Tejas Networks Limited — Call Transcript 2024

Feb 18, 2024

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February 18, 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, Mumbai – 400 001 BSE Scrip Code: 540595

Dear Sir/Madam,

Re: Transcript of the NCLT Convened Meeting – Unsecured Creditors

Please find enclosed the transcript of the Meeting of the Unsecured Creditors of Tejas Networks Limited convened on February 09, 2024 pursuant to the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench.

Kindly take the above information on record.

Yours sincerely For Tejas Networks Limited

Digitally signed by RANGACHARI RANGACHARI RAVIKRISHNAN RAVIKRISHNAN Date: 2024.02.18 11:34:23 +05'30'

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

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Transcript of the NCLT Convened Meeting of the Unsecured Creditors of

Tejas Networks Limited

Friday , February 9, 2024 at 11.00 A.M. (IST)

– PARTICIPANTS : MR. UDAY SHANKAR R M CHAIRPERSON – MR. PRADEEP B. KULKARNI SCRUTINIZER – MR. ANAND ATHREYA CHIEF EXECUTIVE OFFICER AND – MANAGING DIRECTOR TEJAS NETWORKS LIMITED – MR. ARNOB ROY CHIEF OPERATING OFFICER AND WHOLE-TIME – DIRECTOR TEJAS NETWORKS LIMITED MR. SUMIT DHINGRA – CHIEF FINANCIAL OFFICER - TEJAS NETWORKS LIMITED – MR. N. R. RAVIKRISHNAN CHIEF COMPLIANCE OFFICER & COMPANY SECRETARY -- TEJAS NETWORKS LIMITED – MR. PARAG NAIK MANAGING DIRECTOR & CHIEF EXECUTIVE – OFFICER SAANKHYA LABS PVT. LIMITED – MR. VISHWA KAYARGADDE EXECUTIVE DIRECTOR & CHIEF – OPERATING OFFICER SAANKHYA LABS PVT. LIMITED

Tejas Networks Limited February 9, 2024

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Ravikrishnan:

Dear Members. Good Morning, Good afternoon and Good evening, wherever you are in the World. I, N R Ravikrishnan, Company Secretary of Tejas Networks Limited extend a warm welcome to all our members for this Meeting of Unsecured Creditors convened as per the direction of the Honorable National Company Law Tribunal, Special Bench, Bengaluru vide order dated December 7, 2023. As you are aware, this meeting is being called for the purpose of considering the Scheme of Amalgamation of Saankhya Labs Private Limited Saankhya Strategic Electronics Private Limited with Tejas Networks Limited and their respective shareholders. I have with me Mr. Uday Shankar R M, who is the Chairperson appointed by National Company Law Tribunal, Special Bench, Bengaluru to conduct the proceedings of this meeting. Pursuant to the provisions of the Companies Act 2013 and circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, this meeting is being held through video conferencing. A live webcast of the proceedings of this meeting is also provided on the website of NSDL. While we have provided remote e-voting facility to the Unsecured creditors before the meeting, I would like to inform the Unsecured creditors that the said facility is also available during this meeting. The Unsecured creditors who have not yet cast their vote may cast the same at the end of the meeting. Please note that members who have already voted on the resolution by way of remote e-voting earlier, will not be able to vote again. Participation of Unsecured creditors through video conferencing is being reckoned for the purpose of quorum. The notice convening this meeting has been sent to all unsecured creditors in advance through electronic means, / speed post. An advertisement of the said notice, convening the meeting was also published. To avoid disturbances, all the Unsecured creditors who have joined the meeting have by default being placed on mute mode. No Unsecured creditors have registered themselves as speakers for this meeting. Unsecured creditors seeking any technical assistance during the meeting may reach out to the help line numbers provided in the notice. Without taking much time, I would request Mr. Uday Shankar R M, Chairperson to take this meeting forward. Over to you, Mr. Shankar .

Uday Shankar: Thank you Ravi. Ladies and gentlemen, Good Morning to all of you. As mentioned by the Company Secretary, I have been appointed by NCLT, Special Bench, Bengaluru to chair this meeting. I would like to start with an introduction of the esteemed Board Members and Senior Executives of the Company who are attending this meeting Mr. Anand Athreya, Managing Director and CEO, Mr. Arnob Roy, Executive Director and Chief Operating Officer, Mr. Sumit Dhingra, Chief Financial Officer, Mr. Parag Naik, Managing Director and CEO, Saankhya Labs Private Limited, Mr. Vishwa Kayargadde, Executive Director and Chief Operating Officer, Saankhya Labs Private Limited

I also thank the representative of M/s. Price Waterhouse and Company, Statutory Auditors of the Company, representative of M/s. Singhvi, Dev & Unni LLP, Internal Auditors of the Company, representative of M/s. C Dwarakanath, Secretarial Auditors of the Company who are attending this meeting through Video Conference.

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Tejas Networks Limited February 9, 2024

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We have Mr. Pradeep Kulkarni, Practicing Company Secretary to assist us and Mr. Falguni Chakraborty from NSDL to advise on the technical aspects of the audio-visual means of the meeting. Mr. Pradeep, can you please confirm whether the quorum is present?

Pradeep Kulkarni:

Chairman Sir, quorum is present. We can continue the meeting.

Uday Shankar:

Thank you, sir. The Scrutinizer has confirmed that the quorum for the meeting is present and accordingly, I will call this meeting to order. In compliance with various MCA circulars the Companies Act read with the rules framed thereunder and the SEBI Listing regulations, the facility of remote e-voting as well as e-voting during this meeting has been provided to all the members. The remote e-voting facility commenced on Monday, February 5, 2024 at 09:00 a.m. (IST) and ended on Thursday, February 8, 2024 at 05:00 p.m. (IST). Those Unsecured creditors who have not cast their vote through remote e-voting may vote during the meeting by clicking on the vote tab which will be visible on their screens once the voting begins. Unsecured creditors who have already voted through remote e-voting will not be able to vote again. Mr. Pradeep Kulkarni, practicing Company Secretary, has been appointed as scrutinizer by NCLT, Special Bench, Bengaluru to scrutinize the e-voting during the meeting and remote e-voting process to ensure that they are conducted in a fair and transparent manner. The rationale and other necessary information, including salient features of the scheme are mentioned in the explanatory statement appended to the notice convening this meeting which has been circulated to all the members. I shall now take the notice convening this meeting as read. In the Notice dated December 31, 2023, the resolution proposed for adoption by the Unsecured Creditors is mentioned. Since the resolution, forming part of the notice, has already been voted on through remote e-voting and as provided in the secretarial standards relating to general meetings, there will be no proposal and seconding of the resolution, neither will be there voting by show of hands. The scheme shall be considered approved by the Unsecured Creditors if the resolution mentioned in the notice has been approved by majority of persons representing three-fourth in value of the Unsecured Creditors e-voting during the meeting or by remote e-voting in terms of the provisions of sections 230 to 232 of the Companies Act 2013.

This being the NCLT convened meeting, the results will be reported to the NCLT. I authorize Mr. N R Ravikrishnan Company Secretary of the Tejas Networks Limited to receive and declare the voting results, along with the scrutinizer’s report, intimate NCLT, Special Bench, Bengaluru and the stock exchanges where the securities of Tejas Networks Limited are listed and place the same on the website of Tejas Networks Limited. The resolution as set forth in the notice shall be deemed to be passed today subject to the requisite number of majority votes after the scrutinizer reports to me. Also, Tejas Networks Limited will put up the results on the Notice Board at the registered office and the corporate office and on the website of Tejas Networks Limited and NSDL, on or before close of business as on February 13, 2024. I now request the members who have not voted so far to cast their votes now. Members may note that e-voting window will remain open for the next 15 minutes. Over to the Moderator.

I would like to inform that since no unsecured creditors have registered as speakers, we open the floor for e-voting.

Moderator:

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Tejas Networks Limited February 9, 2024

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Uday Shankar:

Ladies and Gentlemen, the e-voting window having remained open for 15 minutes and the unsecured creditors having voted, the business of the meeting is now complete. I declare the meeting closed. I thank all the creditors, auditors and board members for attending the meeting. Thank You.

Note: This transcript has been edited for readability and does not purport to be a verbatim record of the proceedings

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