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".

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

*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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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 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 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.

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.

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.

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.

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.

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.

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.

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

•Teja 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.

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

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.

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

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.

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)

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)

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.

The Company has charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk ManagementCommittee,theCorporateSocialResponsibility 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.

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.

InaseparatemeetingofIndependentDirectors,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.

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 _irectors' 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/.

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/.

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.

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.

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.

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/

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:

the Company's website at https://www.tejasnetworks.com/ policies-codes/.

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.

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.

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.

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/.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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/-

N Ganapathy Subramaniam

Anand Athreya

May 30, 2025 Chairman Managing Director and CEO Bengaluru

(DIN:07006215)

(DIN: 10118880)