Tejas Networks Limited — Board/Management Information 2024

Feb 21, 2024

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February 21, 2024

The Secretary National Stock Exchange of India Ltd Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051 NSE Symbol: TEJASNET

The Secretary BSE Limited P J Towers, Dalal Street, Fort, Mumbai – 400 001 BSE Scrip Code: 540595

Dear Sir/Madam,

Re: Outcome of Board Meeting

In compliance with Regulation 30 read with Schedule III of the Listing Regulations, we hereby inform you that a meeting of the Board of Directors of Tejas Networks Limited (“Company”), was held through Video-Conference today i.e. Wednesday, February 21, 2024 and inter-alia approved the following:

1. Re-appointment of Mr. Arnob Roy as Whole-time Director and designated as

Executive Director and Chief Operating Officer

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders, the re-appointment of Mr. Arnob Roy (DIN: 03176672), as Whole-time Director, liable to retire by rotation, designated as Executive Director and Chief Operating Officer of the Company for a further period of 5 years with effect from March 25, 2024 to March 24, 2029 or the date of superannuation as per the superannuation policy for the Directors of the Company, whichever is earlier, including the payment of remuneration thereof.

In this connection, please find enclosed the following:

• a) The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are provided as Annexure - A

• b) The brief profile of Mr. Arnob Roy Annexure - B

• c) The letter of affirmation on the appointment of Mr. Arnob Roy as Whole-time Director under the designation as Executive Director and Chief Financial Officer of Company - Annexure - C

2. Postal Ballot Notice

Approved the Postal Ballot Notice for seeking consent of the Shareholders of the Company for the re-appointment of Mr. Arnob Roy (DIN: 03176672) as Whole-time Director and designated as Executive Director and Chief Operating Officer of the Company.

Postal Ballot Notice shall be sent to the shareholders in due course and the same shall be filed with the exchanges.

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3. Allotment of Equity Shares

Allotment of 4,25,158 Equity Shares of the Company pursuant to exercise of the Stock Options/ Restricted Stock Units by eligible employees/ Senior Management/ Key Managerial Personnel of the Company and Subsidiary of the Company under respective Stock Options Plans.

Consequent to the allotment made on February 21, 2024, the paid-up share capital of the Company stands increased from Rs. 1,70,26,00,750 divided into 17,02,60,075 equity shares of Rs.10/- each to Rs.1,70,68,52,330 divided into 17,06,85,233 equity shares of Rs.10/- each.

The Meeting started at 5.45 P.M. (IST) and ended at 6.30 P.M. (IST)

The above information is also being made available on the website of the Company at www.tejasnetworks.com.

This is for your kind information and record.

Yours sincerely

For Tejas Networks Limited

RANGACHARI Digitally signed by RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.02.21 19:25:11 +05'30'

N R Ravikrishnan General Counsel, Chief Compliance Officer & Company Secretary

Encl: as above

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Annexure – A

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

2015 read with SEBI Circular 3, 2023	No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2
Particulars	Details
Reason for change viz.~~Appointment,~~ e-appointment,~~resignation, removal,~~ ~~eath or otherwise~~	Mr. Arnob Roy’s current term as Executiv Director and Chief Operating Officer end with effect from closing of business hours March 24, 2024. Based on the recommendations Nomination and Remuneration and subje to the approval of the Shareholders, th Board in its meeting held o February 21, 2024 appointed Mr. Arnob Ro (DIN: 03176672) as a Whole-time Directo liable to retire by rotation, designated a Executive Director and Chief Operatin Officer for a further period of 5 years wit effect from March 25, 2024 March 24, 2029 or the date superannuation as per the superannuatio policy for the Directors of the Compan whichever is earlier, including the payme of remuneration thereof.
Date of~~appointment~~/re-appointment/ ~~essation~~(as applicable) & term of ~~ppointment/~~re-appointment	March 25, 2024
Brief profile (in case of appointment)	As attached
Disclosure of relationships between irectors (in case of appointment of a irector)	There are no inter-se relations betwee Mr. Arnob Roy and the other members of th Board or the Senior Management and Ke Managerial Personnel of the Company.

For Tejas Networks Limited

RANGACHARI Digitally signed by RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.02.21 19:25:33 +05'30'

N R Ravikrishnan General Counsel and Chief Compliance Officer and Company Secretary

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Annexure – B

Brief profile of Mr. Arnob Roy

Mr. Arnob Roy is the Executive Director and Chief Operating Officer of Tejas Networks Limited (the ‘Company’). He has over 30 years of experience in research & development, operations and sales in the high-tech industry. Prior to Tejas, he has held senior management positions at Synopsys Inc. and Cadence Design Systems.

Mr. Arnob Roy holds a Master’s Degree in Computer Science from the University of Nebraska, Lincoln, USA and a BTech in Electronics and Communication Engineering from the Indian Institute of Technology, Kharagpur.

Mr. Arnob Roy is a Member of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Board of the Company. He is also the Chief Risk Officer of the Company. Further, Mr. Arnob is a Non-Executive and Non-Independent Director and a Member of the Audit and Nomination and Remuneration Committee on the Board of Saankhya Labs Private Limited (a majority owned subsidiary of the Company).

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Annexure – C

Letter of affirmation on the appointment of Mr. Arnob Roy as Whole-time Director, designated as Executive Director and Chief Financial Officer of the Company

We affirm that Mr. Arnob Roy (DIN: 03176672):

• is not debarred from holding the office of the Director in the Company by virtue of any SEBI order or any such other authority.

• is not convicted of any offence in connection with the promotion, formation or management of any Company or LLP and has not been found guilty of any fraud or misfeasance or any breach of duty to any Company under this Act or any previous Companies Act in the last five years.

• has not incurred disqualification under Section 164 (2) of the Companies Act, 2013 in the previous financial year and he stands free from any disqualification from being appointed as a Director and fulfils the conditions specified in Companies Act, 2013, Rules made thereunder and Listing Regulations, for being appointed as a Whole-time Director, liable to retire by rotation, designated as Executive Director and Chief Operating Officer for a period of five (5) years with effect from March 25, 2024 to March 24, 2029 or the date of superannuation as per the superannuation policy for the Directors of the Company, whichever is earlier, liable to retire by rotation.

• is not related to any Member of the Board, its Key Management Personnel and their relatives.

• is not required to obtain security clearance from the Ministry of Home Affairs, Government of India, before being appointed as a Director.

For Tejas Networks Limited

RANGACHARI Digitally signed by RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.02.21 19:25:50 +05'30'

N R Ravikrishnan General Counsel and Chief Compliance Officer and Company Secretary