrationNo. 012754N/N500016) as the Statutory Auditors of the Company under Section 139 of theCompanies Act 2013. M/s Price Waterhouse Chartered Accountants LLP will hold office foranother term of Five (5) consecutive years commencing from the financial year 2022-23 andending with the financial year 2026-27 subject to the approval of Members of the Company

f. Increase in Authorised Share Capital

The increase of the Authorised Capital of the Company from the existingRs.2000000000/- (Rupees Two Hundred crore) divided into 200000000 (Twenty crore)equity shares of Rs.1.0/- each to Rs.2600000000/- (Rupees Two Hundred and Sixty crore)divided into 260000000 (Twenty Six crore) equity shares of Rs.10/- each ranking paripassu in all respect with the existing equity shares of the Company and to make necessaryalteration in the capital clause of the Memorandum of Association of the Company subjectto the approval of the Members in the ensuing AGM.

Other than the above there are no other material changes and commitments affectingfinancial position between the end of the financial year and date of the report.

9. Audit and Auditors

a. Statutory Auditors - M/s. Price Waterhouse Chartered Accountants LLP (Firmregistration number No. 012754N/N500016)

M/s. Price Waterhouse Chartered Accountants LLP were appointed by the Members in their17th Annual General Meeting as the Statutory Auditors of the Company for aperiod of five consecutive years from the conclusion of 17th Annual GeneralMeeting (i.e) till the conclusion of 22nd Annual General Meeting. As such M/s.Price Waterhouse Chartered Accountants LLP are eligible for re-appointment for a furtherperiod of 5 years.

Based on the recommendations of the Audit Committee and the Board it is proposed tore-appoint M/s. Price Waterhouse Chartered Accountants LLP as statutory auditors of theCompany for a further period of 5 years from the conclusion of 22nd AnnualGeneral Meeting till the conclusion of 27th Annual General Meeting of theCompany on terms and conditions as mutually agreed upon between the M/s. Price WaterhouseChartered Accountants LLP and the Company subject to the approval of the Members.

M/s. Price Waterhouse Chartered Accountants LLP have given their consent for theirre-appointment as Statutory Auditors of the Company and has issued certificate confirmingthat their re-appointment if made will be within the limits prescribed under theprovisions of Section 139 of the Companies Act 2013 (‘the Act') and the rules madethereunder and are eligible for the proposed appointment under the Act the CharteredAccountants Act 1949 and the rules or regulations made thereunder. M/s. Price WaterhouseChartered Accountants LLP have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India. The resolutionseeking the approval of the Members for re-appointment of M/s. Price Waterhouse CharteredAccountants LLP as Statutory Auditors of the Company is provided in the Notice of theAnnual General Meeting.

The remuneration in the form of fees (excluding GST and out of pocket expenses) paidfor the year ended March 31 2022 to M/s. Price Waterhouse Chartered Accountants LLP asthe Statutory Auditors of the Company are as follows:

in Rs.crore
Engagement Fees paid
Other audit related services 0.12
Total 0.65

Note: The above fees exclude GST and out of pocket expenses and do not include anyelement of contingent fees.

b. Internal Auditors

The Board based on the recommendations of the Audit Committee has appointed anIndependent auditors M/s. Singhvi Dev and Unni Chartered Accountants LLP as InternalAuditors of the Company to carry out the internal audit functioning for FY 2023. Theremuneration in the form of fees (excluding GST) paid for the year ended March 31 2022 toM/s. Singhvi Dev and Unni Chartered Accountants LLP as Internal Auditors of the Companyare as follows:

in Rs.crore
[Engagement Fees paid 1
Audit fees 0.25
Other audit related service 0.03
Total 0.28

Note: The above fees exclude GST and out of pocket expenses and do not include anyelement of contingent fees.

c. Secretarial Auditor - Dwarakanath C Practicing Company Secretary (FCS No. 7723 andCertificate of Practice No. 4847) The Board based on the recommendations of the AuditCommittee has appointed Dwarakanath C Practicing Company Secretary as the SecretarialAuditor of the Company to conduct Secretarial Audit for FY 2023. The remuneration in theform of fees (excluding GST) paid for the year ended March 31 2022 to Dwarakanath CPracticing Company Secretary as the Secretarial Auditor of the Company are as follows:

in Rs.crore
Engagemen^^^^HB
Audit fees 0.03
Other audit related services 0.03
Total 0.06

Note: The above fees exclude GST and out of pocket expenses and do not include anyelement of contingent fees.

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

As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant. The Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of M/s. GNV &Associates Cost and Management Accountants a firm of Cost Accountants in Practice as theCost Auditors of the Company to conduct cost audits for relevant products prescribed underthe Companies (Cost Records and Audit) Rules 2014 for FY2023. The cost accounts andrecords of the Company are duly prepared and maintained as required under Section 148(1)of Act.

A resolution seeking approval of the members for ratifying the remuneration payable tothe Cost Auditors for FY 2022 is provided in the Notice of the ensuing Annual GeneralMeeting.

The remuneration in the form of fees (excluding GST) paid for the year ended March 312022 to M/s. GNV & Associates are as follows:

in Rs.crore
[Engagement Fees paid
Audit fees 0.01
Other audit related services 0.02
Total 0.03

Note: The above fees exclude GST and out of pocket expenses and do not include anyelement of contingent fees

e. Key Audit Matter

M/s. Price Waterhouse Chartered Accountants LLP Statutory Auditors of the Companyrendered an opinion regarding the fair presentation in the financial statements of thecompany's financial condition and operating results. Their audits are conducted inaccordance with GAAP and include a review of the internal controls to the extentnecessary to determine the audit procedures required to support their opinion. TheStatutory Auditors of the Company has issued an Audit Report with unmodified opinion onthe Audited Financial Results of the Company (Standalone and Consolidated) for the yearended March 31 2022.

The Key Audit Matter are those matters which in the opinion of the Statutory Auditorsof the Company were of most significance in the Audit of the Standalone / Consolidated INDAS financial statements for the year ended March 31 2022 and these matters were addressedin the context of the audit of the Standalone / Consolidated IND AS financial statementsfor the year ended March 31 2022 as a whole. The Key Audit Matter forms part of the Auditreport of Standalone / Consolidated IND AS financial statements.

10. Cyber Security

The Company believes that in the modern digital age cyber security is not anIT/information security issue but a business issue. The Company adopted amultidimensional approach to cyber security which enables the Company to protect the datausing a multi-layered defense mechanism and a combination of tools and techniques whichcomplement and augment each other. The processes and systems in the Company reduces thethreat and to mitigate the negative financial and reputational impacts and created anorganizational culture of cyber security which consistently practices effective cybersecurity policies processes and procedures including spear-phishing campaigns and cyberdata breach table-top exercises.

The Company as part of its cyber security implemented advanced cyber diagnosticassessments on a regular basis and also Cyber Threats Monitor Brand Monitor andInfrastructure Monitor as part of its cyber security prepardnes. Further the Companyensured information system resilience and implemented and periodically tested anenterprise-wide Business Continuity Plan and Disaster Recovery Plan.

The cyber security governance encompasses management oversight at various levels withthe ultimate responsibility assumed by the Board of Directors. The governance structure ofinformation/cyber security risk is helmed by the Risk Committee and Audit Committee allbeing Board-level Committees and chaired by Independent Directors. At the executivemanagement level there is a specialised Committee to review key areas of IT and cyberrisk. The BCM Steering Committee approves and monitors the implementation of the BCM planwhich includes the business continuity plan for processes disaster recovery plan andemergency response plan to mitigate the risk of injuries to clients and employees anddamage to the Company assets.

Additionally the Company have devised multiple key risk indicators dashboard to reviewsystem stability continuity and availability and network uptime.The Company undertakesmultiple assessments of the efficacy of its security controls by internal as well asexternal auditors. The Company also engaged an Independent Cyber Security agency for CyberSecurity Posture Assessment and the assessment report shared with the Board and RiskCommittee.

11. Data protection and privacy

The Company is committed to protecting the privacy of individuals whose personal datait holds and processing such personal data in a way that is consistent with applicablelaws and ensures safety and security of data including where it has presence in severaloverseas jurisdictions including Singapore the United States of America Mexico and UAEand committed in ensuring compliance with applicable laws across these jurisdictions. TheCompany has an integrated and centralized strategy for achieving data privacy complianceacross all jurisdictions. A set of principles have been defined with respect to handlingcustomer data including a mechanism in place for reporting any form of personal dataincident which is accessible to all employees in the Company. The Privacy regulationsrequire the personal data of customers to be protected throughout its entire lifecycle.Accordingly the Company has undertaken several comprehensive measures such ascategorising all personal data and sensitive personal data as ‘ConfidentialInformation' keeping record of all its processing activities entering intonon-disclosure and confidentiality agreements with employees and third parties who areprivy to customers' personal data.

12. COVID

The spread of COVID-19 has severely impacted businesses around the globe. The situationis constantly evolving and Governments in certain states imposed various restrictions withthe increase in number of COVID 19 cases during the year ended March 31 2022. The Companyhas considered various internal and external information available up to the date ofapproval of financial statements in assessing the impact of COVID-19 pandemic on thefinancial statements for the year ended March 31 2022.

During the year ended March 31 2022 uncertainties caused by the pandemic has resultedin some delays in customer payments and new orders. Management expects potential delays inexecuting the orders-in-hand due to an increase in lead-time for sourcing semiconductorcomponents. Based on current assessment management is of the view that some uncertaintyis likely to continue for the next few quarters till the demand-supply situation in thesemiconductor component industry stabilises.

The Company had capital infusion by way of issue of equity shares and share warrantsduring the year ended March 31 2022 and the Company does not have borrowings as at yearend. In the view of the management there is no significant impact on the immediateliquidity position of the company based on management's evaluation of future cash flowsfor the next one year. As at March 31 2022 management has made an assessment of therecoverability of carrying values of Property Plant and Equipment Intangible assetsInventories and Financial assets. Management has taken into account all possible impact ofknown events arising from COVID-19 pandemic and supply constraints in making thisassessment and has concluded that no further adjustments are considered necessary.

The above impact assessment is however a continuing process given the uncertaintiesassociated with its nature and duration. The Company will continue to closely monitor anymaterial changes to future economic conditions.

13. Corporate Social Responsibility (CSR)

The Company is committed to act in the best interests of its stakeholders and with asense of purpose by its involvement in socio-economic development which always beenintegral to the Company strategic objectives. The year under review was challenging yearfor humanity with the adverse impact of the COVID-19 pandemic which has huge impact onvulnerable and marginalized groups. The Company has invested in a concerted manner toprovide COVID-19 relief and rehabilitation with an aim of building resilient communitiesand swiftly responded to the pandemic by putting into action a series of reliefinitiatives. The Company has also participated in socio-economic activities either as partof its business or through its corporate social responsibility programs. The aim is toidentify critical areas of development that require investments and action and which canhelp to realise India's potential for growth and prosperity The Company's CSR andsustainability initiatives and practices covers various activities in the field ofeducation healthcare and communities ecology and environment etc.

In pursuance of the CSR Policy and in line with the requirement of the Companies Act2013 the Company spent Rs.46 lakhs being 2% of the average net profits of the Company forthe preceding three years. The CSR policy and initiatives taken by the Company onCorporate Social Responsibility during the year are available on the Company's website atwww.tejasnetworks.com^policies-codes.php. The Annual Report on the CSR activities in theformat prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is set out in ‘Annexure 5' to this Report.

14. Green Initiatives

Electronic copies of the Annual report for the year 2022 and the Notice of the 22ndAnnual General Meeting are sent only to Members whose email addresses are registered withthe Company/ depository participant (s). To support the "Green Initiative"Members who have not registered their email addresses are requested to register the samewith their DPs in case the shares are held by them in electronics form and with RTA incase the shares are held by them in physical form.

15. Cautionary Note

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

16. Acknowledgement

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

The Board also places on record its thanks to the Government of various countries wherewe operate. We thank the Government of India particularly the Ministry of Labour andemployment the Ministry of Communications the Ministry of Electronics and InformationTechnology the Ministry of Commerce and Industry the Ministry of Finance the Ministryof Corporate Affairs the Central Board of Direct Taxes the Central Board of IndirectTaxes 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 othergovernment agencies for their support and look forward to their continued support in thefuture.

Sd/- Sd/-
N. Ganapathy Subramaniam Sanjay Nayak
Bengaluru Chairman Managing Director and CEO
June 27 2022 (DIN:07006215) (DIN: 01049871)

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