Year End :2025-03

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

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

Dear Members,

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

I. Financial Performance

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

b. Financial Position in ' crore

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

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

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

of Standalone Financial Statements for details

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

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

(3) Includes capital work-in-progress.

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

c. Consolidated Performance

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

d. Standalone Performance

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

e. Earnings Per Share

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

f. Liquidity

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

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

g. Dividend

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

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

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

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

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

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

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

h. Transfer to Reserves

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

i. Share Capital
Authorised Share Capital

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

Paid-up Share Capital

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

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

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

k.Management Discussion and Analysis

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

II. Subsidiaries, Joint Ventures and Associate
Companies

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

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

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

Saankhya Labs Inc., USA

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

Tejas Communication Pte. Limited (“Tejas Communications”)

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

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

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

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

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

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

Appointment of Trustee for handling fractional entitlements

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

Institution of Employee Stock Option Plan

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

Constitution of the Tejas Networks Limited ESOP Trust

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

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

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

V. Human Resource

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

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

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

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

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

• Tejas Networks Limited Employee Stock Option Plan - 2014

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

• Tejas Networks Limited Employee Stock Option Plan - 2016

• TejaS Restricted Stock Units Plan 2017

• Tejas Restricted Stock Units Plan 2022

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

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

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

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

Particulars of Employees

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

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

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

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

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

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

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

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

VI. Directors and Key Managerial Personnel and

Senior Management Personnel

Directors

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

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

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

Independent Directors

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

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

Key Managerial Personnel

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

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

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

• Sumit Dhingra, Chief Financial Officer

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

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

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

Senior Management Personnel

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

• Kumar N Sivarajan, Chief Technology Officer

• V Sembian, Chief Supply Chain Officer

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

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

Board Governance

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

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

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

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

Board Charter / Policies

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

Board Evaluation

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

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

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

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

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

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

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

Policy on Board’s appointment

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

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

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

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

Policy on Board’s Remuneration

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

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

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

Directors’ Responsibility Statement

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

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

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

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

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

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

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

Business Integrity and Ethics

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

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

Internal Control Systems

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

Risk Management

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

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

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

Vigil Mechanism/ Whistle Blower Policy

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

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

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

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

Related Party Transactions

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

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

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

Secretarial Compliance

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

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

Investors' Education and Protection Fund

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

Annual return

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

Deposits from the Public

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

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

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

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

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

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

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

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

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

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

IX. Audit and Auditors

Statutory Auditors

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

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

Internal Auditors

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

Secretarial Auditors

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

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

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

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

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

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

Key Audit Matter

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

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

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

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

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

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

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

XI. Business Responsibility and Sustainability Report

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

XII. Corporate Social Responsibility

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

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

XIII. Green Initiatives

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

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

XIV. Cautionary Note

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

XV. Acknowledgement

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

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

Sd/- Sd/-

N Ganapathy Subramaniam Anand Athreya

May 30, 2025 Chairman Managing Director and CEO

Bengaluru (DIN:07006215) (DIN: 10118880)