Tejas Networks Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

h. Provisions and Contigencies

Provisions are recognized when the Company has a present
obligation (legal or constructive) as result of a past event,
it is probable that the Company will be required to settle
the obligation, and a reliable estimate can be made of the
amount of the obligation.

The amount recognized as a provision is the best estimate
of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the
risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time value
of money is material). The discount rate used to determine
the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage
of time is recognized as interest expense.

A disclosure for contingent liabilities is made where there is a
possible obligation or a present obligation that may probably
not require an outflow of resources or an obligation for which
the future outcome cannot be ascertained with reasonable
certainty. When there is a possible or a present obligation
where the likelihood of outflow of resources is remote, no
provision or disclosure is made.

Provision for warranty

The estimated liability for product warranties is recorded
when products are sold. These estimates are established
using historical information on the nature, frequency and
average cost of warranty claims and management estimates
regarding possible future incidence based on corrective
actions on product failures. The timing of outflows for
warranty will be upto three years.

As per the terms of the contracts, the Company provides post
sale support / warranty support to some of its customers. The
Company accounts for the post-contract support / provision
for warranty on the basis of the information available with the
Management duly taking into account the current and past
technical estimates.

i. Income taxes

The income tax expense or credit for the period is the tax
payable on the current period''s taxable income based on the
applicable income tax rate adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences
and unused tax losses.

The current income tax charge is calculated on the basis of
the tax laws enacted or substantively enacted at the end of
the reporting period. Management periodically evaluates
positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities. The
Company measures its tax balances for uncertain tax positions
either based on the most likely amount or the expected value,
depending on which method provides a better prediction of
the resolution of the uncertainty.

Current and deferred tax is recognized in statement of profit
and loss, except to the extent that it relates to item recognized
in other comprehensive income or directly in equity. In this
case, the tax is also recognized in other comprehensive
income or directly in equity, respectively.

j. Employee Benefits

(i) Short-term employee benefits

Liabilities for wages and salaries and performance incentives
that are expected to be settled wholly within 12 months
after the end of the period in which the employees render
the related service are recognized in respect of employees''
services up to the end of the reporting period and are
measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is not expected to be settled
wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore
measured at the present value of expected future payments
to be made in respect of services provided by employees up
to the end of the reporting period using the projected unit
credit method. The benefits are discounted using the market
yields on Government bonds that at the end of the reporting
period that have terms approximating to the terms of the
related obligation. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are
recognised in Statement of profit and loss.

The obligation for earned leave (despite not being expected
to be settled wholly within 12 months) is presented as current
liabilities in the balance sheet as the Company does not have
an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the
actual settlement is expected to occur.

(iii) Gratuity obligations (Defined Benefit Plan)

The Company provides for gratuity, a defined benefit plan (the
“GratuityPlan”) covering eligible employees in accordance with
the Payment of Gratuity Act, 1972. The Gratuity Plan provides
a lump sum payment to vested employees at retirement,
death, incapacitation or termination of employment, of an
amount based on the respective employee''s salary and the
tenure of employment.

The liability or asset recognized in the balance sheet in
respect of defined benefit gratuity plan is the present value

of the defined benefit obligation at the end of the reporting
period less the fair value of plan assets. The defined benefit
obligation is calculated annually by an actuary using the
projected unit credit method.

The present value of the defined benefit obligation is
determined by discounting the estimated future cash
outflows by reference to market yields at the end of the
reporting period on government bonds that have maturity
terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount
rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee
benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are
recognized in the period in which they occur, directly in
other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the
balance sheet.

Changes in the present value of the defined benefit obligation
resulting from plan amendments or curtailments are
recognized immediately in profit or loss as past service cost.

(iv) Defined contribution plans

The Company pays provident fund and pension contributions
to publicly administered funds as per local regulations.
The Company has no further payment obligations once
the contributions have been paid. The contributions are
accounted for as defined contribution plans and are
recognized as employee benefit expense when they are due.
Prepaid contributions are recognised as an asset to the extent
they reduce the amount of future contributions.

(v) Share-based payments

Share-based compensation benefits are provided to
employees via Employee Stock Option Plans and Restricted
Stock Units.

The Company has constituted the following plans - ‘Tejas
Networks Limited Employee Stock Option Plan 2014'', ‘Tejas
Networks Limited Employee Stock Option Plan 2014 - A'', ‘Tejas
Networks Limited Employees Stock Option Plan 2016'', ‘Tejas
Networks Limited Employee Stock Option Plan 2024'' ‘Tejas
Networks Limited Restricted Stock Unit Plan 2017'' (“RSU -
2017”) and ‘Tejas Networks Limited Restricted Stock Unit Plan
2022'' (“RSU - 2022”) for the benefit of eligible employees.

The fair value of options granted under the Employee Option
Plan is recognised as an employee benefits expense with
a corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of the
options granted:

a) including any market performance conditions

b) excluding the impact of any service and non-market
performance vesting conditions

c) including the impact of any non-vesting conditions

The total expense is recognized over the vesting period, which
is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the Company
revises its estimates of the number of ESOP/RSU that are
expected to vest based on the non-market vesting and
service conditions. It recognizes the impact of the revision to
original estimates, if any, in Statement of profit and loss, with
a corresponding adjustment to equity.

k. Government grants

Grants related to assets are reduced from the carrying amount
of the asset. Such grants are recognised in the Statement of
profit and loss over the useful life of the related depreciable
asset by way of reduced depreciation charge.

l. Cash Flow Statement

Cash flows from operating activities are reported using the
indirect method, whereby profit for the period is adjusted
for the effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating cash receipts
or payments and items of income or expenses associated
with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Company
are segregated.

m. Inventories

Inventories (raw material - components including assemblies
and sub assemblies) are stated at the lower of cost and net
realisable value. Cost of inventory includes cost of purchases
and all other costs incurred in bringing the inventories to their
present location and condition. Net realisable value is the
estimated selling price in the ordinary course of business less
the estimated costs of completion and the estimated costs
necessary to make the sale.

n. Trade receivables

Trade receivables are amounts due from customers for goods
sold or services performed in the ordinary course of business
and reflects company''s unconditional right to consideration
(that is, payment is due only on the passage of time). Trade
receivables are recognised initially at the transaction price as
they do not contain significant financing components. The
company holds the trade receivables with the objective of
collecting the contractual cash flows and therefore measures
them subsequently at amortised cost using the effective
interest method, less loss allowance.

The Company classifies the right to consideration in exchange
for deliverables either as receivable or unbilled revenue.
A receivable is a right to consideration that is conditional
only upon passage of time. Revenue recognised in excess
of billings is towards unbilled revenue and is classified as a
financial asset as only the passage of time is required before
the payment is due.

Trade receivables and unbilled revenue are presented net of
expected credit losses in the Balance Sheet.

Invoicing in excess of earnings are classified as contract
liabilities which is disclosed as deferred revenue.

o. Cash and cash equivalents

For the purpose of presentation in the statement of cash
flows, cash and cash equivalents include cash on hand,
deposits held at call with financial institutions, other short¬
term, highly liquid investments with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk
of changes in value.

p. Borrowings

Borrowings are initially recognized at fair value, net of
transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognized in profit or loss over the period of the
borrowings using the effective interest method. Fees paid
on the establishment of loan facilities are recognized as
transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalized as
a prepayment for liquidity services and amortised over the
period of the facility to which it relates.

Borrowings are removed from the balance sheet when the
obligation specified in the contract is discharged, cancelled
or expired. The difference between the carrying amount of a
financial liability that has been extinguished or transferred to
another party and the consideration paid, including any non¬
cash assets transferred or liabilities assumed, is recognised in
Statement of profit and loss under other expenses.
Borrowings are classified as current liabilities unless the
Company has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
Where there is a breach of material provision of a long term
loan arrangement on or before the date of the reporting
period with the effect that the liability becomes payable on
demand on the reporting date, the Company does not classify
the liability as current, if the lender agreed, after the reporting
period and before approval of the financial statements for
issue, not to demand payment as a consequence of the
breach.

q. Borrowing cost

Specific borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are
capitalized during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying
assets are assets that necessarily take a substantial period of time
to get ready for their intended use or sale.

Investment income earned on the temporary investment of
specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for
capitalization.

Other borrowing costs are expensed in the period in which
they are incurred.

r. Foreign Currency Transactions

(i) Functional and presentation currency

Items included in the financial statements of the entity are
measured using the currency of the primary economic
environment in which the entity operates (''the functional
currency''). The financial statements are presented in Indian
rupee, which is the Company''s functional and presentation
currency.

(ii) Transactions and translations

Foreign currency transactions are translated into the
functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are generally
recognized in statement of profit and loss. A monetary item
for which settlement is neither planned nor likely to occur

in the foreseeable future is considered as a part of entity''s
net investment in that foreign operation. Non-monetary
assets and non-monetary liabilities denominated in a foreign
currency and measured at fair value are translated at the
exchange rate prevalent at the date when the fair value
was determined. Non-monetary assets and non-monetary
liabilities denominated in a foreign currency and measured at
historical cost are translated at the exchange rate prevalent at
the date of transaction.

Foreign exchange differences arising on translation of
foreign currency borrowings are presented in the statement
of profit and loss, within finance costs, where applicable. All
other foreign exchange gains and losses are presented in
the statement of profit and loss on a net basis within other
income or other expense.

s. Earnings per equity share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Company

- by the weighted average number of equity shares
outstanding during the financial year, adjusted for bonus
elements in equity shares issued during the year and
excluding treasury shares.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account:

- the after income tax effect of interest and other financing
costs associated with dilutive potential equity shares, and

- the weighted average number of additional equity shares
that would have been outstanding assuming the conversion
of all dilutive potential equity shares.

- potentially issuable equity shares, that could potentially
dilute basic earnings per share, are not included in the
calculation of diluted earnings per share when they are anti
dilutive for the period presented.

t. Segment Reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker (CODM).

u. Contributed Equity

Equity shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax from the proceeds.

v. Dividends

Provision is made for the amount of any dividend declared,
being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but
not distributed at the end of the reporting period.

w. Exceptional Items

When an item of income or expense within Statement of
profit and loss from ordinary activity is of such size, nature
or incidence that its disclosure is relevant to explain the
performance of the Company for the year, the nature and
amount of such items is disclosed as exceptional items.

x. Rounding of amounts

All amounts disclosed in the financial statements and notes
have been rounded off to the nearest crore with two decimals
as per the requirement of Schedule III, unless otherwise
stated.

Note no. 33: Employee Stock Option Plan (ESOP) and
Restricted Stock Units (RSU)

(i) . Employees Stock Option Plan 2008 (ESOP Plan 2008)
(Saankhya Labs Private Limited)#: Saankhya Labs Private
Limited has introduced the Equity settled Employees Stock
Option Plan (ESOP) Scheme 2008 effective from 1st February,
2008. The total Pool size of the scheme 2008 is 2,00,000
options, with an exercise price of 710/- each and with an
exercise period of 20 years from the vesting date. Pursuant
to the ESOP scheme 2008, the company has given various
grants to employees from time to time. The ESOP Scheme
2008 is revised on 22nd December, 2011 with retrospective
effect by incorporating a change in the frequency of vesting
and other vesting conditions. The life of the options granted
is 4 years with annual 25% vesting under the original scheme
2008. As per the revised Scheme 2012, there is a change in
the vesting, i.e. after the first annual vesting, all subsequent
vesting are on a quarterly basis. (Refer Note (ix)(a) below)

(ii) Employees Stock Option Plan 2012 (ESOP Plan 2012)
(Saankhya Labs Private Limited)#: Saankhya Labs Private
Limited has introduced a new Equity settled ESOP Scheme
2012 on 22nd December, 2011 with immediate effect. The total
Pool size of the scheme 2012 was with 1,00,000 options with
an exercise price of 710/- each and with an exercise period of
20 years from the vesting date. The scheme provides for the
grade vesting, upon completion of 1st year 25% and 6.25%
every quarter thereafter. The total pool size is increased to

11.00. 000 options in November 2018. (Refer Note (ix)(b) below)

(iii) Employees Stock Option Plan - 2014 (“ESOP Plan 2014”)
The Company pursuant to resolutions passed by the Board
and the Shareholders, dated May 29, 2014 and September

24, 2014, respectively, has adopted ESOP Plan 2014. This
was subsequently modified pursuant to the Shareholders''
resolutions dated March 28, 2016 and November 19, 2016.
Pursuant to ESOP Plan 2014, options to acquire Equity
Shares may be granted to eligible employees (as defined in
ESOP Plan 2014). The aggregate number of Equity Shares,
which may be issued under ESOP Plan 2014, shall not exceed
71,01,767 Equity Shares. The options granted under the plan
have a graded vesting over a period of four years, which are
exercisable within fifteen years from the date of vesting.
Options granted under the plan are equity settled. (Refer
Note (ix)(c) below)

(iv) Employees Stock Option Plan - 2014-A (“ESOP Plan 2014-
A”) The Company pursuant to resolutions passed by the
Board and the Shareholders, dated June 27, 2016 and July

25, 2016, respectively has adopted ESOP Plan 2014-A. This
was subsequently modified pursuant to the Shareholders
resolution dated November 19, 2016. Further modified by
resolution passed by board dated October 21, 2020. Pursuant
to ESOP Plan 2014-A, options to acquire Equity Shares may
be granted to eligible employees (as defined in ESOP Plan
2014-A). The aggregate number of Equity Shares, which
may be issued under ESOP Plan 2014-A, shall not exceed

20.00. 000 Equity Shares. The options granted under the
plan have a graded vesting over a period of four years, which

are exercisable within eight years from the date of vesting.
Options granted under the plan are equity settled. (Refer
Note (ix)(d) below)

(v) Employees Stock Option Plan - 2016 (“ ESOP Plan 2016”)
The Company pursuant to resolutions passed by the Board
and the Shareholders, dated August 02, 2016 and August
29, 2016, respectively has adopted ESOP Plan 2016. This
was subsequently amended pursuant to the Shareholders
resolution dated November 19, 2016. Further modified by
resolution passed by board dated October 21, 2020. Pursuant
to ESOP Plan 2016, options to acquire Equity Shares may be
granted to eligible employees (as defined in ESOP Plan 2016).
The aggregate number of Equity Shares, which may be issued
under ESOP Plan 2016, shall not exceed 50,00,000 Equity
Shares. The options granted under the plan have a graded
vesting over a period of four years, which are exercisable
within eight years from the date of vesting. Options granted
under the plan are equity settled. (Refer Note (ix)(e) below)

(vi) Employees Stock Option Plan -2024 (“ ESOP Plan 2024”)
Employees Stock Option Plan -2024 (“ ESOP Plan 2024”) The
Company pursuant to resolutions passed by the Board dated
October 9, 2024 and has adopted ESOP Plan 2024. This Plan
was implemented following the merger of Saankhya Labs
Private Limited with the Company, pursuant to the Scheme
of Amalgamation. The aggregate number of Equity Shares,
which may be issued under ESOP Plan 2024, shall not exceed
11,26,854 Equity Shares. All options granted to under the
Saankhya ESOP Plans have been automatically cancelled.
Pursuant to ESOP Plan 2024, options may be granted to
eligible employees (as defined in ESOP Plan 2024). The
options granted under the plan are equity settled. (Refer Note
(ix)(f) below)

#In terms of the scheme of amalgamation, the existing
Saankhya ESOP plan is discontinued and Tejas Networks
Limited ESOP Plan- 2024 has been instituted for employees

of the Company, including such employees who were the
employees of erstwhile Saankhya Labs Private Limited
(Saankhya Labs) and Saankhya Strategic Electronics Private
Limited (SSE) and have become employees of the Company
pursuant to the scheme of amalgamation.

(vii) Restricted Stock Unit Plan 2017 (“RSU Plan 2017”) The
Company pursuant to resolutions passed by the Board and
the Shareholders, dated August 26, 2017 and September 27,
2017, respectively, has adopted RSU Plan 2017. Pursuant to
RSU Plan 2017, restricted stock units (“RSUs”) may be granted
to eligible employees (as defined in RSU Plan 2017). The
aggregate number of Equity Shares, which may be issued
under RSU Plan 2017, shall not exceed 30,00,000 Equity Shares.
The RSUs granted under the plan have a graded vesting over
a period of four years, which are exercisable within four years
from the date of vesting. The RSUs granted under the plan
are equity settled. (Refer Note (ix)(g) below)

(viii) Restricted Stock Unit Plan 2022 (“RSU Plan 2022”) The
Company pursuant to resolutions passed by the Board and
the Shareholders, dated April 22, 2022 and July 26, 2022,
respectively, has adopted RSU Plan 2022. Pursuant to RSU
Plan 2022, restricted stock units (“RSUs”) may be granted
to eligible employees (as defined in RSU Plan 2022). The
aggregate number of Equity Shares, which may be issued
under RSU Plan 2022, shall not exceed 50,00,000 Equity
Shares. The RSUs granted under the plan have a graded
vesting over a period of four years, which are exercisable
within four years from the date of vesting. The RSUs granted
under the plan are equity settled. (Refer Note (ix)(h) below)

As the Company has implemented RSU plan during the
financial year 2017-18, the Company does not plan to grant
any new options from the pool available from the current
ESOP Schemes. Consequently, the options available for grant
were considered as "NIL" for the current ESOP schemes.
Hence, other information is not applicable for the year ended
March 31, 2025 and March 31, 2024.

Note no. 39: Additional regulatory information

(i) Details of benami property held

No proceedings have been initiated on or are pending against
the Company under the Prohibition of Benami Property
Transactions Act, 1988 (as ammended in 2016) (formerly the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and
Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowing limits sanctioned from banks
on unsecured basis. The quarterly returns or statements
filed by the Company with banks are in agreement with the
books of accounts. The Company does not have any secured
borrowings as at March 31, 2025 and March 31, 2024.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by
any bank or financial institution or government or any
government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck
off under Companies Act, 2013 or Companies Act, 1956.

(iv) Compliance with number of layers of companies

The Company has complied with the number of layers
prescribed under section 2(87) of the Companies Act, 2013
read with Companies (Restriction of number of layers) Rules,
2017.

(v) Compliance with approved scheme(s) of arrangements -
Refer Note no. 41

(vii) Utilisation of borrowed funds and share premium
The Company has not advanced or loaned or invested funds
to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding (whether recorded
in writing or otherwise) that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf
of the ultimate beneficiaries.

The company has not received any fund from any person(s) or
entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise)
that the Company shall:

a. directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the
ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income
during the current or previous year in the tax assessments
under the Income Tax Act, 1961, that has not been recorded in
the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or
virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, intangible
asset and investment property

The Company has not revalued its property, plant and
equipment (including right-of-use assets) or intangible assets
or both during the current or previous year.

(xi) Other regulatory information

i) Registration of charges or satisfaction with Registrar of
Companies

There are no charges or satisfaction which are yet to be
registered with the Registrar of Companies beyond the
statutory period.

ii) Core investment companies (CIC)

The Group (including entities part of the ultimate holding
company) has five CICs which are registered with the
Reserve Bank of India and one CIC which is not required
to be registered with the Reserve Bank of India.

Note no. 40: Dividend

The Board of Directors in their meeting held on April 25, 2025,
recommended the payment of dividends of '' 2.5 per fully paid
up equity share of '' 10 each for the financial year 2024-25. The
proposed dividend is subject to the approval of shareholders
in the ensuing annual general meeting.

Note no. 41 : Business Combination

The Board of Directors of Saankhya Labs and SSE (transferor
companies) and the Company, at their respective meetings
held on September 29, 2022, approved the draft Scheme of
Amalgamation (the “Scheme”) in relation to the amalgamation

of Saankhya Labs and SSE with the Company under Sections
230 to 232 and other applicable provisions of the Companies
Act, 2013 and the rules thereunder. The scheme was approved
by the National Company Law Tribunal (NCLT) on August 20,
2024. The Company received the certified copy of the NCLT
order on September 05, 2024 and filed the orders with the
Registrar of Companies (RoC), Bengaluru on September 25,
2024. The scheme provided for an appointed date of July 01,
2022. Pursuant to filing of the orders with the RoC, Saankhya
Labs and SSE stand dissolved without being wound up.

In accordance with the terms of the approved Scheme,
the shareholders of Saankhya Labs were to receive 112
equity shares of the Company for every 100 equity shares of
Saankhya Labs, held by them. During the year, the Company
has allotted 38,71,084 shares to the aforesaid shareholders of
Saankhya Labs.

In accordance with the Scheme all assets, liabilities, reserves
and surplus of the transferor companies have been transferred
to and vested in the Company with effect from the appointed
date.

Pursuant to scheme of amalgamation:

a) All assets, liabilities and reserves relating to the financial
statements of the transferor companies have been
transferred and vested in the Company.

b) The Company had credited to the Share issuance pending
allotment account, the aggregate face value of the new
equity shares to be issued and allotted under the Scheme
to shareholders of Saankhya Labs, which has been issued
subsequently.

c) The amount of any intercompany balances between
the transferor companies and the Company have been
cancelled.

d) The accounting policies followed by the transferor
companies have been adjusted for differences (if any)
between the accounting policies followed by the
Company and the transferor companies. The accounting
policies followed by the Company have prevailed.

e) The surplus arising out of: (i) the values of assets over
the values of liabilities and reserves taken over on
amalgamation; (ii) Existing investment of the Company
in Saankhya Labs; (iii) Face value of equity shares to be
issued to the shareholders of Saankhya Labs; and (iv) after
considering adjustments for elimination of intercompany
balances and differences in accounting policies followed
by the transferor companies, is recorded as capital reserve.

Note no. 42: Government grants

Pursuant to the approval received from the Department of Telecommunication under the Production Linked
Incentive (PLI) Scheme, the Company has recognised PLI incentive of '' 467.70 crore for the year ended March 31, 2025
(March 31, 2024: 156.36) under "Other operating revenue" in the financial statements, considering there is reasonable assurance that
the Company will comply with the conditions attached to the PLI scheme and that the grant will be received. (Refer Note no. 22).

Note no. 43:

The Company has identified "telecom and data networking related products and services" as its only reportable segment. The
Company publishes the Standalone Financial Statements of the Company along with the Consolidated Financial Statements. In
accordance with Ind AS 108 - Operating Segments, the Company has disclosed the segment information in the Consolidated
Financial Statements.

for Price Waterhouse Chartered Accountants LLP for and on behalf of the Board of Directors of

Firm Registration Number (FRN 012754N/N500016) Tejas Networks Limited

Prasanna Padar Mahabala N Ganapathy Subramaniam Anand S Athreya

Partner Non-Executive Chairman Managing Director and CEO

Membership no: 206477 (DIN: 07006215) (DIN:10118880)

Arnob Roy Sumit Dhingra

Executive Director and COO Chief Financial Officer

(DIN:03176672)

N R Ravikrishnan
General Counsel,

Place: Bengaluru Chief Compliance Officer &

Date: April 25, 2025 Company Secretary


Mar 31, 2024

8 Provisions and Contigencies

Provisions are recognized when the Company has a present obligation (legal or constructive) as result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources or an obligation for which the future outcome cannot be ascertained with reasonable certainty. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provision for warranty

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise - being typically upto three years.

As per the terms of the contracts, the Company provides post sale support / warranty support to some of its customers. The Company accounts for the post-contract support / provision for warranty on the basis of the information available with the Management duly taking into account the current and past technical estimates.

9 Income taxes

The income tax expense or credit for the period is the tax payable on the current period''s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The Company measures its tax balances for uncertain tax positions either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Current and deferred tax is recognized in statement of profit and loss, except to the extent that it relates to item recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

10 Employee Benefits

(i) Short-term employee benefits

Liabilities for wages and salaries and performance incentives that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields on Government bonds that at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in Statement of profit and loss.

The obligation for earned leave (despite not being expected to be settled wholly within 12 months) is presented as current liabilities in the balance sheet as the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Gratuity obligations (Defined Benefit Plan)

The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment.

The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by an actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have maturity terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in

which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service cost.

(iv) Defined contribution plans

The Company pays provident fund and pension contributions to publicly administered funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and are recognized as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent they reduce the amount of future contributions.

(v) Share-based payments

Share-based compensation benefits are provided to employees via Employee Stock Option Plans and Restricted Stock Units.

The Company has constituted the following plans - ‘Tejas Employee Stock Option Plan 2014'', ‘Tejas Employee Stock Option Plan 2014 -A, ‘Tejas Employees Stock Option Plan 2016’, ‘Tejas Restricted Stock Unit Plan 2017’ (“RSU - 2017”) and ‘Tejas Restricted Stock Unit Plan 2022’ (“RSU - 2022”) for the benefit of eligible employees.

The fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

a) including any market performance conditions

b) excluding the impact of any service and non-market performance vesting conditions

c) including the impact of any non-vesting conditions

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the Company revises its estimates of the number of ESOP/RSU that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in Statement of profit and loss, with a corresponding adjustment to equity.

11 Government grants

Grants related to assets are reduced from the carrying amount of the asset. Such grants are recognised in the Statement of profit and loss over the useful life of the related depreciable asset by way of reduced depreciation charge.

12 Cash Flow Statement

Cash flows from operating activities are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

13 Inventories

Inventories (raw material - components including assemblies and sub assemblies) are stated at the lower of cost and net realisable value. Cost of inventory includes cost of purchases and all other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

14. Trade Receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business and reflects company’s unconditional right to consideration (that is, payment is due only on the passage of time). Trade receivables are recognised initially at the transaction price as they do not contain significant financing components. The company holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance.

The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue. A receivable is a right to consideration that is conditional only upon passage of time. Revenue in excess of billings is recorded as unbilled revenue and is classified as a financial asset as only the passage of time is required before the payment is due.

Trade receivables and unbilled revenue are presented net of expected credit losses in the Balance Sheet.

Invoicing in excess of earnings are classified as contract liabilities which is disclosed as deferred revenue.

15 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

16 Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in Statement of profit and loss under other expenses.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of material provision of a long term loan arrangement on or before the date of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the Company does not classify the liability as current, if the lender agreed, after the reporting period and before approval of the financial statements for issue, not to demand payment as a consequence of the breach.

17 Borrowing Cost

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other borrowing costs are expensed in the period in which they are incurred.

18 Foreign Currency Transactions

(i) Functional and presentation currency

Items included in the financial statements of the entity are measured using the currency of the primary economic environment in which the entity operates (''the functional currency''). The financial statements are presented in Indian rupee, which is the Company''s functional and presentation currency.

(ii) Transactions and translations

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in statement of profit and loss. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is considered as a part of entity''s net investment in that foreign operation. Non-monetary assets and nonmonetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and nonmonetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.

Foreign exchange differences arising on translation of foreign currency borrowings are presented in the statement of profit and loss, within finance costs, where applicable. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other income or other expense.

19 Earnings per equity share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Company

- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

- the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

- potentially issuable equity shares, that could potentially dilute basic earnings per share, are not included in the calculation of diluted earnings per share when they are anti dilutive for the period presented.

20 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).

21 Contributed Equity

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax from the proceeds.

22 Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

23 Exceptional Items

When an item of income or expense within Statement of profit and loss from ordinary activity is of such size, nature or incidence that its disclosure is relevant to explain the performance of the Company for the year, the nature and amount of such items is disclosed as exceptional items.

24 Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest crore with two decimals as per the requirement of Schedule III, unless otherwise stated.

Note No. 31: Employee Stock Option Plan (ESOP) and Restricted Stock Units (RSU)

(i) . Employees Stock Option Plan - 2014 (“ESOP Plan 2014”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, has adopted ESOP Plan 2014. This was subsequently modified pursuant to the Shareholders’ resolutions dated March 28, 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity Shares. The options granted under the plan have a graded vesting over a period of four years, which are exercisable within fifteen years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(a) below)

(ii) Employees Stock Option Plan - 2014-A (“ESOP Plan 2014-A”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated June 27, 2016 and July 25, 2016, respectively

has adopted ESOP Plan 2014-A. This was subsequently modified pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2014-A, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014-A). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014-A, shall not exceed 20,00,000 Equity Shares. The options granted under the plan have a graded vesting over a period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(b) below)

(iii) Employees Stock Option Plan - 2016 (“ ESOP Plan 2016”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29, 2016, respectively has adopted ESOP Plan 2016. This was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2016). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2016, shall not exceed 50,00,000 Equity Shares. The options granted under the plan have a graded vesting over a period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(c) below)

(iv) Restricted Stock Unit Plan 2017 (“RSU Plan 2017”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 26, 2017 and September 27, 2017, respectively, has adopted RSU Plan 2017. Pursuant to RSU Plan 2017, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan 2017). The aggregate number of Equity Shares, which may be issued under RSU Plan 2017, shall not exceed 30,00,000 Equity Shares. The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. The RSUs granted under the plan are equity settled. (Refer Note (vi)(d) below)

(v) Restricted Stock Unit Plan 2022 (“RSU Plan 2022”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated April 22, 2022 and July 26, 2022, respectively, has adopted RSU Plan 2022. Pursuant to RSU Plan 2022, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan 2022). The aggregate number of Equity Shares, which may be issued under RSU Plan 2022, shall not exceed 50,00,000 Equity Shares. The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. The RSUs granted under the plan are equity settled. (Refer Note (vi)(e) below)

As the Company has implemented RSU plan during the financial year 2017-18, the Company does not plan to grant any new options from the pool available from the current ESOP Schemes. Consequently, the options available for grant were considered as "NIL" for the current ESOP schemes. Hence, other information is not applicable for the year ended March 31, 2023 and March 31, 2024.

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as ammended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(iv) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with Companies (Restriction of number of layers) Rules, 2017.

(v) Compliance with approved scheme(s) of arrangements - Refer Note No. 40

(vi) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Borrowing secured against current assets

The Company has borrowing limits sanctioned from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with banks and financial institutions are in agreement with the books of accounts. The Company does not have any secured borrowings as at March 31, 2024.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(xi) Other regulatory information

i) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

ii) Core investment companies (CIC)

The group (including entities part of the ultimate holding company) has five CICs which are registered with the Reserve Bank of India and two CIC which is not required to be registered with the Reserve Bank of India.

Note No. 39: Dividend

As per the Company’s dividend policy, the Board can recommend to distribute dividend upto 25% of the free cash flow of the corresponding Financial Year, out of retained earnings, after taking into account the relevant provisions of the Companies Act. For the year ended March 31 2024, the Board has reviewed and decided not to recommend any dividend.

Note No. 40 : Business acquisition of Saankhya Labs Private Limited and proposed Merger

The Company during the quarter ended September 30, 2022, acquired 64.40% of equity shares in Saankhya Labs Private Limited (Saankhya Labs) through secondary purchase at a price of '' 454.19 per equity share amounting to '' 283.94 crore. On July 08, 2022, Saankhya Labs acquired 100% shareholding in Saankhya Strategic Electronics Private Limited (SSE). Consequent to such acquisition Saankhya Labs and SSE have become subsidiary and a step-down subsidiary of the Company with effect from July 01, 2022 and July 08, 2022 respectively.

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

Further, on July 27, 2023, the Company filed the merger application under Section 230 and 232 of the Companies Act, 2013 with National Company Law Tribunal (NCLT) Bangalore, for the merger of Transferor Companies with the Company. Pursuant to an order dated December 7, 2023, the Hon''ble National Company Law Tribunal, Bengaluru Bench, the Company held separate meetings of the Equity Shareholders and Unsecured Creditors of the Company for purpose of considering and approving the Scheme of

Amalgamation on February 9, 2024. The resolution was passed with requisite majority by the Equity Shareholders and Unsecured Creditors of the Company

The Scheme is subject to receipt of necessary approvals from NCLT and such other persons and authorities as may be required. Upon implementation of the Scheme, the shareholders holding the remaining 35.60% equity shares in Saankhya Labs will be issued 112 equity shares of the Company for every 100 equity shares held in Saankhya Labs. Till such time, the Transferor Companies will continue to operate as majority-owned subsidiaries of Tejas Networks Limited.

Note No. 41: Government grants in ''

The Company received approval from the Department of Telecommunication under the Production Linked Incentive (PLI) Scheme communicated vide SIDBI’s (Project Management Agency) letter dated October 31, 2022. Based on an application made by the Company during the year for the PLI for the financial year ended March 31, 2023, the Company received the approval for the claim vide sanction letters dated February 12, 2024 and March 28, 2024 from the Department of Telecommunication and has received

'' 32.66 by March 31, 2024 which has been recognized as income during the year and presented under other operating revenue in the statement of profit and loss. Further, the Company is eligible for the PLI for the year ended March 31, 2024, for which there is reasonable assurance that the company will comply with the conditions attached to the PLI scheme and that the grant will be received and thus has recognized an income of '' 123.70 towards such PLI under other operating revenue in the statement of profit and loss (Refer Note No. 20).

Note No. 42:_

The Company is primarily engaged in the business of manufacture and distribution Wireline and Wireless telecom and data networking products. In accordance with Ind AS 108 “Operating Segments”, the Company has presented segment information on the basis of its consolidated financial statements

Note No. 43:_

Previous year''s figures have been regrouped/ reclassified wherever necessary to conform with the current year''s classification / disclosure. However, there have been no material regroupings/reclassifications.

for Price Waterhouse Chartered Accountants LLP for and on behalf of the Board of Directors of Tejas Networks Limited

Firm Registration Number (FRN 012754N/N500016)

Chartered Accountants

Mohan Danivas S A N Ganapathy Subramaniam Anand S Athreya

Partner Non-Executive Chairman CEO and Managing Director

Membership no: 209136 (DIN: 07006215) (DIN:10118880)

Place: Bengaluru Arnob Roy Sumit Dhingra

Date'' April 22 2024 COO and Whole Time Director Chief Financial Officer

(DIN:03176672)

N R Ravikrishnan

General Counsel, Chief Compliance Officer & Company Secretary


Mar 31, 2023

Notes:

1. Additions to Intangible Assets under development includes capitalization of employee benefit expense and other eligible expenses (Refer Note No. 22 and Note No. 24).

2. Management has carried out an impairment evaluation of its intangible assets under development as at March 31, 2023 and concluded that no impairment is considered necessary as the recoverable amounts of the individual cash generating units (CGUs) are higher than their respective carrying amounts. The recoverable amounts of the individual CGUs were determined using the value-in-use method. Key assumptions used in the value-in-use method include revenue growth projections and discount rate. A decrease in projected revenue across individual CGUs by 35% to 60% (March 31, 2022: by 6% to 16%) would result in the recoverable amount being equal to the carrying amount. No reasonable possible change in the discount rate is likely to result in the recoverable amount of the CGUs being equal to their carrying amount.

3. As at March 31, 2023, the net carrying amount of product development is '' 88.89 (March 31, 2022 - '' 79.50). The Company estimates the useful life of product development to be 2 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 2 years, depending on technical innovations and competitor actions. If it were only 1 year, the carrying amount would be '' 53.02 as at March 31, 2023 ('' 48.17 as at March 31, 2022). If the useful life were estimated to be 3 years, the carrying amount would be '' 121.74 as at March 31, 2023 ('' 102.04 as at March 31, 2022).

(a) Intangible assets under development ageing schedule

Pursuant to a definitive agreement entered into by the Company with Saankhya Labs Private Limited (Saankhya Labs) and its shareholders on March 30, 2022, the Company acquired majority stake in Saankhya Labs Private Limited on July 1, 2022. The Company between July 01, 2022 to August 19, 2022 acquired 64.40% of equity shares in aggregate through secondary purchase at a price of '' 454.19 per equity share aggregating to '' 283.94 crore.

Preference shares are redeemable only at the option of Tejas Communication Pte. Ltd and carry a cumulative right of dividend at a fixed rate 0.01% ($0.0001 per share). This investment has been treated as investment in an equity instrument.

3Management has carried out an impairment evaluation of its investment in its subsidiaries as at March 31, 2023 and concluded that no impairment is considered necessary. Where the company has used value in use method for its assessment, key assumptions used include revenue growth projections and discount rate. A decrease in projected revenue by 5.3% would result in the recoverable amount being equal to the carrying amount. No reasonable possible change in the discount rate is likely to result in the recoverable amount being equal to their carrying amount.

* 3,27,27,930 partly paid equity shares issued by the Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016.

a) Terms and rights attached to equity shares

Equity shares have a par value of '' 10/-. They entitle the holder to participate in dividends declared if any, and to share in the proceeds upon winding up of the Company in proportion to the number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

b) During the year ended March 31, 2022, the Company made preferential allotment, based on the approval of the Board of Directors, as follows:

• 1,93,79,845 equity shares, having face value of '' 10/- each, at a price of '' 258 per Equity Share, aggregating to '' 500 (“Subscription Shares”);

• 3,68,21,706 warrants, each carrying a right to subscribe to 1 (one) equity share at an exercise price of '' 258 per equity share aggregating to '' 950 (“Series A Warrant Exercise Price”), which may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until expiry of 11 (eleven) months from the date of allotment of the warrants (“Series A Warrants”); and

• 1,55,03,876 warrants, each carrying a right to subscribe to 1 (one) equity share at an exercise price of '' 258 per equity share aggregating to '' 400 (“Series B Warrant Exercise Price”), which may be exercised in one or more tranches during the period commencing after the expiry of 12 (twelve) months

from the date of allotment of the warrants until expiry of 18 (eighteen) months from the date of allotment of the warrants (“Series B Warrants”);

on terms and conditions as determined by the Board in accordance with the SEBI (ICDR) Regulations and other applicable laws, and as set out in the share subscription agreement executed between the Company and Panatone Finvest Limited (a subsidiary of Tata Sons Private Limited).

The Company on September 7, 2021 received a total amount aggregating to '' 837.50, which includes exercise price on subscription shares amounting to '' 500.00 and 25% of the Series A Warrants and Series B Warrants amounting to '' 237.50 and '' 100.00 respectively.

In view of substantial acquisition of securities, voting rights and control over the Company, Panatone Finvest Limited along with Akashastha Technologies Private Limited (a subsidiary of Panatone Finvest Limited) and Tata Sons Private Limited made an Open Offer to acquire 4,02,55,631 fully paid-up equity shares at '' 258/-per equity share. The open offer tendering commenced on October 11, 2021 and ended on October 26, 2021. 2,592 equity shares were acquired through the open offer. Upon completion of the Open Offer, Panatone Finvest Limited is designated as promoter of the Company and Akashastha Technologies Limited and Tata Sons Private Limited as members of the Promoter Group of the Company. On April 8, 2022, the balance 75% of the exercise price of Series A Warrants amounting to '' 712.50 was received against allotment of 3,68,21,706 number of equity shares. On February 03, 2023 Panatone Finvest Limited exercised the right attached to the Series B Warrants and subscribed to the equity shares by remitting the balance 75% of the Exercise Price of Series B Warrant amounting to '' 300.00. On February 6, 2023, the Company allotted 1,55,03,876 equity shares upon exercise of warrants.

Nature and purpose of other reserves

(a) Securities premium

Securities premium is used to record the premium on issue of shares. The premium can only be utilized in accordance with the provisions of the Act.

(b) Employee stock compensation outstanding account

The Employee stock compensation outstanding account is used to recognize the grant date fair value of options and RSUs issued to employees under the Company’s share based payment schemes over the vesting period.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may not be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

c) Risk Exposure

1. Interest rates risk : The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase although this will be partially offset by an increase in value of the plan assets.

2. Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

3. Demographic risks: This is the risk in volatility of results due to unexpected nature of decrements that include mortality, attrition, disability and retirement. The effects of these decrement on the DBO depends upon the combination of salary increase, discount rate, and vesting criteria and therefore not very straight forward. It is important not to overstate withdrawal rate because the cost of retirement benefit of a short service employees will be less compared to long service employees.

4. Asset Liability Mismatch: This will come into play unless the funds are invested with the term of the assets replicating the term of the liability.

Defined benefit liability and employer contributions

Expected contributions to post-employment benefit plans

(Gratuity) for the year ending March 31, 2024 are '' 4.76.

The weighted average duration of the defined benefit obligation is 14.04 years (March 31, 2022: 12.24 years). The expected maturity analysis of undiscounted gratuity is as follows:

(ii) Fair value hierarchy

Level 1: Includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price. The mutual funds are valued using the closing NAV

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between levels during the year.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(iii) Valuation Technique

- The fair values of security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

- Investment in mutual funds are valued using closing NAV of the fund.

- Foreign currency forwards are valued based on the forward exchange rates provided by the bank as at the balance sheet date.

(iv) Valuation Process

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. The significant level 3 inputs for determining the fair values are discount

rates using a long term bank deposit rate to calculate a risk free rate (pre-tax) that reflects the current market assessments of the time value of money and adjusted for counter-party risk and risks specific to the asset.

(v) Fair value of financial assets and liabilities measured at amortised cost

- The fair values of security deposits and non-current trade receivables approximates their carrying amounts.

- The carrying amounts of trade receivables (current), trade payables, capital creditors, cash and cash equivalents and other financial assets are considered to be the same as their fair values, due to their shortterm nature.

- For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note No. 27: Financial risk management

The Company’s business activities expose it to a variety of financial risks, namely credit risk, liquidity risk and market risk. The Company’s senior management has overall responsibility for the establishment and oversight of the Company’s risk management framework.

A. Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers located in various countries. Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumption and selecting the inputs to the impairment calculations, based on the Company’s past history and existing market conditions as well as forward- looking estimates at the end of each reporting period.

The Company is also exposed to credit risk in respect of cash and cash equivalents, deposits with banks and financial institutions and investment in mutual funds. As a policy, the Company places its cash and cash equivalents and deposits with well established banks and financial institutions.

Management has evaluated and determined expected credit loss for cash and cash equivalents, deposits with banks, inter-corporate deposits places with financial institutions, security deposits and other financial assets to be immaterial.

B. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company’s principal source of liquidity are cash and cash equivalents, cash flows that are generated from the operations and the undrawn borrowing facilities. A material and sustained shortfall in cash flows could undermine the Company’s credit rating and impair investor confidence. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

(iv) The Company has from time to time in the normal course of business entered into factoring agreements with bankers for some of the trade receivables on a non-recourse basis. As at March 31, 2023 the trade receivable does not include receivables amounting to '' 2.59 (March 31, 2022: '' 24.60) which have been derecognised in accordance with Ind AS 109 - Financial Instruments, pursuant to such factoring agreements (Refer Note No. 6).

C. Market Risk

(a) Foreign currency risk exposure

The Company operates internationally and is exposed to foreign exchange risk through its sales and services in foreign countries, and purchases from overseas suppliers in foreign currencies. To mitigate the risk of changes in exchange rates on foreign currency exposures, the company has a partial natural hedge between export receivables and import payables. Further, during the current year, the Company has entered into forward exchange contracts on export receivables to mitigate the risk of fluctuations in foreign currency rates. The results of the Company’s operations are subject to the effects of changes in foreign exchange rates.

For the purpose of capital management, the Company considers the following components of its Balance Sheet as capital:

Issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the company.

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize the growth opportunities and return to the shareholders. The capital structure of the company is based on management’s judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The company consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company foresees issue of fresh capital pursuant to exercise of vested employee stock options. Apart from the outstanding ESOPs, the Board of Directors have also approved certain Restricted Stock

Units (RSUs), which may be converted into share capital in the future periods.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

* These cases are pending at various forums with the concerned authorities. Outflows if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company’s right for future appeals before judiciary. No reimbursements are expected.

Note 1: The Company had received demand orders for '' 42.92 crore towards additional duty and penalty from the Customs Excise and Service Tax Appellate Tribunal (CESTAT) on the applicability of excise duty on software used in the multiplexer products pertaining to FY 2002-03 to FY 2009-10. Further, an additional penalty on certain officers of the Company amounting to '' 0.90 crore was raised. The Company has filed a stay application before the Honourable Supreme Court and has also filed an appeal before CESTAT. As at March 31, 2023, the Company has paid a pre-deposit of INR 2.38 (March 31, 2022: 2.38) included under Balances with government authorities in Note 10 ‘Other Noncurrent assets’. The Company had received a demand order for '' 3.32 crore for FY 2010-11 to FY 2013-14 on similar matters. During the current year, the Company has filed for appeal before CESTAT for which company has paid a pre-deposit of '' 0.23 (March 31, 2022: Nil).

Based on an assessment, supported by an external legal opinion, Management has concluded that the Company has a strong case to defend its position in the above matters and accordingly, no provision has been made in these financial statements.

Note 2: In July 2017, Income Tax Department initiated proceedings under section 132 of the Income Tax Act, 1961 for assessment years 2012-13 to 2018-19. Subsequently, The Company received orders disallowing certain expenses resulting in reduction of brought forward/ carried forward losses for these assessment years. The Company has filed appeal against the orders disputing the disallowances. During the year 2019-20, 2020-21 and 2022-23 certain other agencies sent notices as part of their inquiries, which were duly responded / attended by the Company and its officials. The management is of the view that the outcome of these proceedings/ notices has no material adverse impact on the Company’s financial statements. Pursuant to proceedings under 132 mentioned above, in March 2018, the Income Tax Department sent a show cause notice to the company under Section 276C of the IT Act for AY 2012-13 to 2018-19. The Company and its officials fully co-operated with the Department. During FY 2018-19, the Company and certain officers of the Company had received Summons under various sections of the IT Act from the Special Court for Economic Offences, to which the Company has responded. The Company is of the view that the outcome of these summons/notices will not have any material impact on the Company’s financial statements.

1Based on periodic circularisations by the Company and responses received from the suppliers, the Company identifies Micro and Small parties registered under the MSMED Act. The information above has been compiled by the management basis such identification. No delays in payments beyond the stipulated date prescribed under the MSMED Act have been identified for such vendors based on the acceptance dates for such goods/services as agreed by the concerned vendors. (Refer Note No. 16 for disputed dues to MSME).

29.3 Segment Information

(i) The Company’s business activity primarily falls within a single business segment i.e. Networking Segment based on the nature of activity involved and business risks having regard to the internal organisation and management structure. The Chief Operating Decision Maker (CODM) reviews the Company’s performance as a single business segment and not at any other disaggregated level.

(ii) Geographical information

Extension and termination options

Extension and termination options are included in various leasing arrangements for buildings. These are used to maximise operational flexibility in terms of managing assets used in the operations. All the extension and termination options are exercisable only by the Company.

The Company has not provided any residual value guarantees in any of the leasing arrangements.

*Potentially issuable equity shares, on account of Share Options/ RSUs issued to employees and share warrants, that could potentially dilute basic earnings per share, are not included in the calculation of diluted earnings per share when they are anti-dilutive for the year ended March 31, 2022.

29.7: Product Development Cost

Details of eligible Capital and Revenue expenditure incurred towards Research and Development as claimable under section 35 of Income Tax Act of 1961 for the year ended March 31, 2023.

Eligible capital expenditure includes R&D manpower salaries/ wages towards product development amounting to '' 150.33 (March 31, 2022: '' 79.63) and '' 9.06 (March 31, 2022: NIL) towards cost of technical services.

Note No. 30: Employee Stock Option Plan (ESOP) and Restricted Stock Units (RSU)

(i) Employees Stock Option Plan - 2014 (“ESOP Plan 2014”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, has adopted ESOP Plan 2014. This was subsequently modified pursuant to the Shareholders’ resolutions dated March 28, 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within fifteen years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(a) below)

(ii) Employees Stock Option Plan - 2014-A (“ESOP Plan 2014-A”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated June 27, 2016 and July 25, 2016, respectively has adopted ESOP Plan 2014-A. This was subsequently modified pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2014-A, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014-A). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014-A, shall not exceed 20,00,000 Equity Shares. The options granted under the plan have a graded vesting over a

period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(b) below)

(iii) Employees Stock Option Plan - 2016 (“ ESOP Plan 2016”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29, 2016, respectively has adopted ESOP Plan 2016. This was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2016). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2016, shall not exceed 50,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (vi)(c) below)

(iv) Restricted Stock Unit Plan 2017 (“RSU Plan 2017”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 26, 2017 and September 27, 2017, respectively, has adopted RSU Plan 2017. Pursuant to RSU Plan 2017, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan 2017). The aggregate number of Equity Shares, which may be issued under RSU Plan 2017, shall not exceed 30,00,000 Equity Shares.

The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of

vesting. The RSUs granted under the plan are equity settled. (Refer Note (vi)(d) below)

(v) Restricted Stock Unit Plan 2022 (“RSU Plan 2022”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated April 22, 2022 and July 26, 2022, respectively, has adopted RSU Plan 2022. Pursuant to RSU Plan 2022, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan 2022). The aggregate number of Equity Shares, which may be issued under RSU Plan 2022, shall not exceed 50,00,000 Equity Shares.

The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. The RSUs granted under the plan are equity settled. (Refer Note (vi)(e) below)

As the Company has implemented RSU plan during the financial year 2017-18, the Company does not plan to grant any new options from the pool available from the current ESOP Schemes. Consequently, the options available for grant were considered as “NIL” for the current ESOP schemes. Hence, other information is not applicable for the year ended March 31, 2022 and March 31, 2023. (Refer Note (vi)(e) below)

The Company has multiple banking arrangements with banks who have extended fund based and non-fund based facilities and have placed uniform covenants for collateral purposes. The banks have a pari-passu claim on current assets, movable property, plant and equipment provided as a collateral, with respect to such fund and non-fund based facilities. At any given point of time, availment out of fund and non-fund based facilities will be within the limits sanctioned. The pari-passu charge implies that the banks have a proportionate claim on the collaterals, limited to actual utilisation of fund and non-fund based facilities. The aggregate of fund and non-fund based facilities utilised as at March 31, 2023 aggregates to '' 109.97 (March 31, 2022: '' 103.27).

Note No. 37: Additional regulatory information

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowing limits sanctioned from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with Companies (Restriction of number of layers) Rules, 2017.

(vi) Compliance with approved scheme(s) of arrangements - Refer Note No. 40

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of property, plant and equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(xi) Other regulatory information

Registration of charges or satisfaction with Registrar of Companies There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

Core investment companies (CIC)

The group (including entities part of the ultimate holding company) has five CICs which are registered with the Reserve Bank of India and one CIC which is not required to be registered with the Reserve Bank of India.

Note No. 38: Dividend

As per the Company’s dividend policy, the Board can recommend to distribute dividend upto 25% of the free cash flow of the corresponding Financial Year, out of retained earnings, after taking into account the relevant provisions of the Companies Act. For the year ended March 31 2023, the Board has reviewed and decided not to recommend any dividend.

Note No. 39: Impact of COVID-19 Pandemic

The spread of COVID-19 had severely impacted businesses around the globe. As at March 31, 2023, management has made an assessment of the recoverability of carrying values of Property, Plant and Equipment, Intangible assets, Inventories and Financial assets and has concluded that no adjustments are considered necessary in these standalone financial statements, arising from COVID-19.

Note No. 40 : Business acquisition of Saankhya Labs Private Limited

a) Pursuant to a definitive agreement entered into by the Company with Saankhya Labs Private Limited (Saankhya Labs) and its shareholders on March 30, 2022, the Company acquired majority stake in Saankhya Labs Private Limited on July 1, 2022. The Company at various dates acquired 64.40% of equity shares in aggregate through secondary purchase at a price of '' 454.19 per equity share amounting to '' 283.94 crore.

On July 08, 2022, Saankhya Labs has acquired 100% Shareholding in Saankhya Strategic Electronics Private Limited (SSE) which was incorporated with the main objective to develop, maintain and service 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. Consequent to such acquisition SSE has become a wholly-owned subsidiary of Saankhya Labs and a step-down subsidiary of the Company with effect from July 08, 2022.

b) As per the share purchase agreement, the Company and the shareholders of Saankhya Labs Private Limited agreed to apply for merger within a period of six months from the date the definitive agreement was signed. The Board of Directors of the Company, at its meeting held on September 29, 2022, approved the Draft Scheme of Amalgamation of Saankhya Labs and SSE, with the Company and the respective stakeholders (the “Scheme”). The Company has filed the scheme with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 30,

2022. Upon implementation of the scheme, the shareholders holding remaining 35.60% equity shares in Saankhya Labs Private Limited will be issued 112 equity shares of the Company for every 100 equity shares held in Saankhya Labs Private Limited.

The Scheme is subject to receipt of necessary approvals from the National Company Law Tribunal (NCLT), Stock Exchanges, the Securities and Exchange Board of India (SEBI), Shareholders, Creditors and such other persons and authorities, as may be required. Till such approvals are received, Saankhya Labs and Saankhya Strategic will continue to operate as majority-owned subsidiaries of Tejas Networks Limited.

Note No. 41: Government grants_

(a) The Company had received approval under Modified Special Incentive Package Scheme (MSIPS) from the Ministry of Communication and Information Technology, Department of Information Technology, vide sanction letter no. 27(18)/2013-IPHW dated December 05, 2014. Under the said scheme, the Company as on March 31, 2023, has submitted claims aggregating to '' 8.98 (March 31, 2022 - '' 8.98) which has not been recognised in the absence of reasonable assurance that the amount will be received.

(b) The Company has received approval from the Department of Telecommunication under the Production Linked Incentive (PLI) Scheme communicated vide SIDBI’s (Project Management Agency) letter dated October 31, 2022. The estimated incentive claim of '' 32.57 crore has not been recognised during the year ended March 31, 2023, as the Company is in the process of evaluating its entitlement of the incentive based on investments made, revenues generated and other conditions required to be met before filing its claim for the incentive.

Note No. 42:_

Previous year’s figures have been regrouped/ reclassified wherever necessary to conform with the current year’s classification / disclosure.


Mar 31, 2022

(i) The Company had received approval under Modified Special Incentive Package Scheme (MSIPS) from the Ministry of Communication and Information Technology, Department of Information Technology, vide sanction letter no. 27(18)/2013-IPHW dated December 05, 2014. Under the said scheme, the Company as on March 31, 2022, has submitted claims aggregating to '' 8.98 (March 31, 2021 - '' 8.98) which has not been adjusted to the cost of respective assets in the absence of reasonable assurance that the amount will be received.

(ii) Contractual Obligation : Refer Note No. 29.1 (b) for contractual commitments for the acquisition of property, plant and equipment.

(iii) Refer Note No. 31 for information on property, plant and equipment pledged as security against fund and non-fund based facilities entered into by the Company

1. Additions to Intangible Assets under development pertains to capitalization of employee benefit expense (Refer Note No. 22).

2. Management has carried out an impairment evaluation of its intangible assets under development as at March 31, 2022 and concluded that no impairment is considered necessary as the recoverable amounts of the individual cash generating units (CGUs) are higher than their respective carrying amounts. The recoverable amounts of the individual CGUs were determined using the value-in-use method. Key assumptions used in the value-in-use method include revenue growth projections and discount rate. A decrease in projected revenue across individual CGUs by 6% to 16% (March 31, 2021: by 8% to 14%) would result in the recoverable amount being equal to the carrying amount. No reasonable possible change in the discount rate is likely to result in the recoverable amount of the CGUs being equal to their carrying amount.

3. As at March 31, 2022, the net carrying amount of product development is '' 79.50 (March 31, 2021 - '' 64.45). The Company estimates the useful life of product development to be 2 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 2 years, depending on technical innovations and competitor actions. If it were only 1 year, the carrying amount would be '' 48.17 as at March 31, 2022 ('' 46.33 as at March 31, 2021). If the useful life were estimated to be 3 years, the carrying amount would be '' 102.04 as at March 31, 2022 ('' 77.87 as at March 31, 2021).

* 3,27,27,930 partly paid equity shares issued by the Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016.

a) Terms and rights attached to equity shares

Equity shares have a par value of '' 10/-. They entitle the holder to participate in dividends declared if any, and to share in the proceeds upon winding up of the Company in proportion to the number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

b) During the year ended March 31, 2022, the Company made preferential allotment, based on the approval of the Board of Directors, as follows:

• 1,93,79,845 equity shares, having face value of '' 10/- each, at a price of '' 258 per Equity Share, aggregating to '' 500 (“Subscription Shares”);

• 3,68,21,706 warrants, each carrying a right to subscribe to 1 (one) equity share at an exercise price of '' 258 per equity share aggregating to '' 950 (“Series A Warrant Exercise Price”), which may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until expiry of 11 (eleven) months from the date of allotment of the warrants (“Series A Warrants”); and

• 1,55,03,876 warrants, each carrying a right to subscribe to 1 (one) equity share at an exercise price of '' 258 per equity share aggregating to '' 400 (“Series B Warrant Exercise Price”), which may be exercised in one or more tranches during the period commencing after the expiry of 12 (twelve) months from the date of allotment of the warrants until expiry of 18 (eighteen) months from the date of allotment of the warrants (“Series B Warrants”);

on terms and conditions as determined by the Board in accordance with the SEBI (ICDR) Regulations and other applicable laws, and as set out in the share subscription agreement executed between the Company and Panatone Finvest Limited (a subsidiary of Tata Sons Private Limited).

The Company on September 7, 2021 received a total amount aggregating to '' 837.50 , which includes exercise price on subscription shares amounting to '' 500 and 25% of the Series A Warrants and Series B Warrants amounting to '' 237.50 and '' 100 respectively.

f) There are no instances of:

i) shares allotted as fully paid up by way of bonus shares in the last five years.

ii) shares bought back during a period of five years immediately preceding the year end.

iii) shares allotted as fully paid up pursuant to contracts without payment being received in cash during a period of five years immediately preceding the year end.

In view of substantial acquisition of securities, voting rights and control over the Company, Panatone Finvest Limited along with Akashastha Technologies Private Limited (a subsidiary of Panatone Finvest Limited) and Tata Sons Private Limited made an Open Offer to acquire 4,02,55,631 fully paid-up equity shares at '' 258/-per equity share. The open offer tendering commenced on October 11, 2021 and ended on October 26, 2021. 2,592 equity shares were acquired through the open offer. Upon completion of the Open Offer, Panatone Finvest Limited is designated as promoter of the Company and Akashastha Technologies Limited and Tata Sons Private Limited as members of the Promoter Group of the Company. Post the balance sheet date, on April 8, 2022, the balance 75% of the exercise price of Series A Warrants amounting to '' 712.50 was received against allotment of 3,68,21,706 number of equity shares. The balance 75% of Series B Warrants shall be payable at the time of allotment of equity shares pursuant to exercise of rights attached to Series B Warrants to subscribe to equity share. The amount paid against Series B Warrants shall be adjusted / set-off against the issue price for the resultant equity shares.

Nature and purpose of other reserves

(a) Securities premium

Securities premium is used to record the premium on issue of shares. The premium can only be utilized in accordance with the provisions of the Act.

(b) Employee stock compensation outstanding account

The Employee stock compensation outstanding account is used to recognize the grant date fair value of options and RSUs issued to employees under the Company’s share based payment schemes over the vesting period.

The leave obligation covers the Company’s liability for earned leave. This is an unfunded scheme.

The amount of the provision of '' 5.21 (March 31, 2021 - '' 4.70) is presented as current, since the Company does not have an unconditional right to defer settlement for a period beyond 12 months. However, based on past experience, the Company does not expect all the employees to avail leave accrued to their credit or require payment within the next 12 months.

(iii). Defined Benefit Plans a) Gratuity

The Company provides gratuity benefit to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employee’s last drawn basic salary per month computed proportionately for 15 days multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised insurer managed funds in India.

(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may not be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

c) Risk Exposure

1. Interest rates risk : The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase although this will be partially offset by an increase in value of the plan assets.

2. Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

3. Demographic risks: This is the risk in volatility of results due to unexpected nature of decrements that include mortality, attrition, disability and retirement. The effects of these decrement on the DBO depends upon the combination of salary increase, discount rate, and vesting criteria and therefore not very straight forward. It is important not to overstate withdrawal rate because the cost of retirement benefit of a short service employees will be less compared to long service employees.

4. Asset Liability Mismatch: This will come into play unless the funds are invested with the term of the assets replicating the term of the liability.

Level 1: Includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price. The mutual funds are valued using the closing NAV

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between levels during the year.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation Technique

- The fair values of security deposits and non-current trade receivables were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

- Investment in mutual funds are valued using closing NAV of the fund.

- Foreign currency forwards are valued based on the forward exchange rates provided by the bank as at the balance sheet date.

(iii) Valuation Process

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. The significant level 3 inputs for determining the fair values are discount rates using a long term bank deposit rate to calculate a risk free rate (pre-tax) that reflects the current market assessments of the time value of money and adjusted for counter-party risk and risks specific to the asset.

(iv) Fair value of financial assets and liabilities measured at amortised cost

- The fair values of security deposits and non-current trade receivables approximates their carrying amounts.

- The carrying amounts of trade receivables (current), trade payables, capital creditors, cash and cash equivalents and other financial assets are considered to be the same as their fair values, due to their shortterm nature.

- For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note No. 27: Financial risk management

The Company’s business activities expose it to a variety of financial risks, namely credit risk, liquidity risk and market risk. The Company’s senior management has overall responsibility for the establishment and oversight of the Company’s risk management framework.

A. Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers located in various

countries. Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumption and selecting the inputs to the impairment calculations, based on the Company’s past history and existing market conditions as well as forward- looking estimates at the end of each reporting period.

The Company is also exposed to credit risk in respect of cash and cash equivalents and deposits with banks and inter-corporate deposits placed with financial institutions. As a policy, the Company places its cash and cash equivalents and deposits with well established banks and financial institutions.

Management has evaluated and determined expected credit loss for security deposits and other financial assets to be immaterial. During the year ended March 31, 2022, the Company has assessed the recoverability of overdue trade receivables from certain public sector customers and in view of delays in collections has made an additional provision of '' 74.31 crore towards all such receivables which were aged more than 3 years.

B. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company’s principal source of liquidity are cash and cash equivalents, cash flows that are generated from the operations and the undrawn borrowing facilities. A material and sustained shortfall in cash flows could undermine the Company’s credit rating and impair investor confidence. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

C. Market Risk

(a) Foreign currency risk exposure

The Company operates internationally and is exposed to foreign exchange risk through its sales and services in foreign countries, and purchases from overseas suppliers in foreign currencies. To mitigate the risk of changes in exchange rates on foreign currency exposures, the company has a partial natural hedge between export receivables and import payables. Further, during the current year, the Company has entered into forward exchange contracts on export receivables to mitigate the risk of fluctuations in foreign currency rates. The results of the Company’s operations are subject to the effects of changes in foreign exchange rates.

meet its strategic and day-to-day needs. The company consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company foresees issue of fresh capital pursuant to exercise of vested employee stock options. Apart from the outstanding ESOPs, the Board of Directors have also approved certain Restricted Stock Units (RSUs), which may be converted into share capital in the future periods. The Company has issued share warrants to its holding company which is expected to be converted to equity share capital as per applicable terms.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Note No. 28: Capital Management

For the purpose of capital management, the Company considers the following components of its Balance Sheet as capital:

Issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the company.

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize the growth opportunities and return to the shareholders. The capital structure of the company is based on management’s judgment of the appropriate balance of key elements in order to

* These cases are pending at various forums with the respective authorities. Outflows if any, arising out of these claims would depend on the outcome of the decision of the appellate authority and the Company? s right for future appeals before judiciary. No reimbursements are expected.

Note 1: During FY 2018-19 and 2019-20, the Company received demand orders for '' 42.92 crore towards additional duty and penalty from the Customs Excise and Service Tax Appellate Tribunal (CESTAT) on the applicability of excise duty on software used in the multiplexer products pertaining to FY 2002-03 to FY 2009-10. Further, an additional penalty on certain officers of the Company amounting to '' 0.90 crore was raised. The Company has filed a stay application before the Honourable Supreme Court and has also filed an appeal before CESTAT.

During the current year, the Company has received a demand order for '' 3.32 crores for FY 2010-11 to FY 2013-14 on similar matters. The Company is in the process of filing appeals with the concerned authorities.

Based on an assessment, supported by an external legal opinion, Management has concluded that the Company has a strong case to defend its position in the above matters and accordingly, no provision has been made in these financial statements.

Note 2: In July 2017, Income Tax Department initiated proceedings under section 132 of the Income Tax Act, 1961 for assessment years 2012-13 to 2018-19. During the year 2019-20 and 2020-21 certain other agencies sent notices as part of their preliminary inquiries, which were duly responded / attended by the Company and its officials. In FY 2019-20, the assessments for AY 2012-13 to 2018-19 were carried out and the Company received Income Tax demands for '' 25.62 crore (after adjusting carry forward losses of earlier years) and '' 0.48 crore for AY 2017-18 and AY 2018-19, respectively.

Pursuant to the Company’s application for rectification of certain errors in the aforesaid orders, during the quarter ended September 30, 2020, the Company received rectification orders for AY 201213 to AY 2018-19 under section 154 of the IT Act. Certain brought forward losses which were not considered in the earlier demand orders were allowed and other computation errors were corrected in the rectification orders resulting in a cumulative net refund position. The Company has also filed appeal against the orders for the aforementioned assessment years disputing certain disallowances. The Company is of the view that the outcome of these proceedings/ notices has no material adverse impact on the Company’s financial statements.

Note 3: In July, 2017, the Income Tax Department (Department) initiated proceedings under Section 132 of the Income tax Act, 1961 (IT Act) and in March 2018, also sent a show cause notice to the company under Section 276(C) of the IT Act for AY 2012-13 to 2018-19. The Company and its officials fully co-operated with the Department. During FY 2018-19, the Company and certain officers of the Company had received Summons under various sections of the IT Act from the Special Court for Economic Offences, to which the Company has responded. Post the ongoing proceedings initiated by the Department, during FY 2019-20 and FY 2020-21, certain other agencies sent notices as part of their preliminary inquiries, which were duly responded by the Company and its officials. The Company is of the view that the outcome of these summons/notices will not have any material impact on the Company’s financial statements.

1Based on periodic circularisations by the Company and responses received from the suppliers, the Company identifies Micro and Small parties registered under the MSMED Act. The information above has been compiled by the management basis such identification. No delays in payments beyond the stipulated date prescribed under the MSMED Act have been identified for such vendors based on the acceptance dates for such goods/services as agreed by the concerned vendors.

29.3 Segment Information

(i) The Company’s business activity primarily falls within a single business segment based on the nature of activity involved and business risks having regard to the internal organisation and management structure. The Chief Operating Decision Maker (CODM) reviews the Company’s performance as a single business segment and not at any other disaggregated level.

(iii) Performance obligations and remaining performance obligations

The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 2022, is approximately '' 1,175. Out of this, the Company expects to recognize revenue of around 68% within the next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty. Based on current assessment, the occurrence of the same is expected to be remote.


Note No. 30: Employee Stock Option Plan (ESOP) and Restricted Stock Units (RSU)

(i) Employees Stock Option Plan - 2014 (“ESOP Plan 2014”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, has adopted ESOP Plan 2014. This was subsequently modified pursuant to the Shareholders’ resolutions dated March 28, 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within fifteen years from the date of vesting. Options granted under the plan are equity settled.

(ii) Employees Stock Option Plan - 2014-A (“ESOP Plan 2014-A”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated June 27, 2016 and July 25, 2016, respectively has adopted ESOP Plan 2014-A. This was subsequently modified pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2014-A, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014-A). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014-A, shall not exceed 20,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (v)(c) below)

(iii) Employees Stock Option Plan - 2016 (“ ESOP Plan 2016”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29, 2016, respectively has adopted ESOP Plan 2016. This was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Further modified by resolution passed by board dated October 21, 2020. Pursuant to ESOP Plan 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2016). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2016, shall not exceed 50,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within eight years from the date of vesting. Options granted under the plan are equity settled. (Refer Note (v)(c) below)

(iv) Restricted Stock Unit Plan 2017 (“RSU Plan 2017”) The Company pursuant to resolutions passed by the Board and the

Shareholders, dated August 26, 2017 and September 27, 2017, respectively, has adopted RSU Plan 2017. Pursuant to RSU Plan 2017, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan 2017). The aggregate number of Equity Shares, which may be issued under RSU Plan 2017, shall not exceed 30,00,000 Equity Shares.

The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. The RSUs granted under the plan are equity settled.

As the Company has implemented RSU plan during the financial year 2017-18, the Company does not plan to grant any new options from the pool available from the current ESOP Schemes. Consequently, the options available for grant were considered as “NIL” for the current ESOP schemes. Hence, other information is not applicable for the year ended March 31, 2021 and March 31, 2022.

(i) During FY 2020-21, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors approved extension of exercise period of the Employee Stock Option Plan 2014-A and Employee Stock Option Plan 2016 in respect of employees who have not exercised the Stock Options that had vested as per the plan in vogue by another 4 years.

(ii) The incremental fair value of the options which were modified amounted to '' 2.21 crore, which has been recognized in the Statement of Profit and Loss for the financial year ended March 31, 2021.

The Company has multiple banking arrangements with banks who have extended fund based and non-fund based facilities and have placed uniform covenants for collateral purposes. The banks have a pari-passu claim on current assets, movable property, plant and equipment provided as a collateral, with respect to such fund and non-fund based facilities. At any given point of time, availment out of fund and non-fund based facilities will be within the limits sanctioned. The pari-passu charge implies that the banks have a proportionate claim on the collaterals, limited to actual utilisation of fund and non-fund based facilities. The aggregate of fund and non-fund based facilities availed as at March 31, 2022 aggregates to '' 103.27 (March 31, 2021: '' 103.35).

Note No. 37: Additional regulatory information required by Schedule III

(i) Details of benami property held

No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as ammended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowing limits sanctioned from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with Companies (Restriction of number of layers) Rules, 2017.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(xi) Other regulatory information

Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

Core investment companies (CIC)

The group has five CICs which are registered with the Reserve Bank of India and one CIC which is not required to be registered with the Reserve Bank of India.

Note No. 38: Dividend

As per the Company’s dividend policy, the Board can recommend to distribute dividend upto 25% of the free cash flow of the corresponding Financial Year, out of retained earnings, after taking into account the relevant provisions of the Companies Act. For the year ended March 31 2022, the Board has reviewed and decided not to recommend any dividend.

Note No. 39: Impact of COVID-19 Pandemic

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

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

The Company had capital infusion by way of issue of equity shares and share warrants during the year ended March 31, 2022 and the Company does not have borrowings as at year end. In the view of the management, there is no significant impact on the immediate liquidity position of the company based on management’s evaluation of future cash flows for the next one year. As at March 31, 2022, management has made an assessment of the recoverability of carrying values of Property, Plant and Equipment, Intangible assets, Inventories and Financial assets. Management has taken into account all possible impact of known events arising from COVID-19 pandemic and supply constraints in making this assessment and has concluded that no further adjustments are considered necessary

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

Note No. 40 : Proposed acquisition of Saankhya Labs Private Limited

On March 30, 2022, the Company has signed definitive agreements to acquire upto 64.40% of shares of Saankhya Labs Private Ltd. Bangalore for '' 283.94 crore in cash. The acquisition is expected to enhance the Company’s Wireless offerings by adding 5G ORAN, 5G Cellular Broadcast and Satellite communication products to its product portfolio. The acquisition of shares is likely to be completed by June 30, 2022. The Company, upon obtaining all necessary consents and approvals also intends to proceed with acquiring the balance 35.60% shares through a merger process or a secondary acquisition.

Note No. 41 : Previous year’s figures have been regrouped/ reclassified wherever necessary to conform with the current year’s classification / disclosure.


Mar 31, 2019

30.3 Segment Information

(i) The Group''s business activity primarily falls within a single business segment based on the nature of activity involved and business risks attached having regard to the internal organisation and management structure. The CODM reviews the Group''s performance as a single business segment and not at any other disaggregated level.

(ii) Geographical information

Particulars

Year Ended March 31

2019

2018

I. Revenues*

India

715.19

630.34

Americas

71.13

43.60

Rest of the World

114.00

93.50

Total

900.32

767.44

* Determined based on location of customers

in Rs crore

Particulars

As at

March 31,2019

March 31,2018

II Total Carrying amount of non current assets, by geographical location India

140.50

121.58

Americas

-

-

Rest of the World

_

_

Revenues of approximately ? 219.76 are derived from one external customer (March 31, 2018 Rs 423.90 from two external customers) exceeding 10% of the total revenue.

30.4 Revenue from contract with customers

(i) Disaggregation of revenue from contracts with customers The table below presents disaggregated revenue from contracts with customers for the year ended March 31, 2019. The Group believes that this disaggregallon best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by market and other economic factors (Refer Note 20).

Particulars

Year Ended

2019

India-PSU

482.33

India-Private

209.27

International

185.13

Component Sales

23.59

Total

900.32

(ii) During the year ended March 31, 2019, Rs 1.81 crore of unbilled revenue as of March 31, 2018 has been reclassified to Trade receivables upon billing to customers.

in Rs crore

The movement in contract liability (deferred revenue and Advances received from customers) during the year is as follows:

in Rs crore

Particulars

As at March 31, 2019

Deferred Revenue

Advances received from customers

Opening Balance

4.36

0.88

Less: Revenue accrued during the year

4.27

0.67

Add: Invoicing in excess of earned revenue during the year

3.30

0.37

Closing Balance

3.39

0.58

(iii) Performance obligations and remaining performance obligations

The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 2019, is approximately Rs 418. Out of this, the Company expects to recognize revenue of around 45% within the next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty. Based on current assessment, the occurrence of the same is expected to be remote.

The impact on account of adoption of Ind AS 115 as compared with Ind AS 18 on the Balance sheet as at March 31, 2019 and Statement of profit and loss for the year ended March 31, 2019 is as follows:

- Retention money is no longer been discounted and the variable consideration as envisaged in certain contracts have been netted off with the Revenue.

- The impact of the said changes on the Balance sheet and profit before tax is not considered to be material.

(iv) Reconciliation of revenue recognised with Contract price

in Rs crore

Particulars

Year Ended March 31, 2019

Contract Price

900.32

Adjustments for: Variable consideration specified in the contract

2.41

Revenue from operations

897.91

in Rs crore

Particulars

Year Ended 2019

March 31, 2018

Lease rentals recognised in the Statement of Profit and Loss (Refer Note 25)

8.52

7.84

in Rs crore

Particulars

As at

March 31, 2019

March 31, 2018

Commitments for minimum lease payments in relation to non-cancellable operating leases: not later than one year

2.29

later than one year and not later than five years

5.88

-

in Rs crore

Particulars

As at

March 31. 2019

March 31, 2018

Transaction during the year Legal & Professional expense

Clonect

0.08

0.03

Darwinbox

0.06

-

Remuneration to Key Management Personnel Executive Directors:

Sanjay Nayak

Short-term employee benefits

2.09

1.55

Post-employment benefits

0.02

0.02

Employee share-based payment ArnobRoy

1.12

0.89

Short-term employee benefits

0.02

-

Post-employment benefits (Refer Note 38)

0.00

-

Employee share-based payment

0.02

-

Non - Executive Directors: Director Sitting Fees

Balakrishnan V

0.06

0.07

Leela K Ponappa

0.05

0.06

Director Commission

Balakrishnan V

0.25

0.20

Leela K Ponappa

0.13

0.09

(iii) Balances outstanding at the end of the year

in Rs crore

Particulars

As at

March 31, 2019

March 31, 2018

Payable to Key Management Personnel

Sanjay Nayak

0.95

0.57

ArnobRoy

0.68

-

Balakrishnan V

0.25

-

Leela K Ponappa

0.13

-

30.5 Details of leasing arrangements

The Group has entered into operating lease arrangements for office premises and plant which are for a period ranging between 5 and 8 years. All leases except one are cancellable at the option of the lessee and the lessor. One lease arrangement entered during the year has a remaining lock in period of 52 months at the Balance sheet date.

30.6 Related Party Transactions (i) Details of related parties:

Description of relationship

Names of related parties

Entity where a Director is interested with whom the Company had transaction during the year

Clonect Solutions Private Limited (''Clonect1) Darwinbox Digital

Solutions Private Limited (''Darwinbox1)

Key Management Personnel (KMP)

Executive Directors

Sanjay Nayak, CEO and Managing Director Arnob Roy Chief Operating Officer*

Non - Executive Directors Independent Directors

Balakrishnan V Leela K Ponappa

Appointed as Chiel Operating Othcer with ellect Irom March 25, 2019.

(ii) Details of the related party transactions during the year ended March 31,2019:

All outstanding balances are unsecured.

in Rs crore except tor share data or otherwise stated

Particulars

Year Ended March 31,

2019

2018

Basic Net profit for the year attributable to the equity shareholders

147.24

106.52

Weighted average number of equity shares

9,13,08,108

8,58,58,425

Par value per share (Rs )

10.00

10.00

Earnings per share - Basic (Rs )

16.13

12.41

Diluted Net profit for the year attributable to the equity shareholders

147.24

106.52

Weighted average number of equity shares for Basic EPS

9,13,08,108

8,58,58,425

Add: Bonus element on Share Options and RSUs issued to employees

43,59,600

49,69,398

Weighted average number of equity shares - for diluted EPS

9,56,67,708

9,08,27,823

Par value per share (Rs )

10.00

10.00

Earnings per share - diluted (Rs )

15.39

11.73

(i) Product development costs capitalized during the year with regard to the development of various modules of products are being amortised in accordance with the Group''s policy.

in Rs crore

Particulars

Year Ended March 31,

2019

2018

Amount transferred to Product Development

70.39

21.65

Additions to Intangible assets under development

64.92

49.21

(ii) Details of Capital and Revenue expenditure towards Research and Development incurred by the Group

in Rs crore

Particulars

2019

2018

Capital expenditure (primarily consists of laboratory equipment and computing equipment)

3.36

6.65

Revenue expenditure*

115.51

86.90

TOTAL

118.87

93.55

(iii) Details of eligible Capital and Revenue expenditure incurred towards Research and Development as per Department of Scientific and Industrial Research (DSIR) Regulations [out of (ii) above

in Rs crore

Particulars

Year Ended March 31,

2019

2018

Eligible capital expenditure

3.36

6.65

Eligible revenue expenditure

101.88

81.21

TOTAL

105.24

87.86

As per DSIR Regulations, the eligible revenue expenditure incurred towards research and development was Rs 101.88 and Rs 81.21 for the year ended March 31, 2019 and 2018 respectively.Similarly eligible capital expenditure incurred towards research and development was Rs 3.36 and Rs 6.65 for the year ended March 31, 2019 and 2018 respectively.

* A portion of the Revenue Expenditure amounting to Rs 62.43 (March 31, 2018: Rs 48.15) (Refer Note 23) includes R&D manpower salaries/wages towards product development that has been capitalised in the books of accounts and has been shown as Intangible assets under Development in compliance with the relevant Indian Accounting Standards (Ind AS). In the previous year financial statements the aforesaid amount has been disclosed separately under eligible capital expenditure.

30.9 Interest in subsidiaries

Nature of the Company

Place of Business

% of Holding and voting power either directly or indirectly through subsidiary at at

2019

2018

Tejas Communications Pte Limited (wholly owned subsidiary since incorporation on June 14, 2001)

Singapore

100%

100%

Tejas Israel Limited (wholly owned subsidiary since acquisition on August 17, 2010 and liquidated with effect from November 25, 2018)

Israel

NA

100%

vSave Energy Pvt Limited (wholly owned subsidiary since incorporation on November 06, 2013 which has been dissolved and struck off with effect from July 28, 2018)

India

NA

100%

Tejas Communications (Nigeria) Limited (wholly owned subsidiary of Tejas Communications Pte Limited, since incorporation on September 07, 2015)

Nigeria

100%

100%

30.7 Earnings per Share

30.8 Product Development Cost

Note No. 31: Employee Stock Option Plan (ESOP) and Restricted Stock Units (RSU)_____________________

(i) Employees Stock Option Plan - 2014 ("ESOP Plan 2014") The Group pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, has adopted ESOP Plan 2014. ESOP Plan 2014 was subsequently modified pursuant to the Shareholders'' resolutions dated March 28, 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within fifteen years from the date of vesting. All the options granted under the plan are equity settled.

(ii) Employees Stock Option Plan - 2014-A ("ESOP Plan 2014-A") The Group pursuant to resolutions passed by the Board and the Shareholders, dated June 27, 2016 and July 25, 2016, respectively has adopted ESOP Plan 2014-A. ESOP Plan 2014-A was subsequently modified pursuant to the Shareholders resolution dated November 19, 2016. Pursuant to ESOP Plan 2014-A, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014-A). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014-A, shall not exceed 20,00,000 Equity Shares.

The options granted under the plan have a graded vesting over (v) Summary of options under various plans:

Particulars

March 31, 2019

March 31, 2018

Weighted average exercise price (INR)

Number of options

Weighted average exercise price (INR)

Number of options

ESOP Plan 2014

Outstanding at the beginning of the year

65

29,17,690

65

50,47,216

Granted during the year

-

-

-

-

Exercised during the year*

65

4,52,905

65

21,00,586

Forfeited during the year

65

24,716

65

28,940

Outstanding at the end of the year

65

24,40,069

65

29,17,690

Exercisable at the end of the year

65

24,31,050

65

22,76,072

Options available for grant

-

-

-

-

Weighted average remaining contractual life for options outstanding (comprising the vesting period and the exercise period)

13.02 years

14.13 years

a period of four years, which are exercisable within four years from the date of vesting. All the options granted under the plan are equity settled.

(iii) Employees Stock Option Plan - 2016 (" ESOP Plan 2016") The Group pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29,

2016, respectively has adopted ESOP 2016. ESOP 2016 was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Pursuant to ESOP 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP 2016). The aggregate number of Equity Shares, which may be issued under ESOP 2016, shall not exceed 50,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. All the options granted under the plan are equity settled.

(iv) Restricted Stock Unit Plan 2017 ("RSU Plan 2017")The Group pursuant to resolutions passed by the Board and the Shareholders, dated August 26, 2017 and September 27, 2017, respectively, has adopted RSU Plan - 2017. Pursuant to RSU Plan

2017, restricted stock units ("RSUs") may be granted to eligible employees (as defined in RSU Plan - 2017). The aggregate number of Equity Shares, which may be issued under RSU Plan - 2017, shall not exceed 30,00,000 Equity Shares.

The RSUs granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. The RSUs granted under the plan are equity settled.

As the Group has implemented RSU plan during the year, the Group does not plan to grant any new options from the pool available from the current ESOP Schemes. Hence, the options available for grant were considered as "NIL" for the current ESOP schemes.

The weighted average share price during the year ended March 31, 2019 was Rs 248.58 ( March 31, 2018 Rs 332.61)

ESOP Plan 2014-A

Outstanding at the beginning of the year

85

16,89,511

85

19,71,015

Granted during the year

-

-

-

-

Exercised during the year*

85

1,81,939

85

2,54,902

Forfeited during the year

85

31,145

85

26,602

Outstanding at the end of the year

85

14,76,427

85

16,89,511

Particulars

March 31, 2019

March 31, 2018

Weighted average exercise price (INR)

Number of options

Weighted average exercise price (INR)

Number of

ESOP Plan 2016

Outstanding at the beginning of the year

85

23,48,086

85

24,77,615

Granted during the year

-

-

110

1,35,200

Exercised during the year*

85

2,61,848

85

2,20,134

Forfeited during the year

85

61,693

85

44,595

Outstanding at the end of the year*

85

20,24,545

85

23,48,086

Exercisable at the end of the year

85

10,60,578

85

6,78,433

Options available for grant Weighted average remaining contractual life for options outstanding (comprising the vesting period and the exercise period)

3.99 years

4.90 years

* The range of exercise prices of the outstanding options as at March 31, 2019 is Rs 85 to Rs 110 (Rs 85 to Rs 110 as at March 31, 2018).

* The weighted average share price during the year ended March 31, 2019 was Rs 248.58 ( March 31, 2018 Rs 332.61).

Particulars

Weighted average exercise price (INR)

Number of stock units

Weighted average exercise price (INR)

Number of stock units

RSU Plan 2017

Outstanding at the beginning of the year

10

34,790

-

-

Granted during the year

10

10,08,550

10

34,790

Exercised during the year*

10

4,127

-

-

Forfeited during the year

10

18,290

-

-

Outstanding at the end of the year

10

10,20,923

10

34,790

Exercisable at the end of the year

10

4,435

-

-

RSU available for grant

10

19,56,660

10

29,65,210

Weighted average remaining contractual life for RSU outstanding (comprising the vesting period and the exercise period)

5.15 years

6.07 years

* The weighted average share price during the year ended March 31, 2019 was Rs 248.58 ( March 31, 2018 Rs332.61).

(vi) Fair value of options granted

For share options and RSUs granted during the period, the fair value has been determined under the Black-Scholes model. The assumptions used in this model for calculating fair value are as below:

Assumptions

March 31, 2019

March 31, 2018

ESOP Plan 2016

Weighted Average share price on the date of grant

-

92.00

Exercise price

-

110.00

Risk Free Interest Rate

-

7.59%

Exercisable at the end of the year

85 9,88,234

85 7,02,215

Options available for grant

-

-

Weighted average remaining contractual life for options outstanding (comprising the vesting period and the exercise period)

3.57 years

4.52 years

* The weighted average share price during the year ended March 31, 2019 was Rs 248.58 ( March 31, 2018 Rs 332.61).

Expected Life

-

5-8years

Exercise period from the date of vesting

-

4 years

Expected Annual Volatility of Shares

-

0.00%

Expected Dividend Yield

-

0.00%

RSU Plan 2017

Weighted Average share price on the date of grant

260.74

335.24

Exercise price

10.00

10.00

Risk Free Interest Rate

7.58% to 7.89%

6.78%

Expected Life

5-8years

5-8years

Exercise period from the date of vesting

4 years

4 years

Expected Annual Volatility of Shares

48% to 52%

46.83%

Expected Dividend Yield

0.00%

0.00%

As the Company has implemented RSU plan during the year, the Company does not plan to grant any new options from the pool available from the current ESOP Schemes. Hence, the options available for grant were considered as "NIL" for the current ESOP schemes, hence other information is not applicable for the year ended March 31, 2019.

(vii) Effect of share based Davment transactions on the Statement of Profit and Loss:

Equity-settled share-based payments (Refer Note 23)

March 31, 2019

March 31, 2018

15.10

5.69

in Rs crore

Particulars

As at

March 31, 2019

March 31, 2018

(i) Financial Assets

Trade Receivable

650.20

294.32

Loans

0.79

0.58

Other financial assets

0.12

0.04

Other financial assets excluding deposits with financial institutions

20.44

8.40

Total financial assets

671.55

303.34

(ii) Non- Financial Assets

Other current assets

27.48

20.69

Inventories

181.39

190.89

Total non- financial assets

208.87

211.58

(iii) Total current assets pledged as security

880.42

514.92

(iv) Non-current assets Property, plant and equipment

30.68

35.98

Total Non-current assets pledged as security

30.68

35.98

(v) Total assets pledged as security

911.10

550.90

The Company has multiple banking arrangements with banks who have extended fund based and non- fund based facilities and have placed uniform covenants for collateral purposes. The banks have a pari passu claim on current assets, movable property, plant and equipment provided as a collateral, with respect to such fund and non-fund based facilities. At any given point of time, availment out of fund and non-fund based facilities will be within the limits sanctioned. The pari passu charge implies that the banks have a proportionate claim on the collaterals, limited to actual utilisation of fund and non-fund based facilities. The aggregate of fund and non-fund based facilities availed and outstanding as at March 31, 2019 aggregates to Rs179.91 (March 31, 2018: Rs 144.74).

in Rs crore

Particulars

Year ended March 31,

2019

2018

Revenue

Product sales, net of excise duty (Refer Note i below)

817.45

662.19

Component sales

23.59

9.93

Services

56.87

77.39

Other Operating Revenues

2.41

0.29

Net Revenue (A)

900.32

749.80

Cost of materials consumed (Refer Note ii below)

464.84

383.24

Manufacturing Expenses

18.30

17.78

Service Expenses

51.12

49.04

Total Cost of Goods Sold (B)

534.26

450.06

Gross Profit (C) = (A) - (B)

366.06

299.74

Operating Expenses: Research & Development (Gross)

115.51

86.90

Less: R&D Capitalized

(64.92)

(49.21)

Research & Development (Net)

50.59

37.69

Selling, Distribution & Marketing*

89.50

83.98

General & Administrative

29.76

25.20

Operating Expenses (Net) (D)

169.85

146.87

Profit from operations (EBITDA) (E) = (C) - (D)

196.21

152.87

Other Income (Refer Note iii below)

36.13

23.44

Foreign exchange loss/(gain) (Refer Note iv below)

(0.56)

(4.39)

Finance costs

17.00

13.40

Depreciation and amortization

65.88

61.26

Profit before tax

150.02

106.04

Tax expense:

Current tax

19.63

23.78

Deferred tax (benefit)

(16.85)

(24.26)

Note No. 32: Assets pledged as security against borrowings (Refer Note 15)

Note No. 33: Statement of Function wise Profits and Losses (for additional information only)

in Rs crore

Profit after tax

147.24

106.52

Other Comprehensive Income

(0.95)

(1.76)

Total comprehensive income for the year

146.29

104.76

Earning per share (Par Value Rs 10 each)

(a) Basic

16.13

12.41

(b) Diluted

15.39

11.73

Weighted average Basic Equity share outstanding

9,13,08,108

8,58,58,425

Weighted average Diluted Potential Equity share outstanding

9,56,67,708

9,08,27,823

* Previous year figures has been regrouped or reclassified as necessary.

i. The reconciliation of Product sale between Schedule III and function wise profit and loss account is as follows:

in Rs crore

Particulars

Year ended March 31,

2019

2018

Revenue from product sales including excise duty where applicable as per Schedule III (Refer Note 20)

817.45

679.83

Less: Excise Duty disclosed as expense

-

17.64

Revenue from product sales net of excise duty as per function wise profit and loss

817.45

662.19

ii. The reconciliation of Cost of Sales between Schedule III and function wise profit and loss account is as follows:

in Rs crore

Particulars

Year ended March 31,

2019

2018

Cost of materials consumed as per Schedule III (Refer Note 21)

463.70

382.42

Note No. 34:

Add: Considered separately under other expenses as per Schedule III (Note 25)

Other Processing Charges

3.02

1.30

Royalty

0.61

0.58

Less: Other processing charges considered under R&D

2.49

1.06

Total Cost of materials consumed as per function wise profit and loss

464.84

383.24

iii. The reconciliation of Other Income between Schedule III and function wise profit and loss account is as follows:

in Rs crore

Particulars

Year ended March 31,

2019

2018

Other income as per Schedule III (Refer Note 21)

36.69

27.83

Less: Net gain on foreign exchange considered separately in functional wise profit and losses (Refer Note iv below)

(0.56)

(4.39)

Other income as per function wise profit and loss

36.13

23.44

iv. The breakup of foreign exchange loss/(gain) is as under:

in Rs crore

Particulars

Year ended March 31,

2019

2018

Net loss/(gain) on foreign currency transactions and translation towards borrowings (considered as finance cost) (Refer Note 24)

-

-

Net loss/(gain) on foreign currency transactions and translation others (other than considered as finance cost) (Refer Note 21, Note 25 and Note iii above)

(0.56)

(4.39)

Foreign exchange loss/(gain) as per function wise profit and loss

(0.56)

(4.39)

Additional information as required by paragraph 2 of the general instructions for preparation of consolidated financial statements to Schedule III to the Companies Act, 2013

Name of the entity

Net assets, ie. minus total

total assets liabilities

2019

2018

Parent Company Tejas Networks Limited As % of consolidated net assets

98.93%

98.90%

Amount

1306.16

1139.33

Subsidiaries Indian

vSave Energy Private Limited.

As % of consolidated net assets

0.00%

0.00%

Amount

-

-

Foreign

Tejas Communication Pte. Ltd.

As % of consolidated net assets

1.07%

1.32%

Amount

14.08

15.24

Tejas Israel Ltd.

As % of consolidated net assets

0.00%

-0.22%

Amount

0.00

(2.49)

Total As % of consolidated net assets

100.00%

100.00%

Amount

1,320.24

1,152.08

in Rs crore

Particulars

Share of profit or loss

2019

2018

Parent Company

Tejas Networks Limited

As % of consolidated profit or loss

98.51%

99.78%

Amount

145.04

106.28

Subsidiaries

Indian

vSave Energy Private Limited.

As % of consolidated profit or loss

0.00%

0.00%

Amount

-

-

Foreign

Tejas Communication Pte. Ltd.

As % of consolidated profit or loss

1.32%

0.29%

Amount

1.95

0.31

Tejas Israel Ltd.

As % of consolidated profit or loss

0.17%

-0.07%

Amount

0.25

(0.07)

Total As % of consolidated profit or loss

100.00%

100.00%

Amount

147.24

106.52

Particulars

Other Comprehensive Income

Total Comprehensive Income

2019

2018

2019

2018|

Parent Company

Tejas Networks Limited

As % of consolidated profit or loss

181.05%

91.48%

97.97%

99.92%

Amount

(1.72)

(1.61)

143.32

104.67

Subsidiaries

Indian

vSave Energy Private Limited.

As % of consolidated profit or loss

0.00%

0.00%

0.00%

0.00%

Amount

-

-

-

-

Foreign

Tejas Communication Pte. Ltd.

As % of consolidated profit or loss

-81.05%

8.52%

1.86%

0.15%

Amount

0.77

(0.15)

2.72

0.16

Tejas Israel Ltd.

As % of consolidated profit or loss

0.00%

0.00%

0.17%

-0.07%

Amount

-

-

0.25

(0.07)

Total As % of consolidated profit or loss

100.00%

100.00%

100.00%

100.00%

Amount

(0.95)

(1.76)

146.29

104.76

Note No. 35: Expenditure on corporate social responsibility (as per section 135 of the Act)

(a) Gross amount required to be spent by the Company during the year Rs 0.98 (previous year Rs 0.54).

(b) Amount spent during the year: Rs 0.98 (included under expenditure on corporate social responsibility note 25)

in Rs crore

Particulars

incurred

Yet to be incurred

Total

1. Construction / acquisition of any asset

-

-

-

(-)

(-)

(-)

2. On purposes other than (1) above

0.98

-

0.98

(0.54)

(-)

(0.54)

Previous vear figures are in brackets

in Rs crore

Particulars

Nature of Service

2019

2018

Akshaya Patra Foundation, Bengaluru

NGO run school meal programme facilitating education of Underprivileged children in India.

0.25

0.34

International Institute of Information Technology (IIIT), Bengaluru

A vision to contribute to the IT world by focusing on education and research, entrepreneurship and innovation education, research offering training oriented towards producing highly qualified practitioners and researchers.

0.25

0.20

Sri Aurobindo Society Puducherry

Project Inclusion aims to bring children with hidden disability who are unable to cope-up with the World around by giving them equal and quality education and aims to bring such children in forefront and makes Inclusive education a reality.

0.30

-

Vinoba Sewa Ashram, Uttar Pradesh

Serving the rural people since 1980 on Education, Health, Income Generation and Animal Welfare. The Company contributed towards improving school infrastructure of existing government schools in Ghazipur, Uttar Pradesh.

0.18

-

Total qualifying expenditure on corporate social responsibility

0.98

0.54

Note No. 36: Initial Public Offer

During the quarter ended June 30, 2017, the Company completed an Initial Public Offer (''IPO'') and allotted 1,75,09,727 equity shares of Rs 10/- each at a premium of Rs 247/- per share. The equity shares of the Company were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from June 27, 2017. There is no deviation in actual use of proceeds from the objects stated in the offer document.Total share issue expenses related to IPO amounted to Rs 21.13 of which Rs 19.33 has been offset against securities premium reserve (Refer Statement of changes in equity) and Rs 1.80 has been charged off as part of sales expenses during the year ended March 31, 2018 (Refer Note 25). There is no such expense during the current year.

in Rs crore

Particulars

Proposed as per Prospectus

Revised amounts as explained in Prospectus

Total utilization till March 31, 2018

Actual Utilization during quarter ended June 30, 2018

Balance as on March 31, 2019

(i) Capital expenditure towards payment of salaries and wages for Research and Development team

45.29

45.29

35.65

9.64

9.64

-

(ii) Working capital requirement

303.00

303.00

303.00

-

-

-

(iii) General corporate purposes (refer note below)

76.20

80.58

80.58

-

-

-

Total towards objects of the offer

424.49

428.87

419.23

9.64

9.64

-

Issue Expenses Outflow (refer note below)

25.51

21.13

-

-

-

-

Total issue proceeds

450.00

450.00

419.23

9.64

9.64

-

Note: The actual share issue expenses was lower by Rs 4.38 than what was estimated in


Mar 31, 2018

1 Corporate Information

Tejas Networks Limited (‘Company’) is an optical and data networking products company that designs, develops and manufactures high-performance and future-ready products for building high-speed communication networks that carry voice, data and video traffic from fixed line, mobile and broadband networks. Tejas products are differentiated by a programmable, software-defined hardware architecture that provides flexibility, multi-generation support and a seamless software-enabled network transformation to its customers. Tejas customers include telecommunications service providers, internet service providers, web-scale internet companies, utility companies, defence companies and government entities.

The Company is a public limited company incorporated and domiciled in India and has its registered office at Bengaluru, Karnataka, India. On June 27, 2017, the Company listed its shares on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

The Company’s financial statements are approved by the Company’s Board of Directors on April 24, 2018.

2 Critical estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates and judgements are:

(i) Intangible assets - Refer note 4(b)

(ii) Defined benefit obligations - Refer note 24

(iii) Impairment of trade receivables - Refer note 6

(iv) Recognition of deferred tax asset - Refer note 10(b)

Average remaining useful life for product development March 31, 2017 - 14 months March 31, 2018 - 12 months

1Represents carrying amount of intangible assets on the date of transition to Ind AS at deemed cost in accordance with Ind-AS 101 (Refer Note 34 A.1.2).

2Additions pertain to capitalization of employee benefit expense and other expenses (Refer note 24 and Note 26).

Sensitivity Analysis

As at March 31, 2018, the net carrying amount of product development was Rs.36.13 (March 31, 2017 - Rs.62.35, April 1, 2016 - Rs.64.69). Company estimates the useful life of product development to be 2 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 2 years, depending on technical innovations and competitor actions. If it were only 1 year, the carrying amount would be Rs.17.71 as at March 31, 2018. If the useful life were estimated to be 3 years, the carrying amount would be Rs.61.89.

Average remaining useful life for product development March 31, 2017 - 14 months March 31, 2018 - 12 months

1 For additional information only.

2 Represents the original cost of intangible assets at acquisition date.

3 Additions pertain to capitalization of employee benefit expense and other expenses (Refer note 24 and Note 26).

Sensitivity Analysis

As at March 31, 2018, the net carrying amount of product development was Rs.36.13 (March 31, 2017 - Rs.62.35, April 1, 2016 - Rs.64.69). The Company estimates the useful life of product development to be 2 years based on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 2 years, depending on technical innovations and competitor actions. If it were only 1 year, the carrying amount would be Rs.17.71 as at March 31, 2018. If the useful life were estimated to be 3 years, the carrying amount would be Rs.61.89.

Transferred Receivables

The carrying amount of Trade Receivables includes receivables which were subject to a factoring arrangement in 2016. Under this arrangement, Company had transferred the relevant receivables to the factor in exchange for cash and was prevented from selling or pledging the receivables. The Company had recognised such transferred assets in their entirety in its balance sheet. The amount repayable under such factoring agreement is presented as secured borrowing.

The relevant carrying amount under the factoring arrangements are as follows:

Significant estimates:

The Company has recognised deferred tax assets on carried forward tax losses effective the Ind AS transition date. The Company has estimated that the deferred tax assets will be recoverable using the estimated future taxable income. The unabsorbed depreciation and tax credits can be carried forward indefinitely as per local tax regulations and the Company expects to recover these through future taxable profits.

* During the year 2016-17, pursuant to Shareholders resolution the Company reclassified its authorised preference share capital amounting to Rs.66.55 crore (6,65,520 shares of Rs.1000/- each) to authorised equity share capital of Rs.66.55 crore (6,65,52,000 shares of Rs.10/- each).

* 3,27,27,930 partly paid equity shares issued by the Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016.

a) Terms and rights attached to equity shares Equity shares have a par value of Rs.10/-. They entitle the holder to participate in dividends declared if any, and to share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

c) There are no instances of:

i) shares allotted as fully paid up by way of bonus shares in the last five years.

ii) shares bought back during a period of five years immediately preceding the year end.

iii) shares allotted as fully paid up pursuant to contracts without payment being received in cash during a period of five years immediately preceding the year end.

e) Shares reserved for issuance towards outstanding employee stock options and available for grant (Refer Note 32):

* 3,27,27,930 partly paid equity shares issued by the Company to the Tejas Employees Welfare Trust (TEWT) on July 11, 2010, were forfeited on July 25, 2016.

# Refer Note 34 Part C note 2 with respect to Tejas Employee Welfare Trust (TEWT).

Nature and purpose of other reserves

(i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Act.

(ii) Employee stock compensation reserve

The Employee stock compensation reserve is used to recognize the grant date fair value of options issued to employees under the Company’s share based payment schemes.

(iii) Treasury Shares

Treasury shares are shares in the Company that are held by Tejas Employees Welfare Trust, which the Trust is holding on behalf of the Company.

(iv) Other Reserves

Refer Note 34 Part C note 2 for details of other reserve.

* The amount of provision of Rs.1.89 (March 31, 2017 - Rs.1.37, April 1, 2016 Rs.0.91) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations.

Movement in Warranty Provision for warranty has been estimated based on historical quantum of replacements absorbed in cost of sales.

(i) Secured by hypothecation of inventory, book debts, property, plant and equipment and current assets (Refer Note 33) and carrying Interest rates ranging from 3% to 14.75% per annum and repayable on demand.

(ii) Secured against fixed deposit maintained with the Bank and carrying Interest rate of 11% per annum and repayable on demand.

(iii) Secured against Pari-passu first charge on the present and future current assets and movable property, plant and equipment (Refer Note 33) and carrying interest rate of LIBOR 2% per annum and repayable on February 18, 2017.

(iv) Secured by assignment of underlying receivables with recourse and carrying interest rates ranging from 14% to 14.5% per annum and repayable within 150 days.

(i). Defined contribution plans

The Company makes contributions to Provident Fund and Employee’s Pension Scheme, 1995. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company has recognised the following amounts in the Statement of Profit and Loss:

The Company offers the following defined benefit schemes to its employees:

(ii). Compensated absence

The leave obligation covers the Company’s liability for earned leave. This is an unfunded scheme.

The amount of the provision of Rs.1.89 (March 31, 2017 - Rs.1.37, April 1, 2016 - Rs.0.91) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

(iii). Defined Benefit Plans

(a)Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

a) The amounts recognised in the balance sheet and the movements in the net defined benefit obligation (DBO) over the year are as follows:

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may not be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. Composition of the plan assets is as follows:

c) Risk Exposure

1. Interest rates risk : The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

2. Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

3. Demographic risks: This is the risk of volatility of results due to unexpected nature of decrements that include mortality attrition, disability and retirement. The effects of these decrement on the DBO depends upon the combination salary increase, discount rate, and vesting criteria and therefore not very straight forward. It is important not to overstate withdrawal rate because the cost of retirement benefit of a short caring employees will be less compared to long service employees.

4. Asset Liability Mismatch: This will come into play unless the funds are invested with the term of the assets replicating the term of the liability.

Defined benefit liability and employer contributions

Expected contributions to post-employment benefit plans (gratuity) for the year ending March 31, 2019 are Rs.1.68.

The weighted average duration of the defined benefit obligation is 11.43 years (2017 - 22.12 years, 2016- 13.99 years). The expected maturity analysis of undiscounted gratuity is as follows:

* excludes payment to auditors included in share issue expenses related to Initial Public Offering (Refer Note 38).

Note 1: Other expenses include R&D expenses under various line items [Refer Note 31.7 (ii)].

In the absence of reasonable certainty with regard to taxable profit in the future, the company has not recognised deferred tax in respect of above items and MAT credit.

Level 1: Includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price. The mutual funds are valued using the closing NAV

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between levels during the year.

The company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation Technique

- The fair values for security deposits and trade receivables were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

- The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

- The fair values of foreign exchange forward contracts are determined using forward exchange rate at the balance sheet date.

- Investment in mutual funds are valued using closing NAV.

(iii) Valuation Process

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. The significant level 3 inputs for determining the fair values are discount rates using a long term bank deposit rate to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

(iv) Fair value of financial assets and liabilities measured at amortized cost

- The carrying amounts of borrowings and security deposits are considered to be the same as their fair values since there has been no change in the interest rates.

- The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents and other financial assets are considered to be the same as their fair values, due to their short-term nature.

- For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

3: Financial risk management

The Company’s business activities expose it to a variety of financial risks, namely credit risk, liquidity risk and market risk. The Company’s senior management has overall responsibility for the establishment and oversight of the Company’s risk management framework.

A. Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers located in various countries. Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

No expected credit loss allowance has been created for security deposits and investments in mutual funds, since the Company considers the lifetime credit risk of these financial assets to be very low.

B. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company’s principal source of liquidity are cash and cash equivalents, cash flow that is generated from the operations and the undrawn borrowing facilities. A material and sustained shortfall in our cash flow could undermine the Company’s credit rating and impair investor confidence. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

(i) Liquid assets

The table below summarizes the company’s liquid assets at the end of the reporting period:

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings.

(iv) The Company has from time to time in the normal course of business entered into factoring agreements with a banker for some of the trade receivables on a non-recourse basis and as at March 31, 2018 has derecognized such receivables amounting to Rs.72.86 (March 31, 2017: Nil) in accordance with Ind AS 109 - Financial Instruments, pursuant to such factoring agreement.

C. Market Risk

(a) Foreign currency risk exposure

The Company operates internationally and is exposed to foreign exchange risk through its sales and services in foreign countries, and purchases from overseas suppliers in foreign currencies. To mitigate the risk of changes in exchange rates on foreign currency exposures, the company has natural hedge between export receivable and import payables. The results of the company’s operations are subject to the effects of changes in foreign exchange rates.

(b) Interest rate risk

The Company’s interest rate risk arises from borrowings with variable rates which exposes the Company to risk. The Company’s fixed rate borrowing are carried at amortized cost. They are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of change in market interest rates.

4: Capital Management

For the purpose of capital management, the company considers the following components of its balance sheet as capital:

Issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the company.

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize the growth opportunities and return to the shareholders. The capital structure of the company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company foresees issue of fresh capital pursuant to exercise of vested employee stock options. Apart from the outstanding ESOPs, the Board of Directors approved certain Restricted Stock Units (RSU) in the current year which may be converted in to share capital in the future periods.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

* These cases are pending at various forums with the respective authorities. Outflows if any, arising out of these claims would depend on the outcome of the decision of the appellate authority and the Company’s right for future appeals before judiciary No reimbursements are expected.

Note 1: Company has also received show cause notices on similar matters for different financial years amounting to Rs.27.89 (March 31, 2017: Rs.27.89, April 01.2016: Rs.27.89) which are not considered as contingent liabilities above.

In July, 2017, the Income Tax Department initiated proceedings under Section 132 of the Income tax Act, 1961 and had issued a restraint order on certain bank accounts and deposits of the Company and later the restraint order was withdrawn. The Company and its officials fully co-operated with the Income Tax Department. As on date, there is no demand raised by the Income Tax Department. The Company is of the view that the outcome of the proceedings will not have any material impact on these standalone financial staements..

4.1 Dues to Micro Small and Medium Enterprises

Information regarding which of the Trade Payables constitute Micro, Small and Medium Enterprises (MSMEs) under the Micro, Small and Medium Enterprises Development Act, 2006 has been compiled by the Management to the extent possible by obtaining the information from the Suppliers. Based on declarations received from the suppliers, no supplier has confirmed registration under the said Act and hence the disclosure requirements under the said Act are not applicable.

4.2 Segment Information

(i) The Company’s business activity primarily falls within a single business segment based on the nature of activity involved, which is in line with the business risks attached with the segment having regard to the internal organisation and management structure. The CODM reviews the Company’s performance as a single business segment and not at any other disaggregated level.

Revenues of approximately Rs.423.90 (March 31, 2017 Rs.288.81) are derived from two external customers exceeding 10% of the total revenue.

4.3 Details of leasing arrangements

The Company has entered into operating lease arrangements for office premises and plant. All leases are cancellable at the option of the lessee and the lessor. Certain operating lease arrangements in prior periods had a lock in period.

All outstanding balances are unsecured.

1 Tejas Israel Limited is under the process of liquidation

2 vSave Energy Private Limited has filed an application to Registrar of Companies for removing its name from register of Companies.

4.4 Product Development Cost

(i) Product development costs capitalized with regard to the development of various modules of products are being amortised in accordance with the Company’s policy.

(iv) Intangible assets in progress written off During the year ended March 31, 2017, the Company had reassessed the marketability of one of its in-production intangible assets and considering the technological obsolescence requiring revision in the existing product design, had written off accumulated costs relating to past development activity not supporting the future design and development amounting to Rs.30.47. This has been disclosed as an exceptional item in the Statement of Profit and Loss in the previous year.

5: Employee Stock Option Plan (ESOP) and Restricted Stock Units (RSU)

(i) Employees Stock Option Plan - 2014 (“ESOP Plan 2014”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated May 29, 2014 and September 24, 2014, respectively, has adopted ESOP Plan 2014. ESOP Plan 2014 was subsequently modified pursuant to the Shareholders’ resolutions dated March 28, 2016 and November 19, 2016. Pursuant to ESOP Plan 2014, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014, shall not exceed 71,01,767 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within fifteen years from the date of vesting. Options granted under the plan are equity settled.

(ii) Employees Stock Option Plan - 2014-A (“ESOP Plan 2014-A”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated June 27, 2016 and July 25, 2016, respectively has adopted ESOP Plan 2014-A. ESOP Plan 2014-A was subsequently modified pursuant to the Shareholders resolution dated November 19, 2016. Pursuant to ESOP Plan 2014-A, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP Plan 2014-A). The aggregate number of Equity Shares, which may be issued under ESOP Plan 2014-A, shall not exceed 20,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. Options granted under the plan are equity settled.

(iii) Employees Stock Option Plan - 2016 (“ ESOP Plan 2016”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 02, 2016 and August 29, 2016, respectively has adopted ESOP 2016. ESOP 2016 was subsequently amended pursuant to the Shareholders resolution dated November 19, 2016. Pursuant to ESOP 2016, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP 2016). The aggregate number of Equity Shares, which may be issued under ESOP 2016, shall not exceed 50,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. All the options granted under the plan are equity settled.

(iv) Restricted Stock Unit Plan 2017 (“RSU Plan 2017”) The Company pursuant to resolutions passed by the Board and the Shareholders, dated August 26, 2017 and September 27, 2017, respectively, has adopted RSU Plan - 2017. Pursuant to RSU Plan 2017, restricted stock units (“RSUs”) may be granted to eligible employees (as defined in RSU Plan - 2017). The aggregate number of Equity Shares, which may be issued under RSU Plan - 2017, shall not exceed 30,00,000 Equity Shares.

The options granted under the plan have a graded vesting over a period of four years, which are exercisable within four years from the date of vesting. All the options granted under the plan are equity settled.

As the Company has implemented RSU plan during the year, the Company does not plan to grant any new options from the pool available from the current ESOP Schemes. Hence, the options available for grant were considered as “Nil” for the current ESOP schemes.

(vi) Fair value of options granted

For share options and RSUs granted during the period, the fair value has been determined under the Black-Scholes model. The assumptions used in this model for calculating fair value are as below:

6: First time adoption of Ind AS

Transition to Ind AS

These are the company’s first financial statements prepared in accordance with Ind AS.

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April, 2017, with a transition date of 1st April, 2016. These financial statements for the year ended March 31, 2018 are the first financial statements prepared by the Company under Ind AS. For all periods upto and including the year ended March 31, 2017 , the Company prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (Indian GAAP).

An explanation of how the transition from Indian GAAP to Ind AS has affected the company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous Indian GAAP to Ind AS.

A.1 Ind AS optional exemptions

A.1.1. Share-based payment

The Company is allowed to apply Ind AS 102 Share-based payments to equity instruments that remain unvested as of transition date.

The Company has elected to avail this grant date fair value exemption and apply the requirements of Ind AS 102 to all such grants under the 2014, 2014 A and 2016 plans. Accordingly, these options have been measured at fair value as against intrinsic value previously under Indian GAAP.

A.1.2 Deemed cost

Ind AS 101 permits a first-time adopter to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Indian GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the company has elected to measure all of its property, plant and equipment and intangible assets at their Indian GAAP carrying value.

A.1.3 Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.

The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.

A.1.4 Investment in subsidiaries

Ind AS 101 permits a first-time adopter to continue with the carrying value of its investments in subsidiaries as per previous GAAP in its separate financial statements.

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 01, 2016 are consistent with the estimates as at the same date made in conformity with Indian GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under Indian GAAP:

1) Impairment of financial assets based on expected credit loss model; and

2) Share-based payments. Refer Note C (1) below.

A.2.2 De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

B: Reconciliations between Indian GAAP and Ind AS.

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from Indian GAAP to Ind AS.

The Company has elected to apply the derecognition provisions prospectively from the date of transition to Ind AS.

A.2.3 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C: Notes to first-time adoption: in Rs. crore

Note 1: Share based payment expenses

Under Indian GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date. Consequently, the amount recognised in employee stock compensation reserve increased by Rs.17.85 as at March 31, 2017 (April 01, 2016- Rs.10.03). The profit for the year ended March 31, 2017 decreased by Rs.7.82. There is no impact on total equity. The adjustments pertaining to option exercised during the year ended March 31, 2017 has resulted in movement from employee stock compensation reserve of Rs.2.08 to the Securities Premium Account thereby nullifying the impact on equity.

Note 2: Tejas Employee Welfare Trust (Treasury shares)

Treasury shares are shares in the Company held by Tejas Employee Welfare Trust (TEWT) for the purpose of issuing shares under the Company’s Employee Stock Option Plan (Refer Note 32). The face value of the shares held by the trust and not yet issued to employees at the end of reporting period are shown as treasury shares in the financial statements [Refer Note 14 (iv)].

Under Indian GAAP, the Company was not required to account for the shares held by the TEWT through which it was managing the shares allotted towards various stock option schemes as well as shares kept aside for issuances against future schemes. Under Ind AS since the Company as the sponsor retains the majority of the risks and rewards relating to the funding arrangement to the trust, the trust is considered acting merely as an agent of the Company Hence as at April 01, 2016 the total of Rs.19.92 of investments in the shares of the Company held by the Trust being funded by the Company through loans provided to the Trust, has been reduced from the total outstanding equity balance. The net impact of the transactions which were not material including the adjustment for the expenses incurred by the Trust apart from the treasury shares has been disclosed as other reserve [Refer Note 14(v)]. Since the transactions of TEWT has been summarised in the accounts of the Company this has not been disclosed as a related party [Refer Note 31.5(i)].

During the financial year 2016-17, as the Trust has transferred shares to employees pursuant to exercise of options from earlier schemes, hence the company has restated the balance of equity as at March 31, 2017. The accumulated expenses of the Trust, net of amounts recoverable from employees, for the financial year 2016-17 of Rs.0.17 has also been accrued. The impact on equity for the financial year ended March 31, 2017 is Rs.0.03.

Note 3: Fair valuation of lease deposit

Under Indian GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent. Consequent to this change, the amount of security deposits decreased by Rs.0.49 as at March 31, 2017 (April 01, 2016- Rs.0.31). The prepaid rent increased by Rs.0.37 as at March 31, 2017 (April 01, 2016- Rs.0.21). Total equity decreased by Rs.0.10 as on April 01, 2016. The profit for the year and total equity as at March 31, 2017 decreased by Rs.0.03 due to amortization of the prepaid rent of Rs.0.23 which is partially off-set by the notional interest income of Rs.0.20 recognised on security deposits.

Note 4: Present valuation of warranty provisions

Under Indian GAAP, discounting of Long-term provisions, such as warranty, for time value adjustment was not permitted and provisions were measured at best estimate of the expenditure required to settle the obligation at the Balance Sheet date without considering the effect of discounting. Under Ind AS, such provisions are measured at discounted amounts, if the effect of time value of money is material. The company has accordingly made the necessary adjustment towards discounting its provision for warranty. Consequent to this change, the amount of provision for warranty decreased by Rs.0.47 as at March 31, 2017 (April 01, 2016- Rs.0.23). The profit for the year and total equity as at March 31, 2017 decreased by Rs.0.24.

Note 5: Expected credit loss

As per Ind AS 109, the company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts increased by Rs.1.50 as at March 31, 2017 (April 01, 2016 - Rs.1.00). Consequently, the profit for the year ended March 31, 2017 decreased by Rs.0.50.

Note 6: Fair valuation of long-term receivables

Under Indian GAAP, discounting of non- current trade receivables for time value adjustment was not permitted. Under Ind AS, such receivables being non- current financial assets are measured at discounted amounts, if the effect of time value of money is material. The company has accordingly made the necessary adjustment towards discounting of its non- current trade receivables. The difference between the carrying value and fair value of non- current trade receivables are adjusted against revenue. Consequent to this change, the amount of non- current trade receivables decreased by Rs.3.24 as at March 31, 2017 (April 01, 2016- Rs.0.75). The profit for the year and total equity as at March 31, 2017 decreased by Rs.2.49.

Note 7: Fair valuation of foreign currency derivatives

Under Indian GAAP, gains from fair valuation of derivative instruments could not be accounted. Only losses from fair valuation of derivative instruments could be accounted. However as per Ind AS, both the gains and losses arising from fair valuation of derivative instruments shall be accounted. Hence in the year 2016-2017, an amount of Rs.0.52 has been accounted as gains from fair valuation of derivative instruments.

Note 8: Interest expense on loans at effective interest rate

Under Ind AS, interest has to be accounted using effective interest rate method. Accordingly, the company has accounted for borrowings under effective interest rate method. Consequent to this change, the amount of borrowings increased by Rs.0.17 as at March 31, 2017 (April 01, 2016 - ‘Nil). Total equity decreased by Rs.0.18 as on March 31, 2017 ( April 01, 2016 - ‘Nil). The profit for the year ended March 31, 2017 decreased by Rs.0.18.

Note 9: Re-measurements of the defined benefit plans

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the Indian GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2017 decreased by Rs.0.38. There is no impact on the total equity as at April 01, 2016.

Note 10: Deferred tax

Under Indian GAAP, deferred tax assets on unabsorbed depreciation and carry forward losses were recognised only to the extent that there was virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such deferred tax assets could be realised. Ind AS requires deferred tax asset to be recognised for the carry forward of unused tax losses, unabsorbed depreciation and unused tax credits to the extent that it is probable that future taxable profit will be available against which such items can be utilised. As a result of this change in recognition of deferred tax asset on such items, the impact on equity as at April 01, 2016 is Rs.56.41 and as at March 31, 2017 is Rs.96.90. The profit for the year ended March 31, 2017 on account of above recognition increased by Rs.40.49.

Note 11: Cash flow statement

The above Ind AS transition adjustments have impact on cash flow statement as explained below:

(i) Accounting of treasury shares in the Trust: The repayment of the loan of Rs.33.40 by the trust to the Company was considered as operating cash inflow under Indian GAAP whereas under Ind AS, the same has been considered as infusion of equity which is a cash inflow from financing activity. Also the balance of cash and cash equivalent increased by Rs.0.17 as on April 1, 2016 and by Rs.0.08 as on March 31, 2017.

(ii) Bills Discounting (Refer note 17): Under Indian GAAP bills discounting were netted off against trade receivables, whereas under Ind AS they are considered as financing activity, hence the repayment of bills discounting amounting to Rs.88.52 is forming part of financing activities under Ind AS.

Note 12: Retained earnings

Retained earnings as at April 01, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

Note 13: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under Indian GAAP

iii. The Company has accumulated all costs, except the cost of sales (Refer Note ii above), foreign exchange, finance cost, depreciation and amortisation and any directly identifiable costs and has allocated such accumulated cost function wise namely Manufacturing Expenses, Service Expenses, Research and Development, Selling and Marketing and General & Administrative on the basis of head count in each function.

7: Expenditure on corporate social responsibility (as per section 135 of the 2013 Act)

(a) Gross amount required to be spent by the Company during the year Rs.0.54 (previous year Rs.0.11).

(b) Amount spent during the year: Rs.0.54 (included under expenditure on corporate social responsibility note 26)

8: Initial Public Offer

During the quarter ended June 30, 2017, the Company completed an Initial Public Offer (‘IPO’) and allotted 1,75,09,727 equity shares of Rs.10/- each at a premium of Rs.247/- per share. The equity shares of the Company were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from June 27, 2017. There is no deviation in use of proceeds from the objects stated in the offer document, during the year. Total share issue expenses related to IPO amounted to Rs.21.13 of which Rs.19.33 has been offset against securities premium reserve (Refer Statement of changes in equity) and Rs.1.80 has been charged off as sales expenses (Refer Note 26).

9 : Previous year’s figures have been regrouped/ reclassified wherever necessary to conform with the current year’s classification / disclosure.


Mar 31, 2017

Note: For the year ended March 31, 2016, the company had received approval under Modified Special Incentive Package Scheme (MSIPS) from the Ministry of Communication and Information Technology, Department of Information Technology, vide sanction letter no. 27(18)/2013-IPHW dated 5 December, 2014. Under the said scheme, the Company as on March 31, 2017, has submitted the claim for incentive amounting to Rs, 3.19 crore which has not been adjusted to the cost of respective assets, as the same is contingent upon receipt of approval as to the final amounts of eligible claim.

1. Dues to Micro Enterprises and Small Enterprises

Information regarding which of the Trade Payables constitute Micro, Small and Medium Enterprises (MSMEs) under the Micro, Small and Medium Enterprises Development Act, 2006 has been compiled by the Management to the extent possible by obtaining the information from the Suppliers. Based on declarations received from the suppliers, no supplier is registered under the said Act and hence the disclosure requirements of the said Act are not applicable.

2.Employee benefit plans 27.1.a Defined contribution plans

The Company makes contributions to Provident Fund and Employee''s Pension Scheme, 1995. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company has recognized the following amounts in the Statement of Profit and Loss in the following years:

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

The following table sets out the funded status of the defined benefit schemes and the amount recognized in the financial statements:

Particulars

Components of employer expense

Current service cost Interest cost

Expected return on plan assets Actuarial losses/(gains)

Total expense recognized in the Statement of Profit and Loss Actual contribution and benefit payments for the year

Actual benefit payments Actual contributions

Net asset / (liability) recognized in the Balance Sheet

Present value of defined benefit obligation Fair value of plan assets Funded status [Surplus / (Deficit)]

Net asset / (liability) recognized in the Balance Sheet Change in defined benefit obligations (DBO) during the year

Present value of DBO at beginning of the year Current service cost Interest cost

Settlement cost / (credit)

Actuarial (gains) / losses Benefits paid

Present value of DBO at the end of the year

Change in fair value of assets during the year

Plan assets at beginning of the year Expected return on plan assets Actual company contributions Actuarial gain / (loss)

Benefits paid

Plan assets at the end of the year Actual return on plan assets

Composition of the plan assets is as follows:

3. Segment information

Since the company prepares consolidated financial statements, segment information has not been provided in the standalone financial statements .

4. Details of leasing arrangements

The Company has entered into operating lease arrangements for certain facilities and office premises. Certain leases are cancellable at the option of the lessee and certain leases have a lock-in period of three (3) to five (5) years.

5. Related party transactions

6..a Details of related parties:

Description of relationship Names of related parties

Subsidiaries Tejas Communication Pte Limited, Singapore (‘Tejas, Singapore'')

Tejas Israel Limited, Israel (‘Tejas Israel) vSave Energy Private Limited Tejas Communications (Nigeria) Limited Key Management Personnel Mr. Sanjay Nayak

There are no individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise. There have been no transactions with any relatives of Key Management Personnel or Companies in which such relative may be interested.

7. Employee Stock Option Plan (disclosures made under the ICAI Guidance Note on Share Based Payments)

a) I n the annual general meeting held on September 24, 2014, the shareholders approved the issue of 7,101,767 options under the Scheme titled “ESOP Plan -2014” (ESOP A). The ESOP A allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share. The difference between the fair price of the share (being the intrinsic value of the option) underlying the options granted on the date of grant of option and the exercise price of the option representing Stock compensation expense is expensed over the vesting period.

b) I n the annual general meeting held on July 25, 2016, the shareholders approved the issue of 2,000,000 options under the Scheme titled “ESOP Plan -2014 - A” (ESOP B). The ESOP B allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share. The difference between the fair price of the share (being the intrinsic value of the option) underlying the options granted on the date of grant of option and the exercise price of the option representing Stock compensation expense is expensed over the vesting period.

(All amounts in Rupees Crore except for share data or as otherwise stated)

c) In the extraordinary general meeting held on August 29, 2016, the shareholders approved the issue of 5,000,000 options under the Scheme titled “ESOP Plan -2016” (ESOP C). The ESOP C allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share. The difference between the fair price of the share (being the intrinsic value of the option) underlying the options granted on the date of grant of option and the exercise price of the option representing Stock compensation expense is expensed over the vesting period.

Note: The fair value impact is as adjusted for the change arising from estimated forfeiture and the actual forfeiture as well as changes made to the estimated future forfeitures of options granted.

Note: The assumptions are given for the period in which shares have been granted for the employees as per the respective ESOP Schemes.

The Company has not introduced any new employee share based payment plans to be administered through Trust during the year.

8.Provision for Taxation

9..4.a Current Income Tax India

Since the company has significant carry forward tax losses being business loss, unabsorbed depreciation and research and development cost, available for set off there is no tax liability arising under normal tax and the Company has accrued for Minimum Alternate Tax (MAT). In the absence of virtual certainty of future taxable profits the Company has not recognized any MAT credit.

* Recognized to the extent that there are compensatory timing differences the reversal of which will result in sufficient future taxable income against which this can be realized.

10. Product Development Cost

28.5.a Product development costs capitalized with regard to the development of various modules of products are being amortized in accordance with the Company’s policy.

11..d Intangible assets in progress written off

During the year, the Company has reassessed the marketability of one of its in-production intangible assets and considering the technological obsolescence requiring revision in the existing product design, has written off accumulated costs relating to past development activity not supporting the future design and development amounting to Rs, 30.47 crore.

12. Expenditure on corporate social responsibility (as per section 135 of the 2013 Act)

(a) Gross amount required to be spent by the Company during the year Rs, 0.11 crore (previous year Nil).

(b) Amount spent during the year: Rs, 0.11 crore (included under expenditure on corporate social responsibility note 23)

* Previous year figures are in brackets

The above amount has been contributed to mid day meal scheme run by Akshaya Patra Foundation, Bengaluru

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